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Milan, 16 April 2021 - Notice is hereby given that A2A has presented today to the minority shareholders of LGH, which hold a combined share capital of 49%, a preliminary merger proposal of LGH in A2A. The proposal is made in accordance to the partnership agreement signed by the parties and to the press release in 12.18.2020 and 03.12.2021. The preliminary merger proposal is subject to the approval of the relevant bodies of the minority shareholders of LGH and envisages that the latter, after the merger, will hold a 2,75% share capital of A2A. According to the partnership agreements the acceptance of the preliminary merger proposal should be send to A2A by at least 70% of the minority shareholders of LGH. The merger will, however, be subject to the approval of the relevant bodies of A2A and LGH.

 

A2A Media Relations
Giuseppe Mariano
Tel. 02 7720.4583
ufficiostampa@a2a.eu

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Milan, 9 April 2021 – With reference to the start of the merger process of LGH in A2A, as per press release in date 18.12.2020 and 12.03.2021, notice is hereby given that the deadline for the presentation of the preliminary merger proposal to the minority shareholders, in accordance with the latter, has been postponed to April 30th 2021.

 

Contacts

A2A - Media Relations
Giuseppe Mariano
Tel. +39-02 7720.4583
ufficiostampa@a2a.eu

Investor Relations
Tel. +39-02 7720.3974
ir@a2a.eu

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Notice of document publication

Milan, 7 April 2021 – It is noted that 

  • the annual financial report, including A2A S.p.A. draft financial statements and consolidated financial statements of A2A Group for the year ended December 31st, 2020, together with the management report and the certifications pursuant to article 154–bis, paragraph 5, of the Legislative Decree February 24th, 1998, No. 58; 
  • the Consolidated Non-financial Statement pursuant to Legislative Decree 254/2016 and related Supplement – Integrated Financial Statements 2020; 
  • the reports of the external auditors and of the Board of Statutory Auditors and the report on corporate governance and ownership structure for the year 2020; 
  • the Compensation Report 2021 are available to the public at the Company’s registered office, on the website of A2A (www.a2a.eu) and on the website of the authorized storage mechanism “1Info” (www.1info.it). 

Contacts 
A2A - Media Relations 
Giuseppe Mariano 
Tel. +39-02 7720.4583 
ufficiostampa@a2a.eu

Investor Relations 
Tel. +39-02 7720.3974 
ir@a2a.eu

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Notice of document publication

Milan, 30 March 2021 – It is noted that

  • the illustrative report with reference to the purchase and disposal of treasury shares;
  • the documents regarding the merger of “A2A Telecommunications S.r.l.” in “A2A S.p.A.”;
  • the documents regarding the merger of “Suncity Energy S.r.l.” in “A2A S.p.A.”,

are available to the public at the Company’s registered office, on the website of A2A (www.a2a.eu) and on the website of the authorized storage mechanism “1Info” (www.1info.it).

Contacts
A2A - Media Relations
Giuseppe Mariano
Tel. +39-02 7720.4583
ufficiostampa@a2a.eu

Investor Relations
Tel. +39-02 7720.3974
ir@a2a.eu
 

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Notice of the convocation of the ordinary and extraordinary Shareholders' Meeting 29-30 April 2021

Milan, 30 March 2021 – The ordinary and extraordinary Shareholders’ Meeting of A2A S.p.A. is convened at the company’s registered office in Brescia, at via Lamarmora 230, for 29 April 2021, at 11:00 am, on first call and, if necessary, on second call for 30 April 2021, same time and place (attendees may attend via teleconference), to discuss and vote on the following

AGENDA

Ordinary part

  1. Financial Statements at 31 December 2020.
    1.1 Approval of the financial statements for the year ended December 31, 2020; Reports of the Board of Directors, the Board of Statutory Auditors and Independent Auditors. Presentation of the consolidated financial statements ending 31 December 2020. Presentation of the Consolidated Non-financial Statement pursuant to Legislative Decree 254/2016 and related Supplement – Integrated Financial Statements 2020.
    1.2   Allocation of the year’s profit and distribution of dividends.
  2. Report on the compensation policy and fees paid pursuant to art. 123-ter of Legislative Decree no. 58 (24 February 1998), as subsequently amended and supplemented.
    2.1 Resolutions pursuant to Section I (Compensation Policy).
    2.2  Resolutions pursuant to Section II (Fees paid to the members of the Boards of Directors and Auditors, to General Managers and to other key executives).
  3. Authorization to purchase and dispose of treasury shares, subject to revocation, if not used, of the previous authorization resolved by the Shareholders’ Meeting of 13 May 2020.

Extraordinary part

  1. Approval of the Merger by Incorporation of "A2A Telecommunications S.r.l." into "A2A S.p.A."; related and consequent resolutions.
  2. Approval of the Merger by Incorporation of "Suncity Energy S.r.l." into "A2A S.p.A."; related and consequent resolutions.


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

Entitled to intervene at the Shareholders’ Meeting are those entitled to vote at the end of the accounting day of 20 April 2021 (Record date) and for which the Company received, by the end of the third open market day (26 April 2021) 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 foregoing is without prejudice to the entitlement to intervene and vote if the communication reached the Company after the above deadlines, as long as by the beginning of the meeting. Those who confirm ownership of the shares after such Record date shall not have the right to take part in the Meeting and vote.
Pursuant to Art. 106, paragraph 4, of Law-Decree no. 18 of 17 March 2020, converted, with amendments, by Law no. 2 of 24 April 2020, as last amended by Art. 3, paragraph 6 of 31 December no 183 converted with amendments by Law Decree no. 21 of 26 February 2021, shareholders with voting rights will be enabled to take the floor at the Shareholders’ Meeting exclusively through the intermediary of Computershare S.p.A., the Representative designated by the Company under Art. 135-undecies of Legislative Decree no. 58/1998, who shall be appointed as proxy according to the procedure and conditions specified below.
No procedures for voting by mail or electronically are envisaged.
Pursuant to Art. 106, paragraph 2, of Law Decree no. 18 of 17 March 2020, converted with amendments by Law no. 2 of 24 April 2020, the Shareholders’ Meeting shall take place solely via appropriate telecommunication channels to allows participants to be identified, take the floor and exercise their voting right, without the need for them to be in the same place as the Chairman and the Secretary who draws up the minutes. Instructions for taking part in the Shareholders Meeting via telecommunications channels will be made known by Company to Computershare S.p.A., to the Directors and Statutory Auditors, as well as to others with rights to intervene, distinct from those with voting rights.


Company-designated representative

Pursuant to Art. 106, paragraph 4 of Law Decree no. 18 of 17 March 2020, converted with amendments by Law no. 2 of 24 April 2020, when shareholders with voting rights want to take the floor at the Shareholders’ Meeting, they must:
i) be represented, pursuant to Art. 135-novies, of Legislative Decree no. 58/1998, by a proxy and/or subproxy granted to Computershare S.p.A., Company’s Designated Representative under Art. 135-undecies, Legislative Decree no. 58/1998. To that end, a proxy/subproxy form should be downloaded from Company's website (www.a2a.eu “Governance” – “Shareholders’ meetings” section), filled and submitted to Computershare S.p.A. pursuant to the instructions appearing on the form itself. Given the current crisis, proxies may be granted up until 28 April 2021. Similarly, shareholders with voting rights may revoke, within that same term, the proxy/subproxy and any voting instructions conferred.
Ii) Pursuant to Art. 135-Undeciesundecies of Legislative Decree no. 58/1998, appoint with a special power of attorney with voting instructions, with no expenses accruing to the principal except for submission costs, Computershare S.p.A. as the Company’s Designated Representative on one or more items in the agenda by using the specific form provided (to be filled and submitted in hard copy or electronic format) available in the Company’s website (www.a2a.eu in the “Governance” – “Shareholders’ meetings” section), by the end of the second open market day prior to the date set for the Shareholders’ Meeting, including for calls subsequent to the second, and therefore also in second call (i.e. within 27 April 2021 or 28 April 2021, respectively). The proxy form, with instructions for completing and submitting it, is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders meetings” section). The proxy shall be valid only for motions for which voting instructions were conferred. The proxy and voting instructions may be rescinded within the term mentioned above.
The Designated Representative will be ready to address your questions and concerns at 0246776814 or via email at ufficiomi@computershare.it.
Shareholders will kindly note that Company reserves the right to supplement and/or modify the above instructions due to any intervening need arising out of the current epidemiological crisis caused by COVID-19, which developments are not currently foreseeable.


Share capital

Pursuant to article 5 of the current Articles of Association, the share capital is Euro 1,629,110,744.04 represented by 3,132,905,277 ordinary shares with a nominal value of Euro 0.52 each. Pursuant to article 6 of the current Articles of Association, the shares are indivisible and each share entitles to one vote, with the exception of treasury shares held by the Company (23,721,421 at the date of this notice), for which, pursuant to the law, the voting right is suspended and without prejudice to the provisions of article 9 of the current Articles of Association regarding shareholding limits and shareholders’ agreements.


Right to ask questions on agenda items

Pursuant to Art. 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, shareholders with voting rights may ask questions on the points in the agenda even before the Meeting by sending them - before the end of the seventh open market day prior to the scheduled first call meeting date, and therefore within 20 April 2021 – to the Secretary’s Office of the Company via facsimile to number +39 02 77208142 or via e-mail to assemblea2021@pec.a2a.eu, writing “Domande Assemblea A2A S.p.A. 29-30 April 2021” [Questions for A2A S.p.A.’s Meeting of 29-30 April 2021] in the heading. The legitimacy to exercise this right is certified by sending - to the fax number or e-mail address mentioned above - a copy of the specific notice issued by the intermediaries who keep the accounts on which the applicants’ shares are registered. The transmission may also take place after the submission of the questions, provided that it is within the term set forth in Art. 127-ter, paragraph 1-bis, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (third subsequent day, i.e. 23 April 2021).
In order to allow shareholders with voting rights to appoint proxies and give voting instructions to the Designated Representative, the answers to the questions received prior to the Shareholders' Meeting by the eligible parties and which are relevant to the items on the agenda will be provided by the Company within the third day prior to the date of the Shareholders' Meeting (26 April 2021) through publication on the Company's website (www.a2a.eu “Governance" - "Shareholders' meetings" section), and the Company shall have the right to provide a single response to questions having the same content.


Additions to the agenda and presentation of new resolution proposals

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 09 April 2021,‭ 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. The questions must be submitted by registered letter with return receipt sent to the address “A2A S.p.A. Segreteria Societaria Corso di Porta Vittoria 4 20122 Milano – Italia” and simultaneously sent by fax to number +39 02 77208142 or to the email address assemblea2021@pec.a2a.eu, together with the appropriate communication certifying the entitlement to exercise this right, issued by the intermediaries that 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 subjects that the Shareholders’ Meeting will have to cover as a result of the aforementioned requests or after the submission of additional resolution proposals on matters already on the agenda shall be reported in the same forms required 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 14 April 2021). 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.‬
 

Presentation of resolution proposals by shareholders with voting rights (Art. 126-bis, paragraph 1, third sentence, of the TUF)

Based on the procedures for attending in the Shareholders' Meeting indicated above, as regards the provisions set forth in Art. 126-bis, paragraph 1, third sentence, of Legislative Decree 58 of 24 February 1998, as subsequently amended and supplemented, shareholders with voting rights may individually submit proposals for resolutions at the Shareholders' Meeting on items already on the agenda, according to the following procedure:

  • the resolution proposals shall be submitted to the Company via the e-mail address (assemblea2021@pec.a2a.eu) no later than 14 April 2021; said proposals must be formulated in a clear and complete manner, together with information allowing for the identification of the person that submits them, including a telephone number;
  • together with the resolution proposals, the Company must receive the appropriate communication certifying to the legitimacy to exercise this right, issued by the intermediaries who keep the accounts on which the shares of the requesting Shareholders are registered.

The resolution proposals received will be published on the Company's website (www.a2a.eu “governance" - "Shareholders' meetings" section) by 19 April 2021, in order to allow persons with voting rights to express themselves in an informed manner, also taking into account such new proposals, and for the Appointed Representative to collect any voting instructions also on such proposals. For the purposes identified above, the Company reserves the right to verify the relevance of the proposals with respect to the items already on the agenda, their completeness and their compliance with applicable legislation, as well as the legitimacy of the proposers. In the event of alternative resolution proposals to those formulated by the Board, the Board's proposal shall be put to the vote first (unless it is withdrawn) and, only if it is rejected, the Shareholders' proposals shall be put to the vote. These proposals, even in the absence of a proposal from the Board, will be submitted to the Shareholders' Meeting starting with the proposal submitted by the Shareholders representing the largest percentage of the capital. Only if the proposal put to the vote is rejected will the next proposal be put to the vote in order of represented capital.


Documentation

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.a2a.eu “Governance” – “Shareholders meetings” section) 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.

 

Contacts
A2A - Media Relations
Giuseppe Mariano
Tel. +39-02 7720.4583
ufficiostampa@a2a.eu

Investor Relations
Tel. +39-02 7720.3974
ir@a2a.eu
 

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A2A, 2020 FINANCIAL STATEMENTS: SOLIDITY OF THE ECONOMIC RESULTS AND IMPROVEMENT IN SUSTAINABILITY PERFORMANCE

***

EBITDA at 1,204 million euro (1,234 at 31 December 2019) thanks to a significant recovery seen in the fourth quarter (+10%)

  • Ordinary EBITDA amounted to 1,191 million euro, aligned with 2019, despite the highly critical context in 2020
  • Net profit amounted to 364 million euro (389 million last year)
  • Capex at 738 million euro, +18% compared to 2019, 80% are consistent with the UN 2030 Agenda goals (SDGs) and approximately 40% relating to the circular economy, confirming the Group’s commitment to promote sustainable growth
  • Net Financial Position stands at 3,472 million euro (3,154 million euro at 31 December 2019). Excluding perimeter changes, the NFP came to 3,327 million euro
  • Improvement in Sustainability indicators:
    • 99.7% of municipal waste collected recovered as material or energy
    • 3.9 TWh in green energy sold to end customers
    • CO2 emissions reduced by 1 million tonnes
    • accident rate down by 17%

***

Dividend proposed to the Shareholders’ Meeting of 0,08 euro per share up 3.2% compared to the previous year

***

Milan, 18 March 2021 – At today’s meeting, the Board of Directors of A2A S.p.A., chaired by Marco Patuano, examined and approved the drafts of the Separate financial statements and of the Consolidated annual financial report at 31 December 2020.

"In a year characterised by the pandemic emergency, the Group has recorded positive results in line with the previous year, as confirmation of its solidity. A2A has continued, throughout the year, to guarantee essential services to citizens, demonstrating capacity to react, great professionalism and a sense of responsibility in its people” A2A’s Chief Executive Officer, Renato Mazzoncini, declared “2020 has also been a year of record capex, of 738 million euro, up on the previous year and 80% consistent with the 2030 UN Agenda goals. The proposal of a dividend growing on 2019 provides further evidence of A2A’s attention to shareholders and confirms full confidence in a business model based on sustainable development and the creation of value, as envisaged by the 2021-2030 Business Plan".

The results declining during the first half of the year as economic activities were put on hold by the public health authorities, evidenced a partial recovery over the following months.

The impacts of the economic emergency for the A2A Group were distributed unevenly during the year and differently in the areas of activity: lower impact for regulated activities and with a greater weighting for those more exposed to the price and consumption dynamics.

As regards energy consumption in particular, the net demand for electricity in Italy in 2020 was 302,751 GWh, showing a decline of 5.3% on the volumes recorded for the previous year; in the year just ended, moreover, the demand for natural gas dropped by 4.1% on 2019, coming in at 70,727 Mcm, the lowest booked in the last four years.

In respect of energy commodity prices, in 2020, the decreasing trend already in progress late 2019, was emphasized by the health emergency. The PUN (single nationwide price) recorded a decline of 25.7%, coming in at € 38.9/MWh: values marked an all-time low in May (€ 21.79/MWh) before then rising and in December reach € 54/MWh. Declining average values were also recorded for prices in high load time slots (-23.6% for the Peak Load PUN reaching 44.6 €/MWh).

The average price of gas to the PSV (Virtual Exchange Point) for 2020 amounted to € 10.4/MWh, down 35.5% compared to last year. More specifically, a downward trend is seen concentrated in the first half of 2020, with all-time lows in June (€ 5.9/MWh) and a rise, with a peak of € 16.3/MWh, in December.

The above economic environment, the need to ensure operating continuity and the objective to the country’s sustainable development, entailed:

  • a decrease in turnover (-6.3%);
  • stable ordinary margins recorded, thanks to appropriate hedging of energy production in the months prior to the pandemic and action taken to mitigate the negative effects of the health emergency, constantly providing high quality standards of service supplied and employee safety;
  • a significant increase in capex (+18% on 2019). In 2020, the Group invested 738 million, allocating most of the resources to environmental sustainability. Approximately 80% of capex, in fact, are remarked as “sustainable”, in line with the UN 2030 Agenda goals (SDGs). Consistently with the A2A strategy, capex are based on two pillars: circular economy and the energy transition. More specifically, around 40% concern the recovery of goods and energy, the reduction of water wastage and the extension of the capacity to purify water, with a view to assure a successful circular economy.
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