Appointment of three Directors
Nominations for the appointment of each of the three Directors to replenish the number set by the meeting of April 3, 2025 may be submitted by all the holders of voting rights by 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 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, 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.
Nominations 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 integrity requirements of the applicable regulations and the Bylaws;
d) 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; 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.
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). It should be noted that, in its current composition, the Board has six male members and five female members, and therefore this criterion is met.
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). In this regard, it should be noted that the current Board of Directors consists of four directors who meet the independence requirements specified by law and are also considered independent on the basis of the criteria set out in the Corporate Governance Code.
Proposals must indicate three Directors. Since the vote will concern single Directors, and not the group of members to be elected, three separate votes will be held. Therefore, without prejudice to the provisions of paragraph 8 below, the individual names in each proposal will be put to the vote in the order listed in the proposal itself, respectively, for the appointment of the first, second and third director.
For further information about the appointment of directors, 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 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 integrity requirements of the applicable regulations and the Bylaws;
d) 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; 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.
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). It should be noted that, in its current composition, the Board has six male members and five female members, and therefore this criterion is met.
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). In this regard, it should be noted that the current Board of Directors consists of four directors who meet the independence requirements specified by law and are also considered independent on the basis of the criteria set out in the Corporate Governance Code.
Proposals must indicate three Directors. Since the vote will concern single Directors, and not the group of members to be elected, three separate votes will be held. Therefore, without prejudice to the provisions of paragraph 8 below, the individual names in each proposal will be put to the vote in the order listed in the proposal itself, respectively, for the appointment of the first, second and third director.
For further information about the appointment of directors, 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).