Acea — Regulatory Filings 2022

Mar 30, 2022

PRESS RELEASE

PARTNERSHIP BETWEEN ACEA AND SUEZ: SIGNED THE DEFINITIVE AGREEMENTS FOR THE ENGENEERING AND COMMERCIALIZATION OF WATER SERVICE DIGITAL METERING SYSTEMS

ACEA and Suez1 sign the definitive agreements concerning a commercial partnership, already announced to the market, for the engineering of a water service advanced smart metering system (so-called smart meter) and its subsequent manufacturing and commercialization in Italy and abroad.

Rome, 30 March 2022 – Further to the press release of 6 December 2021, it is hereby announced that, on 29 March 2022, ACEA S.p.A. ("ACEA") and Suez have signed the definitive agreements for the implementation of a corporate joint venture for the engineering of a water service advanced smart metering system (the so-called smart meter) and its subsequent manufacturing and commercialization in Italy and abroad, on the basis of a specific commercial partnership (the "Project").

The obligation of the parties to implement the Project is subject to the satisfaction of the condition precedent concerning the issuance by the competent Antitrust Authority (i.e., DG COMP of the European Commission) of the decision authorizing the transaction, without the provision of commitments and/or conditions, within 31 December 2022 or a different term agreed in written between the parties.

It should be noted that - in accordance with the Procedure for Transactions with Related Parties adopted by ACEA (the "RPT Procedure") - the Project qualifies as a "transaction with related parties", considering the involvement in the Project of Suez, which holds 23.33% of ACEA's share capital. Furthermore, based on its nature, considered strategic by the parties, the Project has been qualified by ACEA as a major transaction with related party pursuant to Annex 1, paragraph 6, to the RPT Procedure. Considering the above, ACEA's Related Party Transactions Committee has been involved promptly and constantly in the negotiations and the preliminary phase from the earliest stages of the Project, through the receipt of a complete and updated flow of information, and - prior to the approval of the signing of the definitive agreements by ACEA's Board of Directors, which took place on 29 March 2022 - expressed a favorable reasoned opinion on ACEA's interest in carrying out the transaction and on the substantial fairness of the related terms and conditions.

The information document - drawn up pursuant to and for the purposes of Article 5 and Annex 4 of Consob Regulation no. 17221 of 12 March 2010, as well as Article 7.1 of the RPT Procedure - containing, inter alia, detailed information concerning the Project and the relevant definitive agreements, will be made available to the public at ACEA's registered office in Rome, Piazzale Ostiense, no. 2, on ACEA's website (www.gruppo.acea.it), as well as on the authorized storage mechanism , at , within the terms provided for by the regulations in force.

The legal aspects of the transaction have been handled by Chiomenti for ACEA and Gianni & Origoni for Suez.

ACEA Group Contacts Investor Relations Tel.: +39 0657991 E-mail: investor.relations@aceaspa.it Press Office

Suez Contacts Press Office Sabine Rous / Elodie Vandevoorde E-mail: elodie.vandevoorde@suez.com Tel.: +33 (0)6 78 36 19 52

¹ SUEZ SA is the holding company of the new SUEZ Group.

Tel.: +39 0657997733

E-mail: ufficio.stampa@aceaspa.it

ACEA's website: www.gruppo.acea.it

About ACEA:

ACEA is one of the leading Italian multiutility operators. Listed on the Italian Stock Exchange since 1999, the company manages and develops water and electricity networks and environmental services. Its operating segments include: integrated water services (aqueduct, sewerage and waste water treatment), the distribution of electricity, public and artistic lighting, the sale of electricity and natural gas, energy production, waste disposal and energy recovery from waste. ACEA is the foremost Italian operator in the water services sector supplying more than 9 million inhabitants in Lazio, Tuscany, Umbria, Molise and Campania; it is one of the major energy players in Italy, distributing more than 9 TWh in the city of Rome and selling more than 8 TWh of electricity. It is one of the largest Italian environmental operators processing more than 1.7 million tons of waste every year. The Company, which is committed to the attainment of challenging sustainability goals, has included in its 2020-2024 Business Plan investments totalling 2.1 billion Euro aimed at achieving sustainability targets, such as the reduction of CO2 emissions and the use of green energy.

About SUEZ:

SUEZ is a major player in environmental services. For almost 160 years, SUEZ has supported local communities and industrial companies in the management of essential services such as water, waste, and air quality. As such, SUEZ produces drinking water for 66 million people worldwide, recovers 2 million tons of secondary raw materials per year, and generates 3.1 TWh of renewable energy from waste. In our ongoing management of the ecological transition and climate change challenges, SUEZ relies on the expertise and commitment of its 35,000 employees (particularly in France, Italy, Central Europe, Africa, Asia, and Australia) to offer high value-added and customized environmental solutions to all its customers. SUEZ's expertise allows, for instance, its customers to avoid the emission of 4.2 million tons of CO2, thus improving their carbon footprint and their impact on climate. With a turnover of nearly 7 billion euros and backed by its expertise and capacity to innovate, SUEZ has strong growth prospects. SUEZ relies on a solid consortium of investors made up of Meridiam and GIP – with 40% stakes each - and the Caisse des Dépôts et Consignations Group with a 20% stake in the capital, including 8% held by CNP Assurances, to pursue its strategic development plans in France and internationally.