The Shareholders' Meeting is the body that expresses the will of the shareholders through its resolutions. Resolutions passed in accordance with the law and the articles of association are binding on all shareholders, including absent or dissenting ones, allowing for the right of withdrawal where permitted.
The Shareholders' Meeting resolves on matters reserved to it by law; primarily, in the ordinary session, it resolves on the balance sheet and the allocation of the year's results, and appoints and dismisses the company’s directors, auditors and audit company, while in the extraordinary session, it resolves on amendments to the articles of association, such as changes to the share capital and the issuing of convertible bonds.
As permitted by law, Edison's Shareholders' Meeting has decided to entrust the Board of Directors with certain powers specifically listed in the Bylaws (e.g. reduction of share capital in the event of shareholder withdrawal, establishment or suppression of branch offices of the Company). The constitution and validity of the resolutions of the Shareholders' Meeting, whether in ordinary or extraordinary session, are governed by the provisions of the law.
In addition to the Shareholders' Meeting, there is also a special meeting of holders of Edison savings shares.
The special meeting of holders of savings shares is competent for the appointment and revocation of their common representative and liability actions against him, approval of resolutions of the Shareholders' Meeting affecting the rights of their category, resolutions regarding the establishment of a fund for expenses necessary for the protection of common interests, settlement of any disputes with the Company, and any further matters and/or subjects of common interest. The special Shareholders’ Meeting is also governed by the applicable legal provisions and, insofar as they are compatible, by the provisions of the bylaws applicable to the shareholders' meeting.
