The Shareholders’ Meeting is the tool 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’ 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 Notice of Shareholders’ Meeting must be sent to Borsa Italiana through the SDIR-NIS system and a summary 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. The Company is required to make available to the public copies of the documents relevant to the Shareholders’ Meeting, which it usually prepares also in English, by depositing them at the Company’s head office, publishing them on its website via a link on its homepage (www.edison.it) and releasing them through the SDIR-NIS system within the deadline required by the relevant laws and regulations.
The Ordinary Shareholders’ Meeting is convened at least once a year to approve the annual financial statements which must occur within 120 days after the end of the Company’s financial year, or within 180 days if the legal conditions, in force from time to time, to do so are met. The exact date will be communicated to the market with the financial calendar, the disclosure of which is usually within the month of December each year. The Shareholders’ Meeting is validly convened and can validly adopt resolutions, both in ordinary and extraordinary session, in accordance with the laws in effect at the time
Right to attend at Shareholders’ Meetings
Pursuant to Article 10 of the Bylaws, the right to attend, participate and exercise the right to vote at the Shareholders’ Meeting is governed by the provisions applicable to shares eligible for centralized clearing. More specifically, considering the different trading status of the common shares, delisted from the MTA as of September 10, 2012, and the savings shares, still listed on the MTA, the amendments to the Bylaws approved by the Shareholders’ Meeting on March 22, 2013 introduced a different deadline regarding the time of possession that must be used to certify, in the communication provided by the intermediary, the registration in the account of the party eligible to vote (the “Record date”). For the savings shares, the statutory deadline of the close of business on the seventh stock market trading day prior to the date set for the Shareholders’ Meeting on the first calling continues to apply, as in the past, while for the common shares the deadline has been shortened to the second business day before he date set for the Shareholders’ Meeting. A party’s eligibility is certified by means of a communication issued by an intermediary certifying that, on the abovementioned dates, 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, the Company shall designate for each Shareholders’ Meeting a party to whom shareholders may grant their proxies.
Holding Shareholders' Meeting 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.
Activities and Attributions of the Special Meeting of Holders of Savings Shares
The Special Meeting of Holders of Shavings Shares has jurisdiction over the following issues: the election and dismissal of the Common Representative and any liability actions towards him, the approval of resolutions by the Company’s Shareholders’ Meeting that undermine the rights of savings shareholders, the establishment of a fund for expenses needed to protect their common interests, the settlement of disputes with the Company and any other subject of common interest. The Special Meeting is governed by the provisions of the laws applicable to special meetings of savings shareholders and, if compatible, the relevant provisions of the Bylaws for the Extraordinary Shareholders’ Meeting.
