Shareholders' rights

Pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 and Article 10 of the Corporate Bylaws, the right to participate in the Meeting and to exercise the voting right – also with a proxy – shall be conditional upon the receipt by the Company of a notice by an authorized intermediary, stating the right to participate in the Meeting and to vote, based on the intermediary's accounting records at the end of the seventh trading day prior to the date of the shareholders' Meeting (i.e. on May 13, 2014).

Credit or debit entries made on the accounting records after the elapse of said term shall not be taken into account for the purpose of entitling to vote in the Meeting.

Ordinary Proxy

Pursuant to Article 135-novies and subsequent articles of Legislative Decree of February 24, 1998, No. 58, those who are entitled to vote in the Meeting may appoint a representative, by means of a proxy granted in writing pursuant to the laws in force. The proxy may also be granted by email through a document electronically signed pursuant to Article 21, paragraph 2, of Legislative Decree of March 7, 2005, No. 82.
Pursuant to Article 135-novies of Legislative Decree of February 24, 1998, No. 58, 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 proxy holder to indicate one or more substitutes.

Further, according to Article 135-decies of Legislative Decree of February 24, 1998, No. 58, the granting of a proxy to a proxy holder in conflict of interest is permitted provided that the proxy holder informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided that specific voting instructions are given for each resolution in which the proxy holder is expected to vote on behalf of the shareholder. The proxy holder shall have the burden of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest.

The replacement of the proxy holder with a substitute in conflict of interest may be allowed only on the condition that the substitute is indicated by the shareholder. In this respect, the provisions set forth above regarding the conflict of interest shall apply. The proxy holder retains the duties of communication and the relevant burden of proof.

form of proxy, which may be used for the purpose of conferring the proxy, is downloadable in printable version from this section of the website.

If the form of proxy is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge, upon request of the shareholder, to be made by telephone at +39 06 45417413 (from Monday to Friday from 9:00 am to 6:00 pm).

It should be noted that, in order to participate and vote in the Meeting, the conferring of the proxy does not exempt the entitled party from the obligation to request from the authorized intermediary the notice attesting that such party is entitled to participate at the Meeting and to exercise his or her voting right, pursuant to Article 83-sexies of Legislative Decree of February 24, 1998, No. 58.

 

Proxy notification

The proxy holder may deliver or send to the Company, instead of the original, a copy of the proxy, also in electronic format, certifying under his or her responsibility the conformity of the proxy to the original and the identity of the proxy giver.

The proxy filled out entirely, with legible characters and duly signed, can be delivered to the Company at least two trading days before the date set for the Meeting (i.e. by May 20, 2014):

  • by mail, to the following address:

 

ENEL S.p.A.
Legal and Corporate Affairs - Ref. "Vote proxy"
Viale Regina Margherita, No. 137
00198 Roma

or

  • by fax, to the following number +39 06/83055028.

 

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 can be notified to the Company even electronically, up to the beginning of the Meeting, through the appropriate section "Electronic proxy notification" of this website.
 

The Company reserves the right not to accept proxies, notified via fax, which are illegible.
Please indicate in the message accompanying the proxy a telephone number, a fax number or an email address of the sender.

 

Privacy policy pursuant to Legislative Decree no.196/2003

The data controller, Enel S.p.A., shall process the personal data solely for those purposes necessary from time to time in order to comply with the scope provided for in this section of the website with respect to the Meeting.

The transmission and the processing of the personal data are necessary for the purposes indicated in this section of the website. The failure to transmit such personal data may determine the impossibility to provide a feedback to the requests submitted from time to time.

The personal data processing for the above purposes, will be mainly carried out with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and will be stored in printed copy, in order to ensure full compliance with the security measures prescribed by Legislative Decree 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding the personal data processing.

The personal data will be stored for a period of 36 months and will be not communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is allowed to transmit the personal data to Computershare S.p.A. (which will process the data in his capacity as responsible for the data processing) in order to allow the exercise of the rights provided in this section of the website, with respect to the Meeting.

The person responsible for the data processing is the Director of the Legal and Corporate Affairs Function, domiciled at the registered office of Enel S.p.A., to whom it may be requested at any time, pursuant to Article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide the information under paragraph 2 of the aforementioned disposition (origin, scope and reason of the data processing and information regarding the persons in charge and responsible for the processing); and (iii) to update, correct, integrate, cancel and transform the data. The interested person is entitled to oppose, also partially, the legitimate data processing, sending of advertisement materials, direct sales, market researches or marketing communications, absent express consent.

The exercise of the rights provided in this section, with the modalities specified therein, implies the consent to the treatment of personal data.

 

Proxy to the representative appointed by the Company

The proxy may also be given to Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, No. 19, in its capacity of representative appointed by the Company, in accordance with Article 135-undecies, of Legislative Decree No. 58 of February 24, 1998.

The proxy to the representative appointed by the Company shall contain voting instructions, for all or certain proposals of the agenda, and shall be effective only for those items of the agenda in relation to which voting instructions have been given.

It is reminded that, the shares in relation to which a full or partial proxy is given to the representative appointed by the Company are taken into account for the duly constitution of the Meeting. For the items on the agenda in relation to which voting instructions are not given, the relevant shares are not taken into account for the purpose of calculating the majority and the quorums required for the approval of the resolutions.

Shareholders will not bear any cost for giving the proxy to the representative appointed by the Company, with the exception of the costs necessary to send the proxy itself.

Computershare S.p.A. may receive proxies only in its capacity of representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998.

It should be noted that, in order to participate and vote in the Meeting, the conferring of the proxy to the representative appointed by the Company does not exempt the entitled party from the obligation to request from the authorized intermediary the notice to the Company attesting that such party is entitled to participate at the Meeting and to exercise his or her voting rights, pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998.

The proxy may be conferred to the representative appointed by the Company, using a specific web applicative, prepared and managed directly by Computershare S.p.A. and available for the compilation in guided filling of the proxy to the representative appointed by the Company.
The web applicative, which shall be accessible by the specific link in this section of the website, will be made available by Computershare S.p.A. twenty-one days before the date set for the Meeting (i.e.May 2, 2014)

Guided filling of the proxy to the representative appointed by the Company

The form of the proxy to the representative appointed by the Company is also available, in downloadable and printable version, in this section of the website of the Company.

Form of the proxy to the representative appointed by the Company

The proxy, entirely filled out and duly signed, shall be received by the representative appointed by the Company, in original, no later than the end of the second trading day before the Meeting (i.e. on May 20, 2014) at the following address:

Computershare S.p.A.
Ref. "Proxy for the Shareholders' Meeting of Enel S.p.A."
Via Monte Giberto No. 29
00138 Rome

A copy of the proxy, together with a statement certifying the conformity of the proxy to the original, may be anticipated to the representative appointed by the Company, by the end of May 20, 2014:

  • by fax, to No. +39 06 45417450

 

or

 

The proxy and the voting instructions may be revoked within the said term and with the modalities indicated above.

If the form of the proxy to the representative appointed by the Company is not available in electronic form for technical reasons, it will be sent in hard copy, free of charge upon request of the shareholder to be made by telephone at +39 06 45417413 (from Monday to Friday from 9:00 am to 6:00 pm).

For information in connection with the granting of the proxy to the representative appointed by the Company please call Computershare S.p.A. at +39 06 45417413.

To send the electronic proxy notification you will need to complete the form at the bottom of the page.

Pursuant to Article 126-bis of Legislative Decree No. 58 of February 24, 1998, shareholders who represent, also on a jointly basis, at least 2.5% of the share capital, may request, in writing, within ten days as from the publication of the notice of Meeting (i.e. by April 22, 2014), to put items on the agenda, indicating the additional proposed items to be discussed, or to submit resolution proposals on items already in the agenda. Those entitled to voting rights may individually submit resolution proposals during the Meeting.

The agenda cannot be supplemented with respect to the items in relation to which the Meeting resolves, in compliance with the applicable laws, upon proposals of the Directors or on the basis of a project or a report prepared by the Directors, other than those indicated in Article 125-ter, paragraph 1, of Legislative Decree No. 58 of February 24, 1998.

The requests to put items on the agenda or to submit resolution proposals on items already on the agenda may be filed by those shareholders in relation to which the Company has received a communication from an authorized intermediary pursuant to Article 23 of the Regulation approved by joint decision of the Bank of Italy and of Consob on February 22, 2008, as amended, certifying their participation rights.

The requests may be sent to the Company:

  • by ordinary mail to the following address:

 

ENEL S.p.A.
Legal and Corporate Affairs – Ref. “Supplement of the Agenda” and/or “Resolution proposals”
Viale Regina Margherita, No. 137
00198 Rome

or

  • by fax to No. +39 06 83055028

 

or

 

The Company reserves the right not to accept the requests to put items on the agenda sent via fax or via e-mail which are illegible of sent with damaged files or otherwise illegible.

Please indicate in the message accompanying the request to put items on the agenda a telephone or a fax number or an email address of the sender.

 

Privacy policy pursuant to Legislative Decree no. 196/2003

The data controller, Enel S.p.A., shall process the personal data solely for those purposes necessary from time to time in order to comply with the scope provided for in this section of the website with respect to the Meeting.

The transmission and the processing of the personal data are necessary for the purposes indicated in this section of the website. The failure to transmit such personal data may determine the impossibility to provide a feedback to the requests submitted from time to time.

The personal data processing for the above purposes, will be mainly carried out with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and will be stored in printed copy, in order to ensure full compliance with the security measures prescribed by Legislative Decree 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding the personal data processing.

The personal data will be stored for a period of 36 months and will be not communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is allowed to transmit the personal data to Computershare S.p.A. (which will process the data in his capacity as responsible for the data processing) in order to allow the exercise of the rights provided in this section of the website, with respect to the Meeting.

The person responsible for the data processing is the Director of the Legal and Corporate Affairs Function, domiciled at the registered office of Enel S.p.A., to whom it may be requested at any time, pursuant to Article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide the information under paragraph 2 of the aforementioned disposition (origin, scope and reason of the data processing and information regarding the persons in charge and responsible for the processing); and (iii) to update, correct, integrate, cancel and transform the data. The interested person is entitled to oppose, also partially, the legitimate data processing, sending of advertisement materials, direct sales, market researches or marketing communications, absent express consent.

The exercise of the rights provided in this section, with the modalities specified therein, implies the consent to the treatment of personal data.

 

 

It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree No. 58 of February 24, 1998, shareholders who request to put additional items on the agenda or to submit new resolution proposals on items already provided in the Agenda shall draft a report containing the reason of the resolution proposals regarding the items to be discussed or the reason concerning the additional resolutions proposal on item already provided in the Agenda. Such report shall be sent to the Company with the modalities provided above, no later than the date set for the presentation of the requests to put items on the agenda.

The supplement to the agenda or the new resolution proposals on items already provided in the agenda are disclosed with the same forms prescribed for the publication of the notice of the meeting at least fifteen days before the date set for the Meeting, i.e. within May 7, 2014.

The additional resolution proposals on items already provided in the agenda and the aforementioned explanatory reports (together with assessments of the Board of Directors), will be made available by the Company at the registered office and in this section of the Company's website dedicated to the present Meeting, together with the publication of the notice of the presentation.

Pursuant to Article 127-ter of Legislative Decree n. 58 of February 24, 1998 those shareholders in relation to which the Company has received a communication from an authorized intermediary certifying their relevant voting right (pursuant to Article 23 of the Regulation approved by joint decision of the Bank of Italy and of Consob on February 22, 2008, as amended) may ask questions before the Meeting on items provided in the Agenda.

Questions submitted before the Meeting will be answered no later than during the Meeting. The Company may provide a single answer to similar questions. No answer will be granted, neither in the Meeting, to the question asked before the Meeting, when the information requested is already provided in the Q&A format of this section of the website or when the answer has been already published in such section.
Answers made available to the Shareholders, on paper format, at the beginning of the Shareholders' Meeting, are considered as given during the Meeting itself.

Those who intend to ask questions before the Meeting shall provide the Company with their questions within the third day before the date set for the Meeting (i.e. within May 19, 2014) and are invited to clearly indicate the item on the agenda to which the single questions submitted refer to.

Questions may be sent to the Company:

  • by ordinary mail to the following address:

 

ENEL S.p.A.
Legal and Corporate Affairs – Ref. “Questions before the Meeting”
Viale Regina Margherita, No. 137
00198 Rome

or

  • by fax to No. +39 06 83055028.

 

Questions may be sent to the Company also electronically, by e-mail to domandeanteassemblea@enel.com or through this section.

In order to facilitate the identification by the Company, together with the questions, the persons concerned shall indicate their name and surname, place and date of birth, Tax identification number, e-mail address and telephone number.

 

Privacy policy pursuant to Legislative Decree no. 196/2003

The data controller, Enel S.p.A., shall process the personal data solely for those purposes necessary from time to time in order to comply with the scope provided for in this section of the website with respect to the Meeting.

The transmission and the processing of the personal data are necessary for the purposes indicated in this section of the website. The failure to transmit such personal data may determine the impossibility to provide a feedback to the requests submitted from time to time.

The personal data processing for the above purposes, will be mainly carried out with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and will be stored in printed copy, in order to ensure full compliance with the security measures prescribed by Legislative Decree 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding the personal data processing.

The personal data will be stored for a period of 36 months and will be not communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is allowed to transmit the personal data to Computershare S.p.A. (which will process the data in his capacity as responsible for the data processing) in order to allow the exercise of the rights provided in this section of the website, with respect to the Meeting.

The person responsible for the data processing is the Director of the Legal and Corporate Affairs Function, domiciled at the registered office of Enel S.p.A., to whom it may be requested at any time, pursuant to Article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide the information under paragraph 2 of the aforementioned disposition (origin, scope and reason of the data processing and information regarding the persons in charge and responsible for the processing); and (iii) to update, correct, integrate, cancel and transform the data. The interested person is entitled to oppose, also partially, the legitimate data processing, sending of advertisement materials, direct sales, market researches or marketing communications, absent express consent..

The exercise of the rights provided in this section, with the modalities specified therein, implies the consent to the treatment of personal data.

To attach the request you will need to complete the form at the bottom of the page.

Please fill out our form and note that all fields below are mandatory.

Proxy holder

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Upload the proxy, duly signed and filled out entirely and with legible characters. PDF files only. 5Mb max file size allowed.

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The Company will consider as received, via electronic notification, only the proxies in relation to which a specific confirmation e-mail will be sent to the address above indicated. The Company reserves the right not to accept proxies which are sent electronically with damaged files or are otherwise illegible.

Please confirm that you have read and agree with the Information on processing of personal data
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In case of technical problems, please send an email to​ notificaelettronicadelega@enel.com.

Please fill out our form and note that all fields below are mandatory.

Shareholder

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Last name error. Please check and re-enter your last name.
Place of birth error. Please check and re-enter your place of birth (Country).
Place of birth error. Please check and re-enter your place of birth (City).
Tax ID (or equivalent) error. Please check and re-enter your Tax ID (or equivalent).
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E-mail error. Please check and re-enter your e-mail.

Upload the question, duly signed and filled out entirely and with legible characters. PDF files only. 5Mb max file size allowed.

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Please confirm that you have read and agree with the Information on processing of personal data
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In case of technical problems, please send an e-mail to domandeanteassemblea@enel.com.

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