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 14 April 2015).

Le registrazioni in accredito o in addebito compiute sui conti successivamente al suddetto termine non rilevano ai fini della legittimazione all'esercizio del diritto di voto nell'Assemblea.

Right to ask questions before the Shareholders' Meeting

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 20 April 2015

-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 + 39 06 57994229

or

by certified email to: AdempimentiSocietariCorporate@acceaspa.it

Pursuant to art. 127-ter of the Consolidated Finance Act (TUF), those entitled to vote may ask questions on the items on the agenda before the Shareholders' Meeting.

The questions must be accompanied by appropriate certification attesting ownership of the shares, issued by the intermediaries holding the accounts on which the shares of the applicant shareholders are registered, or alternatively the intermediary's notification required for attendance at the meeting. Questions received prior to the Meeting will be answered no later than during the meeting, the Company being entitled to provide one encompassing answer to questions having the same content.

Questions may be submitted to the Company no later than 20 April 2015:

by registered mail to the following address:

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

sent in advance by fax to no.+ 39 06 57994229

or

by certified email to the following address: 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

-in advance by fax to + 39 06 57994229

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 (2015 Shareholders' Meeting section).

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.

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.