Edison: put option removed from Edison s.p.a. euro 600,000,000 6.375% notes due july 2007

Public disclosure required by Consob Resolution No. 11971 of May 14, 1999, as amended. More than 90% of Edison noteholders attending the meeting vote in favour. Capital markets provide further confirmation of their confidence in the Group’s financial strength.

Milan, February 20, 2004 - The meeting of Edison noteholders, duly convened today on a third call at the Company’s headquarters at Foro Buonaparte, passed an extraordinary resolution amending certain provisions in the terms and conditions of the Edison S.p.A. Euro 600,000,000 6.375% Notes due July 2007. The resolution was passed by a vote in favour of over 90% of noteholders attending the meeting, representing 51% of the principal amount of the Notes. The amendment provides for the removal of the put option from the terms and conditions of the Notes (which formed part of the new provisions added in December 2001) against a one-off payment representing 0.35% of the principal amount of each Note and a partial amendment to the formula used to calculate the interest payable on the Notes, designed to shield Noteholders from the impact of any rating improvements from BBB- to BBB for S&P and from Baa3 to Baa2 for Moody’s. 
The passing of the extraordinary resolution will allow for a further improvement in Edison’s credit quality (as it eliminates the only rating trigger that existed in its borrowing structure) and underscores once again the confidence of the financial markets in the strength of the Group’s financial position, which no longer justifies the use of such credit protection measures. 

The one-off payment of 0.35% of the outstanding principal amount of the Notes will be made on February 27, 2004.