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.

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 il 19 April 2016).

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,
Applications can be sent to the Company by 25 April 2016:

•  By registered mail to the following address:

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

in advance by fax to n.+ 39 06 57994229

 or

•  by email to: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.

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

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.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 SpA
Affari Legali e Societari  – Rif. “Delega di voto”
P.le Ostiense, 2
00154 Roma

or

-by certified email to: adempimentisocietari.corporate@pec.aceaspa.it

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

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 registered office in Milan (Italy), via Lorenzo Mascheroni No. 19, postcode 20145, for this purpose designated by the Company in accordance with
 article art. 135-undecies, of the Italian Consolidated Financial Act (TUF).

The specific proxy form prepared by the said Appointed Representative, in accordance with the            
Company, must be used for this purpose; the form is available on the web site www.acea.it in the section “Shareholders’ Meeting 2016”.

The original copies of the proxy for the Appointed Representative, with the voting instructions, must be received by Computershare S.p.A., in via Lorenzo Mascheroni No. 19, 20145 Milan (Italy), if necessary sending a copy in advance with a declaration of compliance that the copy is conform to the original, by fax sent to the number +39 02 46776850, or attached to an email sent to: ufficiomilano@pecserviziotitoli.it, by the end of the second open market day before the date of the Meeting, also on second call (in other words respectively, by 18 April 2018 or 25 April 2018). The proxy conferred in this way is only valid for the proposals for which voting instructions have been given. The proxy and the 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 registered office or on the Company web site www.acea.it in the “2016 Shareholders’ Meeting” section.