COMMITTEES

In December 2002, upon the listing of its shares on the Online Stock Market and consistent with the Code’s recommendations, the Company established within the framework of its Board of Directors an Audit Committee and a Compensation Committee. A Strategy Committee followed in May 2003. The Governance Agreements call for the continued use of these Committees, specifying that each Committee must have four members, two appointed by EDF/WGRM and two appointed by Delmi. On January 1, 2011, these committees were joined by a Committee of Independent Directors, established pursuant to the Consob regulation governing related-party transactions.

Edison has no Appointments Committee.

The Code’s requirement that the independent Directors constitute a majority of members of the Audit Committee and the Compensation Committee was complied with only with respect to the latter. This decision is consistent with the provisions of the Governance Agreements that apply to the designation of members of the Committees of the Board of Directors.

A broad outline of the powers attributed to each Committee (except for the Committee of Independent Directors) is defined in the Governance Agreements. They were later specified and formally established by the Board of Directors at meetings held on May 13, 2008 and July 25, 2008, making them consistent-insofar as the Compensation Committee and the Audit Committee are concernedwith the Code’s guidelines.

Each Committee has its internal operating rules, which were submitted to the Board of Directors for approval, can hold meetings trough audio/videoconferencing and relies on the support of the appropriate corporate department. A Secretary of the Committee must draw up minutes of each Committee meeting. Each Committee must provide regular reports to the Board of Directors on the work performe.