The ordinary session of the Annual General Meeting, which is convened at least once a year, is the most important venue for contact and discussion between the company and its shareholders.
The Acea Board of Directors therefore endeavours to encourage and facilitate shareholder attendance at the meetings.
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:
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.
