Those entitled to participate and exercise voting rights are convened to the General Meeting, in ordinary session, on April 23, 2015 at 10:00 am, on first call, in the Congress Center "The Forge", at the Central Tor di Valle, Via horsemanship of n. 32 - Roma, and in second call, on 7 May 2015, same time and place, to discuss and resolve on the following
In case of approval of the previous point
5. Appointment of two Board members and determination of the remuneration of the Board of Directors.
Right to attend the General Meeting: Pursuant to art. 83-sexies of Legislative Decree no. 58/98 (TUF) and Article. 13 of the Statute, the right to attend the meeting and exercise voting rights is certified by a communication to the Company by the intermediary, in accordance with the accounting records, in favor of the person who has the right to vote, at the end of the accounting day of the seventh trading day prior to the date (ie 04/14/2015). Those who hold shares only after that date will not be entitled to attend and vote at the meeting. The communication of the intermediary referred to in this point must reach the company by the end of the third trading day preceding the date set for the General Meeting (ie 20.4.2015). It retains the right to attend and vote if the communications are received by the Company after that date, provided that by the beginning of the Meeting on single call.
Delegation: those who are entitled to attend and exercise the right to vote at the Meeting may be represented by written proxy in accordance with current provisions of law; to this end, they may use the proxy form available at the registered office, on the website of www.acea.it Company, 2015 Assembly section, and from authorized intermediaries.
The proxy may be notified to the Company either by mail, by registered mail addressed to the office Piazzale Ostiense, 2-00154 Roma - Legal and Corporate Affairs, either by fax to +39 06 5799 4229, or, still, by certified mail at: firstname.lastname@example.org, or even by accessing the company's website above, 2015 Assembly section.
Any prior notification does not exempt the proxy, at the time of accreditation for access to the meeting, the obligation to show conformity with the original notified copy and to identify the principal, pursuant to art. 135 novies of TUF.
designated representative: The proxy may be granted, with voting instructions on all or some of the proposed agenda for the issues on the agenda, to Computershare S.p.A., with registered office in Milan, via Mascheroni Lorenzo n. 19, C.A.P. 20145, which has been appointed by the Company pursuant to art. 135-j, Decree. N. 58/1998. To this end it should use the specific proxy form, prepared by the Designated Representative, in agreement with the Company, available on internetwww.acea.it website under "Assembly 2015". The proxy to the Designated Representative, with voting instructions, must be submitted in original at the office of Computershare S.p.A., via Lorenzo Mascheroni n. 19, 20145 Milano, possibly anticipating a copy with a declaration of conformity to the original by fax to the number 02.46776850 or attaching it to an e-mail message to be sent to the address: email@example.com, by the end of the second market day opened before the date set for the General Meeting also in second call (ie by 21/04/2015 or 05/05/2015). The delegation thus conferred, has effect only for those proposals in relation to which voting instructions have been given. The proxy and voting instructions may be revoked within the period referred to above.
The proxy form, together with instructions for the compilation and transmission, are available at the registered office and on the www.acea.it Company's website in the "Assembly 2015".
Any prior notification does not exempt the proxy granted the accreditation for access to the meeting from the obligation to certify the conformity with the original notified copy and to identify the principal.
on voting rights limits: According to art. 6 of the Statute, with the exception of Roma Capitale and its subsidiaries, the shareholder who owns, according to criteria established by that article to paragraphs 2 and 3, an equity investment of 8% of the share capital may not exercise that limit the voting rights on surplus participation. The actions for which can not be exercised their right to vote are counted for the purpose of determining due constitution.
Under Article. 13 of the Bylaws, with the exception of Roma Capitale and its subsidiaries who have acquired the status of members, the right to vote can not be exercised even by proxy more than 8% of the share capital.
Share capital: According to Article 5 of the Articles, the share capital amounts to EUR 1,098,898,884.00 represented by. 212,964,900 ordinary shares with a nominal value of 5.16 Euro each. The shares are indivisible and each share is entitled to one vote with the exception of n. 416,993 own shares, for which the voting rights are suspended pursuant to art. 2357-ter of the Civil Code; information on the composition of the share capital can be found on the company website www.acea.it., the "Shareholders" section.
Questions on the items on the agenda
Under Article. 127-ter, paragraph 1-bis of the Consolidated Finance Act, those who have the right to vote may ask questions on matters on the agenda even before the Meeting coments by 20.04.2015 by sending it by registered mail, the headquarters Piazzale Ostiense, 2-00154 - Legal and Corporate Affairs, anticipated by fax to n. +39 06 5799 4229 or by e-mail communication at AdempimentiSocietariCorporate@aceaspa.it.
ntitlement to exercise rights is confirmed by transmission to the Company at the addresses mentioned above copy of the notice issued by the establishments holding accounts in which the shares of the requesting shareholders are recorded. Questions received within that time period will be answered at the latest during the Meeting, with the Company's ability to provide a single answer to questions with the same content.
Additions to the agenda and presentation of new draft resolutions
Under Article. 126-bis of TUF, shareholders who individually or jointly, represent at least one fortieth of the share capital may request in writing, within ten days of publication of this notice, the list of matters to be discussed, indicating in a special application written additional proposed matters or submit proposed resolutions on matters already on the agenda; applications must be submitted at the registered office by registered in advance by fax to n. +39 06 5799 4229, together with a copy of the notification issued by the establishments holding accounts in which the shares of the requesting shareholders are recorded. Within the period referred to above must be submitted by any shareholders proposing, in the same way, a report on which it is proposed that the discussion on the reasons for the additional resolutions proposed on materials already on the agenda. In any case, each person entitled to vote may present individual proposed resolutions at the meeting. Additions to the agenda are not allowed for matters on which the Meeting resolves, by law, at the proposal of the Directors or on the basis of a project or a report prepared by them, other than those referred to 'art. 125-ter, paragraph 1 of the CFA.
Any additions of materials that the Assembly will have to deal with as a result of these requests or the presentation of additional draft resolutions on matters already on the agenda is notified in the same manner prescribed for the publication of convening, at least fifteen days before the date set for the Meeting.
Documentation: The documentation for the Meeting, including the Reports of the Board of Directors and the proposed resolutions on the items on the agenda, are made available to the public in accordance with the provisions required by law, at the registered office and at the authorized storage mechanism 1Info, at www.1info.it and by publication on the internet site of the Company www.acea.it - Section Assembly in 2015.
Members can view and obtain copies of the aforementioned documentation.
This notice is published on the website of www.acea.it Society - Section Assembly 2015, pursuant to art. 125bis of TUF, and available at the storage mechanism authorized 1Info, at www.1info.it
Rome, there March 24, 2015
For the Board of Directors
Those entitled to participate and exercise voting rights are kindly invited to arrive an hour before the start of the meeting in order to facilitate registration operations and allow the timely start of the meeting.
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