Enel S.p.A. (“Enel” or the “Company”) informs that, upon expiry of the deadline of April 17th, 2023, three slates of candidates for the office of Director of the Company have been filed, in view of the renewal of the Board of Directors due to expiry of its term put on the agenda at the ordinary Shareholders’ Meeting convened for May 10th, 2023 in a single call.
Specifically, a first slate has been filed by the Italian Ministry of Economy and Finance, which owns approximately 23.585% of Enel’s share capital. A second slate has been filed by a group of mutual funds and other institutional investors ([1]), owning overall about 1.860% of Enel’s share capital and a third slate has been filed by Covalis Capital LLP and Covalis (Gibraltar) Ltd. as managers of five investment funds (2), owning overall about 0.641% of Enel’s share capital.
The slate filed by the Italian Ministry of Economy and Finance is composed of the following candidates:
1. Fiammetta Salmoni (*);
2. Paolo Scaroni;
3. Flavio Cattaneo;
4. Johanna Arbib (*);
5. Alessandro Zehentner (*);
6. Olga Cuccurullo.
(*) Candidate who declared to hold the independence requirements provided for by both the law (articles 147-ter, paragraph 4 and 148, paragraph 3 of the Consolidated Financial Act) and the Recommendation n. 7 of the Italian Corporate Governance Code (January 2020 edition).
The slate filed by the abovementioned group of mutual funds and other institutional investors is composed of the following candidates:
1. Dario Frigerio (*);
2. Alessandra Stabilini (*);
3. Mario Corsi (*).
(*) Candidate who declared to hold the independence requirements provided for by both the law (articles 147-ter, paragraph 4 and 148, paragraph 3 of the Consolidated Financial Act) and the Recommendation n. 7 of the Italian Corporate Governance Code (January 2020 edition).
The slate filed by Covalis Capital LLP and Covalis (Gibraltar) Ltd. is composed of the following candidates:
1. Marco Mazzucchelli (*);
2. Leilani C. Latimer (*);
3. Francesco Galietti (*);
4. Monique Sasson (*);
5. Paulina Beato Blanco (*);
6. Daniel Lacalle Fernandez (*).
(*) Candidate who declared to hold the independence requirements provided for by both the law (articles 147-ter, paragraph 4 and 148, paragraph 3 of the Consolidated Financial Act) and the Recommendation n. 7 of the Italian Corporate Governance Code (January 2020 edition).
The abovementioned slates and the relevant accompanying documentation will be made available to the public by April 19th, 2023 at the Company’s registered office, on its website (www.enel.com), as well as on the authorized storage mechanism “eMarket Storage” (www.emarketstorage.com).
With reference to the further items on the agenda of the abovementioned Enel’s Shareholders’ Meeting concerning the renewal of the Board of Directors, the shareholder Italian Ministry of Economy and Finance, while filing its slate of candidates for the office of Director of the Company, has furthermore expressed its intention:
– to endorse the proposal of the outgoing Board of Directors that the new Board of Directors shall be composed of 9 members (fourth item on the agenda);
– to endorse the proposal of the outgoing Board of Directors to set the term of the new Board of Directors in 3 accounting periods (2023, 2024, 2025), until the Shareholders’ Meeting that will be convened for the approval of the financial statements for the year 2025 (fifth item on the agenda);
– to propose the appointment of the candidate Paolo Scaroni as Chair of the new Board of Directors (seventh item on the agenda);
– to endorse the proposal of the outgoing Board of Directors to confirm in Euro 80,000 gross per year the remuneration for each member of the new Board of Directors, in addition to the reimbursement of the expenses incurred in relation to their office, recommending for the Chair a remuneration of Euro 90,000 gross per year (eighth item on the agenda).
At last, with reference to the seventh item on the agenda of the abovementioned Enel’s Shareholders’ Meeting, Covalis Capital LLP and Covalis (Gibraltar) Ltd. have expressed, while filing the slate of candidates for the office of Director of the Company, the intention to propose the appointment of the candidate Marco Mazzucchelli as Chair of the new Board of Directors.
([1]) These are: Aberdeen Standard Fund Managers Limited; Allianz Global Investors; Amundi Asset Management SGR S.p.A.; Anima SGR S.p.A.; APG Asset Management N.V.; Arca Fondi SGR S.p.A.; AXA Investment Managers Paris; BancoPosta Fondi S.p.A. SGR; BNP Paribas Asset Management; Epsilon SGR S.p.A.; Eurizon Capital SGR S.p.A.; Eurizon Capital S.A.; Fidelity Funds; Fideuram Asset Management Ireland; Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A.; Interfund SICAV; Fondo Pensione BCC/CRA; Generali Investments Partners S.p.A. SGR; Kairos Partners SGR S.p.A.; Legal & General Assurance (Pensions Management) Limited; Mediobanca SICAV; Mediobanca SGR S.p.A.; Mediolanum Gestione Fondi SGR S.p.A.; Mediolanum International Funds Limited.
(2) These are: Covalis Capital Enhanced Master Fund Ltd; Covalis Capital Master Fund Ltd; Covalis Capital Strategic Opportunities Master Fund SPC; Covalis Capital Tactical Opportunities Master Fund Ltd; Astra SICAV SIF – Covalis Capital Energy Fund.
Source link: https://www.enel.com/
