Acea — Governance Information 2023

Mar 9, 2023

Views of the Board of Directors of Acea to the Shareholders on the dimensions and composition of the New Board of Directors 8 March 2023

Introduc�on

In compliance with the recommenda�ons of the Corporate Governance Code, in light of the renewal of the corporate bodies, the Board of Directors of Acea, a�er hearing from the Appointments and Remunera�on Commitee and taking into account the posi�ve results of the self-assessment for financial year 2022, has prepared its views on the future size and composi�on of the administra�ve body to be submited to shareholders at the Shareholders' Mee�ng convened for 18 April 2023.

Business context

Today, Acea is one of the leading Italian mul�-u�lity companies. Listed on the stock exchange since 1999, it operates in the management and development of networks and services in the water, energy and environment sectors.

Ini�al considera�ons

The Board of Directors suggests, in the first instance, to take into due considera�on in line with the governance rules and the restric�ons of the Ar�cles of Associa�on adequate con�nuity in the composi�on of the various skills and/or of the Body itself so as to preserve the wealth of knowledge and know-how and con�nue the current phase of strengthening and developing Acea in a circular manner and suppor�ng its business structure.

Dimensions of the Board of Directors

The Board of Directors believes that, despite approving of the current number of nine Directors given that, in the current situa�on, it corresponds to the maximum number envisaged by the current Ar�cles of Associa�on, the efficiency of the board commitee proceedings in support of the administra�ve body could be improved by a more effec�ve distribu�on of tasks, where an increase in the number of directors is envisaged (especially regarding the independent component). Furthermore, an increase in the number of directors could facilitate beter opera�ons of the Related Party Transac�ons Commitee given the strict internal rules adopted by Acea on transac�ons with related par�es.

Composi�on of the Board of Directors

Considering the business situa�on outlined above, an op�mal composi�on of the Board of Directors requires profiles that can not only manage a company listed on the stock exchange, with a structured organisa�on and present in various business sectors (regulated and market), but also to guarantee the op�mal governance of processes during the technological and industrial transforma�on.

The composi�on of the Board must also take into account the current and prospec�ve requirements of Acea and the need to maintain a significant presence of independent Directors in accordance with gender diversity and guaranteeing a high level of professionalism and seniority.

The mix of exper�se on the Board should be well balanced and strengthened by knowledge of Acea's business, considering its complexity and the size of the Group.

Relevant characteris�cs of each Director:

The outgoing Board believes it is appropriate for the candidates proposed by the shareholders to:

• o be figures with a managerial and/or professional and/or academic background such as to realise a mix of skills and experience that are different but complementary to each other, in considera�on of the various sectors of business Acea operates in (regulated and market);
• o have experience of Board of Directors in companies, preferably listed on the stock exchange, of similar dimensions and/or complexity to Acea;
• o be in possession of skills enabling them to par�cipate effec�vely in the work of the Board of Directors and the various Commitees within the Board.

The Board should also be in possession, in overall terms, of a high level of orienta�on towards strategies and results in respect of the principles of proper corporate and business management, and also skills regarding the governance of risks, in a corporate and regulatory framework, the economic and financial context and the financial statements, the structure and development of corporate governance processes and systems in listed companies, the topics of sustainability and social responsibility.

Should there be a change to the composi�on, considera�on could be given to enrich the exis�ng mix of exper�se with profiles that could further contribute, among other things, with experience:

o in Acea's business sector;

• o in administra�ve bodies of listed companies of a similar size and/or complexity to Acea;
• o in an interna�onal context;
• o in strategy and ESG;
• o in cybersecurity/technology.

In addi�on to the relevant characteris�cs for all directors, it is considered appropriate for the Chair to have:

• o authority and standing when represen�ng all Shareholders independently;
• o experience in listed companies in an industrial context, so that from previous experience in leading Boards of Directors – it is possible to guarantee the proper func�oning of the administra�ve body, including in terms of ability to organise board proceedings, circulate informa�on, coordinate the various corporate bodies (Board of Statutory Auditors and Commitees) and coordinate these bodies with management;
• o specific knowledge of corporate governance issues.

In addi�on to the relevant characteris�cs for all directors, also considering the ongoing transforma�on of Acea, it is considered appropriate for the Chief Execu�ve Officer to have:

• o experience as the Chief Execu�ve Officer of a company of similar size and/or complexity to Acea, having achieved significant economic and financial results;
• o adequate economic and financial skills;
• o experience in the management of rela�ons with na�onal and interna�onal investors and high credibility and authority on the market;
• o specific know-how of the relevant business sectors of Acea;
• o integrity, consistency and independence of his/her system of values.

With regard to the rela�onship between the Chair and the Chief Execu�ve Officer, the need for the two figures to be construc�ve and complementary to each other to ensure the effec�ve func�oning of the Board and, more generally, the governance of the Company, should be taken into account.

Availability of �me

All candidate Directors, including non-execu�ve ones, when accep�ng their candidacy, should have assured the Shareholders recommending them the availability of �me required to fully and diligently perform the responsibili�es assigned to them. For the sake of informa�on, the following mee�ngs were held in 2022: 15 by the Board of Directors, 10 by the Control and Risk Commitee, 11 by the Related Party Transac�ons Commitee, 11 by the Appointments and Remunera�on Commitee, 8 by the Ethics and Sustainability Commitee and 8 by the Commitee for the Region.

Views of the Board of Directors on the maximum number of offices held by Directors

Upon the proposal of the Appointments Commitee, the Board of Directors approved the guidance on the maximum number of offices held by Directors.