Press Release

Acea S.p.A.: successful closing of the 10-Year Bond issue for €500 Million as part of EMTN Programme.

Not for publication, distribution, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Rome, 20 October 2016 – Acea S.p.A (rating BBB+ by Fitch Ratings, Baa2 by Moody’s) announces that it has on 19 October successfully completed a €500m placement of 10-year fixed rate bonds, as part of the Company’s €1.5bn Euro Medium Term Notes (EMTN) Programme, as last updated on 25 July 2016.

The issue of notes was very well received, with a request equal to twice the amount of Notes offered, from high quality investors and with broad geographical diversification.

The purpose of the issue is primarily to refinance bonds repurchased by Acea pursuant to an invitation to purchase announced on 12 October 2016, allowing an extension of the average maturity of the debt of the Company and the reduction of its average cost on the basis of the present trend of interest rates, in particular in the Eurozone.

The bonds were placed solely with institutional investors.

The bonds, with a minimum denomination of €100,000 and maturing on 24 October 2026, pay a gross annual rate of interest of 1% and were placed at an issue price of 98.377%. The bonds are governed by English law. The settlement date is 24 October 2016. As of that date, the bonds will be traded on the regulated market of the Luxembourg Stock Exchange, where the relevant prospectus for the EMTN Programme has been filed.

The placement was carried out by Banca IMI S.p.A., Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank and Deutsche Bank AG acting as Joint Lead Managers.

Acea’s counsel was the legal firm of White & Case and, in connection with tax matters, Foglia Cisternino & Partners, while the Joint Leader Managers’ counsel was the legal firm of Clifford Chance.

This release does not constitute an offer to sell bonds in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”) or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, constitute a violation of the relevant laws.

The securities may not be offered or sold in the United States of America to, or on behalf of or for the benefit of a U.S. person (a “U.S. person”, as defined in Regulation S of the Securities Act), unless they are registered under the Securities Act or an exemption under the Securities Act is available.

This release does not constitute a public offering of financial instruments in Italy, as defined by art. 1, paragraph 1, letter t) of Legislative Decree 58 of 24 February 1998.

This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No actions have been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan.


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