FINCAL S.p.A. SHARE CAPITAL Euro 120, ROME Via Barberini 28

Transcription

1 FINCAL S.p.A. SHARE CAPITAL Euro 120, ROME Via Barberini 28 Rome, 1 April 2016 Legal and Corporate Affairs 01 April 2016 Reg /A Messrs ACEA S.p.A. Legal and Corporate Affairs Piazzale Ostiense, ROME Subject: ACEA S.p.A. ordinary shareholder's meeting of 28 April 2016 (notice of meeting of 19 March 2016): submission of list of candidates for the position of Auditor. With reference to the ACEA S.p.A. Shareholder's Meeting called for 28 April on first call and 5 May 2016 on second call, to pass resolutions, inter alia, as laid down in item 4.1 on the Agenda, concerning the appointment of the company's Board of s, the undersigned FINCAL S.p.A., as shareholder of 7.513% of the ACEA S.p.A. share capital, hereby submits the following list of candidates, to be voted on by the shareholders in the above mentioned meeting, in accordance with the procedure laid down in Articles 15 and 22 of the Company By-laws. 1. Enrico Laghi 2. Carlo Schiavone born in Rome on 23/2/1969 born in Fasano (BR) on 3/6/1960 Independent Independent For each candidate the following documentation is attached: 1) declaration of acceptance of the candidature, absence of causes of ineligibility, incompatibility, and suspension, possession of professional, honourable and independence requisites concerning limits on positions held concurrently; 2) curriculum vitae with list of positions held; 3) copy of Register of s certificate; 4) copy of identity document. The proof of shareholder status and the number of ACEA S.p.A. shares held by the undersigned are supported by appropriate certification issued by authorised intermediaries, of which a copy is attached. Attached is also the undersigned's statement, confirming the lack of any, even indirect, affiliation relationships under Article 144-quinquies (Affiliation relationships between shareholders of reference and minority shareholders) and sexies (Election of minority auditors with votes cast on the basis of a list) of the Issuers Regulations. Best regards FINCAL S.p.A. [Illegible signature] Phone 06/ Fax 06/ Repository of economic and administrative information Rome Business Register and Tax code VAT number

2 BANCA FINNAT CERTIFICATE OF PARTICIPATION IN THE CENTRALISED SHARE MANAGEMENT SYSTEM (Legislative Decree 58 of 24 February 1998 and Legislative Decree 213 of 24 June 1998) 1 SERIAL NUMBER 1 BANK BANCA FINNAT EURAMERICA S.p.A. 5 Messrs FINCAL SpA Via Barberini, ROME DATE OF ISSUE 2 Rome, 01/04/2016 ANNUAL REF. NO. 3 CLIENT CODE AT THE REQUEST OF 6 TAXPAYER S CODE: THIS CERTIFICATION ATTESTS THAT THE PARTY IDENTIFIED ABOVE OWNS THE FOLLOWING FINANCIAL INSTRUMENTS AS OF 01/04/ CODE DESCRIPTION OF FINANCIAL INSTRUMENT QUANTITY IT ACEA S.p.A. =16,000,000.= THE FOLLOWING NOTES APPLY TO THE ABOVE FINANCIAL INSTRUMENTS: THIS CERTIFICATE IS ISSUED TO EXERCISE THE FOLLOWING RIGHT: Submission of list for candidature and appointment to the ACEA SpA Board of Auditors for the shareholder's meeting called: 1 st call 28/4/ nd call 5/5/2016 AUTHORIZED INTERMEDIARY BANCA FINNAT EURAMERICA SpA [Illegible signature]

3 FINCAL S.p.A. SHARE CAPITAL Euro 120, ROME Via Barberini 28 Rome, 1 April 2016 Messrs ACEA S.p.A. Legal and Corporate Affairs Piazzale Ostiense, ROME In accordance with Article 144 sexies, paragraph 4 (b) of the CONSOB Issuers' Regulations 11971/99, the undersigned, FINCAL S.p.A., a shareholder of ACEA S.p.A., with reference to the list of candidates submitted for the appointment of the ACEA S.p.A. Board of s: DECLARES the absence of any affiliation relationships, as provided for in Article 144-quinquies of said CONSOB Regulations, with those shareholders of ACEA S.p.A. who also jointly own a controlling stake or relative majority stake in ACEA S.p.A. FINCAL S.p.A. [Illegible signature] Phone 06/ Fax 06/ Repository of economic and administrative information Rome Business Register and Tax code VAT number

4 Rome 31 March 2016 Messrs ACEA S.p.A. Legal and Corporate Affairs Piazzale Ostiense, ROME DECLARATION FOR CANDIDACY FOR THE POSITION OF AUDITOR Acceptance of the candidature, the absence of causes of ineligibility, incompatibility, and suspension, possession of professional, integrity and independence requisites, respect of limits concerning positions held concurrently and curriculum vitae; I, the undersigned Enrico Laghi, born in Rome on 23 February 1969, Taxpayer s code LGHNRC69B23H501Z, domiciled at WHEREAS (i) (ii) the ACEA S.p.A. Shareholder's Meeting is called for 28 April 2016 on first call and if necessary on 5 May 2016 on second call, to pass resolutions, inter alia, on the appointment of members of the Company Board of Auditors; his name, as a candidate for the position of Auditor, was included in the list submitted by FINCAL S.p.A. pursuant to art. 15 and 22 of the ACEA S.p.A. Company By-laws; DECLARE aware of my responsibility for misleading statements that I irrevocably accept this position of Auditor, if appointed; that I meet all the requirements set out by law and by the ACEA S.p.A. By-laws for accepting said position; that I am not subject to ineligibility and/or suspension and/or incompatibility under the applicable laws, Art of the Italian Civil Code, Art. 148 paragraph 3 of Legislative Decree No. 58/59 or other impediments to holding the position, as set forth in applicable laws; that I meet the independence requirements for accepting said position set forth in Art. 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998 and Art. 3 of the Corporate Governance Code of listed companies, applicable law and the Company By-laws;

5 that I meet the integrity and professional requirements for members of the Board of Auditors set forth by Regulation of the Ministry of Justice No. 162/2000, issued in accordance with Art. 148 paragraph 4 of Legislative Decree 58/98; that I respect the limits concerning management and supervisory positions held concurrently in accordance with Art. 148 paragraph 4 of Legislative Decree 58/98 and Art. 144 duodecies and following of the Issuers Regulations adopted by Consob Resolution No /1999 and Art. 22 of the By-laws; that I am not a candidate in any other list of candidates for the position of Auditor; that I will promptly inform you of any changes or additions to the data provided within this declaration. I have attached my curriculum vitae with the list of appointments to the management and supervisory positions held in other companies in compliance with the law and a copy of the Register of s certificate. Yours sincerely, Enrico Laghi (Illegible signature) Attachments: curriculum vitae with list of positions held copy of register of statutory auditors certificate copy of identity document I authorize the processing of my personal data, in accordance with the provisions of the applicable laws on personal data privacy.

6 ACADEMIC POSITIONS CURRICULUM VITAE OF PROF. ENRICO LAGHI 2002 today Professor of Corporate Economics at the Faculty of Economics of the La Sapienza University of Rome today Lecturer in Accounting Analysis (Higher Course) of the Italian Financial Police Tax Squad School Chairman of the Degree Committee on Corporate Economics at the Faculty of Economics of the Sapienza University of Rome Lecturer in Financial Analysis at the Luiss Guido Carli University of Rome Lecturer in General and Applied Accounting at the Luiss Guido Carli University of Rome. ADMINISTRATION OR CONTROL POSITIONS HELD IN CORPORATIONS AS AT 18/01/2016 FOR THE PURPOSE OF CONSOB REGISTRATION Administration: 1. Chairman of the Board of Beni Stabili S.p.A. * 2. Director of B4 Holding I S.p.A. 3. Director of B4 Investimenti S.p.A. 4. Chairman of the Board of MidCo S.r.l. 5. Director of C.A.I. S.p.A. 6. Director of the Burgo Group S.p.A. Control: 1. Chairman of the Board of s of Acea S.p.A. * 2. Chairman of the Board of s of Prelios S.p.A. * 3. of Unicredit S.p.A. * 4. Chairman of the Board of s of Huffington Post Italia S.r.l. *Company listed on the Milan stock exchange Rome, 31 March 2016 Enrico Laghi (Illegible signature)

7 Prof. Enrico Laghi Professor of Corporate Economics La Sapienza University of Rome. Messrs ACEA S.p.A. Piazzale Ostiense, 2 ROME To the company, as requested, I hereby send the list showing the number of positions held as a director or auditor in other companies listed on the regulated market, also abroad, in financial corporations, banks, insurance companies or companies of a significant size. Company Position held Not relevant Burgo Group S.p.A. Director X Prelios S.p.A. Acea S.p.A. Huffington Post Italia srl X Beni Stabili S.p.A. Chairman of the Board of Directors MidCo Srl Chairman of the Board of Directors X C.A.I. S.p.A. Director X B4 Holding I S.p.A. Director X B4 Investimenti S.p.A. Director X Unicredit S.p.A. Best regards, Rome 31 March 2016 Enrico Laghi (Illegible signature) Annex available in Italian. Click here

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9 Rome, 31 March 2016 Messrs ACEA S.p.A. Legal and Corporate Affairs Piazzale Ostiense, ROME DECLARATION FOR CANDIDACY FOR THE POSITION OF AUDITOR Acceptance of the candidature, the absence of causes of ineligibility, incompatibility, and suspension, possession of professional, integrity and independence requisites, respect for limits concerning positions held concurrently and curriculum vitae; I, the undersigned CARLO SCHIAVONE, born in Fasano (BR) on 3 June 1960, Taxpayer s code SCHCRL60H03D domiciled in WHEREAS (iii) the ACEA S.p.A. Shareholder's Meeting is called for 28 April 2016 on first call and if necessary on 5 May 2016 on second call, to pass resolutions, inter alia, on the appointment of members of the Company Board of Auditors; (iv) his name, as a candidate for the position of Auditor, was included in the list submitted by FINCAL S.p.A. pursuant to art. 15 and 22 of the ACEA S.p.A. Company By-laws; DECLARE aware of my responsibility for misleading statements that I irrevocably accept this position of Auditor, if appointed; that I meet all the requirements set out by law and by the ACEA S.p.A. By-laws for accepting said position; that I am not subject to ineligibility and/or suspension and/or incompatibility under the applicable laws, Art of the Italian Civil Code, Art. 148 paragraph 3 of Legislative Decree No. 58/59 or other impediments to holding the position, as set forth in applicable laws; that I meet the independence requirements for accepting said position set forth in Art. 148, paragraph 3 of Legislative Decree No. 58 of 24 February 1998 and Art. 3 of the Corporate Governance Code of listed companies, applicable law and the Company By-laws;

10 that I meet the integrity and professional requirements for members of the Board of Auditors set forth by Regulation of the Ministry of Justice No. 162/2000, issued in accordance with Art. 148 paragraph 4 of Legislative Decree 58/98; that I respect the limits concerning management and supervisory positions held concurrently in accordance with Art. 148 paragraph 4 of Legislative Decree 58/98 and Art. 144 duodecies and following of the Issuers regulations adopted by Consob Resolution No /1999 and Art. 22 of the By-laws; that I am not a candidate in any other list of candidates for the position of Auditor; that I will promptly inform you of any changes or additions to the data provided within this declaration. I have attached my curriculum vitae with the list of appointments to the management and supervisory positions held in other companies in compliance with the law and a copy of the Register of s certificate. Yours sincerely, Carlo Schiavone (Illegible signature) Attachments: curriculum vitae with list of positions held copy of register of statutory auditors certificate copy of identity document I authorize the processing of my personal data, in accordance with the provisions of the applicable laws on personal data privacy.

11 CARLO SCHIAVONE CHARTERED ACCOUNTANT CURRICULUM Born in Fasano (BR) on 3 June Graduated with honours in Economics and Commerce at the University of Rome on 11 July Registered with the Roll of Chartered Accountants of Rome on 20 June 1984 and the Register of s. Chartered accountant with consultancy in Rome since 1984 for top clientele. Auditor for listed companies such as Caltagirone SpA, Caltagirone Editore SpA and Cementir Holding SpA, and companies of national (Italian) banking groups such as Banca Antonveneta SpA and MPS Immobiliare SpA. Currently acting as auditor in various companies. He meets all legal requirements to hold the position of auditor in listed companies and does not currently hold similar positions in other listed companies. A list of the positions held is enclosed. Rome, 31 March 2016 Best regards, (Illegible signature)

12 CARLO SCHIAVONE CHARTERED ACCOUNTANT Company Position Albedo Srl Api Holding RE SpA Api Holding SpA Betontir Casa di Cura Paideia SpA Cementir Italia SpA CO.E.M. Costruzioni Ecologiche Moderne SpA Danesi Caffe SpA Echetlo Srl Hydrowatt SpA Immobiliare Kelly s.s. Director Irep SpA in liquidazione Italiana Costruzioni SpA Mila Peretti Sapa Milanosesto Holding SpA Milanosesto SpA Multiservice International SpA Nagest Global Service Srl Navarra Iniziative Immobiliare Srl Nuova Villa Reale Monza SpA Ribes SpA S.A.R.I. Societa Acquisto Ricostruzioni Immobile SpA Sole Director Sepro Servizi Professionali Srl Societa Immobiliare Tirrena per Azioni Sorgente RES SpA SIIQ Ubipi s.s. di Carlo Schiavoni Director-shareholder (Illegible signature) Annex available in Italian. Click here

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