ENEL - S.p.a.
Registered Office - 137 Viale Regina Margherita, Rome
Share Capital € 6,063,075,189 (Fully Paid In)
Tax I.D. and Companies' Register of Rome: n. 00811720580
R.E.A. of Rome n. 756032
VAT Code n. 00934061003
Notice of Ordinary and Extraordinary Shareholders' Meeting
An ordinary and an extraordinary meeting of the shareholders (together, the "Meetings") of ENEL S.p.a. ("ENEL") will be held at the Enel Conference Center at 125 Viale Regina Margherita, Rome at 11 a.m. on May 21, 2004 (first call) or, if necessary, at 11 a.m. on May 22, 2004 (second call) to discuss and resolve on the following
1. Financial statements of ENEL for the year ended December 31, 2003. Reports of the Board of Directors, the Board of Statutory Auditors and the External Auditors. Related resolutions. Presentation of the consolidated financial statements for the year ended December 31, 2003.
2. Allocation of the net income for the year and distribution of available reserves.
1. Harmonization of the Bylaws with the reform of corporate law (Legislative Decree n. 6 of January 17, 2003) and the new regulations regarding the "special powers" of the Italian government (under Law n. 474 of July 30, 1994) contained in article 4, paragraph 227, of Law n. 350 of December 24, 2003. Amendment of articles 2.1, 3.1, 4.3, 5.2, 5.6, 6.2, 7, 11.1, 12.1, 12.2, 13.1, 14.1, 14.3, 15.1, 16.1, 16.2, 16.3, 17.1, 17.2, 17.3, 17.4, 17.5, 19.1, 19.2, 20.1, 21.2, 22.1, 23, 24.1, 25.2, 26, 27.1, 28, 29.3, 30.1, 31.1, and 33.1 of the Bylaws. Abrogation of articles 2.2, 8, 9, 10, 11.2, 14.2, 16.4, 16.5 and 19.4 of the Bylaws. Consequent renumbering of the articles of the Bylaws.
2. Delegation to the Board of Directors of the power to increase the share capital in connection with the 2004 stock-option Plan by a maximum amount of 38,527,550 euros through the issue of ordinary shares reserved for executives of ENEL and/or subsidiaries thereof, to be assigned through an offer of subscription by payment and with the exclusion of preemptive rights, pursuant to the combined provisions of article 2441, last paragraph, of the Civil Code and article 134, paragraph 2, of Legislative Decree n. 58 of February 24, 1998. Inherent and consequent resolutions. Amendment of article 5 of the Bylaws.
3. Election of the Board of Statutory Auditors.
4. Determination of the compensation of the regular members of the Board of Statutory Auditors.
The items on the agenda will be considered in the order indicated above.
Shareholders who submit the required certification of share ownership, issued by an authorized securities dealer in accordance with applicable law, are entitled to participate in the Meetings.
The proposed financial statements of ENEL and the consolidated financial statements for the year ended December 31, 2003, together with the respective reports of the Board of Directors, have been at the public's disposal at the registered offices of ENEL and Borsa Italiana S.p.A. since March 30, 2004.
The Directors' reports regarding the items on the agenda, which are required under Italian law, will be made available to the public at the registered offices of ENEL and Borsa Italiana S.p.A. by May 6, 2004, and shareholders may request a copy thereof.
With regard to the election of the Board of Statutory Auditors, it should be noted that the amendment of the current article 28.2 of the Bylaws proposed to the Extraordinary Meeting by the Board of Directors provides that: a) all the members of the Board of Statutory Auditors shall be elected by voting for slates; b) two regular Auditors and an alternate Auditor shall be drawn from the slate obtaining the most votes, while the remaining regular Auditor and the remaining alternate Auditor shall be drawn from the other slates; and c) the first candidate of the slate that obtains the most votes shall be entitled to the chairmanship of the Board of Statutory Auditors. If the aforesaid proposal of the Board of Directors is approved by the Extraordinary Meeting, this electoral system will already apply to the election of the Board of Statutory Auditors on the agenda of the Ordinary Meeting.
Slates of candidates for the office of Statutory Auditor must be divided into two sections: one for candidates for the office of regular Statutory Auditor and the other for candidates for the office of alternate Statutory Auditor. The first candidate in each section must be a registered auditor and must have practiced the profession of legal auditor for a period of not less than three years.
Candidates for the office of Statutory Auditor must possess the requisites of honorableness and professionalism provided for, with regard to the statutory auditors of listed companies, by Decree n. 162 of March 30, 2000 of the Minister of Justice, as supplemented by the provisions of the current article 28.1 of the Bylaws; under the Bylaws such candidates may not, under pain of ineligibility, hold the office of regular statutory auditor in five or more companies not controlled by ENEL issuing securities in regulated markets.
Slates of candidates for the office of Statutory Auditor may be presented by shareholders who, alone or together with other shareholders, represent at least 1% of the share capital. The presentation, filing and publication of the slates must take place according to the procedures and by the deadlines provided for by the Bylaws. You are reminded in this regard that the Self-regulation Code of listed companies suggests that, together with the slates, exhaustive written information on the personal and professional characteristics of the candidates be filed.
In order to facilitate verification of their right to participate in the Meetings, shareholders and other persons entitled to vote may submit the documentation certifying said right to ENEL's Department of Corporate Affairs by mail (Address: 137 Viale Regina Margherita - 00198 Rome, Italy; copies are accepted) or by fax at ++ 39 06 8305 5028 no later than two days prior to the date of the first call of the Meetings.
In order to facilitate verification of their authority, representatives of shareholders or any other person entitled to vote who intend to participate in the Meetings may submit the documentation certifying their authority to ENEL's Department of Corporate Affairs in the ways and by the deadline specified in the preceding paragraph.
Experts, financial analysts and accredited journalists who wish to attend the Meetings must submit a special request to ENEL's Department of Corporate Affairs by mail or fax (at the above address or number) no later than two days prior to the date of the first call of the Meetings.
Please note that the offices responsible for personal identification and verification of the right to participate in the Meetings will be open from 9 a.m. on May 21, 2004 in connection with the first call thereof and from 9 a.m. on May 22, 2004 in connection with the second call thereof.
Should you have any questions or require additional information, please contact our special information service at ++ 39 06 88345212 (phone) or ++ 39 06 8834 5203 (fax).
Chairman of the Board of Directors
Reports of the Board of Directors on the different items on the agenda
Summary of the resolutions of the ordinary and extraordinary Shareholders' Meeting
Last updating as of: 20th Aug, 2004