Election of one Director 2023

Legitimate entitlement to present nominations; terms and conditions.

Shareholders are entitled to submit nominations for the election of one Director until Friday, March 24, 2023.

Nominations, signed by the nominating shareholder, must be submitted to the Company:

to the certified e-mail address:


by sending them to the address:

Edison Spa  
Ref. "Corporate Affairs & Governance - Nominations of Directors at the Ordinary Shareholders' Meeting of Edison SpA 2023"  
Foro Buonaparte, 31, 20121 MILAN - Italy

The submission of nominations must be accompanied by 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 shares in his or her favor on the date of the submission of nominations.

Any registrations made on the accounts of the presenting shareholder after the day of the submission of nominations shall be irrelevant for the purposes of eligibility to exercise the right.

The composition of the Board of Directors must be in accordance with the criteria indicated by the provisions on gender balance; in this regard, it should be noted that, in the current composition, there are 4 women and 6 men on the Board and therefore the 2/5 criterion provided for by the applicable regulations is met.

Candidates should meet the requirements of the law and relevant regulatory standards. It is suggested that the additional diversity criteria recommended by the Corporate Governance Code also be taken into consideration.

Along with the nominations should 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 that he/she meets the integrity requirements of the applicable regulations and the Bylaws;
  • an affidavit attesting that he/she meets in case the independence requirements of Article 148, Section 3, of the TUF, as referring to Article 147-ter, section 4 of the TUF, and of Recommendation 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.

Shareholders are asked to also send their proposals to the Company in advance of the specified date so that the market can be adequately informed.

Any changes in the disclosed data that occur up to the actual day 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 nominations 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 one Director, 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).

2023 Ordinary Shareholders’ Meeting

Milan, April 5, 2023