appointment board statutory auditors
Nominations and further ancillary proposals for the appointment of the Board of Statutory Auditors may be submitted by all holders of voting rightsby Monday March 9, 2026 (expiring the term on a public holiday), if they are proposals pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF, or by Monday March 16, 2026 (expiring the term on a public holiday), if they are proposals pursuant to Art. 135-undecies.1, paragraph 2, of the TUF:
- to the certified e-mail address: assemblea.azionisti@pec.edison.it
- by sending a registered letter with return receipt to the address:
Edison S.p.A.
(Ref. "Corporate Affairs & Governance – Proposals for the appointment of the Board of Statutory Auditors of the Edison SpA Shareholders' Meeting of March 30, 2026")
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.
Proposals will be made available to the public, at the Company’s registered office, on this website and on the authorized storage mechanism “eMarket Storage” (www.emarketstorage.com), by Monday March 16, 2026 (expiring the term on a public holiday), if they are proposals pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF, or by Wednesday March 18, 2026, if they are proposals pursuant to Art. 135-undecies.1, paragraph 2, of the TUF, 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:
a) an affidavit stating that he/she accepts the nomination and will accept the post if elected;
b) 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;
c) an affidavit attesting that he/she meets the independence, professionalism and integrity requirements of the applicable regulations and the Bylaws;
d) an affidavit attesting the eligibility to qualify as independent also based on the criteria provided, with the necessary adjustments, by the Corporate Governance Code with reference to directors; and
e) 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.
The Board of Statutory Auditors is composed of 3 (three) standing auditors and 3 (three) alternate auditors.
On the subject of gender balance, the composition of the Board of Statutory Auditors must comply, separately with regard to both standing auditors and alternate auditors, with the criteria indicated in the relevant laws and regulations. In this regard, it is specified that, in cases - such as Edison's - of Boards of Statutory Auditors composed of three members, given the mathematical impossibility of applying the arithmetic criterion of two-fifths provided for the less representative gender in the provisions of Article 148, section 1-bis of the TUF, rounding off will have to be carried out by rounding down to the lower unit, as specified by Consob in its Communication No. 1/20 of January 30, 2020.
Those who already hold the maximum number of posts as members of an administrative or control body determined in accordance with applicable regulations, or who do not meet the requirements of independence, professionalism and honorability required by the relevant regulations and the Bylaws or for whom grounds for ineligibility or disqualification exist in accordance with the law or regulations, may not be candidates, and if elected as auditors, shall forfeit their office.
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 Statutory Auditors must refer to the entire composition of the Board of Statutory Auditors.
For further information about the appointment of the Board of Statutory Auditors, 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.
Proposals will be made available to the public, at the Company’s registered office, on this website and on the authorized storage mechanism “eMarket Storage” (www.emarketstorage.com), by Monday March 16, 2026 (expiring the term on a public holiday), if they are proposals pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF, or by Wednesday March 18, 2026, if they are proposals pursuant to Art. 135-undecies.1, paragraph 2, of the TUF, 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:
a) an affidavit stating that he/she accepts the nomination and will accept the post if elected;
b) 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;
c) an affidavit attesting that he/she meets the independence, professionalism and integrity requirements of the applicable regulations and the Bylaws;
d) an affidavit attesting the eligibility to qualify as independent also based on the criteria provided, with the necessary adjustments, by the Corporate Governance Code with reference to directors; and
e) 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.
The Board of Statutory Auditors is composed of 3 (three) standing auditors and 3 (three) alternate auditors.
On the subject of gender balance, the composition of the Board of Statutory Auditors must comply, separately with regard to both standing auditors and alternate auditors, with the criteria indicated in the relevant laws and regulations. In this regard, it is specified that, in cases - such as Edison's - of Boards of Statutory Auditors composed of three members, given the mathematical impossibility of applying the arithmetic criterion of two-fifths provided for the less representative gender in the provisions of Article 148, section 1-bis of the TUF, rounding off will have to be carried out by rounding down to the lower unit, as specified by Consob in its Communication No. 1/20 of January 30, 2020.
Those who already hold the maximum number of posts as members of an administrative or control body determined in accordance with applicable regulations, or who do not meet the requirements of independence, professionalism and honorability required by the relevant regulations and the Bylaws or for whom grounds for ineligibility or disqualification exist in accordance with the law or regulations, may not be candidates, and if elected as auditors, shall forfeit their office.
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 Statutory Auditors must refer to the entire composition of the Board of Statutory Auditors.
For further information about the appointment of the Board of Statutory Auditors, 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).