Rome, 20 March 2014.  Further to Acea Spa's press releases of 10 and 20 March 2014 and the correspondence between Acea and one of its shareholders, the City of Rome (Roma Capitale), on 18 March 2014 the CONSOB requested the Company, pursuant to art. 114, para. 5, Legislative Decree 58/68  (the CFA):  "...to disclose the action...it has taken or intends to take with respect to the request of one of its shareholders, the City of Rome, together with the reasons for such action", in addition to asking the Board of Statutory Auditors "to disclose its considerations with respect to such action taken or intended to be taken by the Company’s management".

The following information is provided in response to these requests:

1. In a letter dated 3 March 2014, the Mayor of the City of Rome requested the following items be added to the agenda for the upcoming Annual General Meeting of Acea SpA:

                            “ a.     To reduce the number of Directors of the Company

   1. b. (should the above be approved) To elect the Board of Directors;
      c. To elect the Chairman;
      d. (in any event) To fix the remuneration of the Board of Directors."
      

       

2. The Company reported price sensitive information on 4 March 2014 in the form of an announcement that it had sought further clarification regarding the Mayor's request;

    

3. On 10 March 2014, Acea’s Board of Directors responded to the Mayor’s letter of 3 March and the "Report on the agenda items request of 3 March 2014" submitted on 10 March by the Mayor of the City of Rome by asking, among other things, for additional information on the report, in particular, with respect to the following:"if the Board’s termination regards all its members or only certain Directors, if there are any further reasons for establishing just cause and the eventual cost to be incurred by the Company as a result of the termination in question".

    

4. In a letter dated 13 March, the Mayor repeated his request for the Annual General Meeting to be called, stating that the information provided on 10 March was deemed adequate for the purposes of the CFA;

    

5. Subsequent to the Mayor's reply of 13 March:

    

   • the Company asked its legal advisors to report on the consistency of the requests contained therein with legislation currently in force, giving due consideration to all correspondence between Acea and the City of Rome;
   • the Chairman of Acea has convened a meeting of the Board of Directors for 24 March for the Board to take a position with respect to the requests, based on the conclusions reached by its legal advisors.

      

6. Acea’s Board of Directors will call the Annual General Meeting in accordance with statutory procedural requirements.