Internal dealing

The regulations regarding internal dealing
Starting from April 1, 2006, the regulation of internal dealing - i.e., the transparency of transactions regarding shares of listed companies and related financial instruments carried out by officers of the companies involved and by persons closely connected with the latter - has undergone a profound change in consequence of the adoption of the EEC rules concerning market abuse based on "EEC Law" 2004 (Law n. 62 of April 18, 2005, which supplements the provisions of article 114 of the Unified Financial Act) and the coming into effect of the secondary regulations prescribed by the Consob (contained in articles 152-sexies to 152-octies, as well as in attachment 6 of the so-called Issuers Regulation)

The preceding internal-dealing regulations The Enel Group's Dealing Code
The new EEC regulations replaced the preceding ones contained in the Regulations of the markets organized and managed by Borsa Italiana S.p.A. (for the sake of brevity, the "Borsa Italiana Regulations") and the related instructions, which had regulated the matter since January 1, 2003.
Since April 1, 2006, therefore, the Enel Group's Internal Dealing Code - which was adopted by Enel S.p.A.'s Board of Directors at its meeting on December 12, 2002 to implement the provisions contained in the Borsa Italiana Regulations - has also no longer been applicable.

Transactions and persons subject to the current regulations
The current regulations regarding internal dealing are therefore directly applicable at Enel to transactions involving the purchase, sale, subscription, and exchange of Enel, Endesa and Enel Green Power shares or related financial instruments carried out by "important persons". This category consists of shareholders who own at least 10% of the share capital of Enel S.p.A., the Directors and the regular Statutory Auditors of Enel S.p.A., the Directors of its Spanish subsidiary Endesa S.A., as well as (as of today) additional 28 executives holding positions identified according to the regulations concerned (and specified, together with the names of the Directors and the regular Statutory Auditors, on the attached list), because they have regular access to privileged information and are entitled to make management decisions that can affect Enel's development and prospects.

Transactions and persons subject to the current regulations
Internal dealing transparency requirements do not apply in the event of transactions – including those carried out by persons closely connected with the "important persons" - whose total value in one year is at least 5,000 euros.
Following the aforementioned notification, important persons shall notify those transactions whose overall amount is at least 5,000 euros within year end.

Blocking periods
In issuing the provisions implementing the new regulations at the Company, the Board of Directors of Enel S.p.A. considered it advisable to provide for the obligation for "important persons" (other than shareholders who own stakes amounting to 10% or more of the capital of Enel S.p.A.) to abstain from carrying out transactions subject to the internal-dealing regulations during two blocking periods lasting approximately one month each around the time of the approval of the proposed financial statements of Enel S.p.A. and of the half-year report by the aforesaid Board of Directors.
This initiative of the Board of Directors was prompted by its determination to raise the Company's corporate governance standards with respect to the regulations concerned by keeping in force a provision formerly contained in the Enel Group's Internal Dealing Code and aimed at preventing the "important persons" from carrying out transactions that the market might perceive as suspect, because they take place during periods of the year that are especially delicate for corporate information.

Transactions carried out as from April 1, 2006
In accordance with the recommendations of the Consob, listed below are the transactions subject to the internal-dealing regulations communicated to the market by Enel and carried out as from April 1, 2006 by the "important persons" identified at Enel and by the persons closely connected with them.

Last updating as of: September 4, 2012

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