Ordinary proxy/sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58 of February 24, 1998
Pursuant to Article 106, paragraph 4, of Law Decree no. 18 of March 17, 2020, those who are entitled to vote at the Meeting may appoint a representative by giving a proxy and/or a sub-proxy to the Exclusive Proxy Computershare S.p.A. pursuant to Article 135-novies of Legislative Decree no. 58 of February 24, 1998.
The proxy and/or sub-proxy shall be granted in writing or through a document electronically signed pursuant to Legislative Decree no. 82 of March 7, 2005.
The proxy and/or sub-proxy to the Exclusive Proxy Computershare S.p.A. may contain voting instructions on all or certain proposals on the items on the agenda, it being understood that the Exclusive Proxy will not cast any vote at the Shareholders’ Meeting in relation to those proposals for which no specific voting instructions have been given.
It is reminded that, pursuant to Article 135-novies of Legislative Decree no. 58 of February 24, 1998, the proxy can entitle the proxy holder to be replaced by another person of his or her choice, without prejudice to the right of the represented shareholder to appoint one or more substitutes. In any case no substitutes may be indicated other than the Exclusive Proxy Computershare S.p.A.
It should be noted in this regard that, since participation in the Meeting is allowed exclusively through the Exclusive Proxy Computershare S.p.A., if the proxy is not directly granted to the latter, the proxy holder shall necessarily give a sub-proxy to the Exclusive Proxy Computershare S.p.A.
A form of ordinary proxy/sub-proxy, which may be used for the purpose of granting the proxy/sub-proxy, is downloadable in printable version from this website.
If the form of proxy/sub-proxy is not available in electronic form due to technical reasons, it will be sent in hard copy, free of charge, upon request, to be made by telephone at no. +39 06 45417401 (from Monday to Friday from 9:00 am to 6:00 pm).
It should be noted that, in order to attend and vote at the Meeting, the granting of the proxy does not exempt the entitled party from the obligation to request to the authorized intermediary the notice attesting that such party is entitled to attend the Meeting and to exercise his or her voting right, pursuant to Article 83-sexies of Legislative Decree no. 58 of February 24, 1998.
Ordinary proxy/sub-proxy notification
The proxy and/or sub-proxy must be delivered to the Exclusive Proxy Computershare S.p.A. (Ref. “Ordinary Proxy for the Shareholders’ Meeting Enel S.p.A.”), together with an undersigned ID copy and, in the case of a legal entity, the documentation proving representative powers of the signatory, by the following means:
- for holders of advanced, qualified or digital electronic signature (AdES): by sending the proxy/sub-proxy signed with Advanced Electronic Signature by certified e-mail or by ordinary e-mail to email@example.com;
- for holders of certified e-mail (CEM): by sending a copy electronically reproduced (PDF format) of the proxy/sub-proxy to firstname.lastname@example.org;
- for holders of ordinary e-mail: by sending a copy electronically reproduced (PDF format) of the proxy/sub-proxy to email@example.com;
- by sending a copy of the proxy/sub-proxy by fax to no. +39 06.45417450.
Pursuant to Article 135-novies, paragraph 6, of Legislative Decree no. 58 of February 24, 1998, and Article 11.1 of the Corporate bylaws, the proxy and/or sub-proxy can be notified to the Company even electronically through the appropriate form “Electronic notification of the ordinary proxy/sub-proxy“ of this website, together with an undersigned ID copy and, in the case of a legal entity, the documentation proving representative powers of the signatory.
If the Exclusive Proxy is given a sub-proxy, the sub-delegating proxy must also send to the Exclusive Proxy, with the above-mentioned modalities, a copy of the proxy received by the person entitled to vote and the declaration by which the same sub-delegating proxy certifies that the copy of the proxy corresponds to the original and the identity of the person giving the proxy; for this purpose, it may be used the following form: “Declaration of the person giving the sub-proxy“.
If not already provided through a document signed with AdES and sent by CEM, the original of the proxy/sub-proxy and of the voting instructions – together with an undersigned ID copy and, in the case of a legal entity, the documentation proving representative powers of the signatory – shall be sent to the Exclusive Proxy Computershare S.p.A., Via Monte Giberto no. 33, 00138 Rome.
In order to allow Enel S.p.A. and the Exclusive Proxy Computershare S.p.A. to receive and verify the proxies and/or sub-proxies in advance before the beginning of the Meeting, entitled persons are recommended to provide their proxies and/or sub-proxies within 2:00 pm of May 13, 2020.
The proxy and/or sub-proxy and/or the relevant voting instructions may be revoked until the beginning of the Meeting by sending an e-mail to firstname.lastname@example.org.
For information regarding the granting of the ordinary proxy to the Exclusive Proxy, please call Computershare S.p.A. at no. +39 06 45417401.
The Company reserves the right not to accept proxies which are sent electronically with damaged files or are otherwise illegible.
Please indicate in the message accompanying the proxy a telephone number, fax number or e-mail address of the sender.
Information on processing of personal data
Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 00934061003 (hereinafter, “Enel” or the “Controller”), in its capacity as Controller, will process Personal Data (as defined hereinafter) in compliance with the provisions of the applicable laws on protection of personal data (articles 13 and 14 of the Regulation (EU) No. 679/2016 – “GDPR” and Legislative Decree no. 196 of June 30, 2003) as well as with this information.
Data Protection Officer (DPO)
The Controller appointed a DPO which can be reached at the following email address: email@example.com.
Object and Modalities of Processing
The Controller will process your identifier personal data (such as name, surname, residence) provided by you or the personal data concerning third parties (e.g., sub-delegated or substitutes of proxy holders) provided by you (“Personal Data”) with respect to the right to attend the Shareholders’ Meeting called on May 14, 2020 (hereinafter, the “Meeting”), which is allowed exclusively by means of a proxy and/or sub-proxy to the Exclusive Proxy Computershare S.p.A., and to the further activities related to the latter, for example voting and intervening.
Processing of Personal Data under this information means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Processing of Personal Data will be carried out manually and/or with the use of computerized mechanisms and by means of information technology systems.
Purposes and legal basis for processing
Enel will process the Personal Data in relation to the attendance to the Meeting, in particular for the attendance by proxy and/or sub-proxy to the Exclusive Proxy Computershare S.p.A..
The legal basis for the processing is represented by the Controller’s obligation under applicable laws to grant the exercise by you – through the Exclusive Proxy Computershare S.p.A. – of the rights granted by the applicable law in relation to the attendance to the Meeting.
Transmission and processing of the Personal Data are necessary for the abovementioned purposes. The failure to transmit such Personal Data determines the impossibility to attend the abovementioned Meeting.
Recipients of Personal Data
In compliance with the principle of data minimisation, the Personal Data, for the purposes described above, may be disclosed to:
a) employees and partners of the Controller which are entrusted with the data processing before, during and after the Meeting;
b) third companies or other persons in their capacity as autonomous Controllers or that carry out activities on behalf of the Controller in their capacity as Processors;
c) Computershare S.p.A., a company not belonging to Enel Group, appointed as processor for the purposes of ensuring protection of the shareholders’ rights provided for by the applicable laws.
Transfer of Personal Data
Your Personal Data will be processed within the European Union and stored on server located within the European Union. The same data may be processed in Countries outside the European Union, provided that an adequate level of protection is ensured, recognized by a specific adequacy decision of the European Commission.
Any transfer of Personal Data to non-EU Countries, in the absence of an adequacy decision by the European Commission, will be possible only if the involved Controllers and Processors provide adequate guarantees based on contracts or agreements, including binding corporate rules and standard contractual clauses on data protection.
The transfer of Personal Data to third countries outside the European Union, in the absence of an adequacy decision or other appropriate measures as described above, will be carried out only in the cases provided for by GDPR.
Period for which the Personal Data will be stored
The Personal Data provided will be stored pursuant to the proportionality principle until the purposes of the processing are pursued and, in any case, for a period not exceeding 10 years and will not be communicated to third parties, except for the purpose of complying with the applicable laws or regulations. Such period is compliant with the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 which requires the issuers to disclose regulated information on their internet website and to keep it disclosed for five years.
Rights of data subjects
Under the applicable laws, with reference to the Personal Data provided, it is possible to exercise the following rights:
(i) right to access to and obtain copy;
(ii) right to request rectification;
(iii) right to request erasure;
(iv) right to obtain the restriction of processing;
(v) right to object processing;
(vi) right to receive the personal data in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller.
For the exercise of the above-mentioned rights please refer to the following email address: firstname.lastname@example.org.
Please note that it is possible to obtain additional information on Personal Data by the Enel’s Data Protection Officer, as indicated above, indicating mandatorily in the subject “Shareholders’ Meeting of Enel S.p.A.”.
We remind you that the applicable laws provide for the right to lodge a complaint with the Italian Data Protection Authority, with registered office in Rome, Piazza Venezia no. 11; Tel. (+39) 06.696771, CEM: email@example.com.