Acea SpA - Piazzale Ostiense 2, 00154 - Rome / Tel. +39 06 57993939 Share Cap Euro 1,098,898,884 Tax ID Code and VAT No. 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
NOTICE REGARDING THE RESCHEDULED EXTRAORDINARY AND ORDINARY
SHAREHOLDERS’ MEETING
Acea S.p.A. hereby announces that, as communicated on 19 August 2026, the date set for the Extraordinary and Ordinary General Meeting of Shareholders – previously scheduled for 7 and 8 September 2026 at 10.00 am, in first and second call respectively, at t he company’s registered office in Rome, Piazzale Ostiense no.
2, has been rescheduled to 28 September 2026 at 10.00 am , on first call, and, if necessary, on second call, to 29 September 2026 at 3.00 pm at the same venue, to discuss and resolve on the following
Agenda
Extraordinary session :
1. Amendment to Article 15.1 of the Articles of Association; related and consequential resolutions;
and, subject to the approval of the aforesaid item 1 in the extraordinary part, Ordinary session :
2. Increase in the number of members of the Board of Directors from 13 (thirteen) to 14 (fourteen);
related and consequential resolutions.
3. Appointment of a member of the Board of Directors; related and consequential resolutions.
For information on:
- Procedures for conducting the Shareholder’s Meeting;
- Voting restrictions ;
- Share capital;
- Appointment of a member of the Board of Directors;
- Documentation;
please refer to the guidance provided in the relevant paragraphs of the notice of meeting published on 28 July 2026 (“ Notice of Meeting ”).
Please note that the terms “Designated Representative” and “CLF” referred to in this notice shall have the meanings set out in the Notice of Meeting.
The paragraphs set out below therefore contain provisions that have been updated to reflect the actual date of the Shareholders’ Meeting.
Right to attend the Shareholders’ Meeting : under the terms of art. 83- sexies of the CLF and art. 13 of the Articles of Association, the right to attend the Shareholders’ Meeting and to cast votes is attested by a communication to the Company, made by the intermediary, in compliance with the accounting records, on behalf of the ind ividual with voting rights, at the end of the accounting day of the seventh trading day prior to the date of the Shareholders’ Meeting, that is Thursday 17 September 2026 (record date). Those who only come into possession of shares after this date will not have the right to attend and vote in the Shareholders’ Meeting and may not therefore issue proxies to the Designated Representative. The intermediary’s communication pursuant to the present point must be received by the Company by the end
Acea SpA - Piazzale Ostiense 2, 00154 - Rome / Tel. +39 06 57993939 Share Cap Euro 1,098,898,884 Tax ID Code and VAT No. 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
of the third trading day prior to the date set for the Shareholders’ Meeting ( that is Wednesday 23 September 2026). The right to attend and vote if communications are received by the Company after this deadline but before the start of the proceedings for each call of the meeting remains valid.
Representation in the Shareholders’ Meeting : participation in the Shareholders’ Meeting by those with the right to do so is allowed exclusively by representation, conferring proxy pursuant to art. 135- undecies .1 of the CLF upon the Designated Representative Computershare S.p.A., according to the methods described hereafter and without this implying costs for the shareholders.
It should also be noted that in pursuant to art. 135- undecies of the CLF, the Designated Representative may also be granted proxies or sub -proxies pursuant to art. 135- novies of the CLF.
Proxy and sub- proxy pursuant to art. 135- undecies .1 of the CLF Shareholders who wish to participate in the Shareholders’ Meeting may confer upon the Designated Representative a proxy ex art. 135- undecies.1 of the CLF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format and sub -proxy prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.acea.it , “Shareholders’ Meeting September 2026” section, which also contains the link to the procedure for forwarding the proxy electronically.
The proxy/sub- proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, by the end of the second trading day prior to the Shareholders’ Meeting, that is by Thursday 24 September 2026, for the first call or Friday 25 September 2026, for the second call, and the proxy may be revoked within the same deadline.
Proxies thus conferred are only effective for the proposals in relation to which voting instructions have been conferred.
The Designated Representative can be contacted for clarifications or information by calling +39 0246776814 – 13 or by sending an e -mail to ufficiomi@computershare.it .
Questions regarding the items on the agenda: pursuant to art. 127- ter, paragraph 1- bis of the CLF, those who have the right to vote can ask questions regarding the items on the agenda prior to the Shareholders’ Meeting, ensuring that the questions are received at least seven trading days prior to the Shareholders’ Meeting on first call, in other words - by Thursday 17 September 2026 - exclusively by e -mail to the address AdempimentiSocietariCorporate@aceaspa.it .
Legitimacy to exercise this right is attested by sending to the above Company addresses a copy of the communication issued by the intermediaries keeping the accounts in which the shares of the requesting shareholders are recorded. The voting rights held ca n be attested subsequently to the questions being sent, provided this is within the deadline pursuant to art. 127- ter, paragraph 1- bis of the CLF (third day following the record date, namely by Sunday 20 September 2026 ).
In order to enable those with the right to attend to confer proxies and voting instructions on the Designated Representative, the replies to questions regarding items on the agenda will be given by the Company by Wednesday 23 September 2026, publishing them on the Company website, with the Company having the right to provide a single reply to questions with the same content.
Additions to the agenda and submission of new resolution proposals: requests to amend the agenda and proposals for resolutions on items already on the agenda, which have been received by the Company in accordance with Article 126 -bis of the CLF and within the deadlines set out in the Notice of Meeting (namely by Friday 7 August 2026), remain valid and effective.
Acea SpA - Piazzale Ostiense 2, 00154 - Rome / Tel. +39 06 57993939 Share Cap Euro 1,098,898,884 Tax ID Code and VAT No. 05394801004 - CCIAA RM REA 882486 - TRIB RM 355096/97
www.acea.it
As stated in the notice of 19 August 2026, any additions to the list of items to be discussed by the Shareholders’ Meeting as a result of the aforementioned requests and submission of further resolution proposals for items already on the agenda are disclos ed by Sunday 13 September 2026 (at least 15 days prior to the date of the Shareholders’ Meeting), in the same forms as those laid down for the publication of the Notice of Meeting.
Presentation of resolution proposals by those with voting rights (ex art . 135 -undecies.1, paragraph 2,
CLF)
Based on the methods of participation in the Shareholders’ Meeting indicated in article 135- undecies 1, paragraph 2 of the CLF, those with voting rights may submit resolution proposals to the Shareholders’ Meeting on the items on the Agenda individually, according to the following methods:
• resolution proposals must be sent to the Company, at the certified e -mail address (adempimentisocietari.corporate@pec.aceaspa.it ) by Sunday 13 September 2026; the aforesaid proposals must be set out clearly and in full, together with information enabling the identification of the person submitting them, including, where possible, a telephone number;
• the right to make proposals must be attested by a communication from an intermediary authorised pursuant to the laws in force, issued pursuant to Art. 83- sexies of the CLF, according to the methods specified in the preceding paragraph “Right to attend the Shareholder’s Meeting”.
The resolution proposals received will be published in the section of the Company’s website dedicated to this Shareholders’ Meeting ( www.acea.it –section “Shareholders’ Meeting 2026”), at the registered offices, as well as on the authorised storage mechanism 1info at www.1info.it without delay and in any event by Tuesday 15 September 2026. For the purpose of the above, the Company reserves the right to verify the pertinence of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable laws, and also the legitimacy of the proponent.
In the event of alternative resolution proposals to those prepared by the shareholder Roma Capitale, Roma Capitale’s proposal will be voted on first (unless it is withdrawn) and only if said proposal is rejected shall the proposals by the Shareholders be voted on. These proposals will be submitted to the Shareholder’s Meeting starting with the proposal submitted by the Shareholders representing the highest percentage of the capital. The following proposal in order of capital represented shall only be voted on in the event that the first proposal voted on is rejected.
Any proposals that have already been duly received by the Company as at the date of this notice remain valid and effective.
This notice is published on the Company’s website, www.acea.it – under the section “Shareholders’ Meeting September 2026” – as well as in the daily newspaper “Il Sole 24 Ore” on 2 6 August 2026, and is available via the authorised data storage mechanism 1Info at www.1info.it .
For the Board of Directors