Price Sensitive Press Relesaes

Not for publication, distribution, directly or indirectly, in the United States of America, Canada, Australia or Japan

Rome, 16 May 2019 – Acea S.p.A (the “Company”), following the resolution of the Board of Directors of 6 May 2019 and the completion of the bookbuilding process, today successfully completed the placement of a non-convertible bond for a total principal amount of Euro 500 million, maturing on 23 May 2028 and at a rate of 1.750%, as part of the Euro Medium Term Notes (EMTN) Programme for Euro 3,000,000,000, under the Base Prospectus as last amended on 18 July 2018 and subsequently supplemented on 15 May 2019 (the "Notes").

The Notes were placed solely with institutional investors. The issue of Notes was very well received, with a request of 3.75 times the amount of Notes offered, from high quality investors and with broad geographical diversification.

The Notes have with a minimum denomination of €100,000 and were placed at an issue price of 98.794 %, with a yield of 1.897%.The Notes are governed by English law. The settlement date is 23 May 2019. 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 proceeds of the Notes will be used to finance ordinary business activities of the Company, as well as to support the investments provided for in the business plan for the two-year period 2019-2020.

The placement was carried out by Banca IMI S.p.A., Barclays Bank Plc, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, MPS Capital Services Banca per le Imprese S.p.A., Société Générale, UBI Banca and UniCredit Bank AG acting as Joint Bookrunners.

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

It is foreseen that Fitch ratings and Moody’s agencies will rate the Notes BBB+ and Baa2.

For further information, please refer to the press release published on 6 May 2019.

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This press 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.