Rome, October 21st, 2010 - The Board of Directors of Enel SpA ("Enel") met today under the chairmanship of Piero Gnudi and approved a number of amendments to the bylaws in order to fully harmonize its contents with the changes introduced through Legislative Decree 27/2010 (implementing into Italian law European Directive 2007/36/EC, which seeks to facilitate the participation of shareholders in the general meetings of listed companies).
The amendments approved today complete an adjustment process of the companys bylaws that was initiated at the Extraordinary Shareholders' Meeting held on April 29, 2010, which approved a number of "optional" amendments to the bylaws, that is the adoption of which Legislative Decree 27/2010 left to the discretion of each listed company.
At today's meeting, the Board of Directors instead approved the "mandatory" amendments to the bylaws, which, as they merely require the adaptation of the bylaws to reflect the regulatory changes introduced by Legislative Decree 27/2010, fall under the jurisdiction of the Board of Directors as laid down by the law and the bylaws.
In particular, the bylaws amendments approved today concern:
- the rules governing the right to participate in shareholders' meetings and to exercise voting rights. In this matter, the changes introduced with Legislative Decree 27/2010 shifted the date as of which shares must be owned from the date of the shareholders' meeting to the so-called record date, under which the right to attend and vote at the meeting pertains to whoever holds that right as at the end of the seventh trading day before the date set for the meeting at first or sole call;
- the procedure for appointment of the Board of Directors and the Board of Statutory Auditors, for which Legislative Decree 27/2010 established that the ordinary rules contained in the Consolidated Financial Act (and its implementing provisions) shall apply rather than special rules set out in the Privatisation Act (Law 474/1994);
- the implementation of specific arrangements for electronic notification of proxies that shareholders may use with the Company.
The amendments to the bylaws adopted today by the Board of Directors, as those approved by the Extraordinary Shareholders' Meeting of April 29, 2010, will apply as from Shareholders' Meetings whose notice is published after October 31st, 2010.
For the dissemination to the public and the storage of regulated information made available to the public, Enel S.p.A. has decided to use respectively the platforms “eMarket SDIR” and “eMarket Storage”, both available at the address www.emarketstorage.com and managed by Spafid Connect S.p.A. with registered office in Milan, at Foro Buonaparte, 10. The aforementioned services are authorized by Consob (resolution No.19878 of February 15th, 2017, related to the mechanism for the dissemination to the public of regulated information “eMarket SDIR” and resolution No. 19879 of February 15th, 2017, related to the mechanism for the central storage of regulated information “eMarket Storage”).
From May 19th 2014 to June 30th 2015, Enel S.p.A. used the authorized mechanism for the storage of regulated information denominated “1Info”, available at the address www.1info.it, managed by Computershare S.p.A. with registered office in Milan and authorized by Consob with resolution No. 18852 of April 9th, 2014.