Shareholders' meetings 28 april 2026

The Ordinary Shareholders' Meeting of A2A S.p.A. is convened at the Museo Diocesano di Brescia in Brescia, via Gasparo da Salò 13, on April 28, 2026, at 10:00 a.m., in first call, and, if necessary, in second call on April 29, 2026, at the same time and place, to discuss and resolve on the following

Agenda

1. Approval of the financial statements for the year ended December 31, 2025; Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Submission of the Consolidated Financial Statements at December 31, 2025 and the Consolidated Sustainability Report.
2. Allocation of the 2025 profit and distribution of the dividend.
3. Approval of the Long-Term Incentive Plan 2026-2028.
4. Authorisation to purchase and dispose of treasury shares, subject to revocation, insofar as not used, of the previous authorisation resolved by the Shareholders’ Meeting of April 29, 2025.
5. Resolutions regarding Section I (Remuneration Policy) of the Report on the Remuneration Policy and Fees paid pursuant to art. 123-ter of Legislative Decree no. 58 (February 24, 1998), as subsequently amended and supplemented.
6. Resolutions on Section II (Remuneration paid to members of management and control bodies, general managers and other executives with strategic responsibilities) of the Report on Remuneration Policy and Fees paid pursuant to Article123-ter of Legislative Decree No. 58 of February 24, 1998, as amended and supplemented.
7. Election of the members of the Board of Directors and its Chairman and Vice President.
8. Setting compensation levels for members of the Board of Directors.
9. Election of the Board of Statutory Auditors and their Chairman.
10. Setting compensation levels for non-substitute members of the Board of Statutory Auditors.
     

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

Persons eligible to participate in the Shareholders' Meeting are those who hold voting rights at the end of the accounting day of April 17, 2026 (Record date) and for whom the Company has received, by the end of the third market trading day (April 23, 2026) prior to the date set for the Shareholders' Meeting on first call, the relevant communication from the authorised intermediaries required by current regulations. The right to attend and vote shall remain unaffected if the notice is received by the Company after the aforementioned deadline, provided that it is received before the start of the meeting proceedings. Those who confirm ownership of the shares after such Record date shall not have the right to take part in the Meeting and vote. People entitled to intervene may be represented in the Shareholders’ Meeting by means of a written proxy, as permitted by law, with the option to use the proxy form available at the Registered Office and on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section). The proxy may be served either in hard-copy or in electronic format to Company at the following address a2a@pec.a2a.eu, with the subject line: “A2A S.p.A. Shareholders’ Meeting Proxy for April 28-29, 2026”. Any prior notification shall not exempt the delegated party during accreditation for access to the Shareholders’ Meeting work, from the obligation of certifying conformity with the original of the copy served, and the identity of the delegating party.
Voting by correspondence or electronic means is not provided for.
It is also noted that the Shareholders’ Meeting approved the adoption of a Shareholders’ Meeting regulation governing the correct and orderly conduct of the Shareholders’ Meeting, including, inter alia, rules regarding the intervention, participation and assistance in the Shareholders’ Meeting and verification of the legitimacy to intervene and to the presence in the Meeting. The aforementioned Shareholders’ Meeting regulations can be found on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section).
 

Company’s Appointed Representative

The proxy may be executed, without any charges to the principal, and including voting instructions, on all or some of the motions on the agenda, to Computershare S.p.A., with registered office in Milan, at Via Lorenzo Mascheroni n. 19, postal code 20145, tasked by Company with such duties pursuant to Article 135-undecies, of Legislative Decree no. 58/1998. For this purpose, the designated proxy form, prepared by the Designated Representative, in agreement with the Company, and available on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section) must be used. The proxy to the Designated Representative, with the voting instructions, must be received, in the manner indicated on the proxy form itself, by the end of the second trading day before the date set for the Shareholders' Meeting also on second call (i.e. by April 24, 2026 or April 27, 2026, respectively). The proxy, thus conferred, shall be valid only for the proposals in relation to which voting instructions were conferred. The proxy and voting instructions may be cancelled within the term mentioned above. The proxy form, with instructions for completing and submitting it, is available at the Registered Office and on the Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section). Any prior notification shall not exempt the delegated party during accreditation for access to the Shareholders’ Meeting work, from the obligation of certifying conformity with the original of the copy notified and the identity of the delegating party.
The designated representative is available for any clarification regarding the conferment of the proxy by e-mail at offices@computershare.it or by telephone at +39 02 46776814.
 

Share capital

Pursuant to Article 5 of the current Bylaws, the share capital is 1,629,110,744.04 euro represented by 3,132,905,277 ordinary shares with a nominal value of 0.52 euro each. Pursuant to article 6 of the current Articles of Association, the shares are indivisible and each share entitles to one vote, with the exception of treasury shares held by the Company (8,118,233 at the date of this notice), for which, pursuant to the law, the voting right is suspended and without prejudice to the provisions of article 9 of the current Articles of Association regarding shareholding limits and shareholders’ agreements.

Right to ask questions on agenda items

Pursuant to article 127-ter of Legislative Decree February 24, 1998, no. 58, as subsequently amended and integrated, those entitled to vote may ask questions on agenda items whether at or before the Shareholders’ Meeting by sending them – by the end of the seventh day prior to the date set for the Shareholders’ Meeting on first call and therefore by April 17, 2026 – to the Company Secretariat by fax to the number +39 02 77208142 or the e-mail assemblea2026@pec.a2a.it, indicating in the subject “Questions for the A2A S.p.A. Shareholders’ Meeting of April 28-29, 2026”. The entitlement to exercise this right shall be certified by sending a copy of the notice issued by the intermediaries holding the accounts on which the applicant's shares are registered to the fax or e-mail address mentioned above. Forwarding may also take place after the submission of the questions as long as it is within the time limit referred to in Article 127-ter, paragraph 1-bis of Legislative Decree 58 of February 24, 1998, as subsequently amended and supplemented (the third day thereafter, i.e. April 20, 2026). 
Responses to questions received prior to the Shareholders' Meeting from eligible persons that are relevant to the items on the agenda will be provided by the Company no later than April 23, 2026, through publication on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section), and the Company may provide a single answer to questions with the same content.
 

Additions to the agenda and presentation of new resolution proposals

Pursuant to article 126-bis of legislative decree 58 of February 24, 1998, as subsequently amended and integrated, Shareholders who,‭ even jointly,‭ represent at least one fortieth of the share capital,‭ may request in writing,‭ within ten days from the date of publication of this notice and therefore by March 29, 2026,‭ to integrate the items for discussion,‭ indicating in specific written request the additional items they propose for discussion or to submit resolution proposals on items already on the agenda. Applications must be submitted by registered letter with return receipt sent to the address “A2A S.p.A. Company Secretariat Corso di Porta Vittoria 4 20122 Milan - Italy” and at the same time sent in advance by fax to +39 02 77208142 or to the e-mail address assemblea2026@pec.a2a.it, together with the appropriate communication certifying the entitlement to exercise this right issued by the intermediaries holding the accounts on which the shares of the requesting Shareholders are registered. By the above term, proposing Shareholders shall present, in the same manner, a report outlining the reasons for the resolution proposals on new matters they propose to be discussed, that is the justification related to the additional resolution proposals submitted on matters already on the agenda. The integration of the agenda is not allowed for matters on which the Meeting resolves, by law, at the proposal of the Directors or on the basis of a project or a report prepared by them, other than those referred to in article 125-ter, paragraph 1, of legislative decree February 24, 1998, no. 58, as subsequently amended and integrated. Any additions to the list of matters that the Shareholders’ Meeting will have to cover as a result of the aforementioned requests or the presentation of further resolution proposals on matters already on the agenda shall be reported in the same forms prescribed for the publication of the notice of call, at least fifteen days before the date set for the Shareholders’ Meeting on first call (i.e. by April 13, 2026). Simultaneously with the publication of this information, the reports prepared by those requesting the integration or the additional resolution proposals presented will be made available to the public, in the same manner as for the documentation relating to the Shareholders’ Meeting, accompanied by any evaluations of the Board of Directors.‬‬‬‬‬‬

Election of the members of the Board of Directors and its Chairman and Vice President.

Pursuant to the provisions of Legislative Decree no. 58 (February 24, 1998, as subsequently amended), and by Company's current Bylaws, the members of the Board of Directors will be elected by candidate slate. While not necessarily required, in compliance with the recommendations of the Corporate Governance Code and in line with industry best practice, the expiring Board of Directors expressed - having heard the Compensation and Appointments Committee and taking into account the outcomes of the self-assessment (board review) referring to the 2025 financial year - a guidance opinion to the Shareholders on the size and composition of the Board of Directors for the three-year period 2026 - 2028. Said opinion is available on Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders' Meetings”) section.
The incoming Board of Directors shall be made up of twelve (12) members, who shall serve for three financial years. Their terms shall expire at the shareholders meeting convened to approve the financial statements relating to the last financial year of their term. The members of the Board of Directors must meet the character and professionalism requirements contemplated by applicable statute or regulation.
The Board of Directors shall be elected from candidate slates in which candidates are sequentially numbered, and moreover in which at least two candidates appear. Each list shall include enough candidates of the under-represented gender to ensure gender balancing at or above statutory / regulatory levels (i.e. at least 2/5 of all candidates presented, with any non-whole number rounded up). Lists which feature a candidate slate of fewer than three candidates are exempt from this requirement. Lists must include at least two candidates who meet the independence requirements set for Statutory Auditors under art. 148, paragraph 3, of Legislative Decree no. 58 (of February 24, 1998, as subsequently amended and supplemented) and those contemplated under the Corporate Governance Code.
Pursuant to the recommendations of the Corporate Governance Code, the Board of Directors has also expressed its orientation on the maximum number of positions as director or auditor in other companies listed on regulated markets, including foreign markets, or in companies issuing financial instruments that are widely distributed among the public on the basis of the criteria established by Consob pursuant to Article 116 of Legislative Decree No. 58 of February 24, 1998, as amended and supplemented, (hereinafter, also the "Significant Companies") that can be considered compatible with effective performance of the office of executive or non-executive director of the Company. In particular: (i) executive directors may only serve as non-executive directors and Statutory auditors and in a number not exceeding two; (ii) non-executive directors may serve as directors and Statutory auditors in a number not exceeding four, of which not more than one shall be an executive director. The limits indicated refer solely to positions in the Significant Companies, with the exception of A2A S.p.A. and those belonging to the same Group.
Only those Shareholders who, either alone or with others, hold at least a 1% stake in share capital with rights to vote in the ordinary shareholders meeting shall have the right to submit a list. Any shareholder, shareholders who have entered into a shareholders agreement deemed material under art. 122 of Legislative Decree no. 58 (of February 24, 1998, as subsequently amended and supplemented), parent company, subsidiaries, and those subject to common control as defined under art. 93 of Legislative Decree no. 58 (of February 24, 1998), and other parties formally affiliated as defined under any applicable law or regulation, may not submit, whether individually or jointly, whether directly or through a strawman or trust company, more than one list, nor may they vote on different lists; any candidate may only appear on one list or be disqualified. 
Lists must be submitted by the twenty-fifth day prior to the first call date set for the shareholders meeting, and therefore no later than April 3, 2026, using one of the following methods: (i) filing at the registered office of the Company, in Brescia, via Lamarmora 230 during normal office hours (from Monday to Friday from 9 am to 5 pm) or (ii) sent by fax to +39 02 77208142, in this case indicating in the message accompanying the identity of the person filing as well as the telephone number and fax number of the sender or (iii) sending to the e-mail address assemblea2026@pec.a2a.it, in this case, indicating in the accompanying message the identity of the filing party as well as the sender's telephone number and e-mail address.  Lists will be posted to a public notice board at the registered office, on the website of the Company (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders' Meetings” section) and with the other methods envisaged by Consob by the twenty-first day prior to the date of the meeting, i.e. by April 7, 2026. If, as of the date of filing date for the lists only one has been filed, or only lists by affiliated shareholders have been submitted, other lists may be submitted, with the methods indicated above, until the third day following such date, that is, by April 6, 2026, and the minimum threshold for list submission shall be reduced by half, i.e. 0.5% of share capital with voting rights in the ordinary shareholders meeting. 
The lists must include: 
(i) information relating to the identity of shareholders submitting the lists, with a notation of the stake held in the company, without prejudice to the requirement that notice of such ownership may be submitted after the list is filed, provided it is filed by the deadline for the candidate slates to be made public by Company, that is, April 7, 2026; 
(ii) a statement by shareholders other than the Municipalities of Brescia and Milan and who, whether individually or jointly, hold a controlling interest or relative majority stake in Company, certifying the absence of any affiliation as required under applicable law or regulation with such entities, and further in compliance with the recommendations made in Consob Communication no. DEM/9017893 of February 26, 2009; 
(iii) a thorough description of the personal and professional characteristics of the candidates, as well as affidavits through which the individual candidates that they meet all character, professionalism, and independence criteria as set by law, and that they agree to accept the position if elected. 
Any list failing to abide by the foregoing rules shall be deemed void.  
 

Election of the Board of Statutory Auditors and their Chairman

The incoming Board of Auditors shall be made up of three auditors and two alternate members, who shall serve for three financial years. Their terms shall expire at the shareholders meeting convened to approve the financial statements relating to the last financial year of their term. Statutory Auditors must meet the requirements of integrity, professionalism, and independence as required by applicable law. In order to vet whether the members of the Board of Statutory Auditors meet the professional expertise required of the Board, “subject matter and areas of operations strictly relating to Company business” shall mean subject matter and area of operations relating to, or intrinsic to, Company business and pursuant to Article 4 of the current Company Bylaws. With respect to the make-up of the Board of Statutory Auditors, disqualification criteria, and limits on sitting on multiple boards (whether as a director or internal auditor) as set by statute and regulation shall apply to the Board of Statutory Auditors. A Statutory Auditor for the Company, furthermore, may not sit on a board of statutory auditors for any Company subsidiary. If they do, the Statutory Auditor’s term with Company shall lapse. It should also be noted that the outgoing Board of Statutory Auditors has expressed its guidance opinion regarding the composition and remuneration of the new Board of Statutory Auditors. Said document is available on Company’s website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders' Meetings” section).
Statutory Auditors shall be elected based on slates of candidates submitted by the Shareholders. These lists contain a slate of at least two candidates, who are then elected in sequential order. Each candidate may only appear on a list, lest they be disqualified. Each list shall include enough candidates of the under-represented gender to ensure gender balancing at or above statutory / regulatory levels (i.e. at least 2/5 of all candidates presented, with any non-whole number rounded down). Lists which feature a candidate slate of fewer than three candidates are exempt from this requirement.
Only those Shareholders who, either alone or with others, hold at least a 1% stake in share capital with rights to vote in the ordinary shareholders meeting shall have the right to submit a list. Each Shareholder may only submit, or join in submitting, one list. Votes of any Shareholder breaching this rule shall be voided on any list. 
Lists must be submitted by the twenty-fifth day prior to the first call date set for the shareholders meeting, and therefore no later than April 3, 2026, using one of the following methods: (i) filing at the registered office of the Company, in Brescia, via Lamarmora 230 during normal office hours (from Monday to Friday from 9 am to 5 pm) or (ii) sent by fax to +39 02 77208142, in this case indicating in the message accompanying the identity of the person filing as well as the telephone number and fax number of the sender or (iii) sending to the e-mail address assemblea2026@pec.a2a.it, in this case, indicating in the accompanying message the identity of the filing party as well as the sender's telephone number and e-mail address.  Lists will be posted to a public notice board at the registered office, on the website of the Company (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders' Meetings” section) and with the other methods envisaged by Consob by the twenty-first day prior to the date of the meeting, i.e. by April 7, 2026. If, as of the date of filing date for the lists only one has been filed, or only lists by affiliated shareholders have been submitted, other lists may be submitted, with the same methods indicated above, until the third day following such date, that is, until April 6, 2026, and the minimum threshold for list submission shall be reduced by half, i.e. 0.5% of share capital with voting rights in the ordinary shareholders meeting. 
The lists must include: 
(i) information relating to the identity of shareholders submitting the lists, with a notation of the stake held in the company, without prejudice to the requirement that notice of such ownership may be submitted after the list is filed, provided it is filed by the deadline for the candidate slates to be made public by Company, that is, April 7, 2026; 
(ii) a statement by shareholders other than the Municipalities of Brescia and Milan and who, whether individually or jointly, hold a controlling interest or relative majority stake in Company, certifying the absence of any affiliation as required under applicable law or regulation with such entities, and further in compliance with the recommendations made in Consob Communication no. DEM/9017893 of February 26, 2009; 
(iii) a thorough description of the personal and professional characteristics of the candidates, as well as affidavits through which the individual candidates agree to accept the position if elected and state, under penalty of perjury, that they are not disqualified or ineligible as a matter of law, and that they meet all character, professionalism, and independence criteria as set by law for members of the Board of Statutory Auditors, and must provide a list of the directorships or auditorships they hold in other companies.
Candidate slates failing to abide by the foregoing rules, or which do not present proper gender balancing as required by Company’s current Bylaws, shall be deemed void.
Each person with the right to vote may only submit one list.
 

Documentation

The documents relating to the Shareholders' Meeting required by the regulations in force, together with the proposed resolutions on the items included in this agenda, are made available to the public, within the prescribed time limits, at the registered office, on the Company's website (www.gruppoa2a.it “Investors” – “Governance” – “Shareholders’ Meetings” section) and at the authorised storage mechanism “1Info” at www.1info.it. 
This notice is published by extract in the newspaper “Il Sole 24 Ore” today.

19 March 2026
For the Board of Directors
Chairman
Roberto Tasca