The ordinary session of the Annual General Meeting, which is convened at least once a year, is the most important venue for contact and discussion between the company and its shareholders.
Here we present all the documentation pertaining to the meeting.
Information on the Share Capital
The share capital amounts to 1,098,898,884.00 Euros, represented by 212,964,900 ordinary shares with a par value of 5.16 Euros each, with equal rights.
In accordance with the provisions of art. 13.5 of the Articles of Association and taking into account the provisions of art. 106 of Italian Decree Law 17 March 2020 no. 18 (so-called “Cura Italia” Decree), converted with amendments by Italian Decree Law 24 April 2020 No. 27 as subsequently amended and most recently extended by Italian Decree Law 31 December 2025 No. 200 converted, with amendments, by Law No. 26 of 27 February 2026 – participation in the Shareholders’ Meeting and the exercise of voting by those with the right to do so is allowed exclusively by representation, conferring proxy ex 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 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 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 Monday 1 June 2026, for the first call or Tuesday 2 June 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 .
Pursuant to art. 127-ter, paragraph 1-bis of the Italian Legislative Decree 58/98 (CLF), those who have the right to vote can ask questions regarding the items on the agenda also before the Annual General Meeting, ensuring that they are received no later than Monday 25 May 2026 by: - e-mail to the address: AdempimentiSocietariCorporate@aceaspa.it
A communication attesting ownership of the quota of company shares released by the intermediaries keeping the accounts in which the shares of the requesting shareholders are recorded must be attached to the questions.
Ownership of voting rights can be attested subsequently to the questions being sent, as long as it is within the deadline of which in art 127-ter, paragraph 1-bis of the CLF (third day afterwards, or Thursday 28 May 2026).
The replies to questions pertinent to the items on the agenda will be given by the Company no later than Sunday 31 May 2026, publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.
Proxy/sub-proxy form to Computershare ex art. 135 undecies.1 TUF
The proxy must be sent by Monday 1 June 2026, in case of 1st call, or by Tuesday 2 June 2026, in case of 2nd call, in the manner indicated in the form itself.
Pursuant to art. 126-bis of the CLF, Shareholders even jointly representing at least one fortieth of the share capital may request additions to the list of items to be discussed, in writing, stating, in an appropriate written request, the further items being proposed by them and submitting resolution proposals for the items already on the agenda. Requests must be submitted within ten days of the publication of this notice of call, namely by Sunday 3 May 2026, to the Corporate Affairs Unit by sending a certified e-mail to adempimentisocietari.corporate@pec.aceaspa.it, together with a copy of the communication issued by the intermediaries keeping the accounts in which the shares of the requesting shareholders are recorded. Any proposing shareholders must submit, by the above deadline and through the same channels, a report on the matters they are proposing for discussion or on the reasons behind the further resolution proposals submitted for items already on the agenda.
Items that the Shareholder’s Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by them, other than those in art. 125-ter, paragraph 1 of the CLF, may not be added to the agenda. 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 disclosed by Tuesday 19 May 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 call.
Presentation of resolution proposals by those with voting rights (ex art. 135-undecies.1, paragraph 2, of the CLF)
Because of the methods of participation in the Shareholders’ Meeting described above - with reference to what is established by art. 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:
• the resolution proposals must be sent to the Company, at the certified e-mail address (adempimentisocietari.corporate@pec.aceaspa.it ) by Tuesday 19 May 2026; the aforesaid proposals must be clear and complete and include the information enabling the identification of the submitting subject, including a telephone number if possible;
• 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 website dedicated to this Shareholders’ Meeting (www.acea.it –Section "2026 Shareholders’ Meeting"), as well as on the authorised storage mechanism 1info at www.1info.it without delay and in any event by Thursday 21 May 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 of the Board, the Board 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, also in the event of the absence of a Board proposal, will be submitted to the Shareholder’s Meeting starting with the proposal submitted by the Shareholders representing the highest proportion 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.
In our archive you will find all information and documents pertaining to the Annual General Meetings, divided by year.