Edison: Shareholders’ Meeting approves the financial statements 2022, appoints the Board of Statutory auditors by confirming its members

Unit dividend of 0.052 euros per each savings share and of 0.022 euros per each ordinary share.

Approved the report on the remuneration policy and remuneration paid.

Luc Rèmont confirmed as Director.

Milan, April 5, 2023 – Edison Shareholders' Meeting1 approved the 2022 financial statements of the parent company Edison S.p.A., which closed with revenues of 28,917 million euros (9,797 million euros in 2021) and a profit of approximately 263 million euros (721 million euros in 2021), and resolved the distribution of a unit dividend of 0.052 euros per each savings share and a unit dividend of 0.022 euros per each ordinary share. These amounts are gross of legal withholdings.

The amount of the dividend per each savings shares takes into account that pursuant to the Company’s by-laws to these shares is allocated a preferred dividend that is greater than the dividend recognized to the ordinary shares by 3%.

The dividend for both saving shares (coupon no. 10) and ordinary shares (coupon no. 9) shall be paid on Wednesday 26 April 2023, with coupon detachment on Monday 24 April 2023 and record date on Tuesday 25 April 2023.

The Edison Shareholders' Meeting approved the First Section and voted in favor of the Second Section of the 2022 Remuneration Report.

The Shareholders’ Meeting then confirmed Luc Rémont, already co-opted as Director by the Board of Directors on 7 December 2022, as Director who will remain in office until the natural expiry of the current board and, therefore, until the Shareholders’ Meeting called for the 2024 financial statements approval.

Luc Rémont declared to not hold Edison shares as of the date of his appointment. His curriculum vitae is available on the Company website www.edison.it.

Lastly, the Shareholders’ Meeting appointed the Board of Statutory Auditors, confirming as effective auditors Serenella Rossi, also as Chairman, Lorenzo Pozza and Gabriele Villa, and as alternate auditors Silvano Corbella, Luigi Migliavacca and Patrizia Albano, by also establishing their remuneration. The Board of Statutory Auditors will remain in office for three financial years, and therefore until the Shareholders' Meeting for the approval of the financial statements for the year ending December 31, 2025. Their curricula vitae are available on the Company website www.edison.it.

The proposals regarding the corporate bodies were submitted exclusively by the majority shareholder Transalpina di Energia S.p.A. (99.473%) and voted by the majority of the shareholders attending the meeting.

Edison Board of Directors, convened after the Shareholders’ Meeting, acknowledged the positive outcome of the evaluations performed by the Board of Statutory Auditors for its members regarding the possession of the independence requirement and the other requirements under the law and, with the necessary adjustments, by the Corporate Governance Code. In particular, with regard to the Chairman of the Board of Statutory Auditors – who, as a result of today's confirmation, exceeds the period of nine years in office as a statutory auditor of the Company – the Board of Statutory Auditors considered that the disapplication of the maximum tenure requirement indicated by the Corporate Governance Code does not affect the Chairman's independence requirement, which, therefore, was evaluated fulfilled taking into consideration her past performance in her role and, among other things, her professional and academic standing as well as her ethical and personal qualities.

The minutes of the Shareholders’ Meeting will be available to the public with the methods and timings provided for by law.

Below are illustrated the results of the votes:

 

Item 1. on the Agenda 
(Financial Statements at December 31, 2022)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.609.937				99,995630				99,504007
Against	2.784				0,000060				0,000060
Abstaining	198.388				0,004309				0,004288
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 2. on the Agenda
(Determinations concerning the allocation of the year’s profit)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.609.937				99,995630				99,504007
Against	2.784				0,000060				0,000060
Abstaining	198.388				0,004309				0,004288
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 3. on the Agenda
(“Section One” - Compensation policy regarding the period 2022-2023. Approval.)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.609.937				99,995630				99,504007
Against	2.784				0,000060				0,000060
Abstaining	198.388				0,004309				0,004288
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 4. on the Agenda
(“Section Two” - Compensation paid in 2022. Advisory vote)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.609.937				99,995630				99,504007
Against	2.784				0,000060				0,000060
Abstaining	198.388				0,004309				0,004288
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 5. on the Agenda
(Election of one Director)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.401.953				99,991113				99,499511
Against	2.784				0,000060				0,000060
Abstaining	406.372				0,008827				0,008783
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 6. on the Agenda
(Election of the Board of Statutory Auditors)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.401.953				99,991113				99,499511
Against	2.784				0,000060				0,000060
Abstaining	406.372				0,008827				0,008783
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 7. on the Agenda
(Election of the Chairman of the Board of Statutory Auditors)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.401.953				99,991113				99,499511
Against	2.784				0,000060				0,000060
Abstaining	406.372				0,008827				0,008783
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355

 

Item 8. on the Agenda
(Determination of the compensation of the Chairman of the Board of Statutory Auditors and Standing Auditors)

				Number of shares				% of shares represented at the Shareholders’ Meeting				% of category’s capital
In favor	4.603.401.953				99,991113				99,499511
Against	2.784				0,000060				0,000060
Abstaining	406.372				0,008827				0,008783
Not Voters	0				0,000000				0,000000
Number of shares represented at the Shareholders’ Meeting	4.603.811.109				100,000000				99,508355