How to attend the shareholders' meeting and vote by proxy

Only shareholders who, based on evidence submitted by an intermediary, held voting rights at the close of business on the day falling seven stock market trading days before the date of the Shareholders’ Meeting first calling, i.e., as of the end of Wednesday, April 13, 2011 (Record Date).

Shareholders who became holders of voting rights after the Record Date will not be eligible to attend and vote at the Shareholders’ Meeting. The sale of Company shares after the Record Date has no impact on the eligibility to attend the Shareholders’ Meeting.

The eligibility to attend the Shareholders’ Meeting must be certified by a communication issued by an intermediary for the benefit of the party holding the voting rights, based on the data in the intermediary’s accounting records, attesting that, as of the expiration of the abovementioned deadline, the shares were credited to the abovementioned party’s account, in dematerialized form, through the centralized clearing system. As required by the applicable regulations, the Company must receive the intermediary’s communication before a Shareholders’ Meeting convened on a single notice is called to order.

Any party who is eligible to attend and vote at the Shareholders’ Meeting may be represented at the Meeting by means of a written proxy, the incompatibility exceptions and limitations of the laws currently in force notwithstanding. A proxy form is available on this page of the Company website, in printable form, or at the Company’s registered office (copies of the form may be requested on business days, between 10:00 AM and 12:30 PM, by calling the following telephone numbers: +39.02.62227465 or +39.02.62227985). If, due to technical reasons, the proxy form cannot be made available electronically, copies of the form will be provided upon request.

The principal has the right to give instructions to the proxy agent, revoke a previously granted proxy, designate one or more replacements, and authorize the proxy agent to use a third-party representative.

Voting proxies may be notified to the Company in one of the following manners:
-  mailed to the following address:
Servizio Titoli Spa
Rif. Delega per Assemblea Edison Spa
Via Mantegna, 6
20154 MILAN – Italy

-  faxed to +39.02.46776850

- as an attachment to a certified E-mail message sent to edison@pecserviziotitoli.it

When sending a proxy form, an eligible party must also provide a copy of a valid identification document or, for a legal entity, evidence of corporate powers (copy of company registration, power of attorney, etc.).
An early submission of a copy of the proxy form does not relieve the proxy agent, upon being accredited and allowed to attend the Shareholders’ Meeting, of the obligation to show that the notified copy matches the original and verify the principal’s identity.

Generic proxy form for the Ordinary Shareholders’ Meeting (pdf file)

Designated Company Representative

For the Shareholders’ Meeting convened on April 26 and 27, 2011, Edison designated Georgeson Srl as the designated representative (hereinafter the “Designated Representative”), pursuant to Article 135-undecies of the Uniform Financial Code, whom parties eligible to attend and vote at the Shareholders’ Meeting may appoint as their proxy agent to vote at the Shareholders’ Meeting. The proxy appointment is free of charge, except for transmission and shipping costs.

The appointment of the abovementioned Designated Representative as proxy agent must be carried out by filling out and signing a proxy form prepared for this purpose by the Designated Representative, in concert with the Company, which will be available by April 1, 2011:
- at the Company’s registered office, upon request, on business days, between 10:00 AM and 12:30 PM, by calling the following telephone numbers: +39.02.62227465 or +39.02.62227985;
- on this website, in printable format.

The proxy form, with voting instructions for all of some of the items on the Meeting’s Agenda, must be delivered to the Designated Representative by the end of the day falling two stock market trading days before the date of the Shareholders’ Meeting first calling (i.e., by 5:30 PM on April 20, 2011) in one of the following ways:

- sent by registered letter, with return receipt, or by express courier to the following address:
Georgeson Srl
Via Emilia, 88
00187 ROME – Italy
- faxed to +39.06.93380264
- sent as an attachment to a certified e-mail message to rappresentante.edison@pec.it
- delivered by hand to the following address:
Edison Spa
Rif. Affari Societari - “Rappresentante Designato Edison Assemblea Ordinaria 2011”
Foro Buonaparte, 31
20121 MILAN – Italy

When sending a proxy form, an eligible party must also provide a copy a valid identification document or, for a legal entity, evidence of corporate powers (copy of company registration, power of attorney, etc.).

The transmission of a copy of the proxy form to the Designated Representative by fax or e-mail does not relieve the eligible party of the obligation to deliver to the Designated Representative the original proxy form.

The proxy awarded to the Company’s Designated Representative will have no effect with regard to motions for which no voting instructions are provided.

The proxy and the voting instructions may be revoked within the same deadline as the delivery deadline provided above (i.e., by 5:30 PM on April 20, 2011).

Please note that, in the event of unforeseeable circumstances or if the motions submitted to the Shareholders’ Meeting are amended, Georgeson S.r.l., in its capacity as Delegated Representative, cannot be authorized to cast a vote that deviates from the instructions it received.

As of April 1, 2011, the toll-free number 800-189037, active from 9:00 AM to 6:00 PM, Monday to Friday, except on holidays, and a dedicated e-mail address (rappresentanteedison@georgeson.com) will be available for any other information concerning the Designated Representative

The proxy form for the Designated Representative (pdf file) not displayed until April 1, 2010