Elena Distaso
Phone number: +39 02 62228522
Mobile phone number: +39 338 2500609
Email: elena.distaso@edison.it
Edison: The Shareholders' Meeting Approves the 2025 Financial Statements
Edison: the Shareholders' Meeting approves the 2025 Financial Statements, appoints three Directors and elects the Board of Statutory Auditors.
The Board of Directors appoints Anne Chesnot as member of the Control, Risk and Sustainability Committee.
Dividend distribution set at 0.065 euro for each savings share and 0.035 euro for each ordinary share.
Report on the remuneration policy and compensation paid approved.
Dividend distribution set at 0.065 euro for each savings share and 0.035 euro for each ordinary share.
Report on the remuneration policy and compensation paid approved.
Milan, March 30, 2026 – The Edison Shareholders' Meeting approved the 2025 financial statements of the parent company Edison Spa, which closed with revenues of 14,884 million euros (12,721 million euros in 2024) and a profit of 485 million euros (399 million euros in the previous year). The Shareholders' Meeting also decided to distribute a dividend of 0.065 euros per savings share (6.5 per cent of nominal value) and 0.035 euros per ordinary share (3.5 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 April 29, 2026, with ex-dividend date on April 27, 2026 and record date on April 28, 2026 for both share classes.
The Shareholders' Meeting then approved Section One and voted in favour of Section Two of the 2025 Remuneration Report.
Furthermore, the Shareholders' Meeting supplemented the Board of Directors by confirming Bernard Fontana and Claude Laruelle, who had already been co-opted by the Board of Directors on June 12, 2025 and October 29, 2025 respectively, and appointing Anne Chesnot as director to replace the resigning director Nelly Recrosio, who remained in office until today's Shareholders’ Meeting.
Following the appointment of Bernard Fontana, Claude Laruelle and Anne Chesnot, the Board of Directors has been restored to 11 members, as determined by the Shareholders’ Meeting of April 3, 2025, including 5 women and 6 men. The legal requirement that the less represented gender must account for at least two-fifths of the elected directors is therefore met.
The three directors will remain in office until the natural expiry of the current Board of Directors, as determined by the Shareholders’ Meeting of April 3, 2025, i.e. until the Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2027. They will receive the same remuneration established by the Shareholders’ Meeting.
Bernard Fontana, Claude Laruelle and Anne Chesnot declared that they did not own any Edison shares on the date of their appointment. Their curriculum vitae are available at www.edison.it.
Finally, the Shareholders' Meeting elected the Board of Statutory Auditors, confirming Lorenzo Pozza as Chairman and Gabriele Villa as standing auditors and appointing Laura Zanetti. Silvano Corbella and Patrizia Albano were confirmed as alternate auditors and Mario Tagliaferri was appointed.
The new composition of the Board of Statutory Auditors also ensures compliance with gender balance regulations, both with regard to standing and alternate auditors. The Shareholders’ Meeting also determined their remuneration, which remains unchanged compared to the previous mandate. The Board of Statutory Auditors will remain in office for three financial years, i.e. until the Shareholders’ Meeting convened to approve the financial statements as at December 31, 2028.
The Statutory Auditors declared that they did not own any Edison shares on the date of their appointment. Their curriculum vitae are available at www.edison.it.
The proposals concerning the corporate bodies were submitted solely by the controlling shareholder Transalpina di Energia S.p.A. (99.473% of the ordinary share capital), approved unanimously with regard to the appointment of the three directors, by the majority of the shareholders attending the Shareholders’ Meeting with regard to the appointment of the Board of Statutory Auditors and its Chairman, and unanimously with regard to their remuneration.
The minutes of the Shareholders’ Meeting will be made available to the public with the methods and timing set forth in current legislation. The voting results of the Shareholders’ Meeting are attached to this press release.
Requirements of the statutory auditors
Following the Shareholders' Meeting, the Edison Board of Directors met and acknowledged the positive outcome of the assessments carried out by the Board of Statutory Auditors regarding the independence requirements and the other requirements set forth by law and, with the necessary adaptations, by the Corporate Governance Code. In particular, with regard to the Chairman of the Board of Statutory Auditors Lorenzo Pozza and the standing auditor Gabriele Villa – who, following today's confirmation, exceed nine financial years in office as standing auditors of the Company – the Board of Statutory Auditors considered that the non-application of the maximum tenure requirement indicated by the Corporate Governance Code does not affect their independence. Such requirement was therefore deemed to be met, also taking into account their previous conduct in office, their professional and academic standing, as well as their ethical and personal qualities.
Appointment of Anne Chesnot to the Control, Risk and Sustainability Committee
The Board of Directors also appointed Anne Chesnot as member of the Control, Risk and Sustainability Committee, replacing Béatrice Bigois, who stepped down from the Committee while remaining a director of the Company.
Merger by incorporation into Edison of Edison International Spa and Edison International Shareholdings Spa
Lastly, the Board of Directors approved the merger by incorporation into Edison Spa of the subsidiaries Edison International Spa and Edison International Shareholdings Spa, as the reasons for maintaining the two legal entities no longer apply. The documentation relating to the transaction, as required by applicable regulations, will be made available to shareholders and to the public in accordance with the applicable legal requirements.
Public disclosure requirements under CONSOB Resolution no. 11971 of May 14, 1999, as amended.
The dividend will be paid on April 29, 2026, with ex-dividend date on April 27, 2026 and record date on April 28, 2026 for both share classes.
The Shareholders' Meeting then approved Section One and voted in favour of Section Two of the 2025 Remuneration Report.
Furthermore, the Shareholders' Meeting supplemented the Board of Directors by confirming Bernard Fontana and Claude Laruelle, who had already been co-opted by the Board of Directors on June 12, 2025 and October 29, 2025 respectively, and appointing Anne Chesnot as director to replace the resigning director Nelly Recrosio, who remained in office until today's Shareholders’ Meeting.
Following the appointment of Bernard Fontana, Claude Laruelle and Anne Chesnot, the Board of Directors has been restored to 11 members, as determined by the Shareholders’ Meeting of April 3, 2025, including 5 women and 6 men. The legal requirement that the less represented gender must account for at least two-fifths of the elected directors is therefore met.
The three directors will remain in office until the natural expiry of the current Board of Directors, as determined by the Shareholders’ Meeting of April 3, 2025, i.e. until the Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2027. They will receive the same remuneration established by the Shareholders’ Meeting.
Bernard Fontana, Claude Laruelle and Anne Chesnot declared that they did not own any Edison shares on the date of their appointment. Their curriculum vitae are available at www.edison.it.
Finally, the Shareholders' Meeting elected the Board of Statutory Auditors, confirming Lorenzo Pozza as Chairman and Gabriele Villa as standing auditors and appointing Laura Zanetti. Silvano Corbella and Patrizia Albano were confirmed as alternate auditors and Mario Tagliaferri was appointed.
The new composition of the Board of Statutory Auditors also ensures compliance with gender balance regulations, both with regard to standing and alternate auditors. The Shareholders’ Meeting also determined their remuneration, which remains unchanged compared to the previous mandate. The Board of Statutory Auditors will remain in office for three financial years, i.e. until the Shareholders’ Meeting convened to approve the financial statements as at December 31, 2028.
The Statutory Auditors declared that they did not own any Edison shares on the date of their appointment. Their curriculum vitae are available at www.edison.it.
The proposals concerning the corporate bodies were submitted solely by the controlling shareholder Transalpina di Energia S.p.A. (99.473% of the ordinary share capital), approved unanimously with regard to the appointment of the three directors, by the majority of the shareholders attending the Shareholders’ Meeting with regard to the appointment of the Board of Statutory Auditors and its Chairman, and unanimously with regard to their remuneration.
The minutes of the Shareholders’ Meeting will be made available to the public with the methods and timing set forth in current legislation. The voting results of the Shareholders’ Meeting are attached to this press release.
Requirements of the statutory auditors
Following the Shareholders' Meeting, the Edison Board of Directors met and acknowledged the positive outcome of the assessments carried out by the Board of Statutory Auditors regarding the independence requirements and the other requirements set forth by law and, with the necessary adaptations, by the Corporate Governance Code. In particular, with regard to the Chairman of the Board of Statutory Auditors Lorenzo Pozza and the standing auditor Gabriele Villa – who, following today's confirmation, exceed nine financial years in office as standing auditors of the Company – the Board of Statutory Auditors considered that the non-application of the maximum tenure requirement indicated by the Corporate Governance Code does not affect their independence. Such requirement was therefore deemed to be met, also taking into account their previous conduct in office, their professional and academic standing, as well as their ethical and personal qualities.
Appointment of Anne Chesnot to the Control, Risk and Sustainability Committee
The Board of Directors also appointed Anne Chesnot as member of the Control, Risk and Sustainability Committee, replacing Béatrice Bigois, who stepped down from the Committee while remaining a director of the Company.
Merger by incorporation into Edison of Edison International Spa and Edison International Shareholdings Spa
Lastly, the Board of Directors approved the merger by incorporation into Edison Spa of the subsidiaries Edison International Spa and Edison International Shareholdings Spa, as the reasons for maintaining the two legal entities no longer apply. The documentation relating to the transaction, as required by applicable regulations, will be made available to shareholders and to the public in accordance with the applicable legal requirements.
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