Brescia, 29 April 2025 – Earlier today, the ordinary meeting of the A2A S.p.A. shareholders:
- approved the Company’s financial statements for the year of 2024;
- approved the Board of Directors’ proposal to distribute a dividend per ordinary share equal to € 0.10 to be paid from 21 May 2025 (ex-dividend No. 28 date: 19 May 2025) and record date of 20 May 2025;
- approved the adoption of the 2025 - 2027 Employee Share Ownership Plan called “A2A Life Sharing”, 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 29 April 2025");
- approved the first section of the Report on the remuneration policy and remuneration paid – year 2025, with a binding vote;
- approved the second section of the report on the remuneration policy and remuneration paid – year 2025, with an advisory, non-binding vote;
- authorized - subject to the revocation of the resolution adopted by the ordinary shareholders' meeting on 24 April 2024 for the purchase and disposal of treasury shares - the Administrative Body to carry out transactions for the purchase and disposal of treasury shares, according to the purposes, methods and terms indicated below:
- 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;
- 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;
- the purchase of shares must be carried out, in accordance with the provisions of Article 132 of the Consolidated Law on Finance, 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;
- 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 named “A2A Life Sharing”.
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” is grant without time limits.
Contacts:
Giuseppe Mariano
Head of Media Relations, Social Networking and Web
Silvia Merlo - Silvia Onni
Press Office
ufficiostampa@a2a.it, Tel. [+39] 02 7720.4583
Marco Porro
Head of Investor Relations
ir@a2a.it Tel. [+39] 02 7720.3974
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