Edison

RULES FOR APPOINTMENT AND COMPOSITION

In view of the current structure of the Company’s shareholder base and considering the corporate governance rules adopted as a result, there appears to be no need for a Nominating Committee.

The amendments to the Bylaws approved by the Shareholders’ Meeting in June 2007 introduced the requirement that Directors be elected on the basis of slates of candidates, so as to allow minority shareholders to elect one Director. Only shareholders who, alone or in combination with other shareholders, represent in the aggregate a percentage of the common share capital equal at least to 1%, based on the Company’s stock market capitalization, are entitled to file a slate of candidates, provided the filers are not linked directly or indirectly with the controlling shareholder, its direct or indirect shareholders or other companies in the various groups to which each company belongs.

As required by the amended regulations published by the Consob and in accordance with the Code’s recommendations, the new Bylaws also require that nomination proposals be filed at the Company’s registered office at least 15 days before a Shareholders’ Meeting. The proposals must be accompanied by the following documents: information disclosing the identity of the parties filing slates of candidates; if applicable, an affidavit stating that the filers are not linked to the controlling shareholder, its shareholders and group companies belonging to said shareholders; professional curricula of each candidate, listing any management and control posts held at any other companies and indicating whether a candidate qualifies as an independent Director pursuant to the applicable laws; affidavits by which the candidates attest that there are no issues that would make them incompatible or unelectable or would cause them to be removed from office, that they meet the requirements for election as Directors pursuant to current law and the Bylaws and that they accept the nomination. In any case, individuals who do not meet the requirements of the applicable law and the Bylaws or would be unelectable or would be subject to removal from office pursuant to the relevant laws and regulations may not be elected.

Insofar as the Board of Directors currently in office is concerned, the nominations of the candidates and the curricula vitae of the candidates were filed at the Company’s registered office by TdE, the Company’s controlling shareholder, which at that time owned 61.28% of the voting shares, and by Fincamuna Spa (Carlo Tassara Group), a shareholder who, at the time it filed its slate, owned 9.946% of the voting shares, 15 days before the date of the Shareholders’ Meeting, together with the documents required pursuant to the Bylaws. No other shareholders filed slates of candidates. At the same time, the curriculum vitae of each Director and the abovementioned documents were posted on the Company website. Moreover, the main documents required for filing slates of candidates pursuant to the Bylaws and applicable regulations were combined in a document that was made available by posting it on the Company website 15 days before the date of the Shareholders’ Meeting.

Information about replacement procedures is provided in Article 14 of the Bylaws, a copy of which has been annexed to this Report.