Legitimate entitlement to attend the Shareholders’ Meeting
Those who, based on the information of the intermediary, are holders of voting rights at the end of the accounting day of the seven stock market trading day before to the date set for the Shareholders’ Meeting on first call, and therefore, at the end of Tuesday, March 30 2021 (Record Date), are entitled to take part in the Shareholders’ Meeting, and to exercise voting rights, exclusively on the basis of conferral of the appropriate proxy or proxy/sub-proxy to the appointed representative (Computershare S.p.A.), as specified below.
Those who are only holders of the right to vote after the Record Date are not entitled to take part and vote at the Shareholders’ Meeting, while any transfer of shares after the Record Date has no effect for the legitimate entitlement to attend and vote.
The legitimate entitlement to attend and vote is certified by a communication sent by the intermediary, in favour of the person holding the voting right, in compliance with his accounting records which prove that the shares were deposited in the party’s account at the end of the date indicated above. The communication must be sent in compliance with the applicable legislation, by the start of the proceedings of the Shareholders’ Meeting on single call and without prejudice to the principle according to which participation and voting at the Shareholders’ Meeting can take place exclusively through conferral of the appropriate proxy and/or proxy/sub-proxy to the appointed representative (Computershare S.p.A.).
Partecipation and Voting by proxy via the Appointed Representative by Edison S.p.a.
In order to reduce the risks stemming from the COVID-19 health emergency, attendance at the Shareholders’ Meeting can only take place through the representative appointed by the Company pursuant to Article 135-undieces of Legislative Decree no. 58/1998 and subsequent amendments (“TUF”) (hereinafter the “Appointed Representative”), as permitted by Article 3, paragraph 6, of Decree Law no. 183 of December 31, 2020, converted into Law no. 21 of February 26, 2021 which extended the provision set forth in Article 106, paragraph 4, of Decree Law no. 18 of March 17, 2020, converted into Law no. 27 of April 24, 2020. For this Shareholders’ Meeting, the Company identified Computershare S.p.A.as the Appointed Representative.
The proxy to the Appointed Representative can be conferred:
- pursuant to Article 135-undecies of the TUF, directly by the person holding the voting right (the “Proxy 135-undecies”), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy Form 135-undecies”;
- or, in derogation of Article 135-undecies, paragraph 4 of the TUF, by the person holding the voting right or the person delegated by the latter pursuant to Article 135-novies of the TUF (the “Proxy/Sub-proxy 135-novies”), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy/Sub-proxy Form 135-novies”
(hereinafter the Proxy 135-undecies and the Proxy/Sub-proxy 135-novies, together, the “Proxy to the Appointed Representative” and the Proxy Form 135-undecies and the Proxy/Sub-proxy Form 135-novies, together, the “Proxy Form to the Appointed Representative”).
The conferral of the Proxy to the Appointed Representative does not involve expenses, with the exception of transmission or shipping expenses.
The Proxy Forms to the Appointed Representative can be obtained: