Elena Distaso
Phone number: +39 02 62228522
Mobile phone number: +39 338 2500609
Email: elena.distaso@edison.it
Edison: the Shareholders' Meeting approves the 2024 Financial Statement and elects the Board of Directors. Nicola Monti confirmed by the BOD as Chief Executive Officer for a third term
The number of independent directors of the Board increased from 3 to 4 and consequently the total number of Board members increases to 11. Dividend distribution set at 0.09 euro for each savings share and 0.06 euro for each ordinary share. Report on the remuneration policy and compensation paid approved. Amendments to the Articles of Association were approved for the appointment of the “Certification of the Sustainability Report Officer”.
Milan, April 3, 2025 – The Edison Shareholders' Meeting* approved the 2024 financial statements of the parent company Edison Spa, which closed with revenues of 12,721 million euros (16,402 million euros in 2023) and a profit of 399 million euros (329 million euros for the previous year). The Shareholders' Meeting also decided to distribute a dividend of 0.09 euros per savings share (9 per cent of nominal value) and 0.06 euros per ordinary share (6 per cent of nominal value). The amount for each savings share takes into account the 3% increase in nominal value compared to ordinary shares, as provided for in the Articles of Association. These amounts are to be understood gross of statutory withholdings.
The dividend will be paid on the 30th of April, 2025, with ex-dividend date on the 28th of April 2025 and record date on the 29th of April 2025 for both share classes.
The Shareholders' Meeting then approved Section One and voted in favour of Section Two of the 2024 Compensation Report.
Furthermore, the Shareholders‘ Meeting, following the proposal of the controlling shareholder Transalpina di Energia, appointed the Board of Directors, setting its term of office at three financial years, i.e. until the Shareholders’ Meeting to approve the financial statements as at 31 December 2027, and increasing its members from ten to eleven, with the addition of a further independent director for a total of four.
Marc Benayoun was reconfirmed as Chairman, Béatrice Bigois, Caroline Chanavas, Angela Gamba (independent), Xavier Girre, Nicola Monti, Andrea Munari (independent), Nelly Recrosio, Luc Rémont were confirmed and Mario Cera and Monica Poggio (both independent) joined.
The Shareholders' Meeting then set the gross annual remuneration for each director at EUR 50,000 plus an attendance fee of EUR 1,800 gross for each board meeting the director attends.
Finally, during the extraordinary session, the Shareholders' Meeting approved the amendments to Article 21 of the Articles of Association introduced to regulate the appointment procedures and professionalism requirements for the “Certification of the Sustainability Report Officer”, if different from the Financial Reporting Officer.
During the meeting of the Board of Directors, held after the Shareholders' Meeting, Nicola Monti was confirmed as Chief Executive Officer, in his third term of office after his appointment in 2019 and 2022.
The Board of Directors, on the basis of the declarations made at the time of their appointment by the four directors Mario Cera, Angela Gamba, Andrea Munari, and Monica Poggio, verified that they met the independence requirements pursuant to Legislative Decree 58/1998 and the Corporate Governance Code adopted by the Company.
The Board of Directors then renewed the Endoconsiliar Committees, appointing, respectively: i) for the Control, Risk and Sustainability Committee: Angela Gamba (Chairman and independent), Béatrice Bigois, Mario Cera, Andrea Munari, Monica Poggio; ii) for the Remuneration Committee: Monica Poggio (Chairman and independent), Mario Cera (independent) and Caroline Chanavas; iii) for the Related Party Transactions Committee, the four independent directors: Mario Cera (Chairman), Angela Gamba, Andrea Munari, Monica Poggio. Mario Cera was also appointed Lead Independent Director.
All the directors declared that they did not own any Edison shares on the date of their appointment.
The curriculum vitae of the directors are available at www.edison.it.
The minutes of the Shareholders’ Meeting will be available to the public with the methods and timing set forth in current legislation.
The result votes are listed in the Press Release in attachment.
* As permitted by the Articles of Association and indicated in the notice of call, the Shareholders' Meeting was held with attendance and voting by the shareholders exclusively through the representative appointed by Edison (Computershare).
Public disclosure requirements under CONSOB Resolution no. 11971 of May 14, 1999, as amended.
The dividend will be paid on the 30th of April, 2025, with ex-dividend date on the 28th of April 2025 and record date on the 29th of April 2025 for both share classes.
The Shareholders' Meeting then approved Section One and voted in favour of Section Two of the 2024 Compensation Report.
Furthermore, the Shareholders‘ Meeting, following the proposal of the controlling shareholder Transalpina di Energia, appointed the Board of Directors, setting its term of office at three financial years, i.e. until the Shareholders’ Meeting to approve the financial statements as at 31 December 2027, and increasing its members from ten to eleven, with the addition of a further independent director for a total of four.
Marc Benayoun was reconfirmed as Chairman, Béatrice Bigois, Caroline Chanavas, Angela Gamba (independent), Xavier Girre, Nicola Monti, Andrea Munari (independent), Nelly Recrosio, Luc Rémont were confirmed and Mario Cera and Monica Poggio (both independent) joined.
The Shareholders' Meeting then set the gross annual remuneration for each director at EUR 50,000 plus an attendance fee of EUR 1,800 gross for each board meeting the director attends.
Finally, during the extraordinary session, the Shareholders' Meeting approved the amendments to Article 21 of the Articles of Association introduced to regulate the appointment procedures and professionalism requirements for the “Certification of the Sustainability Report Officer”, if different from the Financial Reporting Officer.
During the meeting of the Board of Directors, held after the Shareholders' Meeting, Nicola Monti was confirmed as Chief Executive Officer, in his third term of office after his appointment in 2019 and 2022.
The Board of Directors, on the basis of the declarations made at the time of their appointment by the four directors Mario Cera, Angela Gamba, Andrea Munari, and Monica Poggio, verified that they met the independence requirements pursuant to Legislative Decree 58/1998 and the Corporate Governance Code adopted by the Company.
The Board of Directors then renewed the Endoconsiliar Committees, appointing, respectively: i) for the Control, Risk and Sustainability Committee: Angela Gamba (Chairman and independent), Béatrice Bigois, Mario Cera, Andrea Munari, Monica Poggio; ii) for the Remuneration Committee: Monica Poggio (Chairman and independent), Mario Cera (independent) and Caroline Chanavas; iii) for the Related Party Transactions Committee, the four independent directors: Mario Cera (Chairman), Angela Gamba, Andrea Munari, Monica Poggio. Mario Cera was also appointed Lead Independent Director.
All the directors declared that they did not own any Edison shares on the date of their appointment.
The curriculum vitae of the directors are available at www.edison.it.
The minutes of the Shareholders’ Meeting will be available to the public with the methods and timing set forth in current legislation.
The result votes are listed in the Press Release in attachment.
* As permitted by the Articles of Association and indicated in the notice of call, the Shareholders' Meeting was held with attendance and voting by the shareholders exclusively through the representative appointed by Edison (Computershare).
Public disclosure requirements under CONSOB Resolution no. 11971 of May 14, 1999, as amended.
Press Office Contacts
Lorenzo Matucci
Phone number: +39 02 62227806
Mobile phone number: +39 337 1500332
Email: lorenzo.matucci@edison.it
Davide Calvi
Phone number: +39 02 62227834
Mobile phone number: +39 337 1108265
Email: davide.calvi@edison.it
Marta Mazzacano
Phone number: +39 02 62227049
Mobile phone number: +39 335 7749819
Email: marta.mazzacano1@edison.it