Notice of Shareholders’ Meeting
Pursuant to Article 9 of the Bylaws, Shareholders’ Meetings are convened by means of a notice published within the statutory deadline on the Company’s website and with the other methods specified in regulations issued by the Consob. The deadline for publishing a notice of ordinary meetings (Shareholders’ Meeting convened to approve the financial statements) is 30 days before the date of the meeting. A more extended deadline (40 days) applies to Shareholders’ Meeting convened to elect the Board of Directors and the Board of Statutory auditors, while shorter deadlines of 21 and 15 days apply, respectively, to (i) Shareholders’ Meetings convened to approve share capital transactions, when losses exceed one-third, or liquidation, and (ii) in the event of a tender offer, to authorize the Board of Directors to carry out transactions that could be in conflicts with the tender offer.
Under the current system, which, by the way, is provisional, the Notice of Shareholders’ Meeting must be sent to the Consob and to Borsa Italiana through the NIS system and published in a newspaper with national circulation. The Bylaws leave to the discretion of the Board of Directors the choice of newspaper between Il Sole 24 Ore and Corriere della Sera. The Company has always published its notices in Il Sole 24 Ore.
Starting with next Shareholders’ Meeting, the Notice of Shareholders Meeting, in addition to listing the day, time and place of the Meeting (including the day of a second or third calling, if required) and the items in the Agenda, must contain, also through reference to the Company’s website, a description of the procedures that must be followed to attend and vote at the Meeting, as well as: information regarding the deadlines and methods to exercise the right to submit questions prior to the Meeting and amend the Agenda, vote by mail and file a proxy electronically; the identity of the party designated by the Company as a proxy agent; an indication of the date when the parties eligible to attend and vote at the Meeting must have ownership of the shares; information about the Company’s share capital and how to access a copy of the motions for resolutions and the explanatory reports of the Board of Directors. Specific information must be provided with regard to certain subjects, such as the election of the Board of Directors and Board of Statutory Auditors. Usually, the Company makes available to the public copies in Italian and English of the documents relevant to the Shareholders’ Meeting by depositing them at the Company’s head office, sending them to Borsa Italiana through the NIS system and publishing them on its website via a link on its homepage (www.edison.it).
Rules of Operation and Attributions
An Ordinary Shareholders’ Meeting, gathered on the first or second calling, is duly convened and may adopt resolutions with the favorable vote 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 and may adopt resolutions (except for the election of Directors and Statutory Auditors by slate voting) 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 (Article 11 of the Bylaws, a copy of which has been annexed to this Report).
An Extraordinary Shareholders’ Meeting, gathered on the first, second or third calling, is duly convened when 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, a copy of which has been annexed to this Report).
The Special Meeting of the Holders of Saving Shares resolves, according to the law, on the election and annulment of the Common Representative and on the liability action towards him, on the approval of the resolutions of the Company Shareholders’ Meeting that undermine the category’s rights, on the establishment of a fund for the expenses needed for the protection of the common interests, on the transaction of controversies with the Company as well as on other subjects of common interest.
Right to Attend Shareholders’ Meetings
Pursuant to Article 10 of the Bylaws, as most recently amended in 2010 by the Board of Directors to make them consistent with the requirements of Legislative Decree No. 27/2010, only parties who, based on evidence provided by an intermediary, were the holders of the right to vote at the close of business on the seventh stock market trading day prior to the date of the Shareholders’ Meeting convened on the firs calling will be allowed to attend and vote at the Shareholders’ Meeting. The shares will be freely transferable at all times, but credit and debit entries posted to the accounting records after the abovementioned seven-day deadline will be irrelevant for the purpose of determining the eligibility to exercise the right to vote at the Shareholders’ Meeting.
A party’s eligibility is certified by means of a communication issued by an intermediary certifying that, on the abovementioned date, the shares were deposited in the party’s account in dematerialized form with the centralized clearing system. Pursuant to the applicable laws, the Company must receive the abovementioned communication before the Shareholders’ Meeting is called to order on the first calling. Any party eligible to attend and vote at the Shareholders’ Meeting has the right to be represented in accordance with the applicable laws. As required by the relevant rules, the Company Bylaws allow electronic filing of a proxy, carried out by sending the proxy form to the certified e-mail address provided in the Notice of Shareholders’ Meeting. In addition, starting with the next Shareholders’ Meeting, the Company will designate a party to whom shareholders may grant their proxies.
Holding Shareholders’ Meetings
The Company did not 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’ Meeting of 2010 was held on March 23, 2010. The items on the Agenda included the approval of the 2009 statutory financial statements, the election of two Directors and the re-determination of compensation to Directors. 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’ Meeting. 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.
During 2010 the Special Meeting of the Holders of Saving Shares was held, on March 26, 2010, that resolved on the approval of the report on the Management of the fund for the expenses born for the protection of common interests and the election of the Common Representative.
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.
No significant changes in Edison’s market capitalization or its shareholder base occurred in 2010.
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 laws and regulations.
As explained earlier in this Report, the Bylaws were amended in 2007, making them consistent with new statutory requirements and with the guidelines provided by 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 and, in 2010, responding to the new statutory requirements introduced by Legislative Decree No. 27/2010, the Board of Directors again amended the Bylaws introducing the changes needed to make them consistent with statutory requirements concerning the eligibility to attend Shareholders’ Meetings and file slates of candidates for election to the governance bodies. However, the Company did not believe that it would have been advisable to ask the Shareholders’ Meeting to make the other optional changes listed in the abovementioned Decree concerning the exercise of shareholders’ rights and the protection of minority shareholders, which are already covered by existing laws. Any further amendments will be considered once the case law has become established.