Shareholders' meetings 24 april 2024

The Ordinary Shareholders' Meeting of A2A S.p.A. is convened at the Museo Diocesano di Brescia in Brescia, via Gasparo da Salò 13, on April 24, 2024, at 10:00 a.m., in first call, and, if necessary, in second call on April 29, 2024, at the same time and place, to discuss and resolve on the following

Agenda

1. Approval of the financial statements for the year ended December 31, 2023; Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Submission of the consolidated financial statements ending December 31, 2023. Presentation of the non-financial Consolidated Statement under Legislative Decree no. 254/2016 and related Supplement – Integrated Financial Statements 2023.
2. Allocation of the 2023 profit and distribution of the dividend.
3. Resolutions regarding Section I (Remuneration Policy) of the Report on the Remuneration Policy and Fees paid pursuant to art. 123-ter of Legislative Decree no. 58 (February 24, 1998), as subsequently amended and supplemented.
4. Resolutions on Section II (Remuneration paid to members of management and control bodies, general managers and other executives with strategic responsibilities) of the Report on Remuneration Policy and Fees paid pursuant to Article123-ter of Legislative Decree No. 58 of February 24, 1998, as amended and supplemented.
5. Authorisation to purchase and dispose of treasury shares, subject to revocation, if not used, of the previous authorisation resolved by the Shareholders’ Meeting of April 28, 2023.
    

Intervening at the Shareholders’ Meeting and exercise of voting by proxy

Persons eligible to participate in the Shareholders' Meeting are those who hold voting rights at the end of the accounting day of April 15, 2024 (Record date) and for whom the Company has received, by the end of the third market trading day (April 19, 2024) prior to the date set for the Shareholders' Meeting on first call, the relevant communication from the authorised intermediaries required by current regulations. The right to attend and vote shall remain unaffected if the notice is received by the Company after the aforementioned deadline, provided that it is received before the start of the meeting proceedings. Those who confirm ownership of the shares after such Record date shall not have the right to take part in the Meeting and vote. People entitled to intervene may be represented in the Shareholders’ Meeting by means of a written proxy, as permitted by law, with the option to use the proxy form available at the Registered Office and on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section). The voting proxy may be notified, also electronically, to the Company at the following address a2a@pec.a2a.eu, indicating “Proxy for the A2A SpA Shareholders’ Meeting April 24-29, 2024”. Any prior notification shall not exempt the delegated party during accreditation for access to the Shareholders’ Meeting work, from the obligation of certifying conformity with the original of the copy served, and the identity of the delegating party.
Voting by correspondence or electronic means is not provided for.
It is also noted that the Shareholders’ Meeting approved the adoption of a Shareholders’ Meeting regulation governing the correct and orderly conduct of the Shareholders’ Meeting, including, inter alia, rules regarding the intervention, participation and assistance in the Shareholders’ Meeting and verification of the legitimacy to intervene and to the presence in the Meeting. The aforementioned Shareholders’ Meeting regulations can be found on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section).

Company’s Appointed Representative

The proxy may be executed, without any charges to the principal, and including voting instructions, on all or some of the motions on the agenda, to Computershare S.p.A., with registered office in Milan, at Via Lorenzo Mascheroni n. 19, postal code 20145, tasked by Company with such duties pursuant to Article 135-undecies, of Legislative Decree no. 58/1998. For this purpose, the designated proxy form, prepared by the Designated Representative, in agreement with the Company, and available on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section) must be used. The proxy to the Designated Representative, with the voting instructions, must be received, in the manner indicated on the proxy form itself, by the end of the second trading day before the date set for the Shareholders' Meeting also on second call (i.e. by April 22, 2024 or April 25, 2024, respectively). The proxy, thus conferred, shall be valid only for the proposals in relation to which voting instructions were conferred. The proxy and voting instructions may be cancelled within the term mentioned above. The proxy form, with instructions for completing and submitting it, is available at the Registered Office and on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section). Any prior notification shall not exempt the delegated party during accreditation for access to the Shareholders’ Meeting work, from the obligation of certifying conformity with the original of the copy notified and the identity of the delegating party.
The designated representative is available for any clarification regarding the conferment of the proxy by e-mail at offices@computershare.it or by telephone at +39 02 46776814.

Share capital

Pursuant to Article 5 of the current Bylaws, the share capital is 1,629,110,744.04 euro represented by 3,132,905,277 ordinary shares with a nominal value of 0.52 euro each. Pursuant to Article 6 of the current Bylaws, the shares are indivisible and each share entitles to one vote, with the exception of treasury shares held by the Company (at the date of this notice, the Company does not hold treasury shares), for which, pursuant to the law, the voting right is suspended and without prejudice to the provisions of Article 9 of the current Bylaws regarding shareholding limits and shareholders’ agreements.

Right to ask questions on agenda items

Pursuant to Article 127-ter of Legislative Decree 58 of February 24, 1998, as subsequently amended and supplemented, anyone with voting rights may submit questions on the items on the agenda even before the Shareholders' Meeting by sending them - by the end of the seventh trading day prior to the date set for the Shareholders' Meeting in first call and therefore by April 15, 2024 - to the Company Secretariat by fax to +39 02 77208142 or to the e-mail address assemblea2024@pec.a2a.it, indicating “Questions for the A2A SpA Shareholders’s Meeting of April 24-29, 2024” in the subject line. The entitlement to exercise this right shall be certified by sending a copy of the notice issued by the intermediaries holding the accounts on which the applicant's shares are registered to the fax or e-mail address mentioned above. Forwarding may also take place after the submission of the questions as long as it is within the time limit referred to in Article 127-ter, paragraph 1-bis of Legislative Decree 58 of February 24, 1998, as subsequently amended and supplemented (the third day thereafter, i.e. April 18, 2024). 
Responses to questions received prior to the Shareholders' Meeting from eligible persons that are relevant to the items on the agenda will be provided by the Company no later than the second day prior to the date of the Shareholders' Meeting ( April 22, 2024), through publication on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section), and the Company may provide a single answer to questions with the same content.

Additions to the agenda and presentation of new resolution proposals

Pursuant to article 126-bis of legislative decree 58 of February 24, 1998, as subsequently amended and integrated, Shareholders who,‭ even jointly,‭ represent at least one fortieth of the share capital,‭ may request in writing,‭ within ten days from the date of publication of this notice and therefore by April 4, 2024,‭ to integrate the items for discussion,‭ indicating in specific written request the additional items they propose for discussion or to submit resolution proposals on items already on the agenda. Applications must be submitted by registered letter with return receipt sent to the address “A2A S.p.A. Company Secretariat Corso di Porta Vittoria 4 20122 Milan - Italy” and at the same time sent in advance by fax to +39 02 77208142 or to the e-mail address assemblea2024@pec.a2a.it, together with the appropriate communication certifying the entitlement to exercise this right issued by the intermediaries holding the accounts on which the shares of the requesting Shareholders are registered. By the above term, proposing Shareholders shall present, in the same manner, a report outlining the reasons for the resolution proposals on new matters they propose to be discussed, that is the justification related to the additional resolution proposals submitted on matters already on the agenda. The integration of the agenda is not allowed for matters on which the Meeting resolves, by law, at the proposal of the Directors or on the basis of a project or a report prepared by them, other than those referred to in article 125-ter, paragraph 1, of legislative decree February 24, 1998, no. 58, as subsequently amended and integrated. Any additions to the list of matters that the Shareholders’ Meeting will have to cover as a result of the aforementioned requests or the presentation of further resolution proposals on matters already on the agenda shall be reported in the same forms prescribed for the publication of the notice of call, at least fifteen days before the date set for the Shareholders’ Meeting on first call (i.e. by April 9, 2024). Simultaneously with the publication of this information, the reports prepared by those requesting the integration or the additional resolution proposals presented will be made available to the public, in the same manner as for the documentation relating to the Shareholders’ Meeting, accompanied by any evaluations of the Board of Directors.‬‬‬‬‬‬

Documentation

The documents relating to the Shareholders' Meeting required by the regulations in force, together with the proposed resolutions on the items included in this agenda, are made available to the public, within the prescribed time limits, at the registered office, on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section) and at the authorised storage mechanism “1Info” at www.1info.it. 
This notice is published by extract in the newspaper “Il Sole 24 Ore” today.

March 25, 2024

For the Board of Directors
Chairman
Roberto Tasca