Edison: Shareholders’ Meeting approves the separate financial statements and elects a new Board of Directors

Milan, April 2, 2019 - The Edison Shareholders’ Meeting, which met today at the registered office at Foro Buonaparte, elected the new Board of Directors, keeping the number of members (nine) unchanged.

At the proposal of the controlling shareholder, TDE, the following were confirmed: Jean-Bernard Lévy, also appointed as Chairman, Marc Benayoun, Sylvie Jehanno, Béatrice Bigois, Nicole Verdier-Naves  and independent directors, Paolo di Benedetto and Nathalie Tocci. New directors were appointed Xavier Girre and, amongst the independent directors, Fabio Gallia who, like Paolo Di Benedetto and Nathalie Tocci is qualified as independent pursuant to Legislative Decree 58/1998 (TUF) and the Corporate Governance Code of Borsa Italiana Spa, adopted by the Company. The Board of Directors will remain in office for three financial years, and therefore until the Shareholders’ Meeting held for the approval of the financial statements as at December 31, 2021.

The Directors’ CVs are available online at www.edison.it.

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. As usual, the remuneration for board members from EDF will be paid directly to the applicable company.

The Shareholders’ Meeting then approved the 2018 financial statements of the parent company Edison Spa, which closed with a return to profit of 55 million euros, compared to a loss of 184 million euros last year.  Therefore, the profit was retained, with the prior allocation of 5% to the legal reserve. As already mentioned on 14 February 2019, the savings shareholders will not be assigned any preference dividend and so, not even to the ordinary shareholders, as the reserves set forth in the approved 2018 financial statements are not sufficient to fully cover losses from past years. As a result, the savings shareholders have definitively lost the right to the preference dividend relating to the year 2014, which until this point has not been paid. Please note that for this reason, they were given the right to convert their shares into savings shares; a right that needs to be exercised in the period 15 February-1 April 2019 and the effectiveness of which was subject to the approval of the financial statements by shareholders’ meeting. The results of the conversions will be made known in the next days and the common shares arising from the exercise of that right will be made available on 5 April 2019.  In turn, the Edison Group closed 2018 with a return to profit of 54 million euros and an increase in sales revenues of 4.3% to 9,159 million euros, bearing witness to the effectiveness of the strategic decisions made in recent years.

The Shareholders’ Meeting also voted in favour of Section One of the Compensation Report.

Please note that the minutes of the Shareholders’ Meeting will be made available to the public with the methods and timing set forth in current legislation.

The results of the votes are listed below:

 

Agenda item Shares represented in the Shareholders’ Meeting and for which a vote was cast % of total share capital with voting rights Number of Shares in Favour Number of Shares Against Number of Shares Abstaining
Item 1. on the agenda
(Financial Statements at December 31, 2018)
5,241,614,573 99.52 5,241,587,993 25,080 1,500
Item 2. on the agenda
(Allocation of net profit of the year 2018)
5,241,614,573 99.52 5,241,587,993 25,080 1,500
Item 3. on the agenda
(Consultation on “Section One” of the Compensation Report)
5,241,614,573 99.52 5,241,599,493 - 15,080
Item 4. on the agenda
(Determination of the number of Directors)
5,241,614,573 99.52 5,241,599,493 - 15,080
Item 5. on the agenda
(Appointment of the Board of Directors)
5,241,614,573 99.52 5,293,730,049 1.598,552 285,972
Item 6. on the agenda
(Appointment of the Chairman of the Board of Directors)
5,241,614,573 99.52 5,293,730,049 1.598,552 285,972
Item 7. on the agenda
(Determination of the term of office of the Directors)
5,241,614,573 99.52 5,241,587,993 3,630 22,950
Item 8. on the agenda
(Determination of the compensation of the Board of Directors)
5,241,614,573 99.52 5,239,890,421 1,429,100 295,052

***

Public disclosure requirements under CONSOB Resolution no. 11971 of May 14, 1999, as amended.

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