Milan, 3 June 2025 – A2A S.p.A. (the “Company”) announces the start of an ordinary share buyback programme (the “Programme”), pursuant to the resolution of the Company’s ordinary shareholders’ meeting held on 29 April 2025 (the “Shareholder Resolution”).
The details of the buyback Programme are outlined hereunder, in accordance with Article 144-bis, third paragraph, of the CONSOB Resolution No. 11971/99 (“Issuer Regulations”).
Programme objectives
The Programme approved by the Board of Directors is aimed to achieve the purposes of the Shareholder Resolution which authorized – while ensuring equal treatment of shareholders and in compliance with the current legislation – the purchase of treasury shares for the following purposes: (i) to provide the Company with the necessary shares to implement the 2025-2027 employee share ownership plan, named “A2A Life Sharing” (the “Plan”); (ii) to pursue ordinary management objectives (including investment and liquidity management) and industrial projects aligned with the strategic guideline the Company intends to pursue, in relation to which opportunities for share exchanges may arise.
Term of the Programme
The authorization for the purchase and disposal of own shares may not extend beyond 18 months from the date of the Shareholder Resolution.
In absence of regulatory constraints, the authorization to dispose of the own shares that will be purchased for the purpose of serving the Plan does not provide for time limits.
Means for purchase
The purchase of the shares shall be carried out, in compliance with the provisions of Article 132 of Legislative Decree No. 58/1998 and subsequent modifications, Article 144- bis of the Issuer Regulations, and any other EU or national law or regulation applicable to the securities exchange on which the shares are traded - including the Borsa Italiana S.p.A. regulations and instructions -, in accordance with the operating procedures established by applicable laws and regulations and approved by the above-mentioned shareholders' meeting of the Company, and therefore, pursuant to Article 144-bis, paragraph 1, letter b) of the Issuer Regulations, on regulated markets in accordance with the operating procedures established by the regulations for the organization and management of the markets. Such operating procedures shall not allow the direct matching of trading proposals for purchase with predetermined trading proposal for sale, and purchases shall be made at a price no higher than five percent 5% and no lower than five percent 5% of the reference price recorded by the share in the trading session of the Euronext market proceeding each transaction. Said parameters are deemed
suitable for identifying the interval of values within which the purchase is in the interest of the Company.
The transactions to dispose the shares acquired on the basis of the shareholder authorization and in particular for the sale of such shares, may be carried out: (i) by means of cash transactions, and in this case the sales must be carried out on Euronext and/or multilateral trading systems, at a price not higher than 5% and not lower than 5% compared to the reference price recorded by the share in session of the Euronext market preceding each transaction; or, without any price limit, in the following cases: (ii) by means of exchange, swap, contribution or other act of disposition (including, without
limitation, allocations to employees, distributions of dividends in shares), as part of industrial projects, extraordinary finance transactions or liquidity management; (iii) to allow the use of treasury shares for swap or contribution transactions or also for the purpose of extraordinary capital transactions or financing transactions involving the allocation or disposition of treasury shares (e.g., financial instruments exchangeable into shares, convertible bonds, bonds or warrants); as well as (iv) to provide the Company with the necessary shares to implement the of the Plan.
Maximum number of shares and countervalue of the Programme
The maximum number of own shares that may be held pursuant to the above mentioned Shareholder Resolution is set at 313,290,527, which is equal to one-tenth of the shares forming the corporate capital. It is noted that A2A currently does not hold any of its own ordinary shares.
The maximum amount of shares that may be purchased pursuant to the Programme has been set at EUR 10 million.
In carrying out the share buyback transactions, the Company appointed a financial intermediary which will operate in full independence, according to predetermined criteria regarding the date and volume of purchases.
The Company shall communicate the details of the transactions effected to the market and to the appropriate regulatory authorities, in accordance with the terms and conditions contemplated by applicable laws and regulations.
The Programme may be partially executed and/or revoked at any time, subject to the public disclosures required therefor.
Contacts:
Giuseppe Mariano
Media Relations, Social Networking and Web Manager
Silvia Merlo - Silvia Onni
Press Office
ufficiostampa@a2a.it
Tel. [+39] 02 7720.4583
Marco Porro
Investor Relations Manager
ir@a2a.it Tel. [+39] 02 7720.3974
