ACEA S p A : Resignation and co-option of new director

The Board of Directors of Acea SpA ('Acea') has duly noted that, owing to unforeseen reasons of a professional nature, Fabrice Rossignol has tendered his resignation from the office of Board Director.

Fabrice Rossignol was elected by the Annual General Meeting on 27 April 2017 from the list presented by shareholder Suez Italia SpA, holder of a 12.483% equity interest in Acea, and, as independent non-executive director, was vested with the role of member and coordinator of the Company's Related Party Transaction Committee.

The Board of Directors, following an indication from the Appointments and Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, has also appointed by co-option Diane Galbe as new director in the place of the resigning member, in accordance with Article 2386 of the Italian Civil Code and Article 15, third paragraph of the Company's articles of association, being the first of the unelected candidates on the above mentioned list.

After hearing the Board of Statutory Auditors, the Board verified the independence requirements of the new Director Diane Galbe, as set forth by law and by the Corporate Governance Code and adopted in accordance with Article 15 of the articles of association.

The Curriculum Vitae of Diane Galbe, who has accepted the appointment and will remain in office until the next Annual General Meeting, is available on the website www.gruppo.acea.it.

To the best of the Company's knowledge, at the present time neither Fabrice Rossignol or Diane Galbe hold any shares in the Company. We point out that the new composition of the Company's Board of Directors continues to guarantee the gender representation balance required by current legislation.

As a result of the aforesaid changes, the Board of Directors has appointed Giovanni Giani as member and coordinator of the Related Party Transaction Committee, which is therefore now made up as follows: Giovanni Giani (Coordinator), Gabriella Chiellino, Massimiliano Capece Minutolo Del Sasso.