ACEA : S.p.A. announces an Invitation to Purchase certain Notes for cash

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE 'UNITED STATES') OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED AND RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Rome, 12 October 2016. Acea S.p.A. (the 'Offeror','Issuer' or 'Acea') hereby announces an invitation to the holders ('Noteholders') of certain Notes (as set out in the table below) (each a 'Series' and collectively, the 'Notes') to tender their Notes for purchase by the Offeror for cash up to a maximum aggregate principal amount of €300,000,000 across all Series of Notes, such amount being subject to the right of the Offeror to increase or decrease it (each, an 'Offer' and together, the 'Offers') on the terms and subject to the conditions set out in the tender offer memorandum dated 12 October 2016 subject to the applicable offer and distribution restrictions, and prepared in connection with the Offers(the 'Tender Offer Memorandum').

Capitalised terms used herein but not defined have the meanings given tothem in the Tender Offer Memorandum.

Description of Notes		ISIN	Aggregate Principal Amount Outstanding	Purchase Yield	Target Acceptance Amount
€600,000,000 3.750 per cent. Notes due 12 September 2018 (the '2018 Notes')	ACEA S.p.A.	XS0970840095	€600,000,000	-0.1%	Subject as set out herein, up to €300,000,000 in aggregate nominal amount
€500,000,000 4.50 per cent. Notes due 16 March 2020 (the '2020 Notes')	ACEA S.p.A.	XS0495012428	€500,000,000	0.0%

TheOffers are beingmade as part of the Offeror's liability management strategy to optimise debt maturities and cost of debt. Notes purchased by the Offeror are expected to be cancelled and will not be reissued or resold.

In the context of the Offers, Acea is the Offeror. Barclays,BNP Paribasand Deutsche Bank are theGlobal Coordinators and the Dealer Managers for the Offers,Banca IMI and Crédit Agricole CIB are the Dealer Managers for the Offers and Lucid Issuer Services Limited will act as Tender Agent.

New Issue of Notes under the Acea EMTN Programme

Acea hereby also announces that a roadshow will be organised for qualified investors, both Italian and international, in order to evaluate a potential issue of a new series of notes (the 'New Notes') under its Euro 1,500,000,000 Euro Medium Term Note Programme updated on 25 July 2016 (the 'Programme').

The New Notes are expected to be issued, subject to market conditions, in October 2016. The New Notes will be offered to qualified investors only, excluding placement in the United States of America and other specified jurisdictions, and will be listed on the Luxembourg Stock Exchange. As per market practice, the applicable rate of interest will be determined shortly prior to the issue date, also taking into consideration market conditions.