Press Releases

Ordinary meeting of the A2A S.p.A. shareholders

Brescia, 28 April 2026 – Earlier today, the ordinary meeting of the A2A S.p.A. shareholders:

1) approved the Company’s financial statements for the year of 2025;
2) approved the Board of Directors’ proposal to distribute a dividend per ordinary share equal to € 0.104 to be paid from 20 May 2026 (ex-dividend No. 29 date: 18 May 2026) and record date of 19 May 2026;
3) approved the adoption of the 2026-2028 long-term incentive plan called “LTI 2026- 2028”, as described in detail in the relevant information document available on the Company's website (www.gruppoa2a.it section “Investors” – “Governance” – “Shareholders' Meetings” - Shareholders' Meeting of 28 April 2026”);
4) authorized - subject to the revocation of the resolution authorising the purchase and disposal of treasury shares adopted by the ordinary shareholders’ meeting on 29 April 2025, for any unused portion - the Administrative Body to carry out transactions for the purchase and disposal of treasury shares, according to the purposes, methods and terms indicated below:

  1. the maximum total number of treasury shares that may be purchased and held from time to time by A2A S.p.A. and its subsidiaries is set at 313,290,527, equal to one-tenth of the shares forming A2A’s corporate capital;
  2. transactions involving the purchase and disposal of treasury shares will be carried out in order to pursue, in the interest of your Company and in compliance with the principle of equal treatment of shareholders and applicable regulations in force, objectives related to current management (including investment and liquidity management) and industrial projects consistent with the strategy that the Company intends to follow, in relation to which opportunities for share exchanges may arise;
  3. the purchase of shares must be carried out in accordance with the provisions of Article 132 of Italian Financial Act, Article 144-bis of the Issuers’ Regulations and any other applicable EU and national regulations - including the Regulations and Instructions of Borsa Italiana S.p.A. - in accordance with the operating procedures established by current regulations and therefore, pursuant to Article 144-bis, paragraph 1, letter b) of the Issuers’ Regulations, on regulated markets in accordance with operating procedures established in the regulations for the organization and management of such markets. Said operating procedures shall not allow the direct matching of trading proposals for purchase with predetermined trading proposals for sale, and purchases must be made 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 individual transaction;
  4. the disposal acts may be carried out: (i) by means of cash transactions, and in this case the sales must be carried out on the Euronext market and/or on 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 the session of the Euronext market the preceding each individual transaction; or, without any price limit, in the following cases: (ii) by means of exchange, swap, contribution or other act of disposition (including, for example, allocations to employees, distributions of dividends in shares), as part of industrial projects, extraordinary finance transactions or liquidity management; (iii) in order 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) in order to provide the Company with the shares necessary to implement the 2025-2027 employee share ownership plan called “A2A Life Sharing” and the 2026-2028 long-term incentive plan called “LTI 2026-2028”. 

The Board of Directors with the broadest of powers for the execution, including through special attorneys and with express authority to sub-delegate, of the resolutions set out above.
This authorization for the purchase and/or the sale, transfer or assignment has a validity, until provided by different resolution, and in any event, for a period not to exceed 18 months from the date of the resolution, it being understood that the authorization to dispose of any treasury shares purchased for the purpose of serving the 2025-2027 employee share ownership plan called “A2A Life Sharing” and the 2026-2028 long-term incentive plan called “LTI 2026-2028” is granted without time limits;
5) approved the first section of the Report on the remuneration policy and remuneration paid – year 2026, with a binding vote;
6) approved the second section of the report on the remuneration policy and remuneration paid – year 2026, with an advisory, non-binding vote;
7) appointed for a three-year period, with the list-voting mechanism, the Board of Directors consisting of the following 12 directors: Roberto Tasca - Chairman; Flavio Pasotti - Vice Chairman; Renato Mazzoncini; Gaia Griccioli; Nicla Picchi; Mario Gualtiero Francesco Motta; Maurizio Tira; Elisabetta Pistis and Elisabetta Cristiana Bombana (taken from the list jointly filed by the majority shareholders, the Municipality of Brescia and the Municipality of Milan, owners in aggregate of an equity investment equal to approximately 50.000000112% of the share capital) Vincenzo Cariello, Karina Audrey Litvack and Susanna Dorigoni (taken from the list jointly filed by a group of minority shareholders consisting of a funds management company and institutional investors, owners in aggregate of an equity investment equal to approximately 1.4745% of the share capital).
Gaia Griccioli, Nicla Picchi, Mario Gualtiero Francesco Motta, Maurizio Tira, Elisabetta Pistis, Elisabetta Cristiana Bombana, Vincenzo Cariello, Karina Audrey Litvack and Susanna Dorigoni have stated that they meet the requisites for independence provided by Article 148, Paragraph 3 of Legislative Decree No. 58/98 and Corporate Governance Code. Flavio Pasotti has stated that he meets the requisites for independence provided by Article 148, Paragraph 3 of Legislative Decree No. 58/98;
8) determined the compensation for each Director in the amount of 80,000 euro gross per year;
9) appointed for a three-year period, with the list-voting mechanism, the Board of Statutory Auditors consisting of the following three acting auditors and two substitute auditors: Simonetta Ciocchi - Acting Auditor; Sergio Carteny - Acting Auditor and Elisabetta Migliorati - Substitute Auditor (taken from the list jointly filed by the majority shareholders, the Municipality of Brescia and the Municipality of Milan, owners in aggregate of an equity investment equal to approximately 50.000000112% of the share capital); Silvia Muzi - Chairman and Vieri Chimenti - Substitute Auditor (taken from the list jointly filed by a group of minority shareholders consisting of a funds management company and institutional investors, owners in aggregate of an equity investment equal to approximately 1.4745% of the share capital);
10) determined the compensation for the Chairman of the Board of Statutory Auditors and for each Acting Auditor in the respective amounts of 130,000 euro gross per year and 80,000 euro gross per year.

The curricula vitae of the Directors and Acting Statutory Auditors may be consulted at the Company’s web site: www.gruppoa2a.it.

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