Press Release
ACEA: SHAREHOLDER FINCAL SUBMITS REQUEST PURSUANT TO ARTICLE 126 -
BIS OF LEGISLATIVE DECREE NO. 58/1998
Rome, 6 August 2026 – ACEA S.p.A. (the "Company") announces that it has received a request under Article 126- bis of Italian Legislative Decree No. 58/1998 from shareholder Fincal S.p.A. ("Fincal"). The request was received on 5 August 2026 and relates to the Extraordinary and O rdinary Shareholders' Meeting to be held on 7 September 2026, on first call, and, if necessary, on 8 September 2026, on second call. Fincal holds 6,800,000 ordinary shares, representing 3.193% of the Company's share capital. The request:
• to supplement the agenda of the Extraordinary Shareholders' Meeting by adding the following item: "Amendments to Articles 6 and 13.2 of the Company's By -laws; related and consequent resolutions" ;
• with reference to item 2 of the agenda of the Ordinary Shareholders' Meeting, to submit a proposal to determine the number of members of the Board of Directors at 15.
Fincal has also stated that it may put forward a candidate for the additional Board seat, in accordance with the terms and deadlines set out in the notice convening the Shareholders' Meeting.
The request was accompanied by an explanatory report, as required under Article 126- bis, paragraph 4, of Italian Legislative Decree No. 58/1998, setting out the reasons behind the proposed resolutions.
Fincal states that the proposed amendments to Articles 6 and 13.2 of the Company's By -
laws are intended to increase the statutory threshold for share ownership and the exercise of voting rights from 8% to 12% , "...thereby allowing investors other than Roma Capitale to achieve a greater presence in the Company's shareholding structure and to exercise broader corporate governance rights." According to the shareholder, the proposed amendments are intended to "...encourage more active shareholder participation in the Company's affairs, greater involvement in shareholders' meeting resolutions and broader contestability of voting rights, while maintaining a significant statutory threshold capable of preventing excessive concentrations both in terms of share ownership and shareholders' meeting influence." The Board of Directors will be convened promptly to examine Fincal's request and the supporting documentation submitted, and to adopt the resolutions falling within its competence.
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