Additions to the agenda or submission of resolutions proposals on matters already on the agenda 2022

1) Right to add to the agenda or submit resolution proposals on matters already on the agenda pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF

Pursuant to Article 126-bis of Legislative Decree 58/98 (“TUF”), those shareholders who, including jointly, represent at least one fortieth of the share capital may request, within 10 days of publication of the call notice, and therefore by Thursday March 10, 2022, to add to the list of matters to be discussed, specifying in the request the additional topics they are submitting, or submit the resolution proposals on matters already on the agenda.

Adding to the agenda is not permitted for topics on which the Shareholders’ Meeting passes resolutions, according to the law, on proposal of the directors or on the basis of a project or a report they have prepared, other than those pursuant to Article 125-ter, paragraph 1, of the TUF.

The requests, to be submitted in writing, must be accompanied by the personal data of the requesting shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Company, along with the communication of the intermediary attesting to ownership of the investment on the date of the request:

raccomandata

By sending them via registered letter with advice of receipt to the address:

Edison S.p.A.
Ref. Corporate Affairs & Governance - “Integrazione Odg Assemblea Ordinaria Edison SpA 31 marzo 2022”"
Foro Buonaparte, 31, 20121 Milan (MI) – Italy

mail

Via certified e-mail to the address:

assemblea.azionisti@pec.edison.it

Requesting shareholders must also send the Company, with the same methods and within the same term of Thursday March 10, 2022 , as specified above, a report indicating the justification of the resolution proposals on the new matters for which discussion is proposed, or the justification relating to the additional resolution proposals submitted on matters already on the agenda.

Any additions to the agenda or the submission of resolution proposals on matters already on the agenda will be disclosed at least fifteen days before the date scheduled for the Shareholders’ Meeting (therefore by Wednesday March 16, 2022), in the same forms as those set forth for the publication of this notice. At the same time, the reports prepared by those requesting an addition to the agenda submitting additional resolution proposals accompanied by any assessments of the Board of Director, will be made available to the public at the registered office, on the Company’s website at https://www.edison.it/en/shareholders-meeting-march-2022 and on the “eMarket Storage” authorised storage mechanism (www.emarketstorage.com).

 

2) Submission of resolution proposals on matters already on the agenda pursuant to Art. 126-bis, paragraph 1, second-to-last sentence, of the TUF

Those with voting rights may individually submit, pursuant to Art. 126-bis, paragraph 1, second-to-last sentence of the TUF, resolution proposals on the matters on the agenda.

Considering the fact that, with reference to this Shareholders’ Meeting, participation is permitted exclusively through the Appointed Representative, the proposals, to be submitted in writing, must be sent to the Company by Wednesday March 23, 2022:

raccomandata

By sending them via registered letter with advice of receipt to the address:

Edison Spa
Rif. Corporate Affairs & Governance - "Proposte Odg Assemblea Edison SpA 31 marzo 2022"
Foro Buonaparte, 31, 20121 Milano (MI) – Italia

mail


Via certified e-mail to the address:

assemblea.azionisti@pec.edison.it

Filings of proposals must be accompanied by the personal data of the requesting shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Company, along with the communication of the intermediary attesting to ownership of the investment on the date of the request and until the Record Date.

As soon as they become available, and in any case by Friday, March 25, 2022 any resolution proposals on matters already on the agenda shall be announced via publication on the Company’s website (https://www.edison.it/en/shareholders-meeting-march-2022), so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions.

 

Order of voting proposals

In the event of proposals for resolutions on the items on the agenda, submitted by Shareholders pursuant to Paragraphs 1 and 2, as alternatives to those (if any) submitted by the Board, the Board proposal will be first put to a vote and, only if this proposal is rejected or even without a proposal from the Board, will the Shareholders' proposals be put to a vote. These proposals will be submitted to the Shareholders' Meeting starting from the proposal submitted by the Shareholders who represent the largest percentage of share capital. Only if the proposal put to a vote is rejected, the next proposal in order of amount of capital represented will be put to a vote.

2022 Ordinary Shareholders’ Meeting

Milan, March 31, 2022