Shareholders' Meeting

Shareholders' Meeting 

April, 17/18th 2019 (first and second call)

Press releases and notices

Documentation

Information on the Share Capital

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.

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, sending them by 14/4/2019 by:

-  registered mail, to the following address:

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

 or

 - e-mail to the following address:
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.

Attendance and voting by proxy

Each person entitled to attend the Shareholders’ Meeting may choose to be represented, pursuant to the 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

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 head office in Milan, via Lorenzo Mascheroni, 19, post code 20145, for this purpose designated by the Company in accordance with art. 135-undecies of the Italian Consolidated Financial Act (TUF).

The specific proxy form prepared by the Appointed Representative, in accordance with the Company, must be used for this purpose; the form is available on the website www.gruppo.acea.it, in the “2019 Shareholders’ Meeting” section.

The original copy of the proxy for the Appointed Representative, with the voting instructions, must be received by Computershare S.p.A., via Lorenzo Mascheroni, 19, 20145 Milan, if necessary sending a copy in advance with a declaration of compliance that the copy is true to the original, by fax sent to the number 02.46776850, or attached to an e-mail sent to: ufficiomilano@pecserviziotitoli.it, by the end of the second trading day before the date of the Meeting, also on second call (i.e. 15 April 2019 or 16 April 2019 respectively). Proxies thus conferred are only valid for the proposals for which voting instructions have been given. Proxies and 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 head office or on the Company website www.gruppo.acea.it, in the “2019 Shareholders’ Meeting” section.

 

Right to participate in the Shareholders’ Meeting and exercise of the right to vote

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.

Adding new items in the agenda and submission of new proposals for resolution

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 Rome

or:

- by certified e-mail sent to: adempimentisocietari.corporate@pec.aceaspa.it