Appointment of the Board of Directors

Eligibility to file nominations for appointment

Nominations for appointment may be filed up to the day of the Shareholders’ Meeting by shareholders who have a right to vote at the Meeting.

Pursuant to Article 14.1 of the Bylaws, the Board of Directors shall be comprised of a minimum of 5 (five) Directors and a maximum of 13 (thirteen) Directors.

Pursuant to Article 14.2 of the Bylaws,  Directors must meet the requirements of the relevant laws and regulations. At least 1 (one) Director (or any different minimum number required by the applicable laws and regulations) must also meet the independence requirements of the applicable laws and regulations. With regard to the issue of gender parity the composition of the Board of Directors must be consistent with the criteria set forth in the relevant laws and regulations.
 

Deadline and methods for filing nominations for appointment

Nominations for the appointment of Directors, signed by the filing shareholder, must be submitted at the Company’s main office by:

raccomandata

Delivering them during office hours to the following address:

Edison S.p.A.
Rif. Corporate Affairs - "Candidature Assemblea del 02/04/2019 Edison SpA"
Foro Buonaparte, 31
20121 MILANO - Italia

mail via certified e-mail to the following address:
assemblea.azionisti@pec.edison.it
fax Filing them directly at the Shareholders’ Meeting

Filings of nominations for appointement must be accompanied by information that allows the identification of the filing party. Within the date of the Shareholders’ Meeting, the filing party shall ensure that a communication issued by a qualified intermediary, attesting the registration of the shares in his/her name on the date the nominations are filed is duly delivered.

Any entries posted to the account of the filing shareholder subsequent to the nominations’ filing date will have no effect on the eligibility to exercise this right.

Pursuant to Article 14.6 of the Bylaws, upon filing, nominations must be accompanied by the following affidavits and information concerning the candidates:

  • an affidavit stating that he/she accepts the nomination and will accept the post if elected;
  • an affidavit attesting that there are no reasons making him/her unelectable or incompatible or  which would cause him/her to be removed from office and that he/she has the qualifications required for this post pursuant to the relevant regulations and the Bylaws;
  • an affidavit attesting that he/she meets the integrity requirements of the applicable regulations and the Bylaws;
  • an affidavit attesting that he/she meets the independence requirements of Article 148, Section 3, of the TUF, as reffering to Article 147-ter, section 4 of the TUF, and Article 3 of the Corporate Governance Code promoted by Borsa Italiana; and
  • a curriculum vitae providing exhaustive information about his/her personal and professional background, with a listing of any posts held in administration and control bodies at other companies.

Any change that may occur in the communicated data prior to the date when the Shareholders’ Meeting is effectively held shall be promptly communicated to the Company.

As soon as they become available, nominations for appoinment will be made available to the public at the Company’s main office and on its website at this link,  and on the authorized storage mechanism “eMarket Storage”.

2019 Ordinary Shareholders’ Meeting

Milano - April 02, 2019