SHAREHOLDERS’ MEETING
rules of calling
The Shareholders’ Meeting is the means by which
Shareholders, through their vote on resolutions, express their
will. Resolutions adopted pursuant to law and the Company’s
Bylaws are binding on all Shareholders, including absent or
dissenting Shareholders. However, when permitted, dissenting
Shareholders have the right to demand redemption of their shares.
The Shareholders’ Meeting is convened to adopt resolutions on
issues that the law reserves for its jurisdiction in accordance
with the laws and regulations that apply to publicly traded
companies.
Rules of Operation and Attributions
A Regular Shareholders’ Meeting, gathered on the first or
second calling, is duly convened and may adopt resolutions with the
favorable vote of shareholders representing more than half of the
common share capital, with the following exceptions: (i) a
Shareholders’ Meeting gathered on the second calling to
approve the Annual Report and elect corporate officers or remove
them from office is duly convened irrespective of the percentage of
capital represented by shareholders attending the Meeting and may
adopt resolutions (except for the election of Directors and
Statutory Auditors in presence of slates of candidates) with the
favorable vote of shareholders representing more than half of the
share capital present at the Meeting; and (ii) a
Shareholders’ Meeting convened to elect the Board of
Statutory Auditors on the basis of slates of candidates, which
adopts resolutions with specific majorities. A Special
Shareholders’ Meeting, gathered on the first, second or third
calling, is duly convened when shareholders representing more than
half of the common share capital are in attendance and may adopt
resolutions with the favorable vote of shareholders representing at
least two-thirds of the share capital represented at the Meeting
(Article 11 of the Bylaws). Pursuant to Article 9 of the Bylaws,
Shareholders’ Meetings are convened by means of a notice
published in the newspaper Il Sole 24 Ore 30 days prior to the date
of the Meeting, or within any shorter deadline that may be required
for special situations or items on the Agenda pursuant to the
relevant laws. The notice, which must be posted concurrently on the
Company website, must explain the requirements for attending the
Shareholders’ Meeting, as set forth in the Bylaws. In
addition, the Company must make available to the public within the
statutory deadline copies in Italian and English of the documents
relevant to the items on the Meeting’s Agenda by depositing
them at the Company’s head office, sending them to Borsa
Italiana through the NIS system and publishing them on its
website.
Right to Attend Shareholders’ Meetings
Pursuant to Article 10 of the Bylaws, only holders of voting shares
who have proven their rights by producing an attestation, issued by
an intermediary authorized to maintain the book of accounts, that
their shares were deposited in dematerialized form with the
centralized clearing system at least two business days prior to the
Shareholders’ Meeting and filing the attestation with the
Company accordingly, pursuant to law, will be allowed to attend a
Shareholders’ Meeting. The Bylaws do not require that the
shares be frozen. Consequently, the shares are freely transferable
during the two days that precede a Shareholders’ Meeting, but
buyers will not be allowed to attend the Shareholders’
Meeting. However, the Board of Directors reserves the right to
modify, through amendments to the By-laws, the procedures and
requirements for attending Shareholders’ Meetings and
exercise the right to vote, after the EU regulations on the
shareholders rights have been incorporated into the Italian legal
system.
Holding Shareholders’ Meetings
The Company did adopt Shareholders’ Meeting regulations
because it believes that the power attributed by the Bylaws to the
chairman of the Meeting (who is responsible for managing the
Meeting), which include determining the Meeting’s Agenda and
the voting method, are sufficient to maintain an orderly
performance of Shareholders’ Meetings, thereby avoiding the
risks and inconveniences that could result, should a
Shareholders’ Meeting fail to comply with Meeting
regulations. The only Shareholders’ Meetings of 2008 was held
on April 2. The items on the Agenda included approval of the
financial statements for the 2007 fiscal year and election of the
Board of Directors and Board of Statutory Auditors. All Directors
who could provide a useful contribution to the discussion because
of the duties they perform within the Board of Directors or its
Committees were present at this Shareholders’ Meetings. On
that occasion, the Chairman and the Chief Executive Officer,
responding when necessary to specific questions by shareholders and
in accordance with the rights of the shareholders to participate in
the discussion and receive the desired information, reported on the
work performed and on future plans. The Board of Directors did not
deem it necessary to promote initiatives that would encourage
greater attendance at the Shareholders’ Meetings, since the
percentage of the share capital that is being represented at those
Meetings is already quite high. In 2008, Edison’s stock
market capitalization changed significantly, due mainly to
conditions in the stock market. However, no significant changes
occurred in the Company’s shareholder base during the
year.
Additional Shareholder Rights and Methods of
Exercise
The Company Bylaws do not convey to the shareholders any rights
beyond those provided to them pursuant to law nor do they establish
methods of exercise that are different from those set forth in the
applicable statutes. As explained earlier in this Report, the
Bylaws were amended in 2007 to make them consistent with new
statutory requirements and with the guidelines provided Consob with
regard to the minimum ownership thresholds required of minority
shareholders who wish to file slates of candidates to positions on
the Company’s governance bodies. The Board of Directors
believes that, at this juncture, it would not be advisable to ask
the Shareholders’ Meeting to amend further the provisions of
the Bylaws that concern the percentages required to exercise the
rights conveyed by the Company’s shares and the prerogatives
provided to protect minority shareholders.