Organizational procedure regarding assignments to auditing companies within the Enel Group

Since 2009, Enel S.p.A. (hereinafter, “Enel”) has formalized a special procedure for regulating the assignments to auditing companies that do business with the Group. The procedure represents a valid governance tool in the activity of assessing and monitoring the independence of the Group’s principal auditor carried out by Enel’s Board of Statutory Auditors (hereinafter, “Collegio Sindacale”).

Following the entry into force of the new EU and national provisions on the subject, in its meeting of November 20th, 2017 the Collegio Sindacale of Enel updated the contents of the procedure, with effect as of January 1st, 2018.

According to the procedure, the Collegio Sindacale of Enel shall approve in advance the awarding by Enel Group companies of each additional assignment – other than the statutory audit and for which no incompatibility is provided for by the law – to the Group's principal auditor or to entities belonging to its network.

As regards certain additional assignments, having characteristics deemed unable to undermine the principal auditor's independence, the Collegio Sindacale of Enel shall not express a prior approval, but rather periodically receive ex post information regarding the awarding of the additional assignments. In this case, the Audit and Corporate Affairs Unit shall anyhow verify that the prerequisites of the simplified procedure are met on a case-by-case basis.

The additional assignments awarded to entities belonging to the principal auditor’s network by Enel Group companies – other than Enel – whose shares or bonds are listed on regulated markets (hereinafter, “Listed Companies”), as well as by companies controlled by such Listed Companies, shall be subject to the prior approval by the corporate body of such Listed Companies performing functions similar to those entrusted to the Collegio Sindacale of Enel as far as monitoring of the auditor’s independence is concerned, or shall be ex post periodically disclosed to that corporate body, in accordance with the law and regulations applicable to the relevant Listed Companies and with their management autonomy.

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