Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
EXTRAORDINARY AND ORDINARY SHAREHOLDERS’ MEETING ON 28 E 29
SEPTEMBER 2026
EXPLANATORY REPORT BY THE SHAREHOLDER FINCAL S.P.A. ON ITEM 2 AND 3 OF
THE AGENDA FOR THE ORDINARY SESSION, PREPARED IN ACCORDANCE WITH
ARTICLE 126-BIS, PARAGRAPH 4 OF LEGISLATIVE DECREE 58 OF 1998 .
***
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
*** Evaluations of the Board of Directors of Acea S.p.A. pursuant to Article 126 -bis, paragraph 4, of the Consolidated Law on Finance (TUF) in relation to the proposed resolutions put forward by Fincal S.p.A. for the Ordinary Shareholders’ Meeting to be held on 28 and 29 September 2026
Dear Shareholders,
pursuant to Article 126 -bis of Legislative Decree 58 of 1998 (the “ TUF ”), the shareholder Fincal S.p.A.
(“Fincal ”) – holder of 6,800,000 ordinary shares of Acea S.p.A. (the “ Company ” or “ Acea ”), representing 3.193% of the relevant share capital – submitted on 5 August a proposal for a resolution concerning a matter already on the agenda, for the ordinary session of theShareholders ' Meeting (as defined below) of the Company’s shareholders, originally convened for 7 and 8 September 2026 and subsequently postponed – following the resolution of the Board of Directors of 19 August 2026, at the request of the shareholder Roma Capitale – to 28 and 29 September 2026 (in first and second call, respectively) (the “ Shareholders’ Meeting ”).
In particular, with regard to the item already set out under Item 2) of the agenda for the Ordinary Shareholders’ Meeting, Fincal has drawn up a new proposed resolution aimed at determining – subject to approval (and subsequent registration in the Companies Register, pursuant to Article 2436 of the Italian Civil Code) of the amendment to Acea’s Articles of Association referred to in Item 1 of the agenda for the Extraordinary Shareholders’ Meeting – the number of members of the Board of Directors as 15 (fifteen), rather than 14 (fourteen) as originally proposed by the shareholder Roma Capitale.
On 6 August 2026, Fincal also submitted a further proposal to the Company – in the event of approval of both the amendment to Article 15.1 of Acea’s Articles of Association ( i.e., the increase in the maximum number of members of the Board of Directors from 13 (thirteen) to 15 (fifteen)) proposed by Roma Capitale at the Extraordinary Shareholders’ Meeting, and the resolution to set the number of members of the Board of Directors at 15 (as proposed by Fincal at the Ordinary Shareholders’ Meeting) – concerning the appointment of the attorney Valentina Compagno as the fifteenth member of the Company’s Board of Directors, with a term of office expiring on the date of the Shareholders’ Meeting convened to approve the financial statements for the financial year ending 31 December 2028, coinciding with the term of office of the other members of the Board of Directors currently in office.
These requests by Fincal appear to be legitimate and correctly formulated, both from a subjective point of view – in that Fincal holds a stake (amounting to 3.193% of the share capital) exceeding the minimum threshold required by Article 126 -bis of the TUF ( i.e., at least one fortieth, or 2.5%, of the share capital) for exercising the right provided for therein; and from a temporal perspective, as the requests were submitted on 5 and 6 August 2026, within the deadline of 7 August 2026 ( i.e., the tenth day following the publication of the notice convening the Shareholders’ Meeting) as set out in the notice convening the Shareholders’ Meeting, and, finally, in terms of the documentation requirements, as Fincal promptly submitted the reports se tting out the reasons underlying its requests, accompanied by the relevant documents. For the avoidance of doubt, it should be noted that the aforementioned proposals submitted by Fincal do not, in any event, fall within the category of matters excluded pursuant to Article 126 -bis, paragraph 3, of the TUF, namely matters on which, by law, the Shareholders’ Meeting resolves upon a proposal of the Board of Directors or on the basis of a draft or report prepared by the Board of Directors. It should be noted that, as these requests were submitted within the deadlines originally set out in the notice convening the meeting, they remain valid and effective even following the change of the date of the Shareholders’ Meeting from 7 and 8 Septembe r 2026 to 28 and 29 September 2026, as expressly confirmed by the Company in its announcement of 26 August 2026.
Acea SpA - Piazzale Ostiense 2, 00154 - Roma / T 06 5799 3939
Cap Soc Euro 1.09 8.898.884 CF e P.IVA 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
Without wishing to comment on the merit of the proposals relative to the ordinary session of the Shareholders’ Meeting, the Board of Directors invites the Shareholders to take whatever decisions they deem most appropriate.
With respect to the above, at its meeting on 9 September 2026, Acea’s Board of Directors assessed, also with the support of its advisors:
- that the conditions for exercising the right of withdrawal do not apply in relation to Fincal’s proposal to set the number of members of the Board of Directors at 15 (fifteen), as this proposal does not fall within any of the specific grounds for withdrawal set out in Article 2437, paragraph 1 of the Italian Civil Code;
- that the proposal to set the effective number of members of the Board of Directors at 15 (fifteen) does not give rise to any regulatory obstacles, as this is a decision left to the discretion of the shareholders at the Shareholders’ Meeting, in accordance with Article 2380 -bis of the Italian Civil Code and Article 15.1 of the Articles of Association;
- that, with regard to the order of voting on the proposal by Roma Capitale (to expand the Board of Directors to 14 members) and the proposal by Fincal (to expand the Board of Directors to 15 members), the two proposals may reasonably be regarded as cumulative, in that Fincal’s proposal (to expand to 15 members) potentially encompasses and supersedes that of Roma Capitale (to expand to 14 members). It was therefore considered preferable to put Fincal’s proposal to the Shareholders’ Meeting for a vote first, and then only if it is rejected, to put Roma Capitale’s proposal to the vote, in order to ensure effective assessment by the Shareholders’ Meeting of the proposal lawfully submitted pursuant to Article 126- bis of the Consolidated Law on Finance, to highlight the relationship between the two proposals in terms of their nature, as well as with a view to protecting minority shareholders and promoting market openness.
The Board of Directors therefore submits for a decision to the Shareholders’ Meeting, convened in extraordinary and ordinary session at the Company’s registered office in Rome – Piazzale Ostiense 2 – on 28 September 2026 at 10:00 a.m. on first call and, if necessary, on 29 September 2026, at 3:00 pm, at the same place, on second call, the proposals put forward by the shareholder Fincal pursuant to Article 126- bis of the TUF, as previously referenc ed.
For the Board of Directors