Resolutions on profit for the year and distribution to shareholders

Dear Shareholders,

in inviting you to approve the financial statements, we propose that the profit of 33,816,013.74 euros for the year ended as at 31 December 2010 be allocated as follows:

  • 1,690,800.69 euros to the legal reserve, equal to 5%,
  • 31,944,735.00 to shareholders, corresponding to a unit dividend of 0.15 euro before any legal withholdings,
  • 180,478.05 to the extraordinary reserve.

We also propose that the negative reserve as at 1 January 2009 generated by the retrospective application of IFRIC 12, equal to 1,015,631.18 euros, be covered as follows:

  • 782,384.92 through the use of retained earnings,
  • 162,257.62 through the use of the extraordinary reserve formed with profits from previous years and
  • 70,988.64 through the use of the demerger reserve.

Lastly, we propose that dividends of 63,889,470.00 euros be withdrawn from the demerger reserve and distributed, corresponding to a unit dividend of 0.30 euro.

This reserve was formed by a capital gain relating to 1999, deriving from transfers carried out by Acea SpA to Acea Distribuzione and Acea Ato 2 and, as such, benefitted from the tax exemption regime resulting from the so-called “tax moratorium period” (art. 66, paragraph 14, Law Decree no. 331 of 30/08/1993, converted to Law 427/1993 and article 3, paragraph 70 of Law no. 549 of 28/12/1995); in this regard, article 3, paragraph 73 of Law no. 549 of 28/12/1995 envisages that profits and losses for the years in which the tax moratorium applies “are carried, respectively, to increase and decrease the tax cost of participation and, in the case of distribution, the provisions of art. 44, paragraph 1 of the TUIR (Income Tax Consolidation Act) apply”, introducing to the applicable version of the TUIR, regulations on the distribution of capital reserves (see Tax Authority circular no. 69 of 26 July 2001 for details). Consequently, also with regard to the irrelevance of the capital gains in question to the legislative changes subsequently introduced regarding the recovery of the tax moratorium regime (see art. 24, paragraph 1 bis, of Law Decree no. 185 of 29/11/2008, converted to Law 2/2009, paragraph introduced by art. 19, paragraph 1 of Law Decree no. 135 of 25/9/2009, converted with changes to Law 166/2009) it is deemed that the distribution from the demerger reserve will solely reduce the tax cost of participation of the earner and is not subject to taxation at the time of distribution of the amounts paid.

The total dividend amounts to 95,834,205.00, corresponding to a unit dividend of 0.45 euro per share, with payment proposed on 26 May 2011.

At the date of approval of the financial statements, treasury shares total 416,993.

Acea SpA
The Board of Directors