Composition
On March 14, 2011, Edison’s share capital totaled 5.291,700,671.00 euros, divided into 5,181,108,251 common shares, par value 1 euro each, equal to 97.91% of the total share capital, and 110,592,420 savings shares, par value 1 euro each, equal to 2.09% of the total share capital.
No financial instruments that convey the right to acquire newly issued shares through subscription are outstanding.
No options awarded to Group employees that convey the right to purchase Edison shares at preset prices (Stock Option Plans) are outstanding and, consequently, no capital increases earmarked for such purpose were carried out.
Rights of the Classes of Shares
The common shares, which are registered shares, convey the right to vote at the Company’s Ordinary and Extraordinary Shareholders’ Meetings, in accordance with the applicable provisions of the law and the Bylaws, and provide their holders with any additional administrative and property rights attributed to voting shares pursuant to law.
The savings shares, which can be either bearer or registered shares at the holder’s request, do not convey the right to vote at the Company’s Ordinary and Extraordinary Shareholders’ Meetings. Pursuant to the Bylaws, they convey the benefits and have the characteristics that are listed below in addition to those provided pursuant to law:
- A reduction in the share capital to absorb losses does not cause the par value of savings shares to decrease, except for the amount in excess of the aggregate par value of the other shares.
- The expenses incurred to protect the common interests of savings shareholders shall be defrayed through the use of a fund established by a resolution approved by a Special Shareholders’ Meeting. The Company shall contribute a maximum of 10,000.00 euros per year to this fund.
- If the savings shares are delisted, they will retain all of the rights attributed to them under the Bylaws and may be converted into common shares according to the terms and conditions determined by a Shareholders’ Meeting, which must be held within two months from the date of delisting.
- If the common shares are delisted, the savings shares may be converted upon a simple request by the shareholder, into common shares on a one-for-one basis in accordance with deadlines and conditions to be determined by the Board of Directors.
- The remainder of the earnings shown in the financial statements, after allocating 5% to the statutory reserve, which must be set aside until the reserve reaches one-fifth of the share capital, are distributed to the savings shares up to an amount that may not be greater than 5% of their par value. If in a given fiscal year the savings shares receive a dividend that is less than the abovementioned amount, the difference will be brought forward and added to the preferred dividend over the following four years.
- If no dividend is distributed to the savings shares for five consecutive years, these shares can be converted one for one into common shares, upon a simple request by the shareholder, during the period from January 1 to March 31 of the sixth year.
- Any remaining earnings that the Shareholders’ Meeting decides to distribute are allocated to all of the shares such that the savings shares receive a total dividend that is greater than the dividend paid to the common shares by 3% of their par value.
- If reserves are distributed, the savings shares have the same rights as the other shares. However, if the Company has no earnings in a given year, the benefits listed above with regard to earning allocation may be provided by the Shareholders’ Meeting through a resolution approving the distribution of reserves.
- Upon liquidation of the Company, the savings shareholders take precedence in the redemption of the share capital up to the full par value of their shares.
- Resolutions to issue new savings shares with the same features as the savings shares outstanding, whether by way of a capital increase or through the conversion of shares of another class, do not require the approval of the holders of savings shares convened in Special Meetings.
In the event of a share capital increase, holders of common and savings shares are entitled to receive a prorated number of rights to acquire newly issued shares of the same class or, lacking such shares or for any difference, shares of another class.
The Company’s common shares and savings shares have both been traded on the online stock market operated by Borsa Italiana Spa (hereinafter Borsa Italiana) since December 2, 2002.
Powers to Carry out Capital Increases and Authorizations to Purchase Treasury Shares
The Board of Directors has not been granted the power to increase the Company’s share capital, as allowed under Article 2443 of the Italian Civil Code, nor is it authorized to purchase treasury shares.
Restrictions to Transfers of Shares, Ownership Limitations and Acceptability Clauses
The Company Bylaws contain no restrictions of the right to transfer shares, no ownership limitations and no acceptability clauses.