Governing related-party transactions

The Company’s Board of Directors, acting further to a favorable opinion issued by a special committee of Directors comprised exclusively of Independent Directors, approved this Procedure. Pursuant to Article 2391-bis of the Italian Civil Code, Article 4 of Consob Regulation No. 17221 of March 12, 2010, as amended by Resolution No. 17389 of June 23, 2010, Consob Communication No. 78683 of September 24, 2010 and the Corporate Governance Code of Borsa Italiana Spa.

To satisfy this requirement, the Company produced this General Regulation, which defines procedures that, taking into account the specific organization and governance of the Edison Group, are suitable for the purpose of integrating and completing the rules set forth in the Consob Regulations.