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Shareholders' meetings

Notice of the convocation of the ordinary shareholders' meeting A2A S.p.A.

The first session of ordinary meeting of the shareholders of A2A S.p.A. is to be held on Monday, 15 May 2017 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Tuesday, 16 May 2017, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following

Agenda

1.    Financial statements at 31 December 2016.
1.1   Approval of the non-consolidated financial statements at 31 December 2016; Reports of the Board of Directors, the Board of Statutory Auditors, and the independent auditors. Presentation of the consolidated financial statements at 31 December 2016.
1.2   Allocation of the earnings for the period and dividend distribution.
2.    Approval of the Integrated Report 2016.
3.    Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
4.    Authorization for the purchase and assignment/sale/transfer of own shares, subject to the revocation of the preceding authorization, with reference to the unused portion thereof, which was approved by the meeting of the shareholders on 7 June 2016.
5.    Appointment of the Board of Directors.
5.1   Appointment of the members of the Board of Directors and the Chairman and Vice Chairman of the Board of Directors.
5.2   Determination of the compensation of the members of the Board of Directors.    
6.    Appointment of the Board of Statutory Auditors.
6.1  Appointment of the members of the Board of Statutory Auditors and the Chairman thereof.
6.2  Determination of the compensation of the acting members of the Board of Statutory Auditors.


Participation in the shareholders' meeting and exercise of vote by proxy
Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (4 May 2017) and for whom the Company has received, by the close of the third trading day (10 May 2017) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 15-16 May 2017.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).

Company’s designated representative
The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998.  For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 11 May 2017 or 12 May 2017, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given.  The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.

Share capital
Pursuant to Article 5 of the current corporate by-laws, the share capital is Euro 1,629,110,744.04, represented by 3,132,905,277 ordinary shares with par value Euro 0.52 each. Pursuant to Article 6 of the current corporate by-laws, the shares are indivisible and each share has the right to one vote, with the exception of the 23,721,421 treasury shares held by the Company as of the date of this meeting notice, for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current corporate by-laws with regard to limits of share ownership and shareholders’ agreements.

Right to ask questions about matters on the meeting agenda
Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 12 May 2017 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 15-16 May 2017.” The exercise of such right is certified through the transmission, to the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplementing the meeting agenda and presentation of new proposed resolutions
Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 14 April 2017, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters that legally require shareholder approval in relation to a proposal made by the directors or on the basis of a project or report prepared by the directors, which is different than the proposals referenced in Article 125-ter, Paragraph 1 of Legislative Decree No. 58 of 24 February 1998, as subsequently modified and supplemented. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 30 April 2017). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by the Board of Directors, will be made available to the public by the same methods provided with regard to documentation for the meeting.

Appointment of the members of the Board of Directors and the Chairman and Vice Chairman of the Board of Directors
Pursuant to the provisions of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and the provisions of the current corporate by-laws, the members the Board of Directors will be elected through list vote. In accordance with the recommendations of the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors that is leaving office has expressed, after consultation with the Appointments and Compensation Committee and having taken into account the outcome of a board review with reference to the year of 2016, an opinion of guidance in relation to the qualitative/quantitative mix of the future Board of Directors.  This opinion may be consulted on the Company’s Internet site (www.a2a.eu “Governance” – “Shareholders’ Meetings” section).
The Board of Directors to be appointed consists of 12 members, who may be non-shareholders, who will serve a term of office of three years, and whose term of office will expire at the date of the shareholders' meeting convened for approval of the financial statements in relation to the last year of their mandate. The members of the Board of Directors must satisfy ethical and professional requisites as provided by prevailing laws and regulations, including pro tempore regulations.
The election of the members of the Board of Directors is based on lists in which the candidates are assigned a progressive number, and which must have at least two candidates. Each list must contain a number of candidates belonging to the lesser represented gender, so as to ensure the balance between genders, at least to the minimum extent required by prevailing laws and regulations (namely, at least one-third of the candidates indicated by rounding up to the higher number in the case of fraction).  Lists presenting a number of candidates of less than three are exempt from the aforementioned requirement. The lists will need to include at least two candidates who meet the requisites of independence as established for statutory auditors, and set out in Article 148, Paragraph 3 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and the requisites provided by the Corporate Governance Code of Borsa Italiana S.p.A.
As recommended by the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors has furthermore expressed its position in relation to the maximum number of mandates for a non-executive director or statutory auditor that could be considered compatible with effective fulfilment of the role of non-executive director or statutory auditor of the Company, setting it at no more than three mandates as a non-executive director or statutory auditor for publicly traded companies, including therein the mandate for A2A S.p.A.  The Board of Directors has nonetheless the power to approve reasoned exceptions, for exceptional and transitory cases, that allow the non-executive directors and statutory auditors of the Company to cover the role of non-executive director and/or statutory auditor in a fourth publicly traded company for a limited period in respect of the aforementioned position.
The persons entitled to present the lists are only shareholders who, alone or with other shareholders, hold shares at the time of the presentation of the lists that represent at least 1% of the share capital with voting rights at the ordinary shareholders' meeting.  Any shareholder, the shareholders who are parties to a material shareholder agreement (as defined by Article 122 of Legislative Decree No. 58 of 24 February 1998), the controlling entity, the controlled companies and those companies subject to joint control (as defined by Article 93 of Legislative Decree No. 58 of 24 February 1998), and other persons between whom exists a relationship of affiliation pursuant to applicable laws and regulations, including pro tempore regulations, may not present or contribute to presenting, including through an intermediary or fiduciary company, more than a single list, nor may such parties vote for different lists, and any candidate may be presented on one list only, or shall otherwise be considered non-eligible.
The lists must be presented by the twenty-fifth day prior to the date of the shareholders' meeting (first session), and therefore, by 4:30 p.m. on 20 April 2017, through: (i) filing at the registered office of the Company, in via Lamarmora 230, Brescia, or (ii) transmittal via fax to the number +39 02 77203924, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone and fax number of the sender, or (iii) transmittal to the electronic mail address, a2a@pec.a2a.eu, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone number and electronic mail address of the sender. The lists will be made available to the public at the Company’s registered office, on the Internet site (www.a2a.eu) and with other means as provided by CONSOB, by the twenty-first day prior to the date of the shareholders' meeting, or by 24 April 2017. Should there be, by the deadline for filing, only one list filed or only lists presented by shareholders who are affiliated with one another, lists may be presented up to the third day subsequent to the aforementioned deadline, or until 4:30 p.m. on 23 April 2017, and the threshold for presentation of the lists will be reduced by one-half, namely, to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting.
The lists must be accompanied by:
(i) information related to the identity of the shareholders who have presented the lists, with the indication of the percentage of the investment held overall, it being understood that the communication indicating ownership of the investment may be produced after the filing of the lists, provided that it is done by the deadline provided for the publication of the lists on the part of the Company, namely, by 24 April 2017;
(ii) a statement of shareholders other than the Comune di Brescia, the Comune di Milano and those who hold, including jointly, a controlling interest or a relative majority, certifying the absence of affiliate relationships, as provided by laws and regulations, including pro tempore regulations, with the aforementioned parties, also taking into account the recommendations contained in the CONSOB Communication No. DEM/9017893 of 26 February 2009;
(iii) comprehensive information about the professional and personal characteristics of the candidates, as well as statements with which the individual candidates certify that they meet the requisites provided by law and accept their candidacy.
Any list that does not satisfy the criteria set out above will be considered as not presented.

Appointment of the members of the Board of Statutory Auditors and the Chairman thereof
The Board of Statutory Auditors to be appointed consists of three acting statutory auditors and two substitute auditors who will remain in office for three years, and whose term of office will expire at the date of the shareholders' meeting convened for approval of the financial statements in relation to the last year of their mandate. The statutory auditors must satisfy ethical, professional and independence requisites established by prevailing laws and regulations.  For the purposes of ascertaining the existence of the professional requisites of the members of the Board of Statutory Auditors, the subjects and sectors of activity closely connected to those of the business exercised by the Company are intended to be the subjects and sectors of activity connected with or inherent to the Company’s activity and outlined in Article 4 of the prevailing corporate by-laws.  With regard to the composition of the Board of Statutory Auditors, the provisions of prevailing laws and regulations will be applied with respect to i) situations of ineligibility and ii) limits on the accumulation of the administration and control mandates that can be covered by members of the Board of Statutory Auditors. Likewise, a statutory auditor of the Company cannot fulfil the mandate of being a member of the boards of statutory auditors for companies controlled by the Company; if such case were to be manifested, the statutory auditor would be dismissed from his office as statutory auditor of the Company.
As recommended by the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors has furthermore expressed its position in relation to the maximum number of mandates for a non-executive director or statutory auditor that could be considered compatible with effective fulfilment of the role of non-executive director or statutory auditor of the Company, setting it at no more than three mandates as a non-executive director or statutory auditor for publicly traded companies, including therein the mandate for A2A S.p.A.  The Board of Directors has nonetheless the power to approve reasoned exceptions, for exceptional and transitory cases, that allow the non-executive directors and statutory auditors of the Company to cover the role of non-executive director and/or statutory auditor in a fourth publicly traded company for a limited period in respect of the aforementioned position.
The appointment of the statutory auditors is to be done on the basis of lists presented by shareholders. The lists contain at least two candidates to be appointed, listed through a progressive number. A single candidate may be present on only one list, or otherwise will not be eligible. Each list must contain a number of candidates belonging to the lesser represented gender, so as to ensure the balance between genders, at least to the minimum extent required by prevailing laws and regulations (namely, at least one-third of the candidates indicated by rounding up to the higher number in the case of fraction).  Lists presenting a number of candidates of less than three are exempt from the aforementioned requirement.
The persons entitled to present the lists are only shareholders who, alone or with other shareholders, hold shares at the time of the presentation of the lists that represent at least 1% of the share capital with voting rights at the ordinary shareholders' meeting.  Any shareholder may present, or contribute to presenting, one list only.  Should this rule be violated, no account will be made of the shareholder’s vote with respect to any of the lists presented.
The lists must be presented by the twenty-fifth day prior to the date of the shareholders' meeting (first session), and therefore, by 4:30 p.m. on 20 April 2017, through: (i) filing at the registered office of the Company, in via Lamarmora 230, Brescia, or (ii) transmittal via fax to the number +39 02 77203924, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone and fax number of the sender, or (iii) transmittal to the electronic mail address, a2a@pec.a2a.eu, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone number and electronic mail address of the sender. The lists will be made available to the public at the Company’s registered office, on the Internet site (www.a2a.eu) and with other means as provided by CONSOB, by the twenty-first day prior to the date of the shareholders' meeting, or by 24 April 2017. Should there be, by the deadline for filing, only one list filed or only lists presented by shareholders who are affiliated with one another, lists may be presented up to the third day subsequent to the aforementioned deadline, or until 4:30 p.m. on 23 April 2017, and the threshold for presentation of the lists will be reduced by one-half, namely, to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting.
The lists must be accompanied by:
(i) information related to the identity of the shareholders who have presented the lists, with the indication of the percentage of the investment held overall, it being understood that the communication indicating ownership of the investment may be produced after the filing of the lists, provided that it is done by the deadline provided for the publication of the lists on the part of the Company, namely, by 24 April 2017;
(ii) a statement of shareholders other than the Comune di Brescia, the Comune di Milano and those who hold, including jointly, a controlling interest or a relative majority, certifying the absence of affiliate relationships, as provided by laws and regulations, including pro tempore regulations, with the aforementioned parties, also taking into account the recommendations contained in the CONSOB Communication No. DEM/9017893 of 26 February 2009;
(iii) comprehensive information about the professional and personal characteristics of the candidates, as well as statements with which the individual candidates accept their candidacy, and state, at their own responsibility, the non-existence of any causes of non-eligibility and incompatibility as provided by the law, and the satisfaction of the ethical, professional and independence requisites as prescribed by the law for members of the board of statutory auditors, and a list of the administrative and control positions that they hold at other companies.
Any list that does not satisfy the criteria set out above or does not include candidates of different gender in conformity with the provisions of the prevailing corporate by-laws will be considered as not presented.
Any person entitled to vote may only vote for one list.

Documentation
The documentation for the shareholders’ meeting required by prevailing laws and regulations, and the resolution proposals in relation to the matters on the meeting agenda are to be made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).
This notice is published in abridged form in the newspaper “Il Sole 24 Ore” on today’s date.
4 April 2017

For the Board of Directors
Chairman
Giovanni Valotti

 

The documentation related to the shareholders' meeting

Notice of the convocation of the ordinary shareholders' meeting

The first session of ordinary and extraordinary meeting of the shareholders of A2A S.p.A. is to be held on Tuesday, 7 June 2016 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Wednesday, 8 June 2016, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following

Agenda

Ordinary meeting

  1. Approval of the financial statements at 31 December 2015; Reports of the board of directors, the board of statutory auditors and the independent auditors. Presentation of the consolidated financial statements at 31 December 2015.
  2. Proposal for coverage of the net loss as of 31 December 2015, through withdrawal of an amount equal to the net loss from the available “moderate” tax-exempt reserves.
  3. Approval of the 2015 Sustainability Report.


Extraordinary meeting

  1. Proposal to reduce the “moderate” tax-exempt reserves; resolutions inherent and consequent thereto.
  2. Approval of the merger by incorporation of the companies, A2A Trading S.r.l. and Edipower S.p.A., into the company, A2A S.p.A.; resolutions inherent and consequent thereto.

Ordinary meeting

  1. Proposal to distribute a dividend through charging the available reserves.
  2. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  3. Proposal to adjust the compensation of the Board of Statutory Auditors; resolutions inherent and consequent thereto.
  4. Authorization for the purchase and assignment/sale/transfer of own shares, subject to the revocation of the preceding authorization, with reference to the unused portion thereof, which was approved by the meeting of the shareholders on 11 June 2015.
     

Participation in the shareholders' meeting and exercise of vote by proxy

Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (27 May 2016) and for whom the Company has received, by the close of the third trading day (2 June 2016) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 7-8 June 2016.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).


Company’s designated representative

The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998.  For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 3 June 2016 or 6 June 2016, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given.  The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.

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 par value Euro 0.52 each. Pursuant to Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the treasury shares held by the Company (61,917,609 as of the date of this meeting notice), for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.
 

Right to ask questions about matters on the agenda

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 4 June 2016 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 7-8 June 2016.” The exercise of such right is certified through the transmission, to the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplementing the meeting agenda and presentation of new proposed resolutions

Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 16 May 2016, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters that legally require shareholder approval in relation to a proposal made by the directors or on the basis of a project or report prepared by the directors, which is different than the proposals referenced in Article 125-ter, Paragraph 1 of Legislative Decree No. 58 of 24 February 1998, as subsequently modified and supplemented. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 23 May 2016). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by the Board of Directors, will be made available to the public by the same methods provided with regard to documentation for the meeting.

Documentation

The documentation for the shareholders’ meeting required by prevailing laws and regulations, and the resolution proposals in relation to the matters on the meeting agenda are made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).

This notice is published in abridged form in the newspaper, “Il Sole-24 Ore”, on today’s date.
6 May 2016
 

For the Board of Directors
Chairman

 

The documentation related to the shareholders' meeting

Notice of the convocation of the ordinary shareholders' meeting


The first session of ordinary meeting of the shareholders of A2A S.p.A. is to be held on Thursday, 11 June 2015 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Friday, 12 June 2015, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following
 

Agenda

  1. Appointment of two members of the board of directors pursuant to Article 18 of the corporate by-laws.
  2. Financial statements at 31 December 2014.
    1. Approval of the financial statements at 31 December 2014; Reports of the board of directors, the board of statutory auditors and the independent auditors. Presentation of the consolidated financial statements at 31 December 2014.
    2. Allocation of net profit for the year and dividend distribution.
  3. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  4. Authorization for the purchase, pledging, and/or sale of treasury shares, subject to revocation of the previous authorization approved by the shareholders' meeting held on 13 June 2014.
  5. Conferral of the mandate for the legal audit of the accounts for the years from 2016 to 2024.
  6. Amendment of the rules for the shareholders’ meeting to the traditional administration and control system.

Participation in the Meeting and exercise of vote by proxy

Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (2 June 2015) and for whom the Company has received, by the close of the third trading day (8 June 2015) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 11-12 June 2015.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).
 

Company’s designated representative

The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998. For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 9 June 2015 or 10 June 2015, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given. The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
 

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 par value Euro 0.52 each. Pursuant to Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the 26,917,609 treasury shares held by the Company as of the date of this meeting notice, for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.
 

Right to ask questions about matters on the agenda

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 8 June 2015 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 11-12 June 2015.” The exercise of such right is certified through the transmission, via the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.
 

Supplementing the meeting agenda and presentation of new proposed resolutions

Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 21 May 2015, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters proposed by the directors or based on a plan or report prepared by same, other than those referred to in Article 125-ter, Paragraph 1, of Italian Decree Law no. 58 of 24 February 1998, as subsequently modified and supplemented, for which the shareholders’ meeting deliberates pursuant to the law. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 27 May 2015). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by Company officers, will be made available to the public by the same methods provided with regard to documentation for the meeting
 

Appointment of two members of the board of directors pursuant to Article 18 of the corporate by-laws

The shareholders’ meeting is called to deliberate on the appointment of two directors to take the place of the independent director, Mario Cocchi, who tendered his resignation on 27 March 2015, and the independent director, Stefano Cao, who tendered his resignation on 29 April 2015.
It is noted that the appointment of directors to replace Mario Cocchi, who was a candidate in the minority list presented by the shareholder, Carlo Tassara S.p.A., and Stefano Cao, who had been a candidate from the majority list presented jointly by the shareholders, Municipality of Brescia and City of Milan, will take place in accordance with current regulations and the provisions of Article 18 of the corporate by-laws. 
 

Documentation

As required by law, documentation for the shareholders’ meeting is made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).
This notice is published in abridged form in the newspaper, “Il Sole-24 Ore”, on today’s date.
11 May 2015
 

 

For the Board of Directors
Chairman
Giovanni Valotti

 

The documentation related to the shareholders' meeting

SUPPLEMENT TO AGENDA OF SHAREHOLDERS MEETING CALLED FOR 13 JUNE 2014 (IF NECESSARY, FOR 16 JUNE 2014 IN SECOND CALL)

With reference to the Shareholders Meeting of A2A S.p.A. previously called by means of public notice on 8 April 2014 on the Company’s website and in the newspaper “il Sole 24 Ore,” to be held at the offices of Termoutilizzatore A2A at via Malta 25/r in Brescia, Italy on 13 June 2014 at 11 AM in first call and, if necessary, on 16 June 2014 in second call at the same time and location, you are informed that the Board of Directors has voted to supplement the agenda of such Meeting(s) with the following three points, to be treated with priority:

Ordinary part

  1. Proposal regarding allocation of profit for year ended 31 December 2013 and distribution of dividend.
  2. Remuneration Report: deliberation for purposes of Art. 123-ter subsection 6 of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented.
  3. Purchase and sale of treasury shares; resolutions inherent and consequent.

All of the terms, conditions, and information regarding “Participation in the Meeting and exercise of vote by proxy”, “Company’s designated representative”, “Share Capital”, “Right to ask questions on items on the agenda”, “Board of Directors – Appointment of Directors – Decisions inherent and consequent” and “Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent” contained in the notice of meeting previously published will remain valid and effective and are referred to herein in their entirety.
With regard to the supplement to the agenda and to the presentation of proposed resolutions on the new items on the agenda listed above by shareholders who individually or jointly represent at least one fortieth of the share capital, a new ten-day period expiring on 10 May 2014 will commence on the publication date of this notice.
As required by law, documentation for the new items on the agenda is available to the public at the Company’s registered office, at Borsa Italiana S.p.A., and on the Company’s website (www.a2a.eu, in the “Governance” – “Meetings” section).
 

On behalf of the Board of Directors
Graziano Tarantini, Chairman

 

NOTICE OF MEETING

At the request of Shareholders City of Brescia and City of Milan, formulated for purposes of Art. 2367 of the Italian Civil Code, the Shareholders Meeting of A2A S.p.A. is hereby called to meet at the offices of Termoutilizzatore A2A at via Malta 25/r in Brescia, Italy on 13 June 2014 at 11 AM in first call and, if necessary, on 16 June 2014 in second call at the same time and location to discuss and vote on the following

AGENDA

Extraordinary part

  1. Adoption of new Articles of Association in conformity to Resolution no. 42 dated 23.12.2013 of the City of Milan and Resolution no. 198 dated 20.12.2013 of the City of Brescia, completed by notice no. 8 dated 13.02.2014 to the City Council.

Ordinary part

  1. Board of Directors – Appointment of Directors – Decisions inherent and consequent.
  2. Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent.
     

Participation in the Meeting and exercise of vote by proxy

Shareholders may participate in the Meeting if they have voting rights at the close of the Record Date (4 June 2014) and if the Company has received, by the close of the third trading day (10 June 2014) preceding the date set for the Meeting in first call, the relative notice from the assigned intermediaries as required by law. Nevertheless, shareholders will have the right to participate and vote if the Company receives such notice after such deadline, provided it is received before the Meeting commences work. Persons who become shareholders after said Record Date will not have the right to participate in the Meeting. Under law, each Shareholder with the right to participate may choose to be represented at the Meeting by means of a written proxy, with right to use for such purpose the proxy form available at the Registered Office and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section). The proxy may be transmitted to the Company via email at a2a@pec.a2a.eu, specifying as the subject “Proxy Meeting A2A S.p.A. 13-16 June 2014.” Any such advance notice does not exempt the delegate from the obligation of certifying conformity of the emailed copy to the original and from presenting appropriate identification when entrance to the meeting is checked. 
Voting by correspondence or by electronic means is not allowed. 
The Meeting has also approved the adoption of Meeting Rules to ensure that the Meeting is properly conducted. Among other things, the Rules govern attending, participating in, and assistance at the Meeting, as well as checking the right to participate in and attend the Meeting. Such Rules are available on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

Company’s designated representative

The proxy may be conferred, at no cost to the delegating party, and with voting instructions on all or some of the items on the agenda, to Istifid S.p.A. Company Fiduciaria e di Revisione, Servizio Fiduciario – Viale Jenner n. 51, 20159 Milan, as the Company’s designated representative for purposes of Art. 135-undecies of Italian Decree Law 58/1998, provided that the original copy of such proxy is received on or before the end of the second trading day preceding the date set for the Meeting, including in second call (i.e., by 11 June 2014 or 12 June 2014, respectively). Although the original of the proxy must in all cases be mailed, the proxy may also be notified by email to the certified email address 2014assemblea.yy78@istifidpec.it. Any proxy issued to Istifid S.p.A. Company Fiduciaria e di Revisione will have no effect with regard to any items on the agenda for which voting instructions are not given. The proxy and voting instructions are revocable by the same methods and by the same deadlines specified above. The proxy form, with instructions for its compilation and transmission, is available at the Registered Office and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

Share Capital

For purposes of 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 par value Euro 0.52 each. For purposes of Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the 26,917,609 treasury shares held by the Company as of the date of this Notice of Meeting, for which, under law, voting rights are suspended, and without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.

Right to ask questions on items on the agenda

For purposes of Article 127-ter of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented, persons with voting rights may ask questions on items on the agenda even before the Meeting by faxing them – on or before the end of the third day preceding the date set for the Meeting in first call, i.e., by 10 June 2014 – to the Company Secretary at +39 02 77203924, specifying as the subject “Questions Meeting A2A S.p.A. 13-16 June 2014.” The capacity to exercise such right is confirmed by faxing to such number a copy of the communication issued by the intermediaries who maintain the shareholder register. Questions pertinent to items on the agenda received before the Meeting from shareholders with voting rights will be answered as provided by law during the Meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplement to agenda and presentation of proposed resolutions on new items on agenda

For purposes of Article 126-bis of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented, Shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this Notice, i.e., by 18 April 2014, request additions to the list of items on the agenda by specifying in writing the additional items of business they propose or proposed resolutions on items already on the agenda. Proposals must be sent by registered letter with return receipt to “A2A S.p.A. Segreteria Societaria Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy faxed to +39 02 77203924, together with the communication confirming the capacity to exercise such right issued by the intermediaries who maintain the shareholder register. By the above-specified deadline, any such Shareholders proposing additional items of business or proposed resolutions must, by the same methods, present a report detailing the reasons for their proposals for new items of business or the reasons for their proposed resolutions on items already on the agenda. Under all circumstances, a Shareholder with voting rights may personally present proposed resolutions at the Meeting. 
Additions to the agenda are not permitted for matters on which the Meeting deliberates, under law, on proposals by the Management Board or by the Supervisory Board on based on a plan or report prepared by same, other than those referred to in Art. 125-ter, subsection 1, of Italian Decree Law no. 58 of 24 February 1998 as modified and supplemented. Any additions to the list of business on the agenda that the Meeting may deliberate following such requests or following the presentation of additional proposed resolutions on items already on the agenda will be communicated by the same methods provided for publication of the Notice of Meeting, at least fifteen days prior to the date set for the Meeting in first call (i.e., by 29 May 2014). Simultaneously with publication of such Notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by Company officers, will be made available to the public by the same methods provided with regard to documentation for the Meeting.

Board of Directors – Appointment of Directors – Decisions inherent and consequent.
Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent
.

With reference to resolutions inherent and consequent to appointment of the Board of Directors and of the Board of Statutory Auditors, such resolutions, as well as the procedure applied for purposes of their appointment, including the presentation of lists and the confirmation of candidate requirements, are governed by laws and regulations for the appointment of the Board of Directors and of the Board of Statutory Auditors, in addition to the provisions contained in the Articles of Association, the approval of which is number 1 on the agenda of the extraordinary part of the Meeting, as described in the report published for purposes of law on the Company’s website (www.a2a.eu “Governance” – “Meetings” section). Resolutions inherent and consequent to appointment of the Board of Directors and of the Board of Statutory Auditors will therefore be passed based on the assumption that the new text of the Articles of Association will be approved and are subject to such approval.

* * *

Board of Directors

The newly-appointed Board of Directors has 12 members (who do not necessarily have to be shareholders). The Board remains in office for three tax years and expires on the date of the Meeting called to approve the financial statements for its third year in office. The members of the Board of Directors must possess the requisites of honesty and professionalism required by current law and by provisions of the Articles of Association pro tempore.
Members of the Board of Directors are elected on the basis of lists, each of which contains at least two candidates indicated by a progressive number. Each list must have a number of candidates pertaining to the less represented class of shareholders in order to ensure respect of the balance between classes at least in the minimum ratio required by current laws and regulations (i.e., at least one fifth of candidates with rounding up if the number is not whole). Lists containing fewer than three candidates are exempt from this rule. Lists must include at least two candidates in possession of the requisites of independence required for Auditors by Art. 148, subsection 3 of Italian Decree Law no. 58 of 24 February 1998 and of those required by the Governance Code written by the Corporate Governance Committee of Borsa Italiana S.p.A. 
Only those shareholders who, individually or with others, at the time of presentation of the lists own shares representing at least 1% of the share capital with right to vote at the Ordinary Meeting have the right to present lists. Each shareholder, shareholders parties to a significant shareholders’ agreement for purposes of Art. 122 of Italian Decree Law no. 58 of 24 February 1998, the parent company, subsidiaries, companies subject to common control for purposes of Art. 93 of Italian Decree Law no. 58 of 24 February 1998, and other parties connected for purposes of current laws and regulations, cannot present or participate in the presentation of, not even through a third party or trust company, more than one list or vote for different lists, and each candidate may run on a single list only, under penalty of ineligibility. 
Lists must be presented on or before the twenty-fifth day before the date of the Meeting in first call, i.e., by 4:30 PM on 19 May 2014, by: (i) filing at the Company’s registered office at via Lamarmora 230, Brescia, Italy or (ii) faxing to +39 02 77203924, in this case by specifying in the accompanying message the name of the party filing the list as well as the sender’s telephone and fax number. Lists will be made available to the public at the Company’s registered office, on the website www.a2a.eu, and by the other means required by Consob at least twenty-one days before the date of the Meeting, i.e., 23 May 2014. If only one list, or only lists presented by connected shareholders, has/have been filed by the deadline for the filing of lists, lists may be presented up to the third day following such date, i.e., up to 4:30 PM on 22 May 2014, and the limit for the presentation of lists will be halved to 0.5% of the share capital with right to vote at the Ordinary Meeting. 
Lists must be accompanied by: 
(i) information on the identity of shareholders who presented the lists, with indication of the total percentage held, it being understood that the communication specifying the ownership of such shareholding may also be made after the lists are filed, provided this is done by the deadline specified for the Company’s publication of lists, i.e., by 23 May 2014; 
(ii) a declaration by shareholders other than the City of Brescia and the City of Milan, and by shareholders who hold, individually or jointly, a controlling interest or relative majority, attesting, as required by current laws and regulations, to the absence of connections with such parties, also in consideration of the recommendations contained in Consob Communication no. DEM/9017893 of 26 February 2009; 
(iii) a full personal and professional profile of the candidates, as well as a declaration by the candidates attesting to their possession of all legal requisites and to the acceptance of their candidature. 
Any list that does not satisfy the above-mentioned requirements will be considered not presented.

* * *

Board of Statutory Auditors

The newly-appointed Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors. The Board remains in office for three tax years and expires on the date of the Meeting called to approve the financial statements for its third year in office. Auditors must possess the requisites of honesty, professionalism, and independence required by current law. For purposes of confirming the satisfaction of requisites of professionalism of members of the Board of Statutory Auditors, the areas and business sectors closely related to the those of the Company’s business are understood as the areas and business sectors referred to in Article 4 of the Articles of Association. The provisions of current laws and regulations apply with regard to the composition of the Board of Statutory Auditors, situations of ineligibility and limits to combined roles of administration and control that may be covered by members of the Board of Statutory Auditors. In addition, an Auditor of the Company may not be a member of Boards of Statutory Auditors of subsidiaries. In this last-mentioned case, the Auditor must resign from his/her role as Auditor of the Company.
Auditors are elected on the basis of lists presented by the shareholders. The lists must have at least two candidates, indicated by a progressive number. Each candidate may run on a single list only, under penalty of ineligibility. Each list must have a number of candidates pertaining to the less represented class of shareholders in order to ensure respect of the balance between classes at least in the minimum ratio required by current laws and regulations (i.e., at least one fifth of candidates with rounding up if the number is not whole). Lists containing fewer than three candidates are exempt from this rule.
Only those shareholders who, individually or with others, at the time of presentation of the lists own shares representing at least 1% of the share capital with right to vote at the Ordinary Meeting have the right to present lists. Each shareholder may present participate in the presentation of one list only. If this rule is broken, the shareholder’s vote will not be counted with regard to any of the lists presented.
Lists must be presented on or before the twenty-fifth day before the date of the Meeting in first call, i.e., by 4:30 PM on 19 May 2014, by: (i) filing at the Company’s registered office at via Lamarmora 230, Brescia, Italy or (ii) faxing to +39 02 77203924, in this case by specifying in the accompanying message the name of the party filing the list as well as the sender’s telephone and fax number. Lists will be made available to the public at the Company’s registered office, on the website www.a2a.eu, and by the other means required by Consob at least twenty-one days before the date of the Meeting, i.e., 23 May 2014.
If only one list, or only lists presented by connected shareholders, has/have been filed by the deadline for the filing of lists, lists may be presented up to the third day following such date, i.e., up to 4:30 PM on 22 May 2014, and the limit for the presentation of lists will be halved to 0.5% of the share capital with right to vote at the Ordinary Meeting.
Lists must be accompanied by: 
(i) information on the identity of shareholders who presented the lists, with indication of the total percentage held, it being understood that the communication specifying the ownership of such shareholding may also be made after the lists are filed, provided this is done by the deadline specified for the Company’s publication of lists, i.e., by 23 May 2014;
(ii) a declaration by shareholders other than the City of Brescia and the City of Milan, and by shareholders who hold, individually or jointly, a controlling interest or relative majority, attesting, as required by current laws and regulations, to the absence of connections with such parties, also in consideration of the recommendations contained in Consob Communication no. DEM/9017893 of 26 February 2009;
(iii) a full personal and professional profile of the candidates, as well as declarations with which each candidate accepts his/her candidature and declares, under his/her own responsibility, the absence of all causes of ineligibility and incompatibility under the law and the existence of the requisites of honesty, professionalism and independence required by law for members of the Board of Statutory Auditors, and supplies a list of administrative and control offices covered at other companies. 
Any list that does not satisfy the above-mentioned requirements or that does not include candidates from different classes in compliance with provisions of the Articles of Association will be considered not presented.
Each shareholder with voting rights may vote for one list only.

Documentation

As required by law, documentation for the Meeting is made available to the public by the required deadlines at the Company’s registered office, at Borsa Italiana S.p.A., and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

On behalf of the Management Board 
Graziano Tarantini, Chairman

 

The documentation related to the shareholders' meeting

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

An ordinary meeting of the shareholders of A2A S.p.A. has been convened for 13 June 2013 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia; if necessary, a second session of the meeting will be held on 14 June 2013, at the same time and place. The meeting has been convened for discussing and deliberating on the following

MEETING AGENDA

  1. Proposal to allocate the net earnings for the year ended 31 December 2012 and the distribution of a dividend.
  2. Compensation Report: resolution pursuant to Article 123-ter, Paragraph 6, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.

Participation in the meeting and exercising vote by proxy 
The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 4 June 2013 and for whom the Company has received, by the end of the third market session (10 June 2013) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by prevailing regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as “Proxy for A2A S.p.A. shareholders' meeting for 13-14 June 2013”. The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the person holding the proxy.
Procedures for voting by correspondence or with electronic means are not contemplated.
It is furthermore noted that the Company's shareholders approved the adoption of regulations for the shareholders' meetings which govern the proper and orderly running of the meetings, providing, amongst other things, rules regarding addressing the meeting, participating in the meeting, and assistance at the meetings, and the verification of the right to be present at the meeting and the right to address the meeting. The aforementioned regulations for the shareholders' meetings may be consulted at the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Company's designated representative 
The proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, Servizio Fiduciario, Viale Jenner 51, 20159 Milan, as the Company's designated representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998, on the condition that the proxy is received by the same no later than the end of the second market session preceding the date for the shareholders' meeting, with respect to the first and second sessions (namely, by 11 June 2013 or by 12 June 2013, respectively). The proxy may be transmitted to Istifid S.p.A. Società Fiduciaria e di Revisione, Servizio Fiduciario, by sending of a registered, return-receipt letter to the address indicated above. The proxy may also be notified via electronic mail to the certified electronic mail address 2013assemblea.mm63@istifidpec.it. The proxy shall not have any effect for any proposals on the meeting agenda for which voting instructions have not been conferred. The proxy and voting instructions are revocable with the same means and within the same deadlines indicated above. The "form for conferring the proxy and voting instructions to Istifid S.p.A. pursuant to Article 135-undecies of Legislative Decree no. 58/1998" is available at the Company's registered offices and the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Share capital
Pursuant to Article 5 of the prevailing corporate by-laws, the share capital is equal to €1,629,110,744.04, and is represented by 3,132,905,277 ordinary shares with par value of €0.52 each. Pursuant to Article 6 of the prevailing corporate by-laws, the shares may not be split and each share confers the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this notice of the shareholders' meeting, whose voting rights have been suspended in accordance with the law, and without prejudice to the provisions of Article 9 of the prevailing corporate by-laws in relation to the limits on shareholder ownership and shareholder agreements.

Right to submit questions about matters on the meeting agenda
Pursuant to Article 127-ter of Legislative Decree no. 58/1998, as subsequently amended and supplemented, shareholders entitled to vote may submit questions about the matters on the meeting agenda, including before the meeting, by having them sent by the end of the third day prior to the date set for the first session of the shareholders' meeting, and thus, by 10 June 2013, to the Corporate Secretary by fax to +39-02-7720-3924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 13-14 June 2013”. The right to exercise such right is certified through transmission to the fax number indicated above of a copy of the special notice issued by intermediaries that hold the accounts on which the shares of the requesting shareholders are registered. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered, in the manner specified by the law, at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.

Supplementation of the meeting agenda and presentation of new proposed resolutions
In accordance with Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 23 May 2013, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed or presenting proposed resolutions on matters already on the meeting agenda. The requests must be presented by registered, return-receipt letter sent to “A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY” and simultaneously sent in advance by fax to +39-02-7720-3924, with the special notice certifying the right to exercise such right as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the reasons for the proposed resolution on the new matters that they are proposing for discussion or the reason for additional resolutions proposed on matters already on the meeting agenda. In any event, anyone entitled to vote may individually present resolution proposals during the shareholders' meeting. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the matters referenced in Article 125-ter, Paragraph 1 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests or of the presentation of any other proposed resolutions on matters already on the meeting agenda shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting (namely, by 29 May 2013). At the time of the publication of the notice of the supplementation, the report(s) prepared by the shareholders requesting the supplementation or additional proposed resolutions, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.

Documentation

The documentation related to the shareholders' meeting as provided by prevailing laws and regulations is to be made available to the public, according to the terms provided, at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site www.a2a.eu (under the section entitled "Governance - Shareholders' meetings").

For the Management Board
Graziano Tarantini
Chairman

 

The documentation related to the shareholders' meeting

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

An ordinary meeting of the shareholders of A2A S.p.A. has been convened for 29 May 2012 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia. If necessary, a second session of the meeting will be held on 30 May 2012, at the same time and place. The meeting has been convened for discussing and deliberating on the following

 

MEETING AGENDA

  1. Proposal for the distribution of a dividend from available reserves.
  2. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  3. Appointment of the members of the Supervisory Board and the related Chairman and Vice Chairman.
  4. Determination of the compensation for the members of the Supervisory Board.

 
Participation in the meeting and exercise of vote by proxy

The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 18 May 2012 and for whom the Company has received, by the end of the third market session (24 May 2012) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by applicable regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings"). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as "Proxy for A2A S.p.A. shareholders' meeting for 29-30 May 2012". The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the person holding the proxy.
Procedures for voting by correspondence or with electronic means are not contemplated.
It is furthermore noted that the shareholders' meeting approved the adoption of shareholders' meeting rules which govern the proper and orderly running of the shareholders' meeting, providing, inter alia, rules in relation to speaking, participation and assistance during the meetings and the verification of the legitimate right to be present and participate at the meeting. The aforementioned shareholders' meeting rules may be consulted on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings").


Representative designated by the Company

For the shareholders' meeting referenced in this notice, the proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, with registered office at Viale Jenner 51, 20159 Milan, as the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree 58/1998, as amended and supplemented, on the condition that the original proxy is received by the same no later than the end of the second market session preceding the date for the first session the shareholders' meeting (namely, by 25 May 2012). Such proxy needs to be received by Istifid via hand delivery or the sending of a return-receipt, registered letter to the address indicated above, or without prejudice to the presentation of the original, through electronic notification at the certified email address (2012assemblea.ii35@istifidpec.it) or via fax (+39-02-6079-8390).
Any proxy given to Istifid S.p.A. Società Fiduciaria e di Revisione shall not have any effect for any proposals for which voting instructions have not been conferred. The proxy and voting instructions are revocable through the end of 25 May 2012. The proxy form and the related voting instructions, together with the instructions for completion and transmission of the form, are available on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings").


Share capital

In accordance with Article 5 of the corporate by-laws in effect, the share capital is €1,629,110,744.04 represented by 3,132,905,277 ordinary shares with par value of €0.52 each. In accordance with Article 6 of the corporate by-laws in effect, the shares are indivisible and each share gives the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this meeting notice (for which the right to vote is suspended, as provided by law) and without prejudice to the provisions of Article 9 of the corporate by-laws in effect on the subject of the limits of shareholding and shareholder agreements.


Right to submit questions about matters on the meeting agenda

The shareholders may submit questions about the matters on the meeting agenda, including before the meeting; if submitted before the meeting, they are to be sent to the Corporate Secretary by fax to +39 02 77203924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 29-30 May 2012". The persons who certify ownership of the shares as of the record date of 18 May 2012 by producing, including subsequent to submission of the question(s), the notice released by an authorized intermediary for participation in the shareholders' meeting shall be entitled to a response. The questions and the related certification must be received by the end of the third market business day prior to the date set for the first session of the meeting, and therefore, by 24 May 2012. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.


Supplementation of the meeting agenda

In accordance with Article 126-bis of Legislative Decree 58/1998, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 28 April 2012, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed. The requests must be presented by registered, return-receipt letter sent to "A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY" and simultaneously sent in advance by fax to +39-02-7720-3924, with suitable certification attesting to the ownership of the aforementioned percentage of interest as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the matters that they are proposing for discussion, and use the same means outlined above for submitting it. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the matters referenced in Article 125-ter, Paragraph 1 of Legislative Decree 58/1998, as subsequently amended and supplemented. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting (namely, by 14 May 2012). At the time of the publication of the notice of the supplementation, the report prepared by the requesting shareholders, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.


Election of the Supervisory Board

The election of the entire Supervisory Board shall be based on list voting. Lists may be filed only by shareholders who, on their own or with other shareholders, are, at the time of filing the list, owners overall of number of shares representing at least 1% of the share capital with voting rights at the ordinary shareholders' meeting. The list must contain the names, to which a sequential number is assigned, of at least two candidates for the position of members of the Supervisory Board. A single shareholder, shareholders who are parties to a shareholder agreement as provided by Article 122 of Legislative Decree 58/1998, as subsequently amended and supplemented, the controlling shareholder, the subsidiary companies and those subject to common control as provided by Article 93 of Legislative Decree 58/1998, as subsequently amended and supplemented, and the other persons between whom a relationship exists pursuant to applicable laws and regulations, including a pro-tempore regulation, may not present or contributing to presenting, including through an intermediary or fiduciary company, more than one list and may not vote for different lists, and each candidate may be presented on only one list or shall otherwise not be eligible for election. 
The lists must be filed by the twenty-fifth day preceding the date of the first session of the shareholders' meeting, and thus, by 4:30 p.m. on 4 May 2012, through: (i) filing at the Company's registered office: via Lamarmora 230, Brescia, or (ii) sending of a fax (+39-02-7720-3924), indicating in the accompanying message the identity of the person who is filing as well as the telephone and fax numbers of the sender. The lists will be made available to the public at the Company's registered office, Internet site (www.a2a.eu) and with the other means provided by CONSOB by the twenty-first day before the date of shareholders' meeting, namely, by 8 May 2012. Should only one list have been filed by the deadline, or should only lists filed by shareholders who are related have been filed by the deadline, other lists may be filed until the third day subsequent to the deadline, namely, until 4:30 p.m. on 7 May 2012, and the threshold for the filing of the lists shall be reduced by 50 percent, or to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting. 
The lists must be accompanied by:


a) Information in relation to the identity of the shareholders who filed the lists, with the indication of the percentage of the equity investment held overall, provided that the certification from which the ownership of such investment as of the date of filing the list may be produced subsequent to the filing of the lists as long as it is done by the deadline for the Company's publication of the lists, namely by 8 May 2012;
b) A statement of the shareholders, other than the Municipality of Brescia, the Municipality of Milan and those who hold, including jointly, a relative majority or controlling interest, certifying the absence of relationships, as provided by applicable laws and regulations, including pro-tempore regulations, with such parties;
c) Comprehensive information about the personal and professional characteristics of the candidates, as well as a statement by the candidates certifying that they possess the requisites contemplated by the law and accepting their candidature.


Should such conditions not be met, the list will be considered as not filed.
It is noted that the candidates for the position of member of the Supervisory Board must be in possession of the ethical and professional requisites as provided by applicable laws and regulations, as well as the requisites regarding independence and the limit on the number of offices that may be held as provided by applicable laws and regulations. It is furthermore noted that at least two members of the Supervisory Board must be legal auditors as registered on the special register therefor.
The filing of the lists must also be accompanied by a listing of any administration and control positions held by each candidate at other companies.

 
Documentation
The documentation provided by applicable laws and regulations in relation to the shareholders' meeting will be made available to the public at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site (www.a2a.eu  under the section entitled "Governance" – "Shareholders Meetings") within the terms required by the law.


For the Management Board
Chairman
Giuseppe Sala

 

The documentation related to the shareholders' meeting

Notice of ordinary and extraordinary shareholders' meeting

An ordinary and extraordinary meeting of the shareholders of A2A S.p.A. has been convened for 15 June 2011 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia. If necessary, a second session of the meeting will be held on 16 June 2011, at the same time and place. The meeting has been convened for discussing and deliberating on the following.

MEETING AGENDA

Ordinary part

  1. Proposal to allocate the net earnings for the year ended 31 December 2010 and the distribution of a dividend.
  2. Approval of rules for the shareholders' meetings.
     

Extraordinary part

  1. Proposal to change Articles 5, 7, 9, 11, 12, 14, 15, 16, 19, 20, 21, 22, 23, 24, 25, 26, 27, 30, 31, 32, 40, 41, 42, 43 and 46 of the corporate by-laws and to eliminate Articles 17 and 18, with the consequent renumbering of Article 19 and the articles thereafter, and the consequent renumbering of the references to numbers of the articles of the by-laws contained therein.

The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 6 June 2011 and for whom the Company has received, by the end of the third market session (10 June 2011) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by prevailing regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as “Proxy for A2A S.p.A. shareholders' meeting for 15-16 June 2011”. The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the proxy issuer.

For the shareholders' meeting referenced in this notice, the proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, with registered office at Viale Jenner 51, 20159 Milan, as the designated representative pursuant to Article 135-undecies of Legislative Decree 58/1998, on the condition that the original proxy is received by the same no later than the end of the second market session preceding the date for the first session the shareholders' meeting (namely, by 13 June 2011). Any proxy given to Istifid S.p.A. Società Fiduciaria e di Revisione shall not have any effect for any proposals for which voting instructions have not been conferred. The proxy and voting instructions are revocable through the end of 13 June 2011. The proxy form and the related instructions are available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Procedures for voting by correspondence or with electronic means are not contemplated.

Pursuant to Articles 5 and 6 of the prevailing corporate by-laws, the share capital is equal to €1,629,110,744.04, and is represented by 3,132,905,277 ordinary shares with par value of €0.52 each. The shares may not be split and each share confers the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this notice of the shareholders' meeting, with the right to vote in relation thereto having been suspended in accordance with the law.

The shareholders may submit questions about the matters on the meeting agenda, including before the meeting; if submitted before the meeting, they are to be sent to the Corporate Secretary by fax to +39 02 77203924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 15-16 June 2011”. The persons who certify ownership of the shares as of the record date of 6 June 2011 by producing, including subsequent to submission of the question, the notice released by an authorized intermediary for participation in the shareholders' meeting shall be entitled to a response. The questions and the related certification must be received by the end of the third market business day prior to the date set for the first session of the meeting, and therefore, by Friday, 10 June 2011. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.

In accordance with Article 126-bis of Legislative Decree 58/1998, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 23 May 2011, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed. The requests must be presented by registered, return-receipt letter sent to “A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY” and simultaneously sent in advance by fax to +39 02 77203924, with suitable certification attesting to the ownership of the aforementioned percentage of interest as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the matters that they are proposing for discussion, and use the same means outlined above for submitting it. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the reports referenced in Article 125-ter, Paragraph 1 of Legislative Decree 58/1998. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting.At the time of the publication of the notice of the supplementation, the report prepared by the requesting shareholders, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.

The documentation related to the shareholders' meeting as provided by prevailing laws and regulations, including the text of the rules for the shareholders' meetings, is available to the public at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site www.a2a.eu (under the section entitled "Governance - Shareholders' meetings").

For the Management Board
Giuliano Zuccoli 
Chairman

 

The documentation related to the shareholders' meeting

Convocation of ordinary meeting

The shareholders are hereby convoked for the ordinary meeting, which will be held at Fiera di Brescia, via Caprera n. 5, Brescia, on 31 May 2010, at 11,00 am, for the first convocation and, if necessary, for the second convocation on 1 June 2010, at the same time and place, to discuss and resolve the following
 

AGENDA

Proposal for the allocation of net income for financial year ended as at 31st December 2009 and for dividend distribution.
Shareholders which have deposited at the Company their communication from the broker foreseen by current regulations, at least two days prior to the date set for the meeting in question, shall have the right to attend the shareholders’ meeting. Each shareholder entitled to attend the shareholders’ meeting shall be entitled to be represented, pursuant to law, by written proxy, to be injected by using the appropriate form available from intermediaries enabled. Pursuant to articles 5 and 6 of the by-laws, the share capital amounts to Euro 1,629,110,744.04 represented by no. 3,132,905,277 ordinary shares, with a par value of Euro 0.52 each. The shares are indivisible and each share carries on vote, except no. 26,917,609 shares held by the Company on the date of this notice of convocation for which, by law, the right to vote is suspended. The documentation relating to the Meeting will be available to shareholders and members of the public, within the term by laws, at the Company’s Registered office, Borsa Italiana S.p.A. and on the web site www.a2a.eu.
 

For the Management Board
The Chairman
Giuliano Zuccoli

 

The documentation related to the shareholders' meeting

Convocation of ordinary meeting - May 2009


The shareholders are hereby convoked for the ordinary meeting, which will be held at “Sala conferenze P.G. Beretta dell’Associazione Industriale Bresciana”, via Cefalonia n. 60, Brescia, on 29 May 2009, at 11,00 am, for the first convocation and, if necessary, for the second convocation on 3 June, at the same time and place, to discuss and resolve the following


AGENDA

Proposal for the allocation of net income for financial year ended as at 31st December 2008 and for dividend distribution;
Repeal, at the request of shareholders Municipality of Brescia and Municipality of Milan pursuant to article 2367 c.c., of the following components of the Supervisory Board: Renzo Capra, Claudio Buizza, Antonio Capezzuto, Pierfrancesco Cuter, Angelo Rampinelli Rota and Giovanni Rizzardi; take note of the cessation from office of the Supervisory Board, pursuant to article 21.4 of the by-laws; appointment of Supervisory directors pursuant to article 19 of the by-laws. Fixing the remuneration of directors; related and consequent resolutions.


Shareholders which have deposited at the Company their communication from the broker foreseen by current regulations, at least two days prior to the date set for the meeting in question, shall have the right to attend the shareholders’ meeting. Each shareholder entitled to attend the shareholders’ meeting shall be entitled to be represented, pursuant to law, by written proxy, to be injected by using the appropriate form available from intermediaries enabled. Pursuant to articles 5 and 6 of the by-laws, the share capital amounts to Euro 1,629,110,744.04 represented by no. 3,132,905,277 ordinary shares, with a par value of Euro 0.52 each. The shares are indivisible and each share carries on vote.


The documentation relating to the Meeting will be available to shareholders and members of the public, within the term by laws, at the Company’s Registered office, Borsa Italiana S.p.A. and on the web site www.a2a.eu.

For the appointment of the Supervisory Board, inter alia, note that, pursuant to article 16, paragraph 4, of the by-laws, at least two members of the Supervisory Board must be chosen from persons registered in the Registro dei Revisori Contabili. Furthermore, pursuant to article 20 of the by-laws, only shareholders that, either alone or with others, hold a total number of shares representing at least 1% of the share capital with the right to vote at the ordinary shareholders’ meetings are entitled to submit lists. Lists must show the names of at least two candidates for positions on the Supervisory Board, numbered progressively. Individual shareholders, shareholders who are party to a shareholders’ agreement falling within the scope of Article 122 of Legislative Decree No. 58/1998, the parent company, subsidiaries and companies under joint control pursuant to Article 93 of Legislative Decree No. 58/1998, may not submit more than one list or take part in its presentation, even through a third party or a trust company, nor may they vote for different lists; no candidate may stand in more than one list under penalty of ineligibility.

The lists presented must be filed with the Company’s registered office – in Brescia, via Lamarmora 230, at least 20 days before the day set for the shareholders’ meeting on first call and therefore within hours 16.30 pm of the 9 May 2009, will be made public by the Company through advertisements in three nationally distributed daily newspapers, two of which must be economic, at least ten days prior to the general meeting, as well as through the publication on the website www. a2a.eu.

The lists must be accompanied by:
a) information regarding the shareholders who have submitted them, specifying the total stake they hold and a certificate showing title to this stake;
b) a declaration by shareholders other than the Municipality of Brescia, the Municipality of Milan and those who hold, even jointly, a controlling interest or a relative majority stake to the effect that there are no relations as envisaged in current laws and regulations, with the latter persons;
c) full information regarding the personal characteristics of the candidates, as well as a declaration issued by the said candidates to the effect that they meet statutory requirements and that they accept the candidature.


Lists that do not comply with the above provisions will be considered as not having been submitted.
Members of the Supervisory Board must meet the requirements of honesty and professionalism, as well as the requirements of independence and those relating to limitations on the accumulation of offices laid down in the regulations in force at the time. Toghether with lists will be deposited lists of positions of administration and control at other companies covered by each candidate.

 

For the Management Board
The Chairman
Giuliano Zuccoli

* * *

It was announced that starting from today’s date the financial statement and the consolidated financial statement for 2008 of A2A S.p.A. - approved by the Supervisory Board on 27 April 2009 - are available to members of the public at the Company’s Registered office, Borsa Italiana S.p.A. and on the website www.a2a.eu.
The minutes of the Supervisory Board will be available in the same way in terms required by law.

 

The documentation related to the shareholders' meeting

Notice of the convocation of the ordinary shareholders' meeting A2A S.p.A.

The first session of ordinary meeting of the shareholders of A2A S.p.A. is to be held on Monday, 15 May 2017 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Tuesday, 16 May 2017, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following

Agenda

1.    Financial statements at 31 December 2016.
1.1   Approval of the non-consolidated financial statements at 31 December 2016; Reports of the Board of Directors, the Board of Statutory Auditors, and the independent auditors. Presentation of the consolidated financial statements at 31 December 2016.
1.2   Allocation of the earnings for the period and dividend distribution.
2.    Approval of the Integrated Report 2016.
3.    Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
4.    Authorization for the purchase and assignment/sale/transfer of own shares, subject to the revocation of the preceding authorization, with reference to the unused portion thereof, which was approved by the meeting of the shareholders on 7 June 2016.
5.    Appointment of the Board of Directors.
5.1   Appointment of the members of the Board of Directors and the Chairman and Vice Chairman of the Board of Directors.
5.2   Determination of the compensation of the members of the Board of Directors.    
6.    Appointment of the Board of Statutory Auditors.
6.1  Appointment of the members of the Board of Statutory Auditors and the Chairman thereof.
6.2  Determination of the compensation of the acting members of the Board of Statutory Auditors.


Participation in the shareholders' meeting and exercise of vote by proxy
Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (4 May 2017) and for whom the Company has received, by the close of the third trading day (10 May 2017) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 15-16 May 2017.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).

Company’s designated representative
The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998.  For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 11 May 2017 or 12 May 2017, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given.  The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.

Share capital
Pursuant to Article 5 of the current corporate by-laws, the share capital is Euro 1,629,110,744.04, represented by 3,132,905,277 ordinary shares with par value Euro 0.52 each. Pursuant to Article 6 of the current corporate by-laws, the shares are indivisible and each share has the right to one vote, with the exception of the 23,721,421 treasury shares held by the Company as of the date of this meeting notice, for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current corporate by-laws with regard to limits of share ownership and shareholders’ agreements.

Right to ask questions about matters on the meeting agenda
Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 12 May 2017 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 15-16 May 2017.” The exercise of such right is certified through the transmission, to the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplementing the meeting agenda and presentation of new proposed resolutions
Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 14 April 2017, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters that legally require shareholder approval in relation to a proposal made by the directors or on the basis of a project or report prepared by the directors, which is different than the proposals referenced in Article 125-ter, Paragraph 1 of Legislative Decree No. 58 of 24 February 1998, as subsequently modified and supplemented. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 30 April 2017). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by the Board of Directors, will be made available to the public by the same methods provided with regard to documentation for the meeting.

Appointment of the members of the Board of Directors and the Chairman and Vice Chairman of the Board of Directors
Pursuant to the provisions of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and the provisions of the current corporate by-laws, the members the Board of Directors will be elected through list vote. In accordance with the recommendations of the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors that is leaving office has expressed, after consultation with the Appointments and Compensation Committee and having taken into account the outcome of a board review with reference to the year of 2016, an opinion of guidance in relation to the qualitative/quantitative mix of the future Board of Directors.  This opinion may be consulted on the Company’s Internet site (www.a2a.eu “Governance” – “Shareholders’ Meetings” section).
The Board of Directors to be appointed consists of 12 members, who may be non-shareholders, who will serve a term of office of three years, and whose term of office will expire at the date of the shareholders' meeting convened for approval of the financial statements in relation to the last year of their mandate. The members of the Board of Directors must satisfy ethical and professional requisites as provided by prevailing laws and regulations, including pro tempore regulations.
The election of the members of the Board of Directors is based on lists in which the candidates are assigned a progressive number, and which must have at least two candidates. Each list must contain a number of candidates belonging to the lesser represented gender, so as to ensure the balance between genders, at least to the minimum extent required by prevailing laws and regulations (namely, at least one-third of the candidates indicated by rounding up to the higher number in the case of fraction).  Lists presenting a number of candidates of less than three are exempt from the aforementioned requirement. The lists will need to include at least two candidates who meet the requisites of independence as established for statutory auditors, and set out in Article 148, Paragraph 3 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and the requisites provided by the Corporate Governance Code of Borsa Italiana S.p.A.
As recommended by the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors has furthermore expressed its position in relation to the maximum number of mandates for a non-executive director or statutory auditor that could be considered compatible with effective fulfilment of the role of non-executive director or statutory auditor of the Company, setting it at no more than three mandates as a non-executive director or statutory auditor for publicly traded companies, including therein the mandate for A2A S.p.A.  The Board of Directors has nonetheless the power to approve reasoned exceptions, for exceptional and transitory cases, that allow the non-executive directors and statutory auditors of the Company to cover the role of non-executive director and/or statutory auditor in a fourth publicly traded company for a limited period in respect of the aforementioned position.
The persons entitled to present the lists are only shareholders who, alone or with other shareholders, hold shares at the time of the presentation of the lists that represent at least 1% of the share capital with voting rights at the ordinary shareholders' meeting.  Any shareholder, the shareholders who are parties to a material shareholder agreement (as defined by Article 122 of Legislative Decree No. 58 of 24 February 1998), the controlling entity, the controlled companies and those companies subject to joint control (as defined by Article 93 of Legislative Decree No. 58 of 24 February 1998), and other persons between whom exists a relationship of affiliation pursuant to applicable laws and regulations, including pro tempore regulations, may not present or contribute to presenting, including through an intermediary or fiduciary company, more than a single list, nor may such parties vote for different lists, and any candidate may be presented on one list only, or shall otherwise be considered non-eligible.
The lists must be presented by the twenty-fifth day prior to the date of the shareholders' meeting (first session), and therefore, by 4:30 p.m. on 20 April 2017, through: (i) filing at the registered office of the Company, in via Lamarmora 230, Brescia, or (ii) transmittal via fax to the number +39 02 77203924, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone and fax number of the sender, or (iii) transmittal to the electronic mail address, a2a@pec.a2a.eu, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone number and electronic mail address of the sender. The lists will be made available to the public at the Company’s registered office, on the Internet site (www.a2a.eu) and with other means as provided by CONSOB, by the twenty-first day prior to the date of the shareholders' meeting, or by 24 April 2017. Should there be, by the deadline for filing, only one list filed or only lists presented by shareholders who are affiliated with one another, lists may be presented up to the third day subsequent to the aforementioned deadline, or until 4:30 p.m. on 23 April 2017, and the threshold for presentation of the lists will be reduced by one-half, namely, to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting.
The lists must be accompanied by:
(i) information related to the identity of the shareholders who have presented the lists, with the indication of the percentage of the investment held overall, it being understood that the communication indicating ownership of the investment may be produced after the filing of the lists, provided that it is done by the deadline provided for the publication of the lists on the part of the Company, namely, by 24 April 2017;
(ii) a statement of shareholders other than the Comune di Brescia, the Comune di Milano and those who hold, including jointly, a controlling interest or a relative majority, certifying the absence of affiliate relationships, as provided by laws and regulations, including pro tempore regulations, with the aforementioned parties, also taking into account the recommendations contained in the CONSOB Communication No. DEM/9017893 of 26 February 2009;
(iii) comprehensive information about the professional and personal characteristics of the candidates, as well as statements with which the individual candidates certify that they meet the requisites provided by law and accept their candidacy.
Any list that does not satisfy the criteria set out above will be considered as not presented.

Appointment of the members of the Board of Statutory Auditors and the Chairman thereof
The Board of Statutory Auditors to be appointed consists of three acting statutory auditors and two substitute auditors who will remain in office for three years, and whose term of office will expire at the date of the shareholders' meeting convened for approval of the financial statements in relation to the last year of their mandate. The statutory auditors must satisfy ethical, professional and independence requisites established by prevailing laws and regulations.  For the purposes of ascertaining the existence of the professional requisites of the members of the Board of Statutory Auditors, the subjects and sectors of activity closely connected to those of the business exercised by the Company are intended to be the subjects and sectors of activity connected with or inherent to the Company’s activity and outlined in Article 4 of the prevailing corporate by-laws.  With regard to the composition of the Board of Statutory Auditors, the provisions of prevailing laws and regulations will be applied with respect to i) situations of ineligibility and ii) limits on the accumulation of the administration and control mandates that can be covered by members of the Board of Statutory Auditors. Likewise, a statutory auditor of the Company cannot fulfil the mandate of being a member of the boards of statutory auditors for companies controlled by the Company; if such case were to be manifested, the statutory auditor would be dismissed from his office as statutory auditor of the Company.
As recommended by the Corporate Governance Code of the Italian Stock Exchange, the Board of Directors has furthermore expressed its position in relation to the maximum number of mandates for a non-executive director or statutory auditor that could be considered compatible with effective fulfilment of the role of non-executive director or statutory auditor of the Company, setting it at no more than three mandates as a non-executive director or statutory auditor for publicly traded companies, including therein the mandate for A2A S.p.A.  The Board of Directors has nonetheless the power to approve reasoned exceptions, for exceptional and transitory cases, that allow the non-executive directors and statutory auditors of the Company to cover the role of non-executive director and/or statutory auditor in a fourth publicly traded company for a limited period in respect of the aforementioned position.
The appointment of the statutory auditors is to be done on the basis of lists presented by shareholders. The lists contain at least two candidates to be appointed, listed through a progressive number. A single candidate may be present on only one list, or otherwise will not be eligible. Each list must contain a number of candidates belonging to the lesser represented gender, so as to ensure the balance between genders, at least to the minimum extent required by prevailing laws and regulations (namely, at least one-third of the candidates indicated by rounding up to the higher number in the case of fraction).  Lists presenting a number of candidates of less than three are exempt from the aforementioned requirement.
The persons entitled to present the lists are only shareholders who, alone or with other shareholders, hold shares at the time of the presentation of the lists that represent at least 1% of the share capital with voting rights at the ordinary shareholders' meeting.  Any shareholder may present, or contribute to presenting, one list only.  Should this rule be violated, no account will be made of the shareholder’s vote with respect to any of the lists presented.
The lists must be presented by the twenty-fifth day prior to the date of the shareholders' meeting (first session), and therefore, by 4:30 p.m. on 20 April 2017, through: (i) filing at the registered office of the Company, in via Lamarmora 230, Brescia, or (ii) transmittal via fax to the number +39 02 77203924, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone and fax number of the sender, or (iii) transmittal to the electronic mail address, a2a@pec.a2a.eu, and in this case, indicating in the accompanying message the identity of the person who is proceeding with the filing, as well as the telephone number and electronic mail address of the sender. The lists will be made available to the public at the Company’s registered office, on the Internet site (www.a2a.eu) and with other means as provided by CONSOB, by the twenty-first day prior to the date of the shareholders' meeting, or by 24 April 2017. Should there be, by the deadline for filing, only one list filed or only lists presented by shareholders who are affiliated with one another, lists may be presented up to the third day subsequent to the aforementioned deadline, or until 4:30 p.m. on 23 April 2017, and the threshold for presentation of the lists will be reduced by one-half, namely, to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting.
The lists must be accompanied by:
(i) information related to the identity of the shareholders who have presented the lists, with the indication of the percentage of the investment held overall, it being understood that the communication indicating ownership of the investment may be produced after the filing of the lists, provided that it is done by the deadline provided for the publication of the lists on the part of the Company, namely, by 24 April 2017;
(ii) a statement of shareholders other than the Comune di Brescia, the Comune di Milano and those who hold, including jointly, a controlling interest or a relative majority, certifying the absence of affiliate relationships, as provided by laws and regulations, including pro tempore regulations, with the aforementioned parties, also taking into account the recommendations contained in the CONSOB Communication No. DEM/9017893 of 26 February 2009;
(iii) comprehensive information about the professional and personal characteristics of the candidates, as well as statements with which the individual candidates accept their candidacy, and state, at their own responsibility, the non-existence of any causes of non-eligibility and incompatibility as provided by the law, and the satisfaction of the ethical, professional and independence requisites as prescribed by the law for members of the board of statutory auditors, and a list of the administrative and control positions that they hold at other companies.
Any list that does not satisfy the criteria set out above or does not include candidates of different gender in conformity with the provisions of the prevailing corporate by-laws will be considered as not presented.
Any person entitled to vote may only vote for one list.

Documentation
The documentation for the shareholders’ meeting required by prevailing laws and regulations, and the resolution proposals in relation to the matters on the meeting agenda are to be made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).
This notice is published in abridged form in the newspaper “Il Sole 24 Ore” on today’s date.
4 April 2017

For the Board of Directors
Chairman
Giovanni Valotti

 

The documentation related to the shareholders' meeting

Notice of the convocation of the ordinary shareholders' meeting

The first session of ordinary and extraordinary meeting of the shareholders of A2A S.p.A. is to be held on Tuesday, 7 June 2016 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Wednesday, 8 June 2016, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following

Agenda

Ordinary meeting

  1. Approval of the financial statements at 31 December 2015; Reports of the board of directors, the board of statutory auditors and the independent auditors. Presentation of the consolidated financial statements at 31 December 2015.
  2. Proposal for coverage of the net loss as of 31 December 2015, through withdrawal of an amount equal to the net loss from the available “moderate” tax-exempt reserves.
  3. Approval of the 2015 Sustainability Report.


Extraordinary meeting

  1. Proposal to reduce the “moderate” tax-exempt reserves; resolutions inherent and consequent thereto.
  2. Approval of the merger by incorporation of the companies, A2A Trading S.r.l. and Edipower S.p.A., into the company, A2A S.p.A.; resolutions inherent and consequent thereto.

Ordinary meeting

  1. Proposal to distribute a dividend through charging the available reserves.
  2. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  3. Proposal to adjust the compensation of the Board of Statutory Auditors; resolutions inherent and consequent thereto.
  4. Authorization for the purchase and assignment/sale/transfer of own shares, subject to the revocation of the preceding authorization, with reference to the unused portion thereof, which was approved by the meeting of the shareholders on 11 June 2015.
     

Participation in the shareholders' meeting and exercise of vote by proxy

Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (27 May 2016) and for whom the Company has received, by the close of the third trading day (2 June 2016) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 7-8 June 2016.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).


Company’s designated representative

The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998.  For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 3 June 2016 or 6 June 2016, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given.  The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.

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 par value Euro 0.52 each. Pursuant to Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the treasury shares held by the Company (61,917,609 as of the date of this meeting notice), for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.
 

Right to ask questions about matters on the agenda

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 4 June 2016 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 7-8 June 2016.” The exercise of such right is certified through the transmission, to the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplementing the meeting agenda and presentation of new proposed resolutions

Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 16 May 2016, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters that legally require shareholder approval in relation to a proposal made by the directors or on the basis of a project or report prepared by the directors, which is different than the proposals referenced in Article 125-ter, Paragraph 1 of Legislative Decree No. 58 of 24 February 1998, as subsequently modified and supplemented. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 23 May 2016). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by the Board of Directors, will be made available to the public by the same methods provided with regard to documentation for the meeting.

Documentation

The documentation for the shareholders’ meeting required by prevailing laws and regulations, and the resolution proposals in relation to the matters on the meeting agenda are made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).

This notice is published in abridged form in the newspaper, “Il Sole-24 Ore”, on today’s date.
6 May 2016
 

For the Board of Directors
Chairman

 

The documentation related to the shareholders' meeting

Notice of the convocation of the ordinary shareholders' meeting


The first session of ordinary meeting of the shareholders of A2A S.p.A. is to be held on Thursday, 11 June 2015 at 11:00 a.m. at the offices of the Termoutilizzatore A2A, via Malta 25/r, Brescia, Italy; should a second session of the meeting be necessary, it will be held on Friday, 12 June 2015, at the same time and place. The meeting has been convened for the purpose of discussing and deliberating on the following
 

Agenda

  1. Appointment of two members of the board of directors pursuant to Article 18 of the corporate by-laws.
  2. Financial statements at 31 December 2014.
    1. Approval of the financial statements at 31 December 2014; Reports of the board of directors, the board of statutory auditors and the independent auditors. Presentation of the consolidated financial statements at 31 December 2014.
    2. Allocation of net profit for the year and dividend distribution.
  3. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  4. Authorization for the purchase, pledging, and/or sale of treasury shares, subject to revocation of the previous authorization approved by the shareholders' meeting held on 13 June 2014.
  5. Conferral of the mandate for the legal audit of the accounts for the years from 2016 to 2024.
  6. Amendment of the rules for the shareholders’ meeting to the traditional administration and control system.

Participation in the Meeting and exercise of vote by proxy

Persons entitled to participate in the meeting are the holders of voting rights at the close of the record date (2 June 2015) and for whom the Company has received, by the close of the third trading day (8 June 2015) preceding the date set for the first session of the meeting, the relative notice from the authorized intermediaries as provided by law. In any event, the right to participate in the meeting and to vote shall remain valid even if the Company receives such notice after the aforementioned deadline, provided it is received before the start of the shareholders’ meeting. Persons who become shareholders after the aforementioned record date shall not be entitled to participate in the meeting. In accordance with the law, any shareholder entitled to participate may elect to have himself represented at the shareholders’ meeting through a written proxy, with the option of using for such purpose the proxy form available at the Company's registered office and on its website (www.a2a.eu “Governance” – “Shareholders' meetings” section). The proxy may be transmitted to the Company via certified electronic mail (a2a@pec.a2a.eu) specifying as the subject “Proxy for A2A S.p.A. Shareholders’ Meeting, 11-12 June 2015.” Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
Procedures for voting by correspondence or by electronic means have not been contemplated.
It is also noted that the shareholders’ meeting approved the adoption of meeting rules to ensure that the shareholders’ meeting is properly conducted, providing, inter alia, rules in relation to speaking, participation, and attendance at the meeting, as well as verification of the right to participate in and attend the meeting. Such rules are available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section).
 

Company’s designated representative

The proxy may be conferred, at no cost to the owner of record, with voting instructions on all or some of the items on the agenda, to Computershare S.p.A. with registered office at Via Lorenzo Mascheroni no. 19, Milan 20145, as the Company’s designated representative for purposes of Article 135-undecies of Legislative Decree no. 58/1998. For this purpose, the owner of record must use the form made available by the Company’s designated representative, in accordance with the Company, which is available on the Company’s website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). The original proxy to the designated representative, with voting instructions, must be received at the registered office of Computershare S.p.A., Via Lorenzo Mascheroni no. 19, Milan 20145, with a copy thereof and a statement of conformity to the original possibly sent in advance by fax (+39 02 46776850) or as an attachment to a certified electronic mail message (ufficiomilano@pecserviziotitoli.it) by the end of the second open market day preceding the date set for the shareholders’ meeting, including with respect to the second session (namely, by 9 June 2015 or 10 June 2015, respectively). The proxy, conferred in such manner, shall have effect only for the matters for which voting instructions are given. The proxy and voting instructions may be revoked within the same deadlines specified above. The proxy form, with the related instructions for its compilation and transmission, is available at the Company’s registered office and on its website (www.a2a.eu “Governance” – “Shareholders’ meetings” section). Any such advance notice does not exempt the proxy holder from the obligation of certifying the conformity of the original proxy to the copy transmitted and from presenting appropriate identification of the owner of record represented, upon registration at the start of the shareholders’ meeting.
 

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 par value Euro 0.52 each. Pursuant to Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the 26,917,609 treasury shares held by the Company as of the date of this meeting notice, for which, under law, voting rights are suspended.  The foregoing applies without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.
 

Right to ask questions about matters on the agenda

Pursuant to Article 127-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, persons with voting rights may pose questions about the matters on the agenda, including before the shareholders’ meeting by having them sent – on or before the end of the third day preceding the date set for the first session of the shareholders’ meeting, namely, by 8 June 2015 – to the Company Secretary via fax (+39 02 77203924) or via certified electronic mail (a2a@pec.a2a.eu), specifying as the subject “Questions A2A S.p.A. Shareholders’ Meeting 11-12 June 2015.” The exercise of such right is certified through the transmission, via the fax number or certified electronic mail address as indicated above, of a copy of the special notice issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Questions pertinent to matters on the agenda received before the shareholders’ meeting from shareholders with voting rights will be answered as provided by law, during the shareholders’ meeting at the latest. The Company may provide a single answer to questions having the same content.
 

Supplementing the meeting agenda and presentation of new proposed resolutions

Pursuant to Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently modified and supplemented, shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this notice, namely, by 21 May 2015, request additions to the list of matters on the agenda by specifying in writing the additional matters of business they propose or proposed resolutions on matters already on the agenda. Proposals must be sent by return-receipt, registered letter to “A2A S.p.A. Segreteria Societaria, Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy sent by fax (+39 02 77203924) or certified electronic mail (a2a@pec.a2a.eu), together with the special notice certifying the capacity to exercise such right issued by the intermediaries who maintain the accounts against which the shares of the requesting shareholder(s) are registered. Any shareholders proposing additional matters of business or proposed resolutions must present a report detailing the reasons for their proposals for new matters of business or the reasons for their proposed resolutions on matters already on the agenda; such report must be filed by the deadline specified above and using the same means.  In any event, a shareholder with voting rights may individually present proposed resolutions to the shareholders’ meeting.
Additions to the agenda are not permitted for any matters proposed by the directors or based on a plan or report prepared by same, other than those referred to in Article 125-ter, Paragraph 1, of Italian Decree Law no. 58 of 24 February 1998, as subsequently modified and supplemented, for which the shareholders’ meeting deliberates pursuant to the law. Any additions to the list of matters on the agenda that the shareholders’ meeting may have to deliberate upon as a result of such requests, or following the presentation of additional proposed resolutions on matters already on the agenda, will be communicated by the same methods provided for publication of the meeting notice, namely, at least 15 days prior to the date set for the first session of the shareholders’ meeting (namely, by 27 May 2015). Simultaneously with publication of such notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by Company officers, will be made available to the public by the same methods provided with regard to documentation for the meeting
 

Appointment of two members of the board of directors pursuant to Article 18 of the corporate by-laws

The shareholders’ meeting is called to deliberate on the appointment of two directors to take the place of the independent director, Mario Cocchi, who tendered his resignation on 27 March 2015, and the independent director, Stefano Cao, who tendered his resignation on 29 April 2015.
It is noted that the appointment of directors to replace Mario Cocchi, who was a candidate in the minority list presented by the shareholder, Carlo Tassara S.p.A., and Stefano Cao, who had been a candidate from the majority list presented jointly by the shareholders, Municipality of Brescia and City of Milan, will take place in accordance with current regulations and the provisions of Article 18 of the corporate by-laws. 
 

Documentation

As required by law, documentation for the shareholders’ meeting is made available to the public by the required deadlines at the Company’s registered office, on the Company’s website (www.a2a.eu “Governance” – “Shareholders' meetings” section), and through the authorized storage mechanism, “1Info” (www.1info.it).
This notice is published in abridged form in the newspaper, “Il Sole-24 Ore”, on today’s date.
11 May 2015
 

 

For the Board of Directors
Chairman
Giovanni Valotti

 

The documentation related to the shareholders' meeting

SUPPLEMENT TO AGENDA OF SHAREHOLDERS MEETING CALLED FOR 13 JUNE 2014 (IF NECESSARY, FOR 16 JUNE 2014 IN SECOND CALL)

With reference to the Shareholders Meeting of A2A S.p.A. previously called by means of public notice on 8 April 2014 on the Company’s website and in the newspaper “il Sole 24 Ore,” to be held at the offices of Termoutilizzatore A2A at via Malta 25/r in Brescia, Italy on 13 June 2014 at 11 AM in first call and, if necessary, on 16 June 2014 in second call at the same time and location, you are informed that the Board of Directors has voted to supplement the agenda of such Meeting(s) with the following three points, to be treated with priority:

Ordinary part

  1. Proposal regarding allocation of profit for year ended 31 December 2013 and distribution of dividend.
  2. Remuneration Report: deliberation for purposes of Art. 123-ter subsection 6 of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented.
  3. Purchase and sale of treasury shares; resolutions inherent and consequent.

All of the terms, conditions, and information regarding “Participation in the Meeting and exercise of vote by proxy”, “Company’s designated representative”, “Share Capital”, “Right to ask questions on items on the agenda”, “Board of Directors – Appointment of Directors – Decisions inherent and consequent” and “Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent” contained in the notice of meeting previously published will remain valid and effective and are referred to herein in their entirety.
With regard to the supplement to the agenda and to the presentation of proposed resolutions on the new items on the agenda listed above by shareholders who individually or jointly represent at least one fortieth of the share capital, a new ten-day period expiring on 10 May 2014 will commence on the publication date of this notice.
As required by law, documentation for the new items on the agenda is available to the public at the Company’s registered office, at Borsa Italiana S.p.A., and on the Company’s website (www.a2a.eu, in the “Governance” – “Meetings” section).
 

On behalf of the Board of Directors
Graziano Tarantini, Chairman

 

NOTICE OF MEETING

At the request of Shareholders City of Brescia and City of Milan, formulated for purposes of Art. 2367 of the Italian Civil Code, the Shareholders Meeting of A2A S.p.A. is hereby called to meet at the offices of Termoutilizzatore A2A at via Malta 25/r in Brescia, Italy on 13 June 2014 at 11 AM in first call and, if necessary, on 16 June 2014 in second call at the same time and location to discuss and vote on the following

AGENDA

Extraordinary part

  1. Adoption of new Articles of Association in conformity to Resolution no. 42 dated 23.12.2013 of the City of Milan and Resolution no. 198 dated 20.12.2013 of the City of Brescia, completed by notice no. 8 dated 13.02.2014 to the City Council.

Ordinary part

  1. Board of Directors – Appointment of Directors – Decisions inherent and consequent.
  2. Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent.
     

Participation in the Meeting and exercise of vote by proxy

Shareholders may participate in the Meeting if they have voting rights at the close of the Record Date (4 June 2014) and if the Company has received, by the close of the third trading day (10 June 2014) preceding the date set for the Meeting in first call, the relative notice from the assigned intermediaries as required by law. Nevertheless, shareholders will have the right to participate and vote if the Company receives such notice after such deadline, provided it is received before the Meeting commences work. Persons who become shareholders after said Record Date will not have the right to participate in the Meeting. Under law, each Shareholder with the right to participate may choose to be represented at the Meeting by means of a written proxy, with right to use for such purpose the proxy form available at the Registered Office and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section). The proxy may be transmitted to the Company via email at a2a@pec.a2a.eu, specifying as the subject “Proxy Meeting A2A S.p.A. 13-16 June 2014.” Any such advance notice does not exempt the delegate from the obligation of certifying conformity of the emailed copy to the original and from presenting appropriate identification when entrance to the meeting is checked. 
Voting by correspondence or by electronic means is not allowed. 
The Meeting has also approved the adoption of Meeting Rules to ensure that the Meeting is properly conducted. Among other things, the Rules govern attending, participating in, and assistance at the Meeting, as well as checking the right to participate in and attend the Meeting. Such Rules are available on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

Company’s designated representative

The proxy may be conferred, at no cost to the delegating party, and with voting instructions on all or some of the items on the agenda, to Istifid S.p.A. Company Fiduciaria e di Revisione, Servizio Fiduciario – Viale Jenner n. 51, 20159 Milan, as the Company’s designated representative for purposes of Art. 135-undecies of Italian Decree Law 58/1998, provided that the original copy of such proxy is received on or before the end of the second trading day preceding the date set for the Meeting, including in second call (i.e., by 11 June 2014 or 12 June 2014, respectively). Although the original of the proxy must in all cases be mailed, the proxy may also be notified by email to the certified email address 2014assemblea.yy78@istifidpec.it. Any proxy issued to Istifid S.p.A. Company Fiduciaria e di Revisione will have no effect with regard to any items on the agenda for which voting instructions are not given. The proxy and voting instructions are revocable by the same methods and by the same deadlines specified above. The proxy form, with instructions for its compilation and transmission, is available at the Registered Office and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

Share Capital

For purposes of 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 par value Euro 0.52 each. For purposes of Article 6 of the current Articles of Association, the shares are indivisible and each share has the right to one vote, with the exception of the 26,917,609 treasury shares held by the Company as of the date of this Notice of Meeting, for which, under law, voting rights are suspended, and without prejudice to the provisions of Article 9 of the current Articles of Association with regard to limits of share ownership and shareholders’ agreements.

Right to ask questions on items on the agenda

For purposes of Article 127-ter of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented, persons with voting rights may ask questions on items on the agenda even before the Meeting by faxing them – on or before the end of the third day preceding the date set for the Meeting in first call, i.e., by 10 June 2014 – to the Company Secretary at +39 02 77203924, specifying as the subject “Questions Meeting A2A S.p.A. 13-16 June 2014.” The capacity to exercise such right is confirmed by faxing to such number a copy of the communication issued by the intermediaries who maintain the shareholder register. Questions pertinent to items on the agenda received before the Meeting from shareholders with voting rights will be answered as provided by law during the Meeting at the latest. The Company may provide a single answer to questions having the same content.

Supplement to agenda and presentation of proposed resolutions on new items on agenda

For purposes of Article 126-bis of Italian Decree Law no. 58 of 24 February 1998, as modified and supplemented, Shareholders who, individually or jointly, represent at least one fortieth of the share capital may, within ten days after the date of publication of this Notice, i.e., by 18 April 2014, request additions to the list of items on the agenda by specifying in writing the additional items of business they propose or proposed resolutions on items already on the agenda. Proposals must be sent by registered letter with return receipt to “A2A S.p.A. Segreteria Societaria Corso di Porta Vittoria 4 20122 Milano – Italia” with advance copy faxed to +39 02 77203924, together with the communication confirming the capacity to exercise such right issued by the intermediaries who maintain the shareholder register. By the above-specified deadline, any such Shareholders proposing additional items of business or proposed resolutions must, by the same methods, present a report detailing the reasons for their proposals for new items of business or the reasons for their proposed resolutions on items already on the agenda. Under all circumstances, a Shareholder with voting rights may personally present proposed resolutions at the Meeting. 
Additions to the agenda are not permitted for matters on which the Meeting deliberates, under law, on proposals by the Management Board or by the Supervisory Board on based on a plan or report prepared by same, other than those referred to in Art. 125-ter, subsection 1, of Italian Decree Law no. 58 of 24 February 1998 as modified and supplemented. Any additions to the list of business on the agenda that the Meeting may deliberate following such requests or following the presentation of additional proposed resolutions on items already on the agenda will be communicated by the same methods provided for publication of the Notice of Meeting, at least fifteen days prior to the date set for the Meeting in first call (i.e., by 29 May 2014). Simultaneously with publication of such Notice, the reports provided by shareholders requesting additions or additional proposed resolutions, accompanied by evaluations (if any) by Company officers, will be made available to the public by the same methods provided with regard to documentation for the Meeting.

Board of Directors – Appointment of Directors – Decisions inherent and consequent.
Board of Statutory Auditors – Appointment of Board – Decisions inherent and consequent
.

With reference to resolutions inherent and consequent to appointment of the Board of Directors and of the Board of Statutory Auditors, such resolutions, as well as the procedure applied for purposes of their appointment, including the presentation of lists and the confirmation of candidate requirements, are governed by laws and regulations for the appointment of the Board of Directors and of the Board of Statutory Auditors, in addition to the provisions contained in the Articles of Association, the approval of which is number 1 on the agenda of the extraordinary part of the Meeting, as described in the report published for purposes of law on the Company’s website (www.a2a.eu “Governance” – “Meetings” section). Resolutions inherent and consequent to appointment of the Board of Directors and of the Board of Statutory Auditors will therefore be passed based on the assumption that the new text of the Articles of Association will be approved and are subject to such approval.

* * *

Board of Directors

The newly-appointed Board of Directors has 12 members (who do not necessarily have to be shareholders). The Board remains in office for three tax years and expires on the date of the Meeting called to approve the financial statements for its third year in office. The members of the Board of Directors must possess the requisites of honesty and professionalism required by current law and by provisions of the Articles of Association pro tempore.
Members of the Board of Directors are elected on the basis of lists, each of which contains at least two candidates indicated by a progressive number. Each list must have a number of candidates pertaining to the less represented class of shareholders in order to ensure respect of the balance between classes at least in the minimum ratio required by current laws and regulations (i.e., at least one fifth of candidates with rounding up if the number is not whole). Lists containing fewer than three candidates are exempt from this rule. Lists must include at least two candidates in possession of the requisites of independence required for Auditors by Art. 148, subsection 3 of Italian Decree Law no. 58 of 24 February 1998 and of those required by the Governance Code written by the Corporate Governance Committee of Borsa Italiana S.p.A. 
Only those shareholders who, individually or with others, at the time of presentation of the lists own shares representing at least 1% of the share capital with right to vote at the Ordinary Meeting have the right to present lists. Each shareholder, shareholders parties to a significant shareholders’ agreement for purposes of Art. 122 of Italian Decree Law no. 58 of 24 February 1998, the parent company, subsidiaries, companies subject to common control for purposes of Art. 93 of Italian Decree Law no. 58 of 24 February 1998, and other parties connected for purposes of current laws and regulations, cannot present or participate in the presentation of, not even through a third party or trust company, more than one list or vote for different lists, and each candidate may run on a single list only, under penalty of ineligibility. 
Lists must be presented on or before the twenty-fifth day before the date of the Meeting in first call, i.e., by 4:30 PM on 19 May 2014, by: (i) filing at the Company’s registered office at via Lamarmora 230, Brescia, Italy or (ii) faxing to +39 02 77203924, in this case by specifying in the accompanying message the name of the party filing the list as well as the sender’s telephone and fax number. Lists will be made available to the public at the Company’s registered office, on the website www.a2a.eu, and by the other means required by Consob at least twenty-one days before the date of the Meeting, i.e., 23 May 2014. If only one list, or only lists presented by connected shareholders, has/have been filed by the deadline for the filing of lists, lists may be presented up to the third day following such date, i.e., up to 4:30 PM on 22 May 2014, and the limit for the presentation of lists will be halved to 0.5% of the share capital with right to vote at the Ordinary Meeting. 
Lists must be accompanied by: 
(i) information on the identity of shareholders who presented the lists, with indication of the total percentage held, it being understood that the communication specifying the ownership of such shareholding may also be made after the lists are filed, provided this is done by the deadline specified for the Company’s publication of lists, i.e., by 23 May 2014; 
(ii) a declaration by shareholders other than the City of Brescia and the City of Milan, and by shareholders who hold, individually or jointly, a controlling interest or relative majority, attesting, as required by current laws and regulations, to the absence of connections with such parties, also in consideration of the recommendations contained in Consob Communication no. DEM/9017893 of 26 February 2009; 
(iii) a full personal and professional profile of the candidates, as well as a declaration by the candidates attesting to their possession of all legal requisites and to the acceptance of their candidature. 
Any list that does not satisfy the above-mentioned requirements will be considered not presented.

* * *

Board of Statutory Auditors

The newly-appointed Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors. The Board remains in office for three tax years and expires on the date of the Meeting called to approve the financial statements for its third year in office. Auditors must possess the requisites of honesty, professionalism, and independence required by current law. For purposes of confirming the satisfaction of requisites of professionalism of members of the Board of Statutory Auditors, the areas and business sectors closely related to the those of the Company’s business are understood as the areas and business sectors referred to in Article 4 of the Articles of Association. The provisions of current laws and regulations apply with regard to the composition of the Board of Statutory Auditors, situations of ineligibility and limits to combined roles of administration and control that may be covered by members of the Board of Statutory Auditors. In addition, an Auditor of the Company may not be a member of Boards of Statutory Auditors of subsidiaries. In this last-mentioned case, the Auditor must resign from his/her role as Auditor of the Company.
Auditors are elected on the basis of lists presented by the shareholders. The lists must have at least two candidates, indicated by a progressive number. Each candidate may run on a single list only, under penalty of ineligibility. Each list must have a number of candidates pertaining to the less represented class of shareholders in order to ensure respect of the balance between classes at least in the minimum ratio required by current laws and regulations (i.e., at least one fifth of candidates with rounding up if the number is not whole). Lists containing fewer than three candidates are exempt from this rule.
Only those shareholders who, individually or with others, at the time of presentation of the lists own shares representing at least 1% of the share capital with right to vote at the Ordinary Meeting have the right to present lists. Each shareholder may present participate in the presentation of one list only. If this rule is broken, the shareholder’s vote will not be counted with regard to any of the lists presented.
Lists must be presented on or before the twenty-fifth day before the date of the Meeting in first call, i.e., by 4:30 PM on 19 May 2014, by: (i) filing at the Company’s registered office at via Lamarmora 230, Brescia, Italy or (ii) faxing to +39 02 77203924, in this case by specifying in the accompanying message the name of the party filing the list as well as the sender’s telephone and fax number. Lists will be made available to the public at the Company’s registered office, on the website www.a2a.eu, and by the other means required by Consob at least twenty-one days before the date of the Meeting, i.e., 23 May 2014.
If only one list, or only lists presented by connected shareholders, has/have been filed by the deadline for the filing of lists, lists may be presented up to the third day following such date, i.e., up to 4:30 PM on 22 May 2014, and the limit for the presentation of lists will be halved to 0.5% of the share capital with right to vote at the Ordinary Meeting.
Lists must be accompanied by: 
(i) information on the identity of shareholders who presented the lists, with indication of the total percentage held, it being understood that the communication specifying the ownership of such shareholding may also be made after the lists are filed, provided this is done by the deadline specified for the Company’s publication of lists, i.e., by 23 May 2014;
(ii) a declaration by shareholders other than the City of Brescia and the City of Milan, and by shareholders who hold, individually or jointly, a controlling interest or relative majority, attesting, as required by current laws and regulations, to the absence of connections with such parties, also in consideration of the recommendations contained in Consob Communication no. DEM/9017893 of 26 February 2009;
(iii) a full personal and professional profile of the candidates, as well as declarations with which each candidate accepts his/her candidature and declares, under his/her own responsibility, the absence of all causes of ineligibility and incompatibility under the law and the existence of the requisites of honesty, professionalism and independence required by law for members of the Board of Statutory Auditors, and supplies a list of administrative and control offices covered at other companies. 
Any list that does not satisfy the above-mentioned requirements or that does not include candidates from different classes in compliance with provisions of the Articles of Association will be considered not presented.
Each shareholder with voting rights may vote for one list only.

Documentation

As required by law, documentation for the Meeting is made available to the public by the required deadlines at the Company’s registered office, at Borsa Italiana S.p.A., and on the Company’s website (www.a2a.eu “Governance” – “Meetings” section).

On behalf of the Management Board 
Graziano Tarantini, Chairman

 

The documentation related to the shareholders' meeting

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

An ordinary meeting of the shareholders of A2A S.p.A. has been convened for 13 June 2013 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia; if necessary, a second session of the meeting will be held on 14 June 2013, at the same time and place. The meeting has been convened for discussing and deliberating on the following

MEETING AGENDA

  1. Proposal to allocate the net earnings for the year ended 31 December 2012 and the distribution of a dividend.
  2. Compensation Report: resolution pursuant to Article 123-ter, Paragraph 6, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.

Participation in the meeting and exercising vote by proxy 
The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 4 June 2013 and for whom the Company has received, by the end of the third market session (10 June 2013) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by prevailing regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as “Proxy for A2A S.p.A. shareholders' meeting for 13-14 June 2013”. The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the person holding the proxy.
Procedures for voting by correspondence or with electronic means are not contemplated.
It is furthermore noted that the Company's shareholders approved the adoption of regulations for the shareholders' meetings which govern the proper and orderly running of the meetings, providing, amongst other things, rules regarding addressing the meeting, participating in the meeting, and assistance at the meetings, and the verification of the right to be present at the meeting and the right to address the meeting. The aforementioned regulations for the shareholders' meetings may be consulted at the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Company's designated representative 
The proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, Servizio Fiduciario, Viale Jenner 51, 20159 Milan, as the Company's designated representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998, on the condition that the proxy is received by the same no later than the end of the second market session preceding the date for the shareholders' meeting, with respect to the first and second sessions (namely, by 11 June 2013 or by 12 June 2013, respectively). The proxy may be transmitted to Istifid S.p.A. Società Fiduciaria e di Revisione, Servizio Fiduciario, by sending of a registered, return-receipt letter to the address indicated above. The proxy may also be notified via electronic mail to the certified electronic mail address 2013assemblea.mm63@istifidpec.it. The proxy shall not have any effect for any proposals on the meeting agenda for which voting instructions have not been conferred. The proxy and voting instructions are revocable with the same means and within the same deadlines indicated above. The "form for conferring the proxy and voting instructions to Istifid S.p.A. pursuant to Article 135-undecies of Legislative Decree no. 58/1998" is available at the Company's registered offices and the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Share capital
Pursuant to Article 5 of the prevailing corporate by-laws, the share capital is equal to €1,629,110,744.04, and is represented by 3,132,905,277 ordinary shares with par value of €0.52 each. Pursuant to Article 6 of the prevailing corporate by-laws, the shares may not be split and each share confers the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this notice of the shareholders' meeting, whose voting rights have been suspended in accordance with the law, and without prejudice to the provisions of Article 9 of the prevailing corporate by-laws in relation to the limits on shareholder ownership and shareholder agreements.

Right to submit questions about matters on the meeting agenda
Pursuant to Article 127-ter of Legislative Decree no. 58/1998, as subsequently amended and supplemented, shareholders entitled to vote may submit questions about the matters on the meeting agenda, including before the meeting, by having them sent by the end of the third day prior to the date set for the first session of the shareholders' meeting, and thus, by 10 June 2013, to the Corporate Secretary by fax to +39-02-7720-3924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 13-14 June 2013”. The right to exercise such right is certified through transmission to the fax number indicated above of a copy of the special notice issued by intermediaries that hold the accounts on which the shares of the requesting shareholders are registered. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered, in the manner specified by the law, at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.

Supplementation of the meeting agenda and presentation of new proposed resolutions
In accordance with Article 126-bis of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 23 May 2013, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed or presenting proposed resolutions on matters already on the meeting agenda. The requests must be presented by registered, return-receipt letter sent to “A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY” and simultaneously sent in advance by fax to +39-02-7720-3924, with the special notice certifying the right to exercise such right as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the reasons for the proposed resolution on the new matters that they are proposing for discussion or the reason for additional resolutions proposed on matters already on the meeting agenda. In any event, anyone entitled to vote may individually present resolution proposals during the shareholders' meeting. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the matters referenced in Article 125-ter, Paragraph 1 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests or of the presentation of any other proposed resolutions on matters already on the meeting agenda shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting (namely, by 29 May 2013). At the time of the publication of the notice of the supplementation, the report(s) prepared by the shareholders requesting the supplementation or additional proposed resolutions, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.

Documentation

The documentation related to the shareholders' meeting as provided by prevailing laws and regulations is to be made available to the public, according to the terms provided, at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site www.a2a.eu (under the section entitled "Governance - Shareholders' meetings").

For the Management Board
Graziano Tarantini
Chairman

 

The documentation related to the shareholders' meeting

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

An ordinary meeting of the shareholders of A2A S.p.A. has been convened for 29 May 2012 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia. If necessary, a second session of the meeting will be held on 30 May 2012, at the same time and place. The meeting has been convened for discussing and deliberating on the following

 

MEETING AGENDA

  1. Proposal for the distribution of a dividend from available reserves.
  2. Compensation report: resolution pursuant to Article 123-ter, Paragraph 6 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented.
  3. Appointment of the members of the Supervisory Board and the related Chairman and Vice Chairman.
  4. Determination of the compensation for the members of the Supervisory Board.

 
Participation in the meeting and exercise of vote by proxy

The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 18 May 2012 and for whom the Company has received, by the end of the third market session (24 May 2012) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by applicable regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings"). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as "Proxy for A2A S.p.A. shareholders' meeting for 29-30 May 2012". The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the person holding the proxy.
Procedures for voting by correspondence or with electronic means are not contemplated.
It is furthermore noted that the shareholders' meeting approved the adoption of shareholders' meeting rules which govern the proper and orderly running of the shareholders' meeting, providing, inter alia, rules in relation to speaking, participation and assistance during the meetings and the verification of the legitimate right to be present and participate at the meeting. The aforementioned shareholders' meeting rules may be consulted on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings").


Representative designated by the Company

For the shareholders' meeting referenced in this notice, the proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, with registered office at Viale Jenner 51, 20159 Milan, as the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree 58/1998, as amended and supplemented, on the condition that the original proxy is received by the same no later than the end of the second market session preceding the date for the first session the shareholders' meeting (namely, by 25 May 2012). Such proxy needs to be received by Istifid via hand delivery or the sending of a return-receipt, registered letter to the address indicated above, or without prejudice to the presentation of the original, through electronic notification at the certified email address (2012assemblea.ii35@istifidpec.it) or via fax (+39-02-6079-8390).
Any proxy given to Istifid S.p.A. Società Fiduciaria e di Revisione shall not have any effect for any proposals for which voting instructions have not been conferred. The proxy and voting instructions are revocable through the end of 25 May 2012. The proxy form and the related voting instructions, together with the instructions for completion and transmission of the form, are available on the Company's Internet site (www.a2a.eu under the section entitled "Governance" – "Shareholders' meetings").


Share capital

In accordance with Article 5 of the corporate by-laws in effect, the share capital is €1,629,110,744.04 represented by 3,132,905,277 ordinary shares with par value of €0.52 each. In accordance with Article 6 of the corporate by-laws in effect, the shares are indivisible and each share gives the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this meeting notice (for which the right to vote is suspended, as provided by law) and without prejudice to the provisions of Article 9 of the corporate by-laws in effect on the subject of the limits of shareholding and shareholder agreements.


Right to submit questions about matters on the meeting agenda

The shareholders may submit questions about the matters on the meeting agenda, including before the meeting; if submitted before the meeting, they are to be sent to the Corporate Secretary by fax to +39 02 77203924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 29-30 May 2012". The persons who certify ownership of the shares as of the record date of 18 May 2012 by producing, including subsequent to submission of the question(s), the notice released by an authorized intermediary for participation in the shareholders' meeting shall be entitled to a response. The questions and the related certification must be received by the end of the third market business day prior to the date set for the first session of the meeting, and therefore, by 24 May 2012. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.


Supplementation of the meeting agenda

In accordance with Article 126-bis of Legislative Decree 58/1998, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 28 April 2012, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed. The requests must be presented by registered, return-receipt letter sent to "A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY" and simultaneously sent in advance by fax to +39-02-7720-3924, with suitable certification attesting to the ownership of the aforementioned percentage of interest as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the matters that they are proposing for discussion, and use the same means outlined above for submitting it. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the matters referenced in Article 125-ter, Paragraph 1 of Legislative Decree 58/1998, as subsequently amended and supplemented. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting (namely, by 14 May 2012). At the time of the publication of the notice of the supplementation, the report prepared by the requesting shareholders, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.


Election of the Supervisory Board

The election of the entire Supervisory Board shall be based on list voting. Lists may be filed only by shareholders who, on their own or with other shareholders, are, at the time of filing the list, owners overall of number of shares representing at least 1% of the share capital with voting rights at the ordinary shareholders' meeting. The list must contain the names, to which a sequential number is assigned, of at least two candidates for the position of members of the Supervisory Board. A single shareholder, shareholders who are parties to a shareholder agreement as provided by Article 122 of Legislative Decree 58/1998, as subsequently amended and supplemented, the controlling shareholder, the subsidiary companies and those subject to common control as provided by Article 93 of Legislative Decree 58/1998, as subsequently amended and supplemented, and the other persons between whom a relationship exists pursuant to applicable laws and regulations, including a pro-tempore regulation, may not present or contributing to presenting, including through an intermediary or fiduciary company, more than one list and may not vote for different lists, and each candidate may be presented on only one list or shall otherwise not be eligible for election. 
The lists must be filed by the twenty-fifth day preceding the date of the first session of the shareholders' meeting, and thus, by 4:30 p.m. on 4 May 2012, through: (i) filing at the Company's registered office: via Lamarmora 230, Brescia, or (ii) sending of a fax (+39-02-7720-3924), indicating in the accompanying message the identity of the person who is filing as well as the telephone and fax numbers of the sender. The lists will be made available to the public at the Company's registered office, Internet site (www.a2a.eu) and with the other means provided by CONSOB by the twenty-first day before the date of shareholders' meeting, namely, by 8 May 2012. Should only one list have been filed by the deadline, or should only lists filed by shareholders who are related have been filed by the deadline, other lists may be filed until the third day subsequent to the deadline, namely, until 4:30 p.m. on 7 May 2012, and the threshold for the filing of the lists shall be reduced by 50 percent, or to 0.5% of the share capital with voting rights at the ordinary shareholders' meeting. 
The lists must be accompanied by:


a) Information in relation to the identity of the shareholders who filed the lists, with the indication of the percentage of the equity investment held overall, provided that the certification from which the ownership of such investment as of the date of filing the list may be produced subsequent to the filing of the lists as long as it is done by the deadline for the Company's publication of the lists, namely by 8 May 2012;
b) A statement of the shareholders, other than the Municipality of Brescia, the Municipality of Milan and those who hold, including jointly, a relative majority or controlling interest, certifying the absence of relationships, as provided by applicable laws and regulations, including pro-tempore regulations, with such parties;
c) Comprehensive information about the personal and professional characteristics of the candidates, as well as a statement by the candidates certifying that they possess the requisites contemplated by the law and accepting their candidature.


Should such conditions not be met, the list will be considered as not filed.
It is noted that the candidates for the position of member of the Supervisory Board must be in possession of the ethical and professional requisites as provided by applicable laws and regulations, as well as the requisites regarding independence and the limit on the number of offices that may be held as provided by applicable laws and regulations. It is furthermore noted that at least two members of the Supervisory Board must be legal auditors as registered on the special register therefor.
The filing of the lists must also be accompanied by a listing of any administration and control positions held by each candidate at other companies.

 
Documentation
The documentation provided by applicable laws and regulations in relation to the shareholders' meeting will be made available to the public at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site (www.a2a.eu  under the section entitled "Governance" – "Shareholders Meetings") within the terms required by the law.


For the Management Board
Chairman
Giuseppe Sala

 

The documentation related to the shareholders' meeting

Notice of ordinary and extraordinary shareholders' meeting

An ordinary and extraordinary meeting of the shareholders of A2A S.p.A. has been convened for 15 June 2011 at 11:00 a.m. (first session) at the offices of the A2A's waste-to-energy plant (termoutilizzatore) at Via Malta 25/r, Brescia. If necessary, a second session of the meeting will be held on 16 June 2011, at the same time and place. The meeting has been convened for discussing and deliberating on the following.

MEETING AGENDA

Ordinary part

  1. Proposal to allocate the net earnings for the year ended 31 December 2010 and the distribution of a dividend.
  2. Approval of rules for the shareholders' meetings.
     

Extraordinary part

  1. Proposal to change Articles 5, 7, 9, 11, 12, 14, 15, 16, 19, 20, 21, 22, 23, 24, 25, 26, 27, 30, 31, 32, 40, 41, 42, 43 and 46 of the corporate by-laws and to eliminate Articles 17 and 18, with the consequent renumbering of Article 19 and the articles thereafter, and the consequent renumbering of the references to numbers of the articles of the by-laws contained therein.

The persons entitled to participate in the meeting are those who hold the right to vote as of the end of the record date of 6 June 2011 and for whom the Company has received, by the end of the third market session (10 June 2011) prior to the date of the first session of the meeting, the related notice from authorized intermediaries as provided by prevailing regulations and laws. The right to participate in the meeting and to vote shall endure even if the notice is received by the Company after such deadline, provided that it is received prior to the start of the meeting deliberations. Any persons having the ownership of the shares after the record date shall not be entitled to participate in the meeting or to vote their shares. Any person entitled to participate may have himself represented at the shareholders' meeting in accordance with the law by means of a written proxy, with the option of using the proxy form for this purpose that is available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”). The proxy may be served to the Company, including via electronic mail sent to a2a@pec.a2a.eu, indicating the subject as “Proxy for A2A S.p.A. shareholders' meeting for 15-16 June 2011”. The notice of the proxy in advance does not exempt the person holding the proxy, at the time of accreditation for access to the deliberations of the meeting, from the obligation of certifying (i) the conformity of the copy sent and the original and (ii) the identity of the proxy issuer.

For the shareholders' meeting referenced in this notice, the proxy may be conferred, without any expense to the conferring shareholder, with voting instructions on all or some of the proposals on the meeting agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, with registered office at Viale Jenner 51, 20159 Milan, as the designated representative pursuant to Article 135-undecies of Legislative Decree 58/1998, on the condition that the original proxy is received by the same no later than the end of the second market session preceding the date for the first session the shareholders' meeting (namely, by 13 June 2011). Any proxy given to Istifid S.p.A. Società Fiduciaria e di Revisione shall not have any effect for any proposals for which voting instructions have not been conferred. The proxy and voting instructions are revocable through the end of 13 June 2011. The proxy form and the related instructions are available on the Company's Internet site (www.a2a.eu under the section entitled “Governance” – “Shareholders' meetings”).

Procedures for voting by correspondence or with electronic means are not contemplated.

Pursuant to Articles 5 and 6 of the prevailing corporate by-laws, the share capital is equal to €1,629,110,744.04, and is represented by 3,132,905,277 ordinary shares with par value of €0.52 each. The shares may not be split and each share confers the right to one vote, with the exception of the 26,917,609 shares held by the Company as of the date of this notice of the shareholders' meeting, with the right to vote in relation thereto having been suspended in accordance with the law.

The shareholders may submit questions about the matters on the meeting agenda, including before the meeting; if submitted before the meeting, they are to be sent to the Corporate Secretary by fax to +39 02 77203924, indicating in the heading, "Questions for the A2A S.p.A. Shareholders' Meeting for 15-16 June 2011”. The persons who certify ownership of the shares as of the record date of 6 June 2011 by producing, including subsequent to submission of the question, the notice released by an authorized intermediary for participation in the shareholders' meeting shall be entitled to a response. The questions and the related certification must be received by the end of the third market business day prior to the date set for the first session of the meeting, and therefore, by Friday, 10 June 2011. The response to questions received prior to the shareholders' meeting by persons entitled to participate in the meeting and pertinent to the matters on the meeting agenda will be answered at the very latest during the shareholders' meeting. The Company may supply a single response to questions having the same content.

In accordance with Article 126-bis of Legislative Decree 58/1998, the shareholders who represent, including jointly, at least one fortieth of the share capital, may request, within 10 days from the date of the publication of this notice and therefore, by 23 May 2011, the supplementation of the list of matters to be discussed, indicating in a special written request the additional points proposed. The requests must be presented by registered, return-receipt letter sent to “A2A S.p.A., Corporate Secretary, Corso di Porta Vittoria 4, 20122 Milan ITALY” and simultaneously sent in advance by fax to +39 02 77203924, with suitable certification attesting to the ownership of the aforementioned percentage of interest as released by the intermediaries who hold the accounts against which the shares of the requesting shareholders are registered. On or before the deadline indicated above, the proposing shareholders must present a report on the matters that they are proposing for discussion, and use the same means outlined above for submitting it. The supplementation of the meeting agenda is not admitted for any matters for which the shareholders must, according to the law, deliberate upon the proposal of the Management Board or the Supervisory Board, or on the basis of a project or report prepared by either or both boards, other than the reports referenced in Article 125-ter, Paragraph 1 of Legislative Decree 58/1998. Notice of any supplementation of the list of matters that the shareholders will be called upon to discuss as a result of the aforementioned requests shall be given in the same format as provided for the publication of the notice of the shareholders' meeting, at least 15 days prior to the date set for the first session of the shareholders' meeting.At the time of the publication of the notice of the supplementation, the report prepared by the requesting shareholders, accompanied by any considerations of the governing bodies, shall be made available to the public, in the same format as provided for the documentation related to the shareholders' meeting.

The documentation related to the shareholders' meeting as provided by prevailing laws and regulations, including the text of the rules for the shareholders' meetings, is available to the public at the Company's registered office, at Borsa Italiana S.p.A. and on the Internet site www.a2a.eu (under the section entitled "Governance - Shareholders' meetings").

For the Management Board
Giuliano Zuccoli 
Chairman

 

The documentation related to the shareholders' meeting

Convocation of ordinary meeting

The shareholders are hereby convoked for the ordinary meeting, which will be held at Fiera di Brescia, via Caprera n. 5, Brescia, on 31 May 2010, at 11,00 am, for the first convocation and, if necessary, for the second convocation on 1 June 2010, at the same time and place, to discuss and resolve the following
 

AGENDA

Proposal for the allocation of net income for financial year ended as at 31st December 2009 and for dividend distribution.
Shareholders which have deposited at the Company their communication from the broker foreseen by current regulations, at least two days prior to the date set for the meeting in question, shall have the right to attend the shareholders’ meeting. Each shareholder entitled to attend the shareholders’ meeting shall be entitled to be represented, pursuant to law, by written proxy, to be injected by using the appropriate form available from intermediaries enabled. Pursuant to articles 5 and 6 of the by-laws, the share capital amounts to Euro 1,629,110,744.04 represented by no. 3,132,905,277 ordinary shares, with a par value of Euro 0.52 each. The shares are indivisible and each share carries on vote, except no. 26,917,609 shares held by the Company on the date of this notice of convocation for which, by law, the right to vote is suspended. The documentation relating to the Meeting will be available to shareholders and members of the public, within the term by laws, at the Company’s Registered office, Borsa Italiana S.p.A. and on the web site www.a2a.eu.
 

For the Management Board
The Chairman
Giuliano Zuccoli

 

The documentation related to the shareholders' meeting

Convocation of ordinary meeting - May 2009


The shareholders are hereby convoked for the ordinary meeting, which will be held at “Sala conferenze P.G. Beretta dell’Associazione Industriale Bresciana”, via Cefalonia n. 60, Brescia, on 29 May 2009, at 11,00 am, for the first convocation and, if necessary, for the second convocation on 3 June, at the same time and place, to discuss and resolve the following


AGENDA

Proposal for the allocation of net income for financial year ended as at 31st December 2008 and for dividend distribution;
Repeal, at the request of shareholders Municipality of Brescia and Municipality of Milan pursuant to article 2367 c.c., of the following components of the Supervisory Board: Renzo Capra, Claudio Buizza, Antonio Capezzuto, Pierfrancesco Cuter, Angelo Rampinelli Rota and Giovanni Rizzardi; take note of the cessation from office of the Supervisory Board, pursuant to article 21.4 of the by-laws; appointment of Supervisory directors pursuant to article 19 of the by-laws. Fixing the remuneration of directors; related and consequent resolutions.


Shareholders which have deposited at the Company their communication from the broker foreseen by current regulations, at least two days prior to the date set for the meeting in question, shall have the right to attend the shareholders’ meeting. Each shareholder entitled to attend the shareholders’ meeting shall be entitled to be represented, pursuant to law, by written proxy, to be injected by using the appropriate form available from intermediaries enabled. Pursuant to articles 5 and 6 of the by-laws, the share capital amounts to Euro 1,629,110,744.04 represented by no. 3,132,905,277 ordinary shares, with a par value of Euro 0.52 each. The shares are indivisible and each share carries on vote.


The documentation relating to the Meeting will be available to shareholders and members of the public, within the term by laws, at the Company’s Registered office, Borsa Italiana S.p.A. and on the web site www.a2a.eu.

For the appointment of the Supervisory Board, inter alia, note that, pursuant to article 16, paragraph 4, of the by-laws, at least two members of the Supervisory Board must be chosen from persons registered in the Registro dei Revisori Contabili. Furthermore, pursuant to article 20 of the by-laws, only shareholders that, either alone or with others, hold a total number of shares representing at least 1% of the share capital with the right to vote at the ordinary shareholders’ meetings are entitled to submit lists. Lists must show the names of at least two candidates for positions on the Supervisory Board, numbered progressively. Individual shareholders, shareholders who are party to a shareholders’ agreement falling within the scope of Article 122 of Legislative Decree No. 58/1998, the parent company, subsidiaries and companies under joint control pursuant to Article 93 of Legislative Decree No. 58/1998, may not submit more than one list or take part in its presentation, even through a third party or a trust company, nor may they vote for different lists; no candidate may stand in more than one list under penalty of ineligibility.

The lists presented must be filed with the Company’s registered office – in Brescia, via Lamarmora 230, at least 20 days before the day set for the shareholders’ meeting on first call and therefore within hours 16.30 pm of the 9 May 2009, will be made public by the Company through advertisements in three nationally distributed daily newspapers, two of which must be economic, at least ten days prior to the general meeting, as well as through the publication on the website www. a2a.eu.

The lists must be accompanied by:
a) information regarding the shareholders who have submitted them, specifying the total stake they hold and a certificate showing title to this stake;
b) a declaration by shareholders other than the Municipality of Brescia, the Municipality of Milan and those who hold, even jointly, a controlling interest or a relative majority stake to the effect that there are no relations as envisaged in current laws and regulations, with the latter persons;
c) full information regarding the personal characteristics of the candidates, as well as a declaration issued by the said candidates to the effect that they meet statutory requirements and that they accept the candidature.


Lists that do not comply with the above provisions will be considered as not having been submitted.
Members of the Supervisory Board must meet the requirements of honesty and professionalism, as well as the requirements of independence and those relating to limitations on the accumulation of offices laid down in the regulations in force at the time. Toghether with lists will be deposited lists of positions of administration and control at other companies covered by each candidate.

 

For the Management Board
The Chairman
Giuliano Zuccoli

* * *

It was announced that starting from today’s date the financial statement and the consolidated financial statement for 2008 of A2A S.p.A. - approved by the Supervisory Board on 27 April 2009 - are available to members of the public at the Company’s Registered office, Borsa Italiana S.p.A. and on the website www.a2a.eu.
The minutes of the Supervisory Board will be available in the same way in terms required by law.

 

The documentation related to the shareholders' meeting