SHAREHOLDERS’ MEETING

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.