Annual General Meeting Archive

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

Pursuant to Art. 106, paragraph 4, of Italian Decree Law no. 18/2020, converted by Italian Law no. 27/2020 whose effectiveness was most recently extended with the the Art. 11, paragraph 2, of Italian Law no. 21 of 5 March 2024 (“Italian Law no. 21/2024”), which deferred the deadline to 31 December 2024, intervention in the Shareholders’ Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex Art. 135-undecies of the of Italian Legislative Decree no. 58 of 24 February 1998 (“CLF”) or proxy or sub-proxy ex Art. 135-novies 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.

Proxy ex art. 135-undecies of the CLF

The Shareholders who wish to intervene 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, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppo.acea.it, “Sharedolders’ Meeting December 2024” section, which also contains the link to the procedure for forwarding the proxy electronically.

The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Sharedolders’ Meeting, in other words no later than  Tuesday 17 December 2024, for the first call, or Wednesday 18 December 2024 , 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.

Proxy and/or sub-proxy ex Art. 135-novies of the CLF

Alternatively, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to Art. 135-novies of the CLF, in derogation of Art. 135-undecies of the same CLF, following the instructions given on the form available on the Company website www.gruppo.acea.it, “Shareholders’ Meeting December 2024” section. Taking into account the ongoing emergency, such proxies and/or sub-proxies must be conferred no later than 18:00 on Wednesday 18 December 2024, for the first call, or no later than 18:00 on Thursday 19 December 2024, for the second call.

In the same methods, those with the right to intervene may revoke the proxy and/or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.

The Designated Representative can be contacted for clarifications or information by calling 0246776814 -13 or by sending an e-mail to ufficiomi@computershare.it .

Pursuant to Art. 83-sexies of Italian Legislative Decree 58/98 (“CLF”) and Art. 13 of the Articles of Association, the right to attend the Shareholders’ 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 Shareholders’ Meeting (Tuesday 10 December 2024 (record date). Those who only come into possession of shares after said date will not have the right to attend and vote in the Shareholders’ 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 Shareholders’ Meeting (Monday 16 December 2024). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

Proxy form to Computershare ex art. 135 undecies TUF

The proxy must be sent by Tuesday 17 December, in case of 1st call, or by Wednesday 18 December 2024, in case of 2nd call, in the manner indicated in the form itself.

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

The proxy/sub delegation can be conferred within 18:00 on Wednesday 18 December 2024, in case of 1st call, or by 18:00 on Thursday 19 December 2024 in case of 2nd call, in the manner indicated in the form itself.

Pursuant to Art. 127-ter 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 Shareholders’ Meeting, ensuring that they are received no later than Thursday 10 December 2024 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 TUF (third day after the record date, or Friday 13 December 2024).
The replies to questions pertinent to the items on the agenda will be given by the Company, pursuant to Art. 135-undecies.1, comma 3 of the CLF, no later than Monday 16 December 2024, publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.

(ex Art. 126- bis, paragraph 1, first and second subsection, 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 and within ten days of the publication of this notice of call (no later than Friday 29 November 2024), stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Shareholders’ Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in Art. 125-ter, paragraph 1 of the CLF, may not be added to the agenda.
Questions may be submitted to the Company by certified e-mail to be sent to: adempimentisocietari.corporate@pec.aceaspa.it.
Any additions to the list of items to be discussed by the Shareholders’ Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Shareholders’ Meeting (no later than Wednesday 4 December 2024), 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. 126-bis, paragraph 1, third subsection, of the CLF)

Because of the methods of intervention in the Shareholders’ Meeting described above - with regard to that established by Art. 126-bis, paragraph 1, third subsection of the CLF – those with voting rights may submit resolution proposals to the Shareholders’ Meeting on the items on the Agenda individually, pursuant to Art 135-undecies.1, paragraph 2 of the CLF, according to the following instructions:

• resolution proposals must be sent to the Company by certified e-mail to adempimentisocietari.corporate@pec.aceaspa.it no later than Wednesday 4 December 2024 the aforementioned 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 paragraph “Right to attend the Shareholders’ Meeting” in the notice of call.

Any resolution proposals received will be published in the section of the Company website dedicated to this Shareholders’ Meeting (www.gruppo.acea.it - “Shareholders’ Meeting December 2024” section) and on the 1Info authorised storage mechanism on the website www.1info.it and also at the Company’s head office, without delay and in any event no later than the following day Friday 6 December 2024, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into account, and the Designated Representative to collect any voting instructions concerning them.

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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Shareholders’ 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.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

Proxy form to Computershare ex art. 135 undecies TUF

The proxy must be sent by Wednesday 10 April 2024, in case of 1st call, or by Friday 12 April 2024, in case of 2nd call, in the manner indicated in the form itself.

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

The proxy/sub delegation can be conferred within 18:00 on Thursday 11 April 2024, in case of 1st call, or by 18:00 on Monday 15 April 2024 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 (TUF), 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 Wednesday 3 April 2024 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 TUF (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 Tuesday 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.

Pursuant to art. 126-bis of the TUF, 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 and within ten days of the publication of this notice of call (no later than Saturday 23 March 2024), stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Annual General Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in art. 125-ter, paragraph 1 of the TUF, may not be added to the agenda.

Questions may be submitted to the Company by certified e-mail to be sent to: adempimentisocietari.corporate@pec.aceaspa.it.

Any additions to the list of items to be discussed by the Annual General Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Annual General Meeting (no later than Thursday 28 March 2024), 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. 126-bis, paragraph 1, third subsection, of the TUF)

Because of the methods of intervention in the Annual General Meeting described above - with regard to that established by art. 126-bis, paragraph 1, third subsection of the TUF – those with voting rights may submit resolution proposals to the Annual General Meeting on the items on the Agenda individually, according to the following instructions:

• resolution proposals must be sent to the Company by certified e-mail to adempimentisocietari.corporate@pec.aceaspa.it no later than Thursday 28 March 2024 the aforementioned 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 TUF, according to the methods specified in the paragraph “Right to attend the Annual General Meeting” in the notice of call.

Any resolution proposals received will be published in the section of the Company website dedicated to this Annual General Meeting (www.gruppo.acea.it  - “Annual General Meeting 2024” section) without delay, and in any event no later than the following day Friday 29 March 2024, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into  account, and the Designated Representative to collect any voting instructions concerning them.

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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Annual General 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.

Pursuant to art. 106, paragraph 4, of Italian Decree Law no. 18/2020, converted by Italian Law no. 27/2020 and subsequent amendments and additions  as most recently extended by Italian Decree Law no. 215 of 30 December 2023 converted with amendments by Italian Law no. 18 of 23 February 2024, intervention in the Annual General Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies of the of Italian Legislative Decree no. 58 of 24 February 1998 (TUF) or proxy or sub-proxy ex art. 135-novies of the TUF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.

Proxy ex art. 135-undecies of the TUF

The Shareholders who wish to intervene in the Annual General Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the TUF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppo.acea.it, “Annual General Meeting 2024” section, which also contains the link to the procedure for forwarding the proxy electronically.

The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Annual General Meeting, in other words no later than  Wednesday 10 April 2024, for the first call, or Friday 12 April 2024, 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.

Proxy and/or sub-proxy ex art. 135-novies of the TUF

Alternatively, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies of the same TUF, following the instructions given on the form available on the Company website www.gruppo.acea.it, “Annual General Meeting 2024” section. Taking into account the ongoing emergency, such proxies and/or sub-proxies must be conferred no later than 18:00 on Thursday 11 April 2024, for the first call, or no later than 18:00 on Monday 15 April 2024, for the second call.

In the same methods, those with the right to intervene may revoke the proxy and/or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.

The Designated Representative can be contacted for clarifications or information by calling 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 (Wednesday 3 April 2024 (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 (Tuesday 9 April 2024). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

Proxy form to Computershare ex art. 135 undecies TUF

The proxy must be sent by Friday 14 April 2023, in case of 1st call, or by Tuesday 18 April 2023, in case of 2nd call, in the manner indicated in the form itself.

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

The proxy/sub delegation can be conferred within 18:00 on Monday 17 April 2023, in case of 1st call, or by 18:00 on Wednesday 19 April 2023 in case of 2nd call, in the manner indicated in the form itself.

Pursuant to art. 127-ter, paragraph 1-bis of the TUF, 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 Wednesday 5 April 2023 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 TUF (third day afterwards, or 8 April 2023).

The replies to questions pertinent to the items on the agenda will be given by the Company no later than Thursday 13 April 2023, publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.

Pursuant to art. 126-bis of the TUF, 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 and within ten days of the publication of this notice of call (no later than Sunday 19 March 2023), stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Annual General Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in art. 125-ter, paragraph 1 of the TUF, may not be added to the agenda.

Questions may be submitted to the Company by certified e-mil to be sent to: adempimentisocietari.corporate@pec.aceaspa.it.

Any additions to the list of items to be discussed by the Annual General Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Annual General Meeting (no later than Monday 3 April 2023), 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. 126-bis, paragraph 1, third subsection, of the TUF)

Because of the methods of intervention in the Annual General Meeting described above / with regard to that established by art. 126-bis, paragraph 1, third subsection of the TUF – those with voting rights may submit resolution proposals to the Annual General Meeting on the items on the Agenda individually, according to the following instructions:

• resolution proposals must be sent to the Company by certified e-mail to (adempimentisocietari.corporate@pec.aceaspa.it) no later than Tuesday 11 April 2023 the aforementioned 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 TUF, according to the methods specified in the paragraph “Right to attend the Annual General Meeting” in the notice of call.

   

Any resolution proposals received will be published in the section of the Company website dedicated to this Annual General Meeting (www.gruppo.acea.it - “Annual General Meeting 2023” section) without delay, and in any event no later than the following day Wednesday 12 April 2023, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into account, and the Designated Representative to collect any voting instructions concerning them.

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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Annual General 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.

Pursuant to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, intervention in the Annual General Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies of the TUF or proxy or sub-proxy ex art. 135-novies of the TUF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.

Proxy ex art. 135-undecies of the TUF

The Shareholders who wish to intervene in the Annual General Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the TUF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppo.acea.it, “Annual General Meeting 2023” section, which also contains the link to the procedure for forwarding the proxy electronically.

The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Annual General Meeting, in other words no later than Friday 14 April 2023, for the first call, or Tuesday 18 April 2023, 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.

Proxy and/or sub-proxy ex art. 135-novies of the TUF

Alternatively, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies of the same TUF, following the instructions given on the form available on the Company website www.gruppo.acea.it, “Annual General Meeting 2022” section. Taking into account the ongoing emergency, such proxies and/or sub-proxies must be conferred no later than 18:00 on Monday 17 April 2023, for the first call, or no later than 18:00 on Wednesday 19 April 2023, for the second call.

In the same methods, those with the right to intervene may revoke the proxy and/or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.

The Designated Representative can be contacted for clarifications or information by calling 0246776814 or by sending an e-mail to ufficiomi@computershare.it .

Pursuant to art. 83-sexies of 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 (Wednesday 5 April 2023 (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 (Thursday 13 April 2023). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

The proxy must be sent by Monday 25 April 2022, in case of 1st call, or by Thursday 28 April 2022, in case of 2nd call, in the manner indicated in the form itself.

The proxy must be sent by Monday 25 April 2022, in case of 1st call, or by Thursday 28 April 2022, in case of 2nd call, in the manner indicated in the form itself.

Pursuant to art. 127-ter, paragraph 1-bis of the TUF, 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 14 April 2022 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 TUF (third day afterwards, or 17 April 2022).

The replies to questions pertinent to the items on the agenda will be given by the Company no later than Sunday 24 April 2022 (three days prior to the Annual General Meeting), publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature. 

Pursuant to art. 126-bis of the TUF, 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 and within ten days of the publication of this notice of call, stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Annual General Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in art. 125-ter, paragraph 1 of the TUF, may not be added to the agenda.

Any additions to the list of items to be discussed by the Annual General Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Annual General Meeting, in the same forms as those laid down for the publication of the notice of call. Questions may be submitted to the Company by certified e-mil to be sent to: adempimentisocietari.corporate@pec.aceaspa.it.

Presentation of resolution proposals by those with voting rights (ex art. 126-bis, paragraph 1, third subsection, of the TUF)

Because of the methods of intervention in the Annual General Meeting described above / with regard to that established by art. 126-bis, paragraph 1, third subsection of the TUF – those with voting rights may submit resolution proposals to the Annual General Meeting on the items on the Agenda individually, according to the following instructions:

• resolution proposals must be sent to the Company by certified e-mail to  (adempimentisocietari.corporate@pec.aceaspa.it) no later than Wednesday 20 April 2022 the aforementioned 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 TUF, according to the methods specified in the paragraph “Right to attend the Annual General Meeting” in the notice of call.

Any resolution proposals received will be published in the section of the Company website dedicated to this Annual General Meeting (www.gruppo.acea.it  - “Annual General Meeting 2022” section) without delay, and in any event no later than the following day Thursday 21 April 2022, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into account, and the Designated Representative to collect any voting instructions concerning them.

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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Annual General 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.

Pursuant to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, intervention in the Annual General Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies of the TUF or proxy or sub-proxy ex art. 135-novies of the TUF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.

Proxy ex art. 135-undecies of the TUF

The Shareholders who wish to intervene in the Annual General Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the TUF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppo.acea.it, “Annual General Meeting 2021” section, which also contains the link to the procedure for forwarding the proxy electronically.

The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Annual General Meeting, in other words no later than Monday 25 April 2022, for the first call, or Thursday 28 April 2022, 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.

Proxy and/or sub-proxy ex art. 135-novies of the TUF

Alternatively, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies of the same TUF, following the instructions given on the form available on the Company website www.gruppo.acea.it, “Annual General Meeting 2022” section. Taking into account the ongoing emergency, such proxies and/or sub-proxies must be conferred no later than 18:00 on Tuesday 26 April 2022, for the first call, or no later than 18:00 on Sunday 1° May 2021, for the second call.

In the same methods, those with the right to intervene may revoke the proxy and/or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.

The Designated Representative can be contacted for clarifications or information by calling 0246776814 or by sending an e-mail to ufficiomi@computershare.it.

Shareholders must note that the company reserves the right to integrate and/or modify the above instructions on the basis of any requirements that may arise as a result of the ongoing COVID-19 epidemic emergency and developments that are not foreseeable at the moment.

Pursuant to art. 83-sexies of 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 14/04/2022). 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 (Friday 22/04/2022). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

The Share Capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 pridnary shares with a par value of 5.16 Euros each, with equal rights.

The proxy/sub delegation can be conferred within 18:00 on Wednesday 21 April 2021, in case of 1st call, or by 18:00 on Thursday 22 April 2021 in case of 2nd call, in the manner indicated in the form itself.

The proxy must be sent by Tuesday 20 April 2021, in case of 1st call, or by Wednesday 21 April 2021, in case of 2nd call, in the manner indicated in the form itself. Guided compilation and submission of the proxy to Computershare via the internet is also possible using the link shown in the document below.

Pursuant to art. 127-ter, paragraph 1-bis of the TUF, 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 13 April 2021 by:

• e-mail to the address: AdempimentiSocietariCorporate@acceaspa.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 TUF (third day afterwards, or 16 April 2021).

The replies to questions pertinent to the items on the agenda will be given by the Company no later than Monday 19 April 2021 (three days prior to the Annual General Meeting), publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.

Pursuant to art. 126-bis of the TUF, 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 and within ten days of the publication of this notice of call, stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Annual General Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in art. 125-ter, paragraph 1 of the TUF, may not be added to the agenda.

Any additions to the list of items to be discussed by the Annual General Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Annual General Meeting, in the same forms as those laid down for the publication of the notice of call. Questions may be submitted to the Company by certified e-mail to be sent to: adempimentisocietari.corporate@pec.acceaspa.it.

Presentation of resolution proposals by those with voting rights (ex art. 126-bis, paragraph 1, third subsection, of the TUF)

Because of the methods of intervention in the Annual General Meeting described above / with regard to that established by art. 126-bis, paragraph 1, third subsection of the TUF – those with voting rights may submit resolution proposals to the Annual General Meeting on the items on the Agenda individually, according to the following instructions:

○ resolution proposals must be sent to the Company by certified e-mail to (adempimentisocietari.corporate@pec.acceaspa.it) no later than Thursday 15 April 2021 the aforementioned 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 TUF, according to the methods specified in the paragraph "Right to attend the Annual General Meeting" in the notice of call.

Any resolution proposals received will be published in the section of the Company website dedicated to this Annual General Meeting (www.gruppo.acea.it – "Annual General Meeting 2021" section) without delay, and in any event no later than the following day Friday 16 April 2021, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into account, and the Designated Representative to collect any voting instructions concerning them.

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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Annual General 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.

Pursuant to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, intervention in the Annual General Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies of the TUF or proxy or sub-proxy ex art. 135-novies of the TUF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.

Proxy ex art. 135-undecies of the TUF

The Shareholders who wish to intervene in the Annual General Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the TUF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppo.acea.it, "Annual General Meeting 2021" section, which also contains the link to the procedure for forwarding the proxy electronically.

The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Annual General Meeting, in other words no later than Tuesday 20 April 2021, for the first call, or Wednesday 21 April 2021, 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.

Proxy and/or sub-proxy ex art. 135-novies of the TUF

Alternatively, the Designated Representative may also be conferred proxies and/or sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies of the same TUF, following the instructions given on the form available on the Company website www.gruppo.acea.it, "Annual General Meeting 2021" section. Taking into account the ongoing emergency, such proxies and/or sub-proxies must be conferred no later than 18:00 on Wednesday 21 April 2021, for the first call, or no later than 18:00 on Thursday 22 April 2021, for the second call.

In the same methods, those with the right to intervene may revoke the proxy and/or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.

The Designated Representative can be contacted for clarifications or information by calling 02 46776814 or by sending an e-mail to ufficiorni@computershare.it.

Shareholders must note that the company reserves the right to integrate and/or modify the above instructions on the basis of any requirements that may arise as a result of the ongoing COVID-19 epidemic emergency and developments that are not foreseeable at the moment.

Pursuant to art. 83-sexies of 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 13/04/2021). 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 (Monday 19/04/2021). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

The proxy/sub delegation can be conferred within 18:00 on Thursday 28 May 2020, in case of 1st call, or by 18:00 on Friday 29 May 2020 in case of 2nd call, in the manner indicated in the form itself.

The proxy must be sent by Wednesday 27 May 2020, in case of 1st call, or by Thursday 28 May 2020, in case of 2nd call, in the manner indicated in the form itself. Guided compilation and submission of the proxy to Computershare via the internet is also possible using the link shown in the document below.

Pursuant to art. 127-ter, paragraph 1-bis of the TUF, 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 20 May 2020 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 TUF (third day afterwards, or 23 May 2020).

The replies to questions pertinent to the items on the agenda will be given by the Company no later than Tuesday 26 May 2020 (three days prior to the Annual General Meeting), publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.

Pursuant to art. 126-bis of the TUF, 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 and within ten days of the publication of this notice of call, stating in an appropriate written request the further items being proposed by them or submitting resolution proposals for the items already on the agenda. Requests must be submitted together with a copy of the communication released 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 Annual General Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by the latter, other than those in art. 125-ter, paragraph 1 of the TUF, may not be added to the agenda.
Any additions to the list of items to be discussed by the Annual General Meeting as a result of the aforementioned requests or submission of further resolution proposals for items already on the agenda are disclosed at least fifteen days prior to the date of the Annual General Meeting, in the same forms as those laid down for the publication of the notice of call. Questions may be submitted to the Company by certified e-mil to be sent to: adempimentisocietari.corporate@pec.aceaspa.it.


Presentation of resolution proposals by those with voting rights (ex art. 126-bis, paragraph 1, third subsection, of the TUF)
Because of the methods of intervention in the Annual General Meeting described above / with regard to that established by art. 126-bis, paragraph 1, third subsection of the TUF – those with voting rights may submit resolution proposals to the Annual General Meeting on the items on the Agenda individually, according to the following instructions:
 

• resolution proposals must be sent to the Company by certified e-mail to (adempimentisocietari.corporate@pec.aceaspa.it) no later than Friday 22 May 2020; the aforementioned 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 TUF, according to the methods specified in the paragraph “Right to attend the Annual General Meeting” in the notice of call.
   

Any resolution proposals received will be published in the section of the Company website dedicated to this Annual General Meeting (www.gruppo.acea.it - “Annual General Meeting 2020” section) without delay, and in any event no later than the following day Saturday 23 May 2020, in order to enable those with voting rights to reach their decisions with awareness, also taking the new proposals into account, and the Designated Representative to collect any voting instructions concerning them.
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 be voted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Annual General 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.

Pursuant to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, intervention in the Annual General Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies of the TUF or proxy ex art. 135-novies of the TUF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.

Proxy ex art. 135-undecies of the TUF
The Shareholders who wish to intervene in the Annual General Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the TUF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format, prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppoacea.it, “Annual General Meeting 2020” section, which also contains the link to the procedure for forwarding the proxy electronically.
The proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, no later than the second trading day prior to the Annual General Meeting, in other words no later than Wednesday 27 May 2020, for the first call, or Thursday 28 May 2020, 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.

Proxy ex art. 135-novies of the TUF
Alternatively, the Designated Representative may also be conferred proxies or sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies of the same TUF, following the instructions given on the form available on the Company website www.gruppo.acea.it, “Annual General Meeting 2020” section. Taking into account the ongoing emergency, such proxies and sub-proxies must be conferred no later than 18:00 on Thursday 28 May 2020, for the first call, or no later than 18:00 on Friday 29 May 2020, for the second call.
In the same methods, those with the right to intervene may revoke the proxy or sub-proxy and the voting instructions conferred within the same deadline. The Designated Representative shall have the right to accept proxies and/or sub-proxies and/or voting instructions after said deadline and until the meeting begins.
The Designated Representative can be contacted for clarifications or information by calling 02 46776814 or by sending an e-mail to ufficiomi@computershare.it.
Shareholders must note that the company reserves the right to integrate and/or modify the above instructions on the basis of any requirements that may arise as a result of the ongoing COVID-19 epidemic emergency and developments that are not foreseeable at the moment.

Pursuant to art. 83-sexies of 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 (Wednesday 20/05/2020). 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 (Tuesday 26/05/2020). The right to attend and vote if communications are received by the Company after said deadline but before the start of the proceedings for each call of the meeting holds firm.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting, sending them by 14/4/2019 by:

ACEA S.p.A.
Affari Legali e Societari
P.le Ostiense, 2
00154 Roma

or

 - Or by certified e-mail to:
AdempimentiSocietariCorporate@aceaspa.it

The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders’ shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions received before the Meeting will be answered at the latest during the Meeting, the Company having the right to provide one single answer to questions on the same subject.

Each person entitled to attend the Shareholders’ Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form available on the Company website www.gruppo.acea.it (2019 Shareholders’ Meeting section).
 

The proxy, to be completely filled out using readable fonts and duly signed, can be sent to the Company:
 

• by registered mail, to the following address:
   

ACEA SpA
Affari Legali e Societari  – Rif. “Delega di voto”
P.le Ostiense, 2
00154 Roma
 

or

• by certified email to: adempimentisocietari.corporate@pec.aceaspa.it

Please indicate the telephone number or e-mail of the sender in the message accompanying the proxy.

Representative appointed by the Company

The proxy can be conferred, with voting instructions for all or some of the proposals for resolution on the subjects on the agenda, to Computershare S.p.A., with registered office in Milan (Italy), via Lorenzo Mascheroni No. 19, postcode 20145, for this purpose designated by the Company in accordance with article art. 135-undecies, of the Italian Consolidated Financial Act (TUF).

The specific proxy form prepared by the said Appointed Representative, in accordance with the Company, must be used for this purpose; the form is available on the web site www.gruppo.acea.it  in the section “2018 Shareholders’ Meeting”.

The original copies of the proxy for the Appointed Representative, with the voting instructions, must be received by Computershare S.p.A., in via Lorenzo Mascheroni No. 19, 20145 Milan (Italy), if necessary sending a copy in advance with a declaration of compliance that the copy is conform to the original, by fax sent to the number +39 02 46776850, or attached to an email sent to: ufficiomilano@pecserviziotitoli.it, by the end of the second open market day before the date of the Meeting, also on second call (in other words respectively, by 18 April 2018 or 25 April 2018). The proxy conferred in this way is only valid for the proposals for which voting instructions have been given. The proxy and the voting instructions can be revoked within the same deadline indicated above.

The proxy form, with the relevant instructions for completing and sending it, are available at the Company's registered office or on the Company web site www.gruppo.acea.it  in the “2018 Shareholders’ Meeting” section.

In accordance with art. 83-sexies of Legislative Decree no. 58 of 24 February 1998, and art. 13 of the By-laws, the right to attend the Shareholders’ Meeting and to exercise the right to vote - including by proxy - rests with those in whose favour the Company has received the communication from an authorized intermediary attesting their right to participate in the meeting and exercise the right to vote on the basis of the accounting records at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting (i.e. 8 April 2019).

All crediting and debiting entries made on the accounts after this deadline will not be considered for the purpose of authorizing a person to exercise the right to vote at the shareholders’ meeting.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting.

The questions may be sent to the Company by 17 April 2018:

- by registered mail, to the following address:

ACEA S.p.A.
Affari Legali e Societari
P.le Ostiense, 2
00154 Roma

or

 - Or by certified e-mail to:
AdempimentiSocietariCorporate@aceaspa.it

The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders’ shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions received before the Meeting will be answered at the latest during the Meeting, the Company having the right to provide one single answer to questions on the same subject.

In accordance with art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital, can in a specific written request, within ten days of publication of the Notice of Meeting request further items to be included in the agenda or present their own proposals for resolutions on items already on the agenda; requests must be presented with a copy of the notification issued by the intermediaries keeping the books in which the applicant shareholders shares are registered. In the same way within the above deadline, proposing shareholders must send a report on the subjects they wish to propose for discussion with the grounds for further proposals for resolution presented on items already on the agenda. In any case, every shareholder with a right to vote can individually present proposals for resolution in the meeting. Subjects on which the Meeting resolves, pursuant to the law, on the basis of proposals of Directors or a project or reports prepared by the same, other than those in art. 125-ter, paragraph 1 of the TUF, cannot be included in the agenda.

Any inclusions in the list of items to be discussed by the Meeting following the above requests or presentation of further proposals for resolution on items already on the agenda is notified in the same way as is required for the publication of the notice of meeting, at least fifteen days before the date of the Meeting.

Requests must be sent to the Company:

-  by registered mail, to the following address:

ACEA S.p.A.
Affari Legali e Societari
P.le Ostiense, 2
00154 Roma

 Each person entitled to attend the Shareholders’ Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form available on the Company website www.gruppo.acea.it (2018 Shareholders’ Meeting section).
 

The proxy, to be completely filled out using readable fonts and duly signed, can be sent to the Company:
 

• by registered mail, to the following address:
   

ACEA SpA
Affari Legali e Societari  – Rif. “Delega di voto”
P.le Ostiense, 2
00154 Roma

or
 

• by certified email to: adempimentisocietari.corporate@pec.aceaspa.it

Please, when sending the proxy indicate the telephone number or e-mail of the sender.

Representative appointed by the Company

The proxy can be conferred, with voting instructions for all or some of the proposals for resolution on the subjects on the agenda, to Computershare S.p.A., with registered office in Milan (Italy), via Lorenzo Mascheroni No. 19, postcode 20145, for this purpose designated by the Company in accordance with article art. 135-undecies, of the Italian Consolidated Financial Act (TUF).

The specific proxy form prepared by the said Appointed Representative, in accordance with the Company, must be used for this purpose; the form is available on the web site www.gruppo.acea.it  in the section “2018 Shareholders’ Meeting”.

The original copies of the proxy for the Appointed Representative, with the voting instructions, must be received by Computershare S.p.A., in via Lorenzo Mascheroni No. 19, 20145 Milan (Italy), if necessary sending a copy in advance with a declaration of compliance that the copy is conform to the original, by fax sent to the number +39 02 46776850, or attached to an email sent to: ufficiomilano@pecserviziotitoli.it, by the end of the second open market day before the date of the Meeting, also on second call (in other words respectively, by 18 April 2018 or 25 April 2018). The proxy conferred in this way is only valid for the proposals for which voting instructions have been given. The proxy and the voting instructions can be revoked within the same deadline indicated above.

The proxy form, with the relevant instructions for completing and sending it, are available at the Company's registered office or on the Company web site www.gruppo.acea.it  in the “2018 Shareholders’ Meeting” section.

In accordance with art. 83-sexies of Legislative Decree no. 58 of 24 February 1998, and art. 13 of the By-laws, the right to attend the Shareholders’ Meeting and to exercise the right to vote - including by proxy - rests with those in whose favour the Company has received the communication from an authorized intermediary attesting their right to participate in the meeting and exercise the right to vote on the basis of the accounting records at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting (i.e. 8 April 2019).

All crediting and debiting entries made on the accounts after this deadline will not be considered for the purpose of authorizing a person to exercise the right to vote at the shareholders’ meeting.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

In accordance with art. 83-sexies of Legislative Decree no. 58 of 24 February 1998, and art. 13 of the By-laws, the right to attend the Shareholders’ Meeting and to exercise the right to vote - including by proxy - rests with those in whose favour the Company has received the communication from an authorized intermediary attesting their right to participate in the meeting and exercise the right to vote on the basis of the accounting records at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting  (i.e. 18 aprile 2017).

All crediting and debiting entries made on the accounts after this deadline will not be considered for the purpose of authorizing a person to exercise the right to vote at the shareholders’ meeting.

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting. The questions may be sent to the Company by  24 April 2017:

- by registered mail, to the following address: Acea SpA - Affari Legali e Societari, P.le Ostiense, 2 - 00154 Roma
or

- Or by certified e-mail to AdempimentiSocietariCorporate@aceaspa.it 


The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders’ shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions

In accordance with art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital, can in a specific written request, within ten days of publication of the Notice of Meeting request further items to be included in the agenda or present their own proposals for resolutions on items already on the agenda; requests must be presented with a copy of the notification issued by the intermediaries keeping the books in which the applicant shareholders shares are registered. In the same way within the above deadline, proposing shareholders must send a report on the subjects they wish to propose for discussion with the grounds for further proposals for resolution presented on items already on the agenda. In any case, every shareholder with a right to vote can individually present proposals for resolution in the meeting. Subjects on which the Meeting resolves, pursuant to the law, on the basis of proposals of Directors or a project or reports prepared by the same, other than those in art. 125-ter, paragraph 1 of the TUF, cannot be included in the agenda.

Any inclusions in the list of items to be discussed by the Meeting following the above requests or presentation of further proposals for resolution on items already on the agenda is notified in the same way as is required for the publication of the notice of meeting, at least fifteen days before the date of the Meeting.

Requests must be sent to the Company:

- by registered mail, to the following address: Acea SpA - Affari Legali e Societari, P.le Ostiense, 2 - 00154 Roma 

 Each person entitled to attend the Shareholders’ Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form  available on the Company website  www.acea.it (2017 Shareholders’ Meeting section).

The proxy, to be completely filled out using readable fonts and duly signed, can be sent to the Company:

- by registered mail, to the following address: Acea SpA - Affari Legali e Societari  – Rif. “Delega di voto” 
P.le Ostiense, 2 - 00154 Roma 

or

- by email to adempimentisocietari.corporate@pec.aceaspa.it 

Please, when sending the proxy indicate the telephone number or e-mail of the sender. 

Representative appointed by the Company

The proxy can be conferred, with voting instructions for all or some of the proposals for resolution on the subjects on the agenda, to Computershare S.p.A., with registered office in Milan (Italy), via Lorenzo Mascheroni No. 19, postcode 20145, for this purpose designated by the Company in accordance with article art. 135-undecies, of the Italian Consolidated Financial Act (TUF).  The specific proxy form prepared by the said Appointed Representative, in accordance with the            
     Company, must be used for this purpose; the form is available on the web site www.acea.it in the section (Shareholder's meeting 2017)

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

In accordance with art. 83-sexies of Legislative Decree no. 58 of 24 February 1998, and art. 13 of the By-laws, the right to attend the Shareholders’ Meeting and to exercise the right to vote - including by proxy - rests with those in whose favour the Company has received the communication from an authorized intermediary attesting their right to participate in the meeting and exercise the right to vote on the basis of the accounting records at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting (i.e il 19 April 2016).

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting,
Applications can be sent to the Company by 25 April 2016:

•  By registered mail to the following address:

Acea S.p.A.
Affari Legali e Societari
P.le Ostiense, 2
00154 Roma

in advance by fax to n.+ 39 06 57994229

 or

•  by email to:AdempimentiSocietariCorporate@aceaspa.it

The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders’ shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions received before the Meeting will be answered at the latest during the Meeting, the Company having the right to provide one single answer to questions on the same subject.

In accordance with art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital, can in a specific written request, within ten days of publication of the Notice of Meeting request further items to be included in the agenda or present their own proposals for resolutions on items already on the agenda; requests must be presented with a copy of the notification issued by the intermediaries keeping the books in which the applicant shareholders shares are registered. In the same way within the above deadline, proposing shareholders must send a report on the subjects they wish to propose for discussion with the grounds for further proposals for resolution presented on items already on the agenda. In any case, every shareholder with a right to vote can individually present proposals for resolution in the meeting. Subjects on which the Meeting resolves, pursuant to the law, on the basis of proposals of Directors or a project or reports prepared by the same, other than those in art. 125-ter, paragraph 1 of the TUF, cannot be included in the agenda

Any inclusions in the list of items to be discussed by the Meeting following the above requests or presentation of further proposals for resolution on items already on the agenda is notified in the same way as is required for the publication of the notice of meeting, at least fifteen days before the date of the Meeting.
Requests must be sent to the Company:

- by registered mail, to the following address:

ACEA S.p.A.
Affari Legali e Societari
P.le Ostiense, 2
00154 Roma

Each person entitled to attend the Shareholders’ Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form available on the Company website www.acea.it 

 The proxy, to be completely filled out using readable fonts and duly signed, can be sent to the Company

 - by registered mail, to the following address:

ACEA SpA
Affari Legali e Societari  – Rif. “Delega di voto”
P.le Ostiense, 2
00154 Roma

or

-by certified email to: adempimentisocietari.corporate@pec.aceaspa.it

Please, when sending the proxy indicate the telephone number or e-mail of the sender. 

Representative appointed by the Company

The proxy can be conferred, with voting instructions for all or some of the proposals for resolution on the subjects on the agenda, to Computershare S.p.A., with registered office in Milan (Italy), via Lorenzo Mascheroni No. 19, postcode 20145, for this purpose designated by the Company in accordance with
 article art. 135-undecies, of the Italian Consolidated Financial Act (TUF).

The specific proxy form prepared by the said Appointed Representative, in accordance with the            
Company, must be used for this purpose; the form is available on the web site www.acea.it in the section “Shareholders’ Meeting 2016”.

The original copies of the proxy for the Appointed Representative, with the voting instructions, must be received by Computershare S.p.A., in via Lorenzo Mascheroni No. 19, 20145 Milan (Italy), if necessary sending a copy in advance with a declaration of compliance that the copy is conform to the original, by fax sent to the number +39 02 46776850, or attached to an email sent to: ufficiomilano@pecserviziotitoli.it, by the end of the second open market day before the date of the Meeting, also on second call (in other words respectively, by 18 April 2018 or 25 April 2018). The proxy conferred in this way is only valid for the proposals for which voting instructions have been given. The proxy and the voting instructions can be revoked within the same deadline indicated above.

The proxy form, with the relevant instructions for completing and sending it, are available at the Company's registered office or on the Company web site www.acea.it in the “2016 Shareholders’ Meeting” section.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

In accordance with art. 83-sexies of Legislative Decree no. 58 of 24 February 1998, and art. 13 of the By-laws, the right to attend the Shareholders' Meeting and to exercise the right to vote - including by proxy - rests with those in whose favour the Company has received the communication from an authorized intermediary attesting their right to participate in the meeting and exercise the right to vote on the basis of the accounting records at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e 14 April 2015).

Le registrazioni in accredito o in addebito compiute sui conti successivamente al suddetto termine non rilevano ai fini della legittimazione all'esercizio del diritto di voto nell'Assemblea.

Right to ask questions before the Shareholders' Meeting

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting.

The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders' shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions received before the Meeting will be answered at the latest during the Meeting, the Company having the right to provide one single answer to questions on the same subject

Applications can be sent to the Company by 20 April 2015

-By registered mail to the following address:

ACEA S.p.A. Affari Legali e Societari P.le Ostiense, 2 - 00154 Roma

in advance by fax to + 39 06 57994229

or

by certified email to: AdempimentiSocietariCorporate@acceaspa.it

Pursuant to art. 127-ter of the Consolidated Finance Act (TUF), those entitled to vote may ask questions on the items on the agenda before the Shareholders' Meeting.

The questions must be accompanied by appropriate certification attesting ownership of the shares, issued by the intermediaries holding the accounts on which the shares of the applicant shareholders are registered, or alternatively the intermediary's notification required for attendance at the meeting. Questions received prior to the Meeting will be answered no later than during the meeting, the Company being entitled to provide one encompassing answer to questions having the same content.

Questions may be submitted to the Company no later than 20 April 2015:

by registered mail to the following address:

ACEA S.p.A. Affari Legali e Societari P.le Ostiense, 2 00154 Rome

sent in advance by fax to no.+ 39 06 57994229

or

by certified email to the following address: AdempimentiSocietariCorporate@acceaspa.it

In accordance with art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital, can in a specific written request, within ten days of publication of the Notice of Meeting request further items to be included in the agenda or present their own proposals for resolutions on items already on the agenda; requests must be presented with a copy of the notification issued by the intermediaries keeping the books in which the applicant shareholders shares are registered. In the same way within the above deadline, proposing shareholders must send a report on the subjects they wish to propose for discussion with the grounds for further proposals for resolution presented on items already on the agenda. In any case, every shareholder with a right to vote can individually present proposals for resolution in the meeting. Subjects on which the Meeting resolves, pursuant to the law, on the basis of proposals of Directors or a project or reports prepared by the same, other than those in art. 125-ter, paragraph 1 of the TUF, cannot be included in the agenda.

Any inclusions in the list of items to be discussed by the Meeting following the above requests or presentation of further proposals for resolution on items already on the agenda is notified in the same way as is required for the publication of the notice of meeting, at least fifteen days before the date of the Meeting.

Requests must be sent to the Company:

by registered mail, to the following address:

ACEA S.p.A. Affari Legali e Societari P.le Ostiense, 2 - 00154 Roma

-in advance by fax to + 39 06 57994229

Each person entitled to attend the Shareholders' Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form available on the Company website www.acea.it (2015 Shareholders' Meeting section).

Acea S.p.a. Affari Legali e Societari – Rif. "Delega di voto" P.le Ostiense, 2 - 00154 Roma

or

by certified email to: adempimentisocietari.corporate@pec.acceaspa.it

Please, when sending the proxy indicate the telephone number or e-mail of the sender.

Adoption of the Regulation is expressly recommended by the Code of Conduct for listed companies and is aimed at streamlining the management of the Shareholders' Meeting functioning.

The approved Regulation is the result of detailed studies of texts prepared by various study Commissions established by different trade associations.

The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.

At the request of the shareholder Roma Capitale and in the formulation from the same proposal

Evaluation of the Board of Directors on points 4-5-6-7

Other documents of the shareholder Roma Capitale

Each person entitled to attend the Shareholders' Meeting may choose to be represented, pursuant to law, by written proxy given by signing the form issued at the request of the person entitled by the authorized intermediary or using the proxy form available on the Company website www.gruppo.acea.it.

The proxy, to be completely filled out using readable fonts and duly signed, can be sent to the Company:

○ by registered mail, to the following address:

ACEA S.p.a. Affari Legali e Societari – Rif. "Delega di voto" P.le Ostiense, 2 00154 Roma

or

○ by certified email to: adempimentisocietari.corporate@pec.acceaspa.it

Please, when sending the proxy indicate the telephone number or e-mail of the sender.

The proxy can also be granted to Istifid SpA, with registered office in Milan, Via Jenner n. 51, designated representative of the Company pursuant to art. 135-undecies of Legislative Decree 58/98.

The proxy granted to the designated representative must contain voting instructions on all or some of the items on the agenda and has effect only for the proposals in relation to which voting instructions are given.

The proxy form to delegate the designated representative is available for download and printing in this section of the Company's website, click here.

In accordance with art. 127-ter of the Italian Consolidated Financial Act (TUF), those entitled to vote can ask questions concerning the items on the agenda also before the Meeting.

The questions must be submitted with appropriate notification certifying ownership of the shares issued by the intermediaries keeping the books in which the applicant shareholders' shares are registered, or, alternatively, with the intermediary notification necessary for participation at the Meeting. Questions received before the Meeting will be answered at the latest during the Meeting, the Company having the right to provide one single answer to questions on the same subject.

Applications can be sent to the Company by 2 June 2014:

○ By registered mail to the following address:

ACEA S.p.A. Affari Legali e Societari P.le Ostiense, 2 00154 Roma

anticipata via fax al n.+ 39 06 57994181

or

○ by email to: AdempimentiSocietariCorporate@acceaspa.it

In accordance with art. 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital, can in a specific written request, within ten days of publication of the Notice of Meeting request further items to be included in the agenda or present their own proposals for resolutions on items already on the agenda; requests must be presented with a copy of the notification issued by the intermediaries keeping the books in which the applicant shareholders shares are registered. In the same way within the above deadline, proposing shareholders must send a report on the subjects they wish to propose for discussion with the grounds for further proposals for resolution presented on items already on the agenda. In any case, every shareholder with a right to vote can individually present proposals for resolution in the meeting. Subjects on which the Meeting resolves, pursuant to the law, on the basis of proposals of Directors or a project or reports prepared by the same, other than those in art. 125-ter, paragraph 1 of the TUF, cannot be included in the agenda.

Any inclusions in the list of items to be discussed by the Meeting following the above requests or presentation of further proposals for resolution on items already on the agenda is notified in the same way as is required for the publication of the notice of meeting, at least fifteen days before the date of the Meeting.

Requests must be sent to the Company:

○ by registered mail, to the following address:

ACEA S.p.A.

Affari Legali e Societari

P.le Ostiense, 2 00154 Roma

anticipata via fax al n.+ 39 06 57994181

Adoption of the Regulation is expressly recommended by the Code of Conduct for listed companies and is aimed at streamlining the management of the Shareholders' Meeting functioning.

The approved Regulation is the result of detailed studies of texts prepared by various study Commissions established by different trade associations.