Appointment of the Board of Directors
Nominations and other proposals for the appointment of the Board of Directors may be submitted by all the holders of voting rights by the fifteenth day prior to the date of the Shareholders' Meeting on first call (i.e. by Wednesday March 19, 2025):
- to the certified email address: assemblea.azionisti@pec.edison.it
- by sending a registered letter with advice of receipt to the address:
Edison S.p.A.
(Ref. “Corporate Affairs & Governance – Proposals for the appointment of the Board of Directors, Edison SpA Shareholders' Meeting, April 3, 2025”)
Foro Buonaparte, 31- 20121 MILAN - Italy
Entitlement to submit proposals is subject to receipt by the Company of the communication of the intermediary attesting to ownership of the investment on the date of the request and until the Record Date.
Any entries posted to the account of the filing shareholder subsequent to the proposals’ filing date will have no effect on the eligibility to exercise this right.
Filings of proposals must be accompanied by the personal data of the subject entitled with voting rights (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.
Nominations for appointment and any additional proposal for the election of the Board of Directors will be made available to the public, within two days following the aforementioned deadline (i.e. by Friday March 21, 2025), at the Company’s registered office, on this website and on the authorized storage mechanism “eMarket Storage” (www.emarketstorage.com), so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions.
Together with the nominations, the following documents shall be filed for each candidate:
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.
For the purpose of submitting proposals, it should be noted that Edison’s By-Laws requires that the Board of Directors shall be comprised of a minimum of 5 (five) Directors and a maximum of 13 (thirteen) Directors, who must meet the requirements of the relevant laws and regulations in force from time to time.
The composition of the Board of Directors must be compliant with the requirements of gender balance provisions and, therefore, at least 2/5 (two-fifths) of the elected Directors must belong to the less represented gender (such number is to be rounded up to the nearest whole number).
Furthermore, at least 1 (one) Director, if the Board of Directors has at most 7 (seven) members, or at least 2 (two) Directors, if the Board of Directors has more than 7 (seven) members, must also meet the independence requirements set forth for Statutory Auditors by art. 148, paragraph 3 of the TUF and, considering that Edison adheres to the Corporate Governance Code, must be independent according to the criteria indicated in the Code (Article 2, Principle VI and Recommendations 6 and 7).
Considering that the procedure of voting nominations will not concern single candidates, but all the members to be elected as a whole, the proposals for the appointment of the Board of Directors must indicate the entire composition of the Board of Directors, and therefore they must contain a number of nominations between five and thirteen.
For further information about the criteria in terms of the diversity, composition of the Board of Directors and the number of posts compliant with the office, please refer to the report of the Board of Directors, available to the public at the Company’s registered office, on this website and in the authorised storage mechanism “eMarket Storage” (www.emarketstorage.com).
Any entries posted to the account of the filing shareholder subsequent to the proposals’ filing date will have no effect on the eligibility to exercise this right.
Filings of proposals must be accompanied by the personal data of the subject entitled with voting rights (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.
Nominations for appointment and any additional proposal for the election of the Board of Directors will be made available to the public, within two days following the aforementioned deadline (i.e. by Friday March 21, 2025), at the Company’s registered office, on this website and on the authorized storage mechanism “eMarket Storage” (www.emarketstorage.com), so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions.
Together with the nominations, the following documents shall be filed for each candidate:
- 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 or interdicted, 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 referring to Article 147-ter, section 4 of the TUF, and of Article 2, Principle VI and Recommendations 6 and 7 of the Corporate Governance Code;
- 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.
For the purpose of submitting proposals, it should be noted that Edison’s By-Laws requires that the Board of Directors shall be comprised of a minimum of 5 (five) Directors and a maximum of 13 (thirteen) Directors, who must meet the requirements of the relevant laws and regulations in force from time to time.
The composition of the Board of Directors must be compliant with the requirements of gender balance provisions and, therefore, at least 2/5 (two-fifths) of the elected Directors must belong to the less represented gender (such number is to be rounded up to the nearest whole number).
Furthermore, at least 1 (one) Director, if the Board of Directors has at most 7 (seven) members, or at least 2 (two) Directors, if the Board of Directors has more than 7 (seven) members, must also meet the independence requirements set forth for Statutory Auditors by art. 148, paragraph 3 of the TUF and, considering that Edison adheres to the Corporate Governance Code, must be independent according to the criteria indicated in the Code (Article 2, Principle VI and Recommendations 6 and 7).
Considering that the procedure of voting nominations will not concern single candidates, but all the members to be elected as a whole, the proposals for the appointment of the Board of Directors must indicate the entire composition of the Board of Directors, and therefore they must contain a number of nominations between five and thirteen.
For further information about the criteria in terms of the diversity, composition of the Board of Directors and the number of posts compliant with the office, please refer to the report of the Board of Directors, available to the public at the Company’s registered office, on this website and in the authorised storage mechanism “eMarket Storage” (www.emarketstorage.com).