Annual General Meeting

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.

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.