The ordinary Shareholders' Meeting of A2A S.p.A. is convened at the Auditorium of the A2A waste disposal plant in Brescia, via Malta 25/r, for November 29, 2023, at 09:00, on first call and, if necessary, on second call for November 30, 2023, same time and place, to discuss and resolve on the following
Entitled to intervene at the Shareholders' Meeting are those entitled to vote at the end of the accounting day of November 20, 2023 (Record date) and for which the Company received, by the end of the third open market day (November 24, 2023) prior to the date set for the Shareholders' Meeting on first call, the related communication by the authorized intermediaries provided for 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. Those entitled to intervene may be represented in the Shareholders' Meeting pursuant to the law by means of a written proxy with the right to use the related proxy form available at the Registered Office and on the Company's website (www.gruppoa2a.it section “Investors” – “Governance” – “Shareholders' Meetings”). The proxy may be notified, even electronically, to the Company at the following address a2a@pec.a2a.eu, indicating in the subject “Shareholders' Meeting Proxy A2A S.p.A. November 29-30, 2023”. 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 section “Investors” – “Governance” – “Shareholders' Meetings”).
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, for this purpose designated by the Company pursuant to article 135-undecies, Legislative Decree no. 58/1998. To this end, the specific proxy form must be used, prepared by the same Designated Representative, in agreement with the Company, available on the Company's website (www.gruppoa2a.it section “Investors” – “Governance” – “Shareholders' Meetings”). The proxy to the Delegated Representative, with voting instructions, must be received, in the manner indicated on the proxy form itself, by the end of the second trading day preceding the date set for the Meeting also on second call (i.e. by November 27, 2023 or November 28, 2023, 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 section “Investors” – “Governance” – “Shareholders' Meetings”). 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 delegated representative is available for any clarification regarding the conferment of proxy by e-mail at ufficiomi@computershare.it or by telephone on +39 02 46776814.
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.
Pursuant to article 127-ter of Legislative Decree February 24, 1998, no. 58, as subsequently amended and integrated, those entitled to vote may ask questions on agenda items whether at or before the Shareholders’ Meeting by sending them – by the end of the seventh day prior to the date set for the Shareholders’ Meeting on first call and therefore by November 20, 2023 – to the Company Secretariat by fax to the number +39 02 77208142 or the e-mail assemblea2023@pec.a2a.eu, indicating in the subject “Questions for the A2A S.p.A. Shareholders’ Meeting of November 29-30, 2023”. 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. The communication may also be made after the submission of the applications provided that it is made 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 (third subsequent day, i.e. November 23, 2023).
Answers to questions received prior to the Shareholders’ Meeting from entitled parties and that are relevant to the items on the agenda will be provided by the Company by the second day prior to the date of the Shareholders’ Meeting (November 27, 2023), by publishing on the company’s website (www.gruppoa2a.it section “Investors” – “Governance” – “Shareholders' Meetings” section), with the Company being entitled to provide a single answer to questions with the same content.
Pursuant to article 126-bis of legislative decree February 24, 1998, no. 58, 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 November 9, 2023, 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 in advance by fax to the number +39 02 77208142 or to the e-mail address assemblea2023@pec.a2a.eu, together with the appropriate communication certifying the entitlement to exercise this right issued by the intermediaries who keep 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 November 14, 2023). 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.
The Shareholders' Meeting is called upon to resolve on the appointment of a Director for replacement and following the resignation submitted on July 28, 2023 by Director Mr. Marco Emilio Angelo Patuano.
It is recalled that the appointment of the Director to replace Mr. Marco Emilio Angelo Patuano, who was a candidate in the majority list jointly presented by the shareholders of the Municipality of Brescia and the Municipality of Milan, will be made in compliance with the current regulations and the provisions of Article 18 of the Bylaws.
For further details, please refer to the illustrative report on the subject.
The documentation relating to the Shareholders' Meeting envisaged by the current regulations, together with the resolution proposals relating to the items included in this agenda, is made available to the public, within the prescribed time limits, at the Registered Office, on the Company's website (www.gruppoa2a.it section “Investors” – "Governance" - "Shareholders' Meetings") and at the authorized storage mechanism “1Info” at the address www.1info.it.
This notice is published by extract in the newspaper “Il Sole 24 Ore” today.
October 30, 2023
For the Board of Directors
Chairman
Roberto Tasca
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A2A S.p.A. - P.I. 11957540153