fincal s.p.a. share capital euro 30,000,000.00 00187 rome ... · aalborg portland a/s) unicredit...

Telephone 06/45412200 - Fax 06/45412276 - Admin. Econ. Index no. 1148960 - Rome Companies Reg. and tax ID no. 09220111000 - VAT no. 09220111000

FINCAL S.p.A. Share capital Euro 30,000,000.00

00187 ROME - Via Barberini no. 28

ACEA S.p.A. Corporate Affairs Piazzale Ostiense, 2 00154 ROME

hr. 11:30 Subject: ACEA S.p.A. ordinary shareholders' meeting of 27 April 2017: deposit of the list of candidates for the office of Board Director. In reference to the ACEA S.p.A. shareholders' meeting to be held on 27 April 2017 on first convocation, and if necessary on 4 May 2017 on second convocation, to pass resolution on, among other things, item 4 on the Agenda, regarding the appointment of the Company's Board of Directors, the undersigned FINCAL S.p.A., as a shareholder with a stake of 2.676% of the ACEA SpA share capital, deposits the following list of candidates, to be submitted to the vote of the above-mentioned shareholders' meeting, according to the procedure established by art. 15 of the Company's by-laws: 1. Alessandro Caltagirone born in Rome on 27 November 1969 Independent 2. Massimiliano Capece Minutolo Del Sasso born in Naples on 07 April 1968 Independent 3. Azzurra Caltagirone born in Rome on 10 March 1973 Independent 4. Mario Delfini born in Rome on 19 April 1940 Independent 5. Tatiana Caltagirone born in Roma 03 July 1967 Independent 6. Albino Majore born in Rome on 14 March 1945 Independent 7. Annalisa Mariani born in Avezzano on 08 March 1980 Independent For each candidate, the following documentation is attached: 1) declaration of acceptance of the candidature, absence of reasons for ineligibility,

incompatibility or disqualification, possession of the requisites of integrity and independence, and respect for the limits of offices held simultaneously;

2) curriculum vitae with list of offices held; 3) copy of identity document. The capacity of shareholder and the number of ACEA S.p.A. shares held by the undersigned are demonstrated by specific certification issued by the authorised intermediaries, copy of which is attached herewith. The declaration of the undersigned testifying to the absence of connecting relationships, also indirect, referred to by art. 147-ter, paragraph 3 of the CFA [Consolidated Finance Act] and art. 144-quinquies of the Issuers' Regulations are also attached herewith. Rome, 31 March 2017

FINCAL S.p.A. Illegible signature

LEGAL AND CORPORATE AFFAIRS DEPT.

31 MAR 2017 Ref. 0003051 / A

Communication pursuant to art. 23/24 of the Post Trading Provision

1. Intermediary making the communication ABI 3087 CAB 3200

2. Participating intermediary if other than the above ABI (TM account no) 60077 name

3. date of the request 4. date of communication forwarding 30/03/2017 30/03/2017

5. progressive annual no.

6. progressive no. of the communication to be adjusted/revoked

7. reason for the adjustment/revocation

4

8. applicant's name, if other than the holder of the financial instruments

9. holder of the financial instruments Surname or company name FINCAL S.P.A. Name Tax ID 09220111000 Town/City of birth Province of birth Date of birth Nationality dd mm yyyy Address VIA BARBERINI 28 Town/City ROME Country ITALY

10. financial instruments of the communication ISIN IT0001207090 name ACEA ORD SHARES

11. quantity of financial instruments of the communication 5,700,000 = five million seven hundred thousand shares

12. restrictions or annotations on the financial instruments of the communication nature NO RESTRICTION Beneficiary of the restriction:

13. date of reference 14. expiry of effect 15. rights exercisable 30/03/2017 03/04/2017 DEP

16. notes Deposit of list for appointment of Board of Directors

BANCA FINNAT EURAMERICA S.p.A. For Banca Finnat Back Office Admin. Securities Illegible signature

Banca Finnat Euramerica S.p.A. Palazzo Alfieri Piazza del Gesù 49 00186 Rome Tel. 39 06 69933 1 Fax 39 06 6784950 www.bancafinnat.it [email protected] Share capital Euro 72,576,000.00 fully paid up ABI 3087 4 Admin. Econ. Index no. 444286 VAT no. 00856091004 Tax ID and Rome Companies Reg. no. 00168220069 Listed on the Reg. of Banks Holding Company of the banking group Banca Finnat Euramerica Listed on the Reg. of Banking Groups Adherent to the Interbank Fund for the Protection of Deposits

http://www.bancafinnat.it/

mailto:[email protected]

FINCAL S.p.A. Share capital Euro 30,000,000.00

00187 ROME - Via Barberini, no. 28

To ACEA S.p.A. Corporate Affairs Piazzale Ostiense, 2 00154 ROME

Pursuant to art. 147-ter, paragraph 3, of Legislative Decree no. 58/98 and of art. 144-sexies, point 4, letter b), of the CONSOB Issuers' Regulations no. 11971/99, the undersigned FINCAL S.p.A., an ACEA S.p.A. shareholder, with reference to the list of candidates presented for the appointment of the ACEA S.p.A. Board of Directors:

DECLARES that is has no connecting relationships such as those contemplated by art. 144-quinquies of the aforesaid CONSOB Regulations with the ACEA S.p.A. shareholders that hold, individually or jointly, a controlling or majority stake in the ACEA S.p.A. share capital. Rome, 31 March 2017

FINCAL S.p.A. Illegible signature

Telephone 06/45412200. Fax 06/45412276 - Admin. Econ. Index no. 148960 - Rome Companies Reg. and Tax ID no. 09220111000 -

VAT no. 09220111000


DECLARATION FOR THE CANDIDATURE FOR THE OFFICE OF BOARD DIRECTOR

Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Alessandro Caltagirone, born in Rome on 27 December 1969 - tax ID CLTLSN69T27H501N,

WHEREAS (i) the ACEA S.p.A. shareholders' meeting is to be held on 27 April 2017 on first convocation, and

if necessary on 4 May 2017 on second convocation, to pass resolution on the appointment of the members of the Company's Board of Directors;

(ii) his name, in the capacity of candidate for the office of Board Director has been included on the

list presented by FINCAL S.p.A., in accordance with art. 15 of the ACEA S.p.A. by-laws

DECLARES

being aware of his responsibilities in the case of false statement ● that if appointed, he will irrevocably accept the said office of Board Director;

● that he has all the requisites prescribed by law and by the ACEA S.p.A. by-laws for the assumption of the aforesaid office;

● that there are no reasons for his ineligibility and/or disqualification and/or incompatibility under the regulations in force, the provisions of the Company's by-laws or art. 2382 of the Civil Code, or any other impediment to his assumption of the office under the laws in force;

● that he holds the requisites of integrity prescribed by art. 147-quinquies, paragraphs l and 2, of Legislative Decree no. 58/98 and by art. 2 of Ministerial Decree no. 162 of 30 March 2000;

● that he respects the opinion of the ACEA S.p.A. Board of Directors on the accumulation of directorships and controlling offices in other listed companies;

● that he has the requisite of independence for the assumption of the office, prescribed by law pursuant to art. 148, paragraph 3, of Legislative Decree no. 58/1998, recalled by art. 147-ter, paragraph 4, of the same Legislative Decree, by art 3 of the Listed Companies' Self-Regulatory Code and by the applicable provisions in force;

● that he is not a candidate on any other list for the election of the members of the Board of Directors;

● that he undertakes to immediately communicate any event or fact that modifies the information rendered by this declaration.

His curriculum vitae including the list of directorships and controlling offices covered in other companies is attached herewith, in compliance with law. Yours faithfully,

Signed: Alessandro Caltagirone Rome, 27 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

ALESSANDRO CALTAGIRONE Born in Rome on 27 December 1969 Degree in Economics and Business Studies - "La Sapienza" University of Rome After graduating in Economics and Business Studies, he began working in the companies of the Caltagirone family, first as the Financial Controller of Vianini Thai Construction and Development. He then continued to gain important experience in the building sector within the sphere of Vianini Lavori and in the real estate sector. Alessandro Caltagirone is on the Boards of Directors of various companies of the Caltagirone Group, including: as of 1996, Director and member of the Executive Committee of Vianini Lavori Spa; as of 1997, Sole Director of Vianini Ingegneria Spa; as of 2001, Director of Il Messaggero Spa, a publishing company of the Group. In addition, in 2007 he became a Director of Caltagirone Spa and of Cementir Holding Spa. Since May 2012 he has been a Director of Unicredit Spa

ALESSANDRO CALTAGIRONE offices held at present

AALBORG PORTLAND HOLDING A/S (formerly AALBORG PORTLAND A/S)

UNICREDIT SPA UNICREDIT SPA UNICREDIT SPA CALTAGIRONE EDITORE SPA CALTAGIRONE SPA CEMENTIR HOLDING SPA CORSO 2009 SRL CIMENTAS IZMIR CIMENTO FABRIKASI TURK AS ICAL SPA (lmmobiliare Caltagirone Spa) IL MESSAGGERO SPA FINANZIARIA ITALIA 2005 SpA ICAL 3 SRL IL GAZZETTINO SPA VIANINI INGEGNERIA SPA VIANINI LAVORI SPA AALBORG PORTLAND ESPANA A.S. CEMENTIR ESPANA A.S. GLOBO CEM A.S. Yapitek AS Fabrlca Immobiliare SGR Spa Fincal SA

Board of Directors' Vice Chairperson Board Director Member of the Corporate Governance Committee Chairperson of the Remuneration Committee Board Director Board Director Board Director Sole Director Board Director Board of Directors' Chairperson Board Director Sole Director Board Director Board Director Sole Director Board Director Member of the Executive Committee Board Director Board Director Board Director Board of Directors' Chairperson Member of the Investments Committee Board Director



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Massimiliano Capece Minutolo Del Sasso, born in Naples on 07 April 1968 - tax ID CPCMSM68D07F839A,





DECLARES




● that he holds the requisites of integrity prescribed by art. 147-quinquies, paragraphs 1 and 2, of Legislative Decree no. 58/98 and by art. 2 of Ministerial Decree no. 162 of 30 March 2000;






Signed: Massimiliano Capece Minutolo Del Sasso

Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

Massimiliano Capece Minutolo, Engineer - Member of the Society of Engineers of Rome, under no. 16543, since 24 April 1992.

Present offices:

- Since 07 July 2004, manager of the company VIANINI LAVORI S.p.A.

- Chairperson of the Board of Directors of ICAL 2 S.p.A. (formerly Unione Generale Immobiliare S.p.A.) since 03 September 2010.

- Sole Director since 19 April 2006 of PORTO TORRE S.p.A.

- Sole Director of Energia S.p.A. since 27 June 2016.

- Sole Director since 10 July 2013 of ROMANA PARTECIPAZIONI 2005 S.r.l.

- Board Director since 20 April 2005 of VIANINI LAVORI S.p.A. and Member of the Executive Committee since 28 April 2014

- Board Member since 23 April 2015 of ACEA S.p.A. (listed on the Milan Stock Exchange), Member of the Appointments and Remuneration Committee, Member of the Transactions with Related Parties Committee

- Board Member since 26 June 2006 of IMMOBILIARE CALTAGIRONE S.p.A.

- Board Member since September 2004 of CIMENTAS A.S., since 28 November 2007 of CEMENTIR ITALIA S.p.A., since 29 July 2016 of CEMENTIR SACCI S.r.l. and since 19 September 2016 of BETONTIR S.p.A. (of which CEMENTIR HOLDING S.p.A. is a shareholder, listed on the Milan Stock Exchange).

- Board Member of GS Immobiliare S.p.A. since 21 February 2017

- Board Member since 26 March 2015 of the sole proprietorship company "DOMUS ITALIA S.p.A."

- Board Member since 20 July 2012 of FINCAL S.p.A.

- Board Member since 23 November 2015 of ICAL 3 S.r.l. Previous offices:

- From 01 August 1997 to 06 July 2004, manager of the company PORTO TORRE S.p.A. (Caltagirone Group) operating in the real estate field (Residential and Commercial)

- Managing Director of Grandi Stazioni Immobiliare S.p.A. from 29 July 2016 to 21 February 2017

- Chairperson of the Board of Directors of Energia S.p.A. from 19 January 2016 to 27 June 2016

- Board Member from 02 March 2009 to 27 June 2016 of GRANDI STAZIONI S.p.A.

- Board Director from 14 May 2001 to 28 April 2015 of CALTAGIRONE S.p.A. (listed on the Milan Stock Exchange)

- Sole Director from 22 December 2014 to 26 March 2015 of the sole proprietorship company "DOMUS ITALIA S.p.A."

- Board Director from October 1995 to 16 December 2002 of the GE.SE.CE.DI. Consortium for the management of the Naples Head Office and for the delivery of the infrastructures to Naples City Council

- Board Member from 1995 to 1998 of M.N. S.p.A., a concessionaire for the construction of the Naples underground railway

- Board Director from 25 May 1999 to 02 April 2001 of the company SCHEMAVENTIQUATTRO S.p.A., a shareholder of the company "Grandi Stazioni", operating in the upgrading of the real estate of the first 13 Italian railway stations

- Board Director from 30 March 2000 to 18 December 2003 of CALTATEL VOCE S.p.A., a concessionaire of the Ministry of Telecommunications for the management and sale of telecommunications services

- Board Member from 26 February 2003 to 16 January 2008 of Roma Ovest Costruzioni Edilizie S.p.A.

- Formerly member of the commission of reference for building and real estate of A.N.C.E. (National Association of Building Companies) from 26 October 2000, on designation of A.G.I. (the Large Enterprises Association)

- Chairperson of the Board of Directors from 20 December 2005 to 30 October 2009 of EDITORE 2005 S.r.l.

- Board Member from 28 March 2006 to 20 April 2012 of FINANZIARIA ITALIA 2005 S.p.A.

- Board Member of BANCA MONTE DIE PAS CHI DI SIENA from 07 May 2009 to 27 April 2012

- Board Member from 13 December 2005 to 10 July 2013 of ROMANA PARTECIPAZIONI 2005 S.r.l.

- Sole Director from 14 January 2013 to 11 October 2013 of XIII/I.E. COMMERCIAL 4 S.r.l.



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Azzurra Caltagirone, born in Rome on 10 March 1973, tax ID CLTZRR73C50H501B,



(ii) her name, in the capacity of candidate for the office of Board Director has been included on the


DECLARES

being aware of her responsibilities in the case of false statement ● that if appointed, she will irrevocably accept the said office of Board Director;

● that she has all the requisites prescribed by law and by the ACEA S.p.A. by-laws for the assumption of the aforesaid office;

● that there are no reasons for her ineligibility and/or disqualification and/or incompatibility under the regulations in force, the provisions of the Company's by-laws or art. 2382 of the Civil Code, or any other impediment to her assumption of the office under the laws in force;

● that she holds the requisites of integrity prescribed by art. 147-quinquies, paragraphs l and 2, of Legislative Decree no. 58/98 and by art. 2 of Ministerial Decree no. 162 of 30 March 2000;

● that she respects the opinion of the ACEA S.p.A. Board of Directors on the accumulation of directorships and controlling offices in other listed companies;

● that she has the requisite of independence for the assumption of the office, prescribed by law pursuant to art. 148, paragraph 3, of Legislative Decree no. 58/1998, recalled by art. 147-ter, paragraph 4, of the same Legislative Decree, by art 3 of the Listed Companies' Self-Regulatory Code and by the applicable provisions in force;

● that she is not a candidate on any other list for the election of the members of the Board of Directors;

● that she undertakes to immediately communicate any event or fact that modifies the information rendered by this declaration.

Her curriculum vitae including the list of directorships and controlling offices covered in other companies is attached herewith, in compliance with law. Yours faithfully,

Signed: Azzurra Caltagirone Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

Curriculum Vitae Azzurra Caltagirone

PERSONAL INFORMATION Azzurra Caltagirone

Sex: Female; Date of birth: 10/03/1973; Nationality: Italian WORK EXPERIENCE ________________________________________________________

2015 - to present Board Member of the Musica per Roma Foundation The Musica per Roma Foundation manages the Parco della Musica

Auditorium. The partners are the City of Rome, the Metropolitan City of Roma Capitale, the Chamber of Commerce and the Lazio Region. Parco della Musica is a consolidated entity within the cultural life of the city of Rome and of the country.

Business or sector: Music WORK EXPERIENCE ________________________________________________________

2015 - to present Vice Chairperson of Caltagirone S.p.A. Caltagirone S.p.A. is the Holding Company of Caltagirone Group,

listed on the Italian Stock Exchange, which controls three different subsidiaries which operate in the cement, media and construction industries.

Business or sector Finance WORK EXPERIENCE ________________________________________________________ 2015 - 2016 Chairperson of ADS Srl Ads is the company that certifies and discloses data on the circulation

and/or distribution of newspapers or periodicals of any sort published in Italy.

Business or sector The Press WORK EXPERIENCE ________________________________________________________ 2015 - to present Board Member of Aalborg Portland Aalborg Portland is an international supplier of cement and concrete,

based in Denmark. It is the first supplier of white cement in the world and it is a member of Cementir Group.

Business or sector: Cement Production WORK EXPERIENCE ________________________________________________________ 2013 - to present Chairperson of Il Gazzettino S.p.A. Il Gazzettino S.p.A. is the publishing company of Il Gazzettino di

Venezia, the most popular newspaper in the Venice area and one of the oldest Italian newspapers. Il Gazzettino has an average daily readership of over 500,000 people.

Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2013 – until the present Chairperson of FGC S.p.A. FGC S.p.A. is the unlisted Holding Company of Caltagirone Group. FGC

S.p.A. and it controls the listed company Caltagirone S.p.A. and the


real estate activities of the Caltagirone Group. Business or sector: Finance WORK EXPERIENCE ________________________________________________________ 2013 - to present Vice Chairperson and CEO (from 2016) of Il Messaggero S.p.A. Il Messaggero SpA is the publishing company of Il Messaggero, one of

the most important Italian newspapers based in Rome and the main newspaper of the Caltagirone Editore Group, the second Italian publishing group. Il Messaggero has an average daily readership of over 1.1 million people.

Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2004-2008 and 2012-2016 Vice Chairperson of FIEG (Italian Newspaper Publishers' Federation). FIEG is the Italian publishing company association dedicated to the

interests of the publishing industry. Mrs Caltagirone represented the national daily newspaper sector.

Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2010 - 2016 Board Member of Audipress S.r.l. Audipress S.r.l. is the company that manages the statistical surveys of

newspaper and magazine readership in Italy. The company's shareholders are the most important Italian publishing groups.

Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2008 - 2012 Executive Committee Member of FIEG - Delegate for economics

problems, Media Legislation and Research Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2001 - to present Board Member of Caltagirone S.p.A. Caltagirone S.p.A. is the Holding Company of the Caltagirone Group.

It is listed on the Italian Stock Exchange and it controls three different subsidiaries which operate in the cement, media and construction industries.

Business or sector: Finance WORK EXPERIENCE ________________________________________________________ 2006 - to present Board Member of Cementir Holding S.p.A. Cementir Holding is an Italian multinational company that produces

and distributes grey and white cement, ready-mix concrete, aggregates and concrete products. The Company is controlled by the Caltagirone Group and has been listed on the Italian Stock Exchange since 1955. Cementir Holding is the largest producer and exporter of white cement in the world, with production sites in Denmark, Egypt, China, Malaysia and the United States.


Business or sector: Cement production WORK EXPERIENCE ________________________________________________________ 2001 - to present CEO of Leggo S.p.A. Leggo S.p.A. is the publishing company of LEGGO, the most popular

Italian free press newspaper with an average daily readership of over 500,000 people.

Business or sector: Free Press WORK EXPERIENCE ________________________________________________________ 2001 - 2004 Board Member of WAN (World Association of Newspapers) and of

ENPA (European Newspaper Publishers Association} Business or sector: The Press WORK EXPERIENCE ________________________________________________________ 2000 - to present Vice Chairperson of Caltagirone Editore S.p.A. Caltagirone Editore S.p.A. is the media company of the Caltagirone

Group. It is the second Italian publisher of non-specialist newspapers with an average daily readership of over 4 million people. Caltagirone Editore owns Il Messaggero, Il Mattino di Napoli, Il Gazzettino di Venezia, Il Corriere Adriatico, Il Nuovo Quotidiano di Puglia and the free press LEGGO.

Business or sector: The Press EDUCATION AND TRAINING ________________________________________________________ 1994 History of Art Diploma London, England EDUCATION AND TRAINING ________________________________________________________ 1991 High School Scientific Diploma Roma, Italy PERSONAL SKILLS ________________________________________________________ Mother tongue{s) Italian Other languages understanding speaking writing

Listening Reading Spoken interaction Spoken production

English Fluent Fluent Fluent Fluent Fluent

Replace with the name of language certificate. Enter level if known

French Good Good Good Good

Azzurra Caltagirone

Chairperson Vice Chairperson Vice Chairperson Board director Managing Director Board director Board director Chairperson Board director Managing Director Chairperson Chairperson Chairperson Sole Director

Il Gazzettino S.p.A. Caltagirone Editore S.p.A. Caltagirone S.p.A. Cementir Holding S.p.A. Il Messaggero S.p.A. Il Mattino S.p.A. Piemme S.p.A. Quotidiano di Puglia Corriere Adriatico Leggo Servizi Italia 15 Srl Stampa Roma 2015 Stampa Napoli 2015 CED & Digital Servizi

Board director Sole Director Chairperson Chairperson Board director Board director Board director Board director

Aalborg Portland Holding A/S Unione Generale Immobiliare Srl (formerly CCC 2004 Srl) Leone 2009 Srl Euclide 2000 Srl Immobiliare Ara Coeli Srl FGC Spa Finanziaria Italia Spa Fincal Spa ICAL SpA Board Director of Banca Generali Musica per Roma Foundation



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Mario Delfini, born in Rome on 19 April 1940 - tax ID DLFMRA40D19H501F,





DECLARES










Signed: Mario Delfini Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

CURRICULUM VITAE Identity data: MARIO DELFINI born in Rome on 19 April 1940 Academic and professional qualifications: Diploma in accounting awarded in the summer session of 1960 from the "Leonardo da Vinci" Technical-Commercial Institute of Rome. Listed on the Register of Statutory Auditors. Professional experience: 1960-1975: Hired by Vianini S.p.A. (now named Caltagirone S.p.A.), he held various positions of responsibility in the Group's administrative-financial departments, especially regarding activities performed abroad. 1975-1978: Administrative Director of C.C.C. Fondisa S.p.A., a company specialised in the sector of foundations and member of the Vianini Group. 1978-1987: Administrative Director of the company Lavori Porto della Torre S.p.A., a subsidiary of Vianini S.p.A., mainly engaged on the execution of works in East Africa. 1988 until today: Financial Director of Caltagirone S.p.A. Group. In this role, he coordinates the Group's administrative and financial offices, especially as regards the preparation of the financial statements, tax aspects, and relations with the auditing firms, CONSOB and Borsa Italiana. 1996-2001; 2011-2014: Operational Vice Chairperson and member of the Executive Committee of Vianini Lavori S.p.A., a company listed on the Stock Exchange until 7 December 2015, operating in the Large Public Works sector. 2002-2011: Chairperson of the Board of Directors of Vianini Lavori S.p.A. Since July 2014 he has again been Chairperson of the Board of Directors of Vianini Lavori S.p.A. and from July 2015 to February 2017 Chairperson of the listed company Vianini S.p.A., (formerly Vianini Industria S.p.A.). He still sits on the Boards of Directors of the following listed companies: Caltagirone S.p.A., Caltagirone Editore S.p.A. and Cementir Holding S.p.A., and he is a Board Director/Sole Director of several other companies, all belonging to the Caltagirone Group. In June 2000, in his capacity of manager of the relative project, he followed the Stock Exchange listing of Caltagirone Editore S.p.A. after the related capital increase with the issue of new shares for a value of Euro 630 million.

MARIO DELFINI Offices held at 29 March 2017 − Board director − Board director − Board director

Caltagirone S.p.A. (listed company) Caltagirone Editore S.p.A. (listed company) Cementir Holding S.p.A. (listed company)

− Chairperson Vianini Lavori S.p.A. (listed until 7 December 2015)

− Board of Directors Vice Chairperson



Fabrica Immobiliare S.G.R. S.p.A. Cementir Italia S.r.l. Cementir Sacci S.p.A.

− Board of Directors' Chairperson Fincal S.p.A.

− Board director − Board director

Il Gazzettino S.p.A. Ical S.p.A.

− Sole Director − Sole Director − Sole Director

Calt 2004 S.r.l. Lav 2004 S.r.l. Ind 2004 S.r.l.

− Board director Quotidiano di Puglia S.p.A.

− Sole Director Finced S.r.l.

− Board of Directors' Chairperson A.D. Fid. S.r.l.

− Sole Director − Sole Director

So.Fi.Cos. S.r.l. Viafin S.r.l.

− Board director − Board director

Il Messaggero S.p.A. Piemme S.p.A.

− Board of Directors' Chairperson Leggo S.p.A.

− Board director Corriere Adriatico S.p.A.

− Board of Directors' Chairperson Urbe S.A.

− Sole Director Mantegna S.r.l.

− Board director FGC S.p.A.

− Sole Director Rofin 2008 S.r.l.

− Board director Vianco S.p.A.

− Sole Director − Sole Director − Sole Director − Sole Director

Viapar S.r.l. Parted 1982 S.p.A. Aventina S.p.A. Capitolium S.p.A.

− Sole Director − Sole Director − Sole Director − Sole Director − Sole Director − Sole Director

Finro 2012 S.r.l. CED 2008 S.r.l. Fincal 2 S.r.l. Finesp 15 S.r.l. Esperia 15 S.r.l. Alca 1969 S.r.l.

− Board director Giuseppina Cacciatore Caltagirone Foundation

− Sole Director − Sole Director

Masuria S.r.l. M.K. 87 S.p.A.



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Tatiana Caltagirone, born in Rome on 03 July 1967 - tax ID CLTTTN67L43H501D,





DECLARES

being aware of her responsibilities in the case of false statement • that if appointed, she will irrevocably accept the said office of Board Director;

• that she has all the requisites prescribed by law and by the ACEA S.p.A. by-laws for the assumption of the aforesaid office;

• that there are no reasons for her ineligibility and/or disqualification and/or incompatibility under the regulations in force, the provisions of the Company's by-laws or art. 2382 of the Civil Code, or any other impediment to her assumption of the office under the laws in force;

• that she holds the requisites of integrity prescribed by art. 147-quinquies, paragraphs l and 2, of Legislative Decree no. 58/98 and by art. 2 of Ministerial Decree no. 162 of 30 March 2000;

• that she respects the opinion of the ACEA S.p.A. Board of Directors on the accumulation of directorships and controlling offices in other listed companies;

• that she has the requisite of independence for the assumption of the office, prescribed by law pursuant to art. 148, paragraph 3, of Legislative Decree no. 58/1998, recalled by art. 147-ter, paragraph 4, of the same Legislative Decree, by art 3 of the Listed Companies' Self-Regulatory

Code and by the applicable provisions in force;

• that she is not a candidate on any other list for the election of the members of the Board of Directors;

• that she undertakes to immediately communicate any event or fact that modifies the information rendered by this declaration.

Her curriculum vitae including the list of directorships and controlling offices covered in other companies is attached herewith, in compliance with law. Yours faithfully,

Signed: Tatiana Caltagirone Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

TATIANA CALTAGIRONE, ARCHITECT

CURRICULUM VITAE Tatiana Caltagirone, Architect Born in Rome on 3 July 1967, married, with three children. Training ● Qualified to practise the profession of architect after passing the relative post graduate

examination at "La Sapienza" University of Roma; ● Degree in Architecture - specialised in Town Planning - with a mark of 110/110 awarded from

"La Sapienza" University of Rome; ● "Baccalauréat" diploma in scientific studies awarded from the French Lycée in Rome. Most important professional experiences ● Since 2013, she has been a shareholder and director of MaestraNatura S.r.l., an innovative start-

up with a social vocation which, under an agreement with the Istituto Superiore della Sanità, is carrying out an experimental project in schools on alimentary education and on the study of scientific subjects;

● She has been and still is a director on the boards of various joint stock companies and building consortia;

● Since 1999 she has performed her activity in the technical-project sphere of the Caltagirone Group, participating in, among others, the following activities:

- many building projects for the parcelling up agreements of Via delle Vigne, Giardino di Roma, Ponte di Nona, Fonte Nuova (Mentana) entailing the drafting of the necessary papers and issue of the relative building permits;

- the architectonic project of the new printing plant, in Rome, of the daily newspaper "Il Messaggero", in collaboration with the engineering company "mga architettura & ingegneria S.r.l.";

- the architectonic project of a shopping centre integrated with a railway station of the Roma-Ostia line and relative liaising with Co. Tra. L. and the allocation of the road system works of the City of Rome;

- collaboration with the professional firm ''Tecnurbarch", Via degli Eroi, 12 - Rome, for the drafting of the drawings of the two compartments of the Giardino di Roma agreement.

● From 1996 to 2000 she collaborated with the "Architectonic Composition" chair of "La Sapienza" University of Rome (chair holder: Prof. Arch. Laura Borroni) and with the "Project Methodology" chair of "La Sapienza" University of Rome (chair holder: Prof. Arch. Rossana Battistacci);

● She published the project "Nucleo civico nella borgata di Dragona (Roma)" in the volume "La didattica del progetto" published by Edizioni Artefatto - 1995 Rome

She speaks French and English fluently.

Yours faithfully, Signed: Tatiana Caltagirone



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Albino Majore, born in Rome on 14 March 1945 - tax ID MJRLBN45C14H501E,





DECLARES










Signed: Albino Majore Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

CURRICULUM VITAE Albino Majore, Engineer Date of birth: 14 March 1945 1969 After studying classics at high school, he then studied Civil Engineering, being

awarded a degree from Rome University;

1970-1971 short experience as a project engineer;

1971-1991 in IBM Italia where he gained highly diversified experience, with increasing responsibilities also in the international sphere; in particular: ● development of projects and consequent commercial relations with large

public and private institutions (INPS, Min. Post and Telecommunications, BNL, IMI, etc.)

● the development of specific regulations and contracts for Italian public administrations

● analysis of sales and production activities and market/competition strategies in highly dynamic competitive sectors with high growth

● management of sales departments in added value telecommunications services

● acquisition and management of equity investments

1989-1992 Board Director of Caltagirone S.p.A;

1992-1993 Director General of a company operating in the field of advanced research and development of software applications;

1992-1995 Board Director of Cementir S.p.A;

1993-1996 Vice Chairperson with full delegation of operating powers of Vianini Industria S.p.A. and of Vianini lavori S.p.A., companies of which he became, and still is, a Board Director and member of the Executive Committee;

1995-today Managing Director, initially of Editrice Romana S.p.A., the publisher of Il Tempo of Rome, then and until now of Il Mattino S.p.A., the publisher of Il Mattino di Napoli, a company of which he later became the Chairperson. From June 1996 to April 2016, Managing Director of the company that publishes Il Messaggero. As of June 1996 he has been Chairperson of Piemme S.p.A., an advertising sales agency;

1995-today Board Director and member of the Executive Committee of Ansa s.c.a.r.l.;

1998-today Board Director of Caltagirone S.p.A.;

2000-today Board Director and member of the Internal Control Committee of Caltagirone Editore S.p.A.;

2007-2016 Board Director and member of the Executive Committee of Cementir Italia;

2006-today Vice Executive Chairperson of the company that publishes the daily newspaper Il Gazzettino;

2016-today Chairperson of Domus Italia S.p.A.

2017-today Chairperson of Vanini S.p.A.

At present, he holds offices in the following companies: ANSA s.c.a.r.l. Board Director and member of the Executive Committee

Vianini Lavori S.p.A. Board Director and member of the Executive Committee

Caltagirone S.p.A. Board Director

Caltagirone Editore S.p.A. Board Director and member of the Internal Control Committee

Il Mattino S.p.A. Chairperson and Managing Director

Il Messaggero S.p.A. Board Director

Il Gazzettino S.p.A. Vice Chairperson

PIM S.r.l. Sole Director

ITV S.p.A. Sole Director

Piemme S.p.A. Chairperson

Corriere Adriatico S.p.A. Board director

Quotidiano di Puglia S.p.A. Board director

Leggo S.p.A. Board director

FGC S.p.A. Board director

Domus Italia S.p.A. Chairperson

Vianini S.p.A. Chairperson



Acceptance of the candidature, absence of reasons for ineligibility, incompatibility or disqualification, possession of the requisites of integrity and independence, respect for the limits of offices held simultaneously and curriculum vitae The undersigned Annalisa Mariani, born in Avezzano (AQ) on 08 March 1980, tax ID MRNNLS80C48A515I,





DECLARES

being aware of her responsibilities in the case of false statement ● that if appointed, she will irrevocably accept the said office of Board Director;

● that she has all the requisites prescribed by law and by the ACEA S.p.A. by-laws for the assumption of the aforesaid office;

● that there are no reasons for her ineligibility and/or disqualification and/or incompatibility under the regulations in force, the provisions of the Company's by-laws or art. 2382 of the Civil Code, or any other impediment to her assumption of the office under the laws in force;

● that she holds the requisites of integrity prescribed by art. 147-quinquies, paragraphs l and 2, of Legislative Decree no. 58/98 and by art. 2 of Ministerial Decree no. 162 of 30 March 2000;

● that she respects the opinion of the ACEA S.p.A. Board of Directors on the accumulation of directorships and controlling offices in other listed companies;

● that she has the requisite of independence for the assumption of the office, prescribed by law pursuant to art. 148, paragraph 3, of Legislative Decree no. 58/1998, recalled by art. 147-ter, paragraph 4, of the same Legislative Decree, by art 3 of the Listed Companies' Self-Regulatory Code and by the applicable provisions in force;

● that she is not a candidate on any other list for the election of the members of the Board of Directors;

● that she undertakes to immediately communicate any event or fact that modifies the information rendered by this declaration.

Her curriculum vitae including the list of directorships and controlling offices covered in other companies is attached herewith, in compliance with law. Yours faithfully, Signed: Annalisa Mariani Rome, 29 March 2017 Annexes: curriculum vitae with list of offices held and copy of identity document As required by the law on privacy, I hereby consent to the processing of my personal data.

ANNALISA MARIANI Accountant

CURRICULUM VITAE Place and date of birth: Avezzano (AQ), 8 March 1980 Place of professional practice: Roma, Via Antonio Gramsci no. 2 Academic qualifications: Doctorate in Economics awarded by "La Sapienza"

University of Rome Post graduate specialisation course: Advanced training in tax law, accounting and national and

intentional tax planning, at the Guido Carli "LUISS" [Free International University of Social Studies]

Professional associations: The Rome Chartered Accountants Society Register of Legal Auditors: no. 157825 Since 2004 she has practised as an accountant, providing advisory services on corporate affairs and taxation. In particular, she performs her profession for important corporate groups operating mainly in the real estate, construction and publishing sectors. She is Board Director or Statutory Auditor of various companies listed on the Italian stock exchange. Rome, 29 March 2017 Signed: Annalisa Mariani

ANNALISA MARIANI Accountant Rome, 29 March 2017 List of offices held

Company Office Vianini S.P.A. Board director Quorum S.G.R.P.A. Standing auditor Tiberiade - Servizi Finanziari S.P.A. Standing auditor Emmegi Detergents S.P.A. Alternate auditor

Yours faithfully, Signed: Annalisa Mariani

fincal s.p.a. share capital euro 30,000,000.00 00187 rome ... · aalborg portland a/s) unicredit...

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