Statute

The Association is a no profit-making association and shall only pursue social solidarity aims in the sectors of social and socio-health assistance, charity, amateur sport and the protection of civil rights vis-à-vis disadvantaged individuals, with specific reference to disabled people, sick people, children and elderly people.
The Association also intends to support projects and initiatives designed to help regions and peoples hit by natural disasters.
In particular, the Association intends to carry out its activities with a view to providing a tangible contribution to the above stated groups of disadvantaged people due to their physical, psychical, economic, ethnic, social and family conditions.

It is forbidden for the Association to perform activities other than the institutional ones. However, it can perform activities directly related to the institutional activities, or additional ones as supplementary to them, such as - by way of example - the activities envisaged in this article.
In particular, with a view to reaching its aims, the Association can, inter alia:
a) reach any appropriate deed or contract, also to fund the operations deliberated, including short or long-term loans; the purchase of movable or immovable property; the reaching of any agreement or convention - that may also be entered in public registers - with public or private bodies, national or international associations, which are deemed appropriate and useful to reach the Association's goals;
b) participate in public and private, national and international Associations, Organizations and Institutions, whose activity is directly or indirectly aimed at pursuing goals similar to the Association's;
c) carry out marketing activities- as subsidiary ones and conducive to reaching institutional goals - also in relation to the sectors of publishing, audiovisuals and advertising sectors, in compliance with the laws in force;
d) organize shows, concerts, performances or general events again in compliance with the goals under Article 2 of these Articles of Association;
e) perform any other appropriate activity or support for reaching the institutional aims under Article 2 of these Articles of Association, provided that the provisions of Article 10, paragraph 5, of the Legislative Decree 460/1997 be complied with.

At the date of establishment of the Association, the Enel S.p.a. members, subsidiaries and controlled companies are the following: Enel Distribuzione Spa, Enel Produzione Spa, Enel Gas Spa, Enel Energia Spa, So.l.e. Spa, Enel.si Spa e Wind Spa.
Other companies, controlled by Enel Spa, can adhere to the Association. The acceptance of the adhesion request shall be deliberated by the Association Assembly by absolute majority of its members.
The Member status shall imply the full acceptance of the spirit and the letter of the rules included in the Articles of Association. Furthermore, it shall entail the obligation to comply with the Association rules and abide by the decisions adopted by the Association bodies.
The Members shall pay the yearly fees envisaged and set by the Assembly.
The membership fees cannot be transmitted and are not revaluable.
Limitations as a function of the temporary nature of the Members' participation in the life of the Association shall be excluded.

External subjects to the Association can be appointed Friends of the Association. These subjects (individuals, companies, national or international organizations or institutions) shall share the Association's aims and intend to contribute to it by providing funds or making available for free goods and services, which are useful to reach the Association goals and carry out the programs decided by the Assembly. The decision regarding the appointment as Friend of the Association shall be taken by the Assembly with the favourable vote of the simple majority of Members.

The Members who intend to withdraw from Association shall communicate in writing their intention to the Association President. The withdrawal shall be effective as from the first of January of the year subsequent to the year when the communication is made.
The Assembly can decide, by unanimous vote, the exclusion of Members due to a serious and repeated failure to fulfil the rights and obligations stemming from these Articles of Association including, by way of example:
- arrearage or non-payment of fees;
- failure to fulfil the obligation to make the contributions envisaged by these Articles of Association;
- behaviour inconsistent with the duty of cooperating with the other Association's components;
- behaviour running counter the duty to provide non-financial contributions.

The Association's assets shall be composed of:
a) the common fund paid by the Members upon the establishment of the Association;
b) the membership fees paid by the Members;
c) the proceeds stemming from the initiatives decided by the steering bodies;
d) the free contributions paid both by Members and third parties. By decision of the donor, these contributions can have a specific purpose, in the framework of the Association guidelines and activity programs;
e) the contributions and funds allocated for this purpose by public or private, national or international bodies.

The financial year shall start on January 1 of each year and close on December 31 of each year.
By December 31 the Board of Directors draws up the budget for the subsequent year and by May 31 it draws up the final balance for the elapsed exercise to be submitted to the Assembly by June 30 for its final adoption.
The budget and the final balance shall be structured in such a way as to provide a clear description of the Association economic and financial situation.
Possible operating profits and surpluses shall be used to carry out the institutional activities and the directly related ones.
Any direct or indirect distribution of operating profits and surpluses, of the endowment fund, as well as other funds, reserves and provisions, shall be forbidden during the Association life, unless their use or distribution is required by law or, however, is carried out in favour of other no-profit making organizations (ONLUS) which belong to the same unitarian structure by law, articles of Association or regulations.

The Association bodies shall be the following:

• The Assembly;
• The Association President;
• The Board of Directors and the Managing Director;
• The Board of Auditors.
  

No remuneration shall be envisaged for the holders of the Association offices, unless otherwise provided for in this Article. The Board of Directors, however, can set criteria to decide the reimbursement of the expenses incurred for performing the Association activities.
The President of the Board of Auditors - appointed after being selected from the official Register of Auditors - shall be entitled to a remuneration which shall be set every year by the Board of Directors within the limits under article 10, paragraph 6, letter c), of the Legislative Decree no. 460/1997.

The Assembly shall be chaired by the President of Enel S.p.a. and shall be composed of all the Members that are regularly registered and have paid all the related fees.
The Assembly may sit both in ordinary and extraordinary meetings . The ordinary Assembly shall be summoned at least twice a year, one of which within six months since the closing of the financial year.
The ordinary Assembly shall deliberate on:
a) the reports made by the Board of Directors on the activities carried out and to be carried out;
b) the budget for the subsequent year;
c) the report on the closed financial year that has already been audited and certified by the Board of Auditors;
d) the election of the Association President selected among the Members' representatives;
e) the election of the Board directors and, among them, of the Managing Director, pursuant to these Articles of Association;
f) the election of the members of the Board of Auditors;
g) other possible issues that the Board of Directors may deem appropriate to submit to the Assembly.
The extraordinary Assembly shall deliberate on the Association dissolution and the assignment of its assets.

The Assembly shall be summoned by the Association President without complying with prescribed rules as to the form of said summoning. Appropriate means, however, shall be used and the reception by the addresses shall be demonstrated. Notice shall be sent at least 8 days in advance. In urgent cases, the Assembly may be summoned by a notice sent to the Members three days before the date set for the meeting.
The Assembly shall also be summoned when the Association President deems it appropriate or when a grounded request is submitted by at least two fifths of Members. In the summoning notices the agenda, the place, the date and the hour of the meeting shall be indicated.
All the Members that have regularly paid their membership fees for the current year have the right to take the floor and vote in the Assembly. Each Member is entitled to one vote.
Proxies shall be admitted, but no Member can have more than one.
At first notice, the ordinary or extraordinary Assembly shall be validly established with the presence - also by proxy - of at least 50% of Members and it shall deliberate by absolute majority of the Members present. At second notice, the ordinary or extraordinary Assembly shall be validly established irrespective of the number of Members present and it shall deliberate by absolute majority of the Members present.
The presence and the favourable vote of at least four fifths of Members is needed to amend the Articles of Association, dissolve the Association and assign its assets.
The Assembly shall be chaired by the President of Enel S.p.a., or in the event of his absence or impediment, by the Association President; in case of both being absent, the meeting shall be adjourned. The person who presides over the meeting shall appoint a secretary responsible for drawing up the minutes of the meeting.

The Association President shall be elected among highly representative people of the member companies; his term of office shall last three years and can be renewed.
He shall have the widest powers to take the necessary initiatives for the good operation and promotion of the Association.
The Association President shall see to the relations with private and public, national and international organizations, institutions, companies and other bodies, with a view to establishing cooperation relations to support the individual initiatives undertaken by the Association.
The Association President shall have the power to sign the deeds of the Managing Director, in all the cases when the latter has to exceed the expenditure limits granted to him - pursuant to what envisaged in subsequent Article 14 - subject to the power granted to the Association President to take the related decisions in this connection.

The Association shall be managed by a Board of Directors, composed of the Association President, who shall take up the Presidency of the Board, and other four members, one of whom shall perform the tasks of Managing Director; they shall be all appointed by the Assembly among highly representative people of the member companies.
The Board directors shall hold their office for three years and can be re-elected.
The Board directors may be dismissed by the Assembly ay any time, provided that the related decision be taken with the presence and favourable vote of the three quarters of Members.
The Board of Directors shall enjoy the widest ordinary and extraordinary powers to rule the Association, manage its activity and reach its goals. It shall supervise the management of the Association activities; provide the appropriate instructions to the structure for it to execute them and see to the implementation of the deliberations of the Assembly and the acts of the Association President.
In particular, the Board of Directors shall see to the ordinary and extraordinary management of the Association by following cost-effective and efficient criteria, in line with the plans, projects and budget lines adopted by the Assembly.
In particular, the Board of Directors shall be in charge of:

• preparing the programs and objectives to be submitted every year to the Assembly for adoption; 
• preparing the budgets and final balances to be submitted to the Assembly for adoption;
• take the necessary decisions regarding the acceptance of inheritances, bequests, devises and contributions, without financial charges for the Association;
• identifying the possible operational departments of the Association sectors of activity, by appointing the persons responsible, where necessary;
• setting up scientific Committees, as well as technical and consultative Committees, with fixed-term assignments, by defining the number of members, their task, nature and duration of the assignment;
• keeping steady contacts with public and private offices, bodies and organizations, which are of interest for the Association's activity.

The Board of Directors shall be summoned by the Managing Director, without complying with prescribed rules as to the form of said summoning. Appropriate means, however, shall be used and the notice shall be sent to the Steering Board members at least 3 days before the date set for the meeting; he shall also chair the Steering Board meetings.
Deliberations shall be adopted by the favourable vote of the majority of Members present.

By motivated decisions taken by the Board of Directors, the Managing Director can be entrusted with all the powers and tasks deemed necessary to fulfil his duties. In relation to the powers granted to him or envisaged by these Articles of Association, he shall enjoy full decision autonomy in the framework of the programs and development lines of the Association.
The Managing Director shall be entrusted with the powers of signature up to a maximum share of the financial plan set by the Assembly. If this limit must be exceeded, the Managing Director shall operate with the joint signature of the Association President.
In particular, the Managing Director shall:

• see to the executive aspects of the projects;
• manage the staff, aides and advisors of the Association;
• sign the correspondence, deeds and/or series of acts specifically entrusted and delegated to him.

Both the Association President and the Managing Director shall have the Association legal representation vis-à-vis third parties, as well as the corporate signature.
Said legal representatives can initiate legal proceedings and represent the Association before any administrative authority and before any court, by also appointing lawyers and attorneys.

The Assembly shall appoint a Board of Auditors composed of three members, by selecting two members among Enel S.p.a. employees working for the Administration, Finance and Control, Audit, Legal and Corporate Affairs Divisions, and the President among professionals registered in the official Register of auditors not employed by companies of the Enel Group; the members of the Board of Auditors shall hold their office for three years and can be re-appointed.
The Board of Auditors shall have the task of checking the accounting management of the Association. Therefore, at any time, the Auditors may have access to the deeds and accounting of the Association. They shall check the regularity of said deeds and accounting; express their opinion on the economic and financial statements and can attend the Assembly meetings.

In the event of dissolution for whatever reason, the Association shall assign its assets to other no-profit making organizations with social aims (Onlus) or public useful purposes, after being given the opinion of the supervisory authority pursuant to Article 3, paragraph 190, of the law no. 662 of December 23, 1996, subject to any other different assignment or use provided for by law.