Edison: Shareholders’ Meeting approves the financial statements 2021 and elects a new Board of Directors. Nicola Monti is confirmed CEO

Milan, March 31, 2022 – The Edison Shareholders' Meeting approved the 2021 financial statements of the parent company Edison Spa, which closed with revenues of 9,797 million euros compared to 4,432 million euros in 2020, a return to profit of 721 million euros (following the loss of 68 million euros in 2020), and resolved the distribution of a unit dividend of 0.285 euros for each savings share and a unit dividend of 0.055 euros for each ordinary share. These amounts are gross of legal withholdings.

Saving shares will receive, as required by the Bylaws, the dividend not paid in the previous four financial years and, for the 2021 preferred dividend, a 3% increase compared to the dividend of the ordinary shares.

The dividend for both saving shares (coupon no. 9) and ordinary shares (coupon no. 8) is expected to be paid on Wednesday 27 April 2022, with coupon detachment on Monday 25 April 2022 and record date Tuesday 26 April 2022.

The Shareholders' Meeting then approved the Compensation Report.

The Edison Shareholders’ Meeting elected the Board of Directors, increasing the number of members from nine to ten. At the proposal of the controlling shareholder, Transalpina di Energia, the following were confirmed: Marc Benayoun, also appointed as Chairman, Béatrice Bigois, Paolo Di Benedetto, Fabio Gallia, Angela Gamba, Xavier Girre, Jean-Bernard Lévy, Nicola Monti and Florence Schreiber. Nelly Recrosio joined the Board.The Board of Directors will remain in office for three financial years, and therefore until the Shareholders’ Meeting for the approval of the financial statements at December 31, 2024.

The Shareholders’ Meeting also set the gross annual compensation of each Director at 50,000 euros, plus a gross attendance fee of 1,800 euros for each Board of Directors meeting in which the Director participates.

In the meeting of the Board of Directors, held after the Shareholders' Meeting, Nicola Monti was confirmed as CEO.

On the basis of the statements provided upon appointment by the three Directors Paolo Di Benedetto, Fabio Gallia, and Angela Gamba, the Board of Directors confirmed that they met the independence requirements pursuant to Legislative Decree 58/1998 (TUF) and of the Corporate Governance Code, adopted by the Company.

Regarding the situation of Paolo Di Benedetto that, as a result of today’s confirmation as Edison’s administrator, will exceed the period of uninterrupted office for nine exercises, the Board of Directors assessed that the disapplication of the requirement of maximum tenure doesn’t compromise its independence requirement considering its ethical and professional qualities and its standing; its competence, deep knowledge and experience developed in Edison, as well as its past office also as member of Board Committee and relative autonomy and objectivity of judgment.

These checks and their outcomes were verified by the Board of Statutory Auditors.

The Board of Directors also re-elected the Board Committees, appointing respectively: i) for the Control and Risk Committee: Fabio Gallia (Chairman and Independent Director), Paolo Di Benedetto (Independent Director) and Beatrice Bigois; ii) for the Compensation Committee: Paolo di Benedetto (Chairman and Independent Director), Angela Gamba (Independent Director) and Florence Schreiber; iii) for the Related Parties transactions Committee: Paolo Di Benedetto, and Fabio Gallia and Angela Gamba.

All directors declared that they did not hold Edison shares at the date of appointment.

The Directors’ CVs are available online 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 results of the votes are listed below:

 

Item 1. on the Agenda
(Financial Statements at December 31, 2021)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 2. on the Agenda
(Determinations concerning the allocation of the year’s profit)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 3. on the Agenda
("Section One" - Compensation policy regarding the period 2021-2022. Approval)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 4. on the Agenda
("Section Two" - Compensation paid in 2021. Advisory vote)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 5. on the Agenda
(Determination of the number of Directors)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 6. on the Agenda
(Appointment of the Board of Directors)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.401.953 99,993593 99,499511
Against 105.399 0,002289 0,002278
Abstaining 189.563 0,004118 0,004097
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 7. on the Agenda
(Appointment of the Chairman of the Board of Directors)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.401.953 99,993593 99,499511
Against 105.399 0,002289 0,002278
Abstaining 189.563 0,004118 0,004097
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 8. on the Agenda
(Determination of the term of office of the Directors)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.470.395 99,995080 99,500990
Against 105.399 0,002289 0,002278
Abstaining 121.121 0,002631 0,002618
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887

 

Item 9. on the Agenda
(Determination of the compensation of the Board of Directors)

  Number of shares % of shares represented at the Shareholder’s Meeting % of category’s capital
In favor 4.603.401.953 99,993593 99,499511
Against 105.399 0,002289 0,002278
Abstaining 189.563 0,004118 0,004097
Not Voters 0 0,000000 0,000000
Number of shares represented at the Shareholders’ Meeting 4.603.696.915 100,000000 99,505887
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