Election of the Board of Directors 2022

Legitimate entitlement to present nominations and other proposals

Nominations and other proposals for the appointment of the Board of Directors must be submitted by the shareholders who hold voting rights.

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).

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).

Considering that the procedure of voting nominations will not concern single candidates, but all the members to be elected as a whole, the proposals for the appointment of the Board of Directors must indicate the entire composition of the Board of Directors, and therefore they must contain a number of nominations between five and thirteen.

 

Terms and methods for presenting candidates

The proposals, signed by the shareholder, must be presented to the Company, by Wednesday March 23, 2022, through:

Raccomandata

By sending them to the address:

Edison Spa
Ref. Corporate Affairs & Governance - “Candidature Assemblea Edison SpA 31 marzo 2022”
Foro Buonaparte, 31, 20121 Milan (MI) – Italy

Mail

Via certified e-mail to the address:

assemblea.azionisti@pec.edison.it

Filings of proposals must be accompanied by the personal data of the requesting shareholder (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, along with the communication of the intermediary attesting to ownership of the investment on the date of the request.

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.

Together with the nominations, the following documents shall be filed for each candidate:

  • an affidavit stating that he/she accepts the nomination and will accept the post if elected;
  • 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 and that he/she has the qualifications required for this post pursuant to the relevant regulations and the Bylaws;
  • an affidavit attesting that he/she meets the integrity requirements of the applicable regulations and the Bylaws;
  • 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
  • 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.

The Shareholders are asked to accompany their nominations with a comment regarding the diversity policies pursued.

The Company invites its Shareholders to ensure that their nominations are received by the Company in due time prior to the date specified above, so as to provide adequate disclosure to the market.

As soon as they become available, and in any case by Friday March 25, 2022, nominations for appointment and any additional proposal for the election of the Board of Directors will be made available to the public at the Company’s main office and on this website at this link, and on the authorized storage mechanism “eMarket-Storage” (www.emarketstorage.com) so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions.

Any change to the data communicated which should occur up until the date the Shareholders’ Meeting is actually held must be promptly communicated to the Company.

For further information about the criteria in terms of the composition of the Board of Directors and the number of posts compliant with the office, please refer to the report of the Board of Directors, available to the public at the Company’s registered office, on this website at this link and in the authorised storage mechanism “eMarket-Storage” (www.emarketstorage.com).

In the event of proposals for resolutions for the election of the Board of Directors submitted by Shareholders, these proposals will be submitted to a vote starting from the proposal who represent the largest percentage of share capital. Only if the proposal put to a vote is rejected, the next proposal in order of amount of capital represented will be put to a vote.

2022 Ordinary Shareholders’ Meeting

Milan, March 31, 2022