ENEL - S.p.a.
Registered Office - 137 Viale Regina Margherita, Rome
Share Capital € 6,184,367,853 (As of December 31, 2007)
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 (together, the “Meetings”) of the shareholders of ENEL S.p.a. (“ENEL”) will be held at the Enel Conference Center at 125 Viale Regina Margherita, Rome as follows: the ordinary meeting at 3 p.m. on April 27, 2009 (first call) or April 29, 2009 (second call) and the extraordinary meeting at 3 p.m. on April 27, April 28, or April 29, 2009 (respectively, on first, second, and third call). The Meetings will discuss and resolve on the following
Financial statements of ENEL for the year ended December 31, 2008. 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, 2008.
Allocation of net income for the year and distribution of available reserves.
Delegation to the Board of Directors of the power, pursuant to article 2443 of the Civil Code, to increase the share capital one or more times, for payment and divisibly, by a maximum total amount, premium included, of euro 8 billion. Inherent and consequent resolutions. Amendment of article 5 of the Bylaws.
Shareholders and others entitled to vote, for whom the Company has received timely notice from an authorized securities dealer in accordance with applicable law, are entitled to participate in the Meetings. In this regard, article 10.1 of the Bylaws provides that shareholders’ meetings may be attended only by those who deposit their shares at least two days prior to the date set for a given meeting and do not withdraw them before the meeting has taken place.
The proposed financial statements of ENEL and the consolidated financial statements for the year ended December 31, 2008, together with the respective reports of the Board of Directors, will be at the public’s disposal at the registered offices of ENEL and Borsa Italiana S.p.a. by April 10, 2009.
Likewise, the Directors’ reports on the items on the agenda, which are required under Italian law, will be made available to the public by April 10, 2009 at the registered offices of ENEL and Borsa Italiana S.p.a., and shareholders may request a copy thereof.
In order to facilitate verification of their right to participate in the Meetings, shareholders and others entitled to vote may submit the documentation certifying said right to ENEL’s Department of Corporate Affairs either by mail (address: 137 Viale Regina Margherita – 00198 Rome, Italy; copies are accepted) or by fax at ++39 06 83055028 no later than two days prior to the date set for the Meetings on first call.
In order to facilitate verification of their authority, representatives of shareholders or other persons entitled to vote 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.
The offices responsible for personal identification and verification of the right to participate in the Meetings will be open from 1 p.m. on April 27, 2009 (for the first call of both the ordinary meeting and the extraordinary meeting), April 28, 2009 (for the second call of the extraordinary meeting), and April 29, 2009 (for the second call of the ordinary meeting and the third call of the extraordinary meeting). Shareholders and others entitled to vote are requested to show these offices the copy of the certification sent to the Company, which the current regulations require the authorized intermediary to make available to them.
Should you require further information, please contact our special service at ++ 39 06 88345112 (phone) or ++ 39 06 88345203 (fax).
Chairman of the Board Directors
Last updating as of: 30th April 2009