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.

At the request of the shareholder Roma Capitale and in the formulation from the same proposal

Evaluation of the Board of Directors on points 4-5-6-7

Other documents of the shareholder Roma Capitale

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

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 S.p.a. Affari Legali e Societari – Rif. "Delega di voto" P.le Ostiense, 2 00154 Roma

or

○ by certified email to: adempimentisocietari.corporate@pec.acceaspa.it

Please, when sending the proxy indicate the telephone number or e-mail of the sender.

The proxy can also be granted to Istifid SpA, with registered office in Milan, Via Jenner n. 51, designated representative of the Company pursuant to art. 135-undecies of Legislative Decree 58/98.

The proxy granted to the designated representative must contain voting instructions on all or some of the items on the agenda and has effect only for the proposals in relation to which voting instructions are given.

The proxy form to delegate the designated representative is available for download and printing in this section of the Company's website, click here.

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.

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.

Applications can be sent to the Company by 2 June 2014:

○ By registered mail to the following address:

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

anticipata via fax al n.+ 39 06 57994181

or

○ by email to: AdempimentiSocietariCorporate@acceaspa.it

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 Roma

anticipata via fax al n.+ 39 06 57994181

Adoption of the Regulation is expressly recommended by the Code of Conduct for listed companies and is aimed at streamlining the management of the Shareholders' Meeting functioning.

The approved Regulation is the result of detailed studies of texts prepared by various study Commissions established by different trade associations.