Rome, December 11th, 2015 The project of the partial non proportional demerger of Enel Green Power S.p.A. (Enel Green Power) in favour of Enel S.p.A. (Enel) approved by the Board of Directors of both companies on November 17th, 2015 has been registered at the Companies Register of Rome on December 7th, 2015, together with the relevant attachments.
The above mentioned demerger project and its attachments are available to the public at Enels registered office, on the companys website (www.enel.com, within the section Governance/AGM/Documentation and Reports), as well as at the officially appointed mechanism for the central storage of regulated information denominated "NIS-Storage (www.emarketstorage.com), together with the following documents concerning the only item on the agenda of the Extraordinary Shareholders Meeting of Enel called on January 11th, 2016:
(i) The report of the Board of Directors of Enel (as well as the report of the Board of Directors of Enel Green Power) explaining the demerger project, drawn-up pursuant to Articles 2501-quinquies and 2506-ter of the Italian Civil Code and to Article 70, paragraph 2, of Consob Issuers Regulation;
(ii) The report concerning the fairness of the exchange ratio prepared by PKF Italia S.p.A., acting as joint expert appointed by the Court of Rome pursuant to Articles 2501-sexies and 2506-ter, paragraph 3, of the Italian Civil Code;
(iii) The report concerning the assessment of the value of the set of assets demerged prepared by KPMG S.p.A., acting as independent expert appointed pursuant to Article 2343-ter, paragraph 2, lett. b), of the Italian Civil Code;
(iv) The financial statements of Enel and Enel Green Power as of September 30th, 2015, prepared pursuant to Articles 2501-quater and 2506-ter, paragraph 1, of the Italian Civil Code and attached to the demerger project;
(v) The financial statements and the consolidated financial statements of Enel and Enel Green Power concerning the fiscal years 2012, 2013 and 2014, together with the respective reports of the Board of Directors and of the External Auditors.
The information document on the demerger, jointly prepared by Enel and Enel Green Power pursuant to Article 70, paragraph 6, of Consob Issuers Regulation, will be made available to the public within the terms and conditions provided for by applicable laws.
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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 Teleborsa S.r.l. - with registered office in Rome, at 4 Piazza Priscilla - as per CONSOB authorization and resolutions n. 22517 and 22518 of November 23, 2022.
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.