Covalis Capital Issues Letter to Enel Shareholders
Dear fellow Enel Shareholders,
Given the numerous requests for clarifications we have received around the matter, and the complexity arising from the ‘voto di lista’ system applicable in this AGM, we would like to clarify the following for the benefit of all shareholders:
- Covalis (or Slate 3, filed by Covalis Capital LLP) has presented a slate of 6 candidates (all qualifying as independent directors) for your consideration on the upcoming AGM on May 10th. Separate to the slate, Covalis has designated Mr. Marco Mazzucchelli (Item 7.b or 7.2 of the AGM) as candidate Chair (Independent pursuant to the law and the Italian Corporate Governance Code). As things stand, Mr. Mazzucchelli is the only candidate Chair presented as independent . In fact, neither the Italian government nor Assogestioni – the other two proponents of slates of board candidates – have included in their respective slate a candidate Chair indicated as independent.
- Please note that (i) the vote for the slate is separate from the vote for Chair, and that (ii) Investors will first vote for slates, and depending on the outcome of the vote, the new board of directors will be formed. Investors can find all the information on the presented slates on Enel’s website*. In this regard investors should refer to the company bylaws** for additional detail, but in practical terms, for this AGM, and considering the proposed number of board members and slates presented, the slate most voted for will see all its members appointed, while the remaining members will be drawn from the other slates.
- Once the board is elected, and only then, investors can vote for the Chair among the elected board members.
Should investors want to vote for Mr. Marco Mazzucchelli as Chair, he first needs to be elected to the board, according to the election procedure, otherwise he is not eligible as a candidate for Chair.
In light of the foregoing, voting for the Assogestioni slate, (or Slate 2 list presented by Group of Institutional Investors representing 1.86% of the share capital) which is drawn as a minority slate without including a candidate Chair, depending on the result of the vote, may have the consequence of failing to appoint to the Board of Directors the only Chair candidate presented as independent and hence making him not eligible to become Chair, an undesirable outcome, in Covalis’ view.
At Covalis, we firmly believe that investors who truly value the importance of having a forward-looking Independent Board, that is diverse, plural and global, reflecting the character of Enel and its shareholder base, should vote for both our slate and a Chair of the calibre and reputation of Mr. Mazzucchelli.
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Enrico Lo Giudice, email@example.com
Covalis Capital, 5th Flr, 52 Conduit St, London W1S 2YX
P: +44 (0)20 3540 6850
Patrick McHugh / Christian Jacques
Okapi Partners LLC
T: + 1 212 297-0720
T: +44 7597 370570
Media Contacts Italy
Giovanni Sanfelice, firstname.lastname@example.org
Benedetta Barelli, email@example.com
Media Contacts UK
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Alessandro Rubin, Alessandro.email@example.com
M: +44 7471 972492
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