The submission of proposals must be accompanied by the information enabling the identification of the person proposing them and the communication made by the authorized intermediaries, in accordance with applicable regulations, proving the registration of the shares in his or her favor on the date of the submission of the proposals.
Any registrations made on the accounts of the presenting shareholder after the day of the submission of proposals shall be irrelevant for the purpose of entitlement to exercise the right.
The Board of Statutory Auditors is composed of 3 (three) standing auditors and 3 (three) alternate auditors.
On the subject of gender balance, the composition of the Board of Statutory Auditors must comply, separately with regard to both standing auditors and alternate auditors, with the criteria indicated in the relevant laws and regulations. In this regard, it is specified that, in cases - such as Edison's - of Boards of Statutory Auditors composed of three members, given the mathematical impossibility of applying the arithmetic criterion of two-fifths provided for the less representative gender, in the provisions of article 148, section 1-bis of Legislative Decree 58/1998, rounding off will have to be carried out by rounding down to the lower unit, as specified by Consob in its Communication No. 1/20 of January 30, 2020.
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 Statutory Auditors must refer to the entire composition of the Board of Statutory Auditors.
Those who already hold the maximum number of posts as members of an administrative or control body determined in accordance with applicable regulations, or who do not meet the requirements of independence, professionalism and honorability required by the relevant regulations and the Bylaws or for whom grounds for ineligibility or disqualification exist in accordance with the law or regulations, may not be candidates, and if elected as auditors, shall forfeit their office.
Together with the nominations must be attached 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 the possession of the requirements of independence, professionalism and honorability required by the applicable regulations and by the Bylaws;
- the eligibility to qualify as independent also based on the criteria provided, with the necessary adjustments, by the Corporate Governance Code with reference to directors;
- 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.
Shareholders are also invited to send the proposals to the Company in advance of the indicated date so that the market can be adequately informed.
Any changes in the disclosed data that occur up to the day of the actual holding of the Shareholders' Meeting must be promptly notified to the Company
As soon they become available, and in any case by Monday, March 27, 2023, the proposals will be made available to the public on the Company's website at https://www.edison.it/en/shareholders-meeting-april-2023, and at the authorized storage mechanism "eMarket Storage" (www.emarketstorage.com).
For further information about the election of the Board of Statutory Auditors, please refer to the Directors' Explanatory Report, available at the time of publication of the call notice at the Company's registered office and on the Company's website at https://www.edison.it/en/shareholders-meeting-april-2023, as well as on the authorized storage mechanism "eMarket Storage" (www.emarketstorage.com).
