1) Addition to the agenda or presentation of proposal resolution on items already on the agenda pursuant to art. 126-bis, paragraph 1 of the TUF
Pursuant to Article 126-bis of Legislative Decree 58/98 (“TUF”), holders of savings shares who, including jointly, represent at least one fortieth of the share capital represented by shares of this class may request, within 10 days of publication of the call notice, and therefore by Monday March 22, 2021 additions, to the list of items to be discussed or submit resolutions proposal on matters already on the agenda, specifying in the request the additional topics or the resolutions proposals they are submitting.
The requests, to be submitted in writing, must be accompanied by the personal data of the requesting shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Common Representative of the savings shareholders, along with the communication of the intermediary attesting to ownership of the investment on the date of the request:
Requesting shareholders must also send the Common Representative, of the savings shareholders, with the same methods and within the same term of Monday March 22, 2021, a report indicating the justification of the resolution proposals on the matters for which discussion is proposed, or the justification relating to the resolution proposals submitted on matters already on the agenda.
Any additions to the agenda or the submission of resolution proposals on matters already on the agenda will be disclosed at least fifteen days before the date scheduled for the Shareholders’ Meeting on first call (or by Sunday, March 28, 2021), in the same forms as those set forth for the publication of the notice of call . At the same time, the reports prepared by those requesting an addition and/or additional resolution proposals submitted will be made available to the public in at the registered office, on the Company's website at https://www.edison.it/en/special-shareholders-meeting-2021 and on the the authorized storage mechanism "eMarket Storage" (www.emarketstorage.com), accompanied by any assessments of the Common Representative of the savings shareholders
2) Submission of resolution proposals on matters already on the agenda pursuant to Art. 126-bis, paragraph 1, second-to-last sentence, of the TUF
Considering the fact that participation in the Shareholders’ Meeting is permitted exclusively through the Appointed Representative, with reference to this Shareholders’ Meeting, those with voting rights may individually submit, pursuant to Art. 126-bis, paragraph 1, second-to-last sentence of the TUF, resolution proposals on the matters on the agenda by Tuesday, March 30, 2021 (Record Date).
The proposals, to be submitted in writing, must be accompanied by the personal data of the proposing shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Common Representative of Savings Shareholders, along with the communication of the intermediary attesting to ownership of the equity investment on the Record Date:
Any resolution proposals on matters already on the agenda shall be announced by Thursday, April 1, 2021 via publication on the Company’s website (https://www.edison.it/en/special-shareholders-meeting-2021), so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions. Savings shareholders are in any event asked to ensure that their proposals are received by the Common Representative of Savings Shareholders in due time prior to the date specified above, so as to provide prompt disclosure to the market.
3) Proposals for the appointment of the Common Representative of Savings Shareholders
In addition to what is set forth above in points 1 and 2, the submission of a proposal for nomination to the office of Common Representative of Savings Shareholders must be accompanied by:
- a) information that allows for the identification of the candidate;
- b) the declaration of acceptance of the nomination and any appointment;
- c) the CV containing an exhaustive disclosure on the personal and professional characteristics of the candidate, including the offices held in other listed companies;
- d) the statement that he/she meets the eligibility requirements laid out by Art. 2417 of the Italian Civil Code, as referenced in Art. 147 of the TUF, and that there are no causes for his/her ineligibility for, or removal from, the office.
As soon as they are available, the nominations, as well as the proposals concerning the term of office and the compensation of the Common Representative of Savings Shareholders, shall be made available to the public according to the methods laid out in points 1 and 2, respectively.