Shareholders' rights

Ordinary proxy

Those who are entitled to vote at the Meeting may appoint a proxy holder pursuant to applicable laws, by way of a proxy to be granted in accordance with the applicable laws.
We remind you that, pursuant to article 135-novies of the of Legislative Decree No. 58 of February 24, 1998, the proxy may indicate that the proxy holder may be substituted by another person of his or her choice, without prejudice to the right of the proxy giver to indicate one or more substitutes.
We also remind you that, according to article 135-decies of Legislative Decree No. 58 of February 24, 1998, 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 is allowed only if the substitute is indicated by the shareholder. In such case, the foregoing provisions regarding the conflict of interest shall apply. Disclosure obligations and related burden of proof, in any event, remain with the proxy holder.
In order to grant the proxy, you may use the form of the proxy, which you may download in printable version on this section of the website. 

Proxy notification

The proxy holder may deliver or send to the Company, instead of the original, a copy of the proxy, also in an 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, may be sent to the Company at least two trading days before the date set for the Meeting:

• by ordinary mail, to the following address:

ENEL S.p.A.
Legal and Corporate Affairs – Rif. “Delega di voto”
Viale Regina Margherita No. 137
00198 Rome

or

• by fax, to No. +39 06 8305 50 28.

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

Infomation on 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 each time necessary 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 lack of these personal data could determine the impossibility to proceed with the requests submitted from time to time.

The personal data processing, for the purposes written above, shall be carried out mainly with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and shall 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 personal data processing.

Personal data shall be stored for a period of 36 months and shall not be communicated to third parties, except when required by applicable laws or regulations. The data controller is allowed to transmit the personal data to Servizio Titoli S.p.A. (that will process the data in his capacity as responsible for the data processing) in order to allow for the correct 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 Head of the Legal and Corporate Affairs, domiciled at the registered office of Enel S.p.A., who is entitled, upon request, and pursuant to article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide for the information requested by paragraph 2 of the aforementioned Article 7 (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 the data processing in those cases and for those purposes provided for in Legislative Decree No. 196/2003.

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

Pursuant to article 135-novies, paragraph 6, of Legislative Decree No. 58 of February 24, 1998, and article 11.1 of the Bylaws, the proxy may be notified to the Company electronically, until the commencement of the Meeting, by using the appropriate section “Electronic proxy notification” of this website. 

Pursuant to article 135-novies, paragraph 6, of Legislative Decree No. 58 of February 24, 1998, and article 11.1 of the Bylaws, the proxy may be notified to the Company electronically, until the commencement of the Meeting, by using the appropriate section “Electronic proxy notification” of this website. 

Proxy to the representative appointed by the Company

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

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

We remind you that those 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 purpose of 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.

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 to the duty of requesting to the authorized intermediary the relevant notice attesting that such party is entitled to participate to 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 granted to the representative appointed by the Company using a specific web application, prepared and managed directly by Servizio Titoli S.p.A., which guides you in the filling of the proxy to the representative appointed by the Company.

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

The form of the proxy to the representative appointed by the Company can also be downloaded in printable version from this section of the Company's website.

Form of the proxy for the Representative appointed by the Company

The proxy filled out entirely and duly signed shall be sent to the representative appointed by the Company in original version within the second trading day before the Meeting (i.e. by April 26, 2012) at the following address:

Servizio Titoli S.p.A.
Ref. “Proxy for the Shareholders' Meeting of Enel S.p.A.”
Via Monte Giberto, 29
00138 Rome

A copy of the proxy, together with the statement attesting the conformity to the original, may be sent in advance to the representative appointed by the Company, always by April 26, 2012:

• by fax to No. +39 06 454 17 450

or

• by e-mail to the following address enel@pecserviziotitoli.it.

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

Please note that if the form of the 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 06 454 17 413 (from Monday to Friday from 9:00 a.m. to 6:00 p.m.).

For information in connection with the granting of the proxy to the representative appointed by the Company please call Servizio Titoli S.p.A. at +39 06 454 17 413.

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 n. 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, no later than ten days as from the publication of the notice of the Meeting, to put items on the agenda, indicating in the request the further items proposed.

The supplement to the agenda is not admitted with respect to the items in relation to which the Meeting resolves, pursuant to the applicable laws, upon proposal of the Directors or on the basis of a project or a report prepared by the Directors other than those prescribed by article 125-ter, paragraph 1, of Legislative Decree n. 58 of February 24, 1998.

The requests to put additional items on the agenda shall be presented in writing by those shareholders in relation to which the Company has received the relevant communication by an authorized intermediary pursuant to article 23 of the Regulation jointly approved by the Bank of Italy and Consob on February 22, 2008.

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 to the agenda”
Viale Regina Margherita No. 137
00198 Rome

or

• by fax to No. +39 06 8305 50 28

or

• by e-mail to the following address: integrazioneodg@enel.com.

The Company reserves the right not to accept the requests sent by fax or email which are illegible or which are submitted with damaged or illegible files.
Please indicate in the message accompanying the request a telephone number, a fax number or an email address of the sender.

Information on 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 each time necessary 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 lack of these personal data could determine the impossibility to proceed with the requests submitted from time to time.

The personal data processing, for the purposes written above, shall be carried out mainly with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and shall 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 personal data processing.

Personal data shall be stored for a period of 36 months and shall not be communicated to third parties, except when required by applicable laws or regulations. The data controller is allowed to transmit the personal data to Servizio Titoli S.p.A. (that will process the data in his capacity as responsible for the data processing) in order to allow for the correct 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 Head of the Legal and Corporate Affairs, domiciled at the registered office of Enel S.p.A., who is entitled, upon request, and pursuant to article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide for the information requested by paragraph 2 of the aforementioned article 7 (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 the data processing in those cases and for those purposes provided for in Legislative Decree No. 196/2003.

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

You are 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 shall draft a report regarding the items to be discussed, which shall be sent to the Company, with the modalities indicated above, no later than the deadline for the presentation of the requests to put items on the agenda.

The supplement to the agenda is 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.

The related explanatory reports, together with assessments of the Board of Directors, if any, will be made available by the Company at the Company's registered office, at Borsa Italiana S.p.A. and in this section of the website by April 16, 2012.

Pursuant to article 127-ter of Legislative Decree No. 58 of February 24, 1998, shareholders in relation to which the Company has received the communication by an authorized intermediary pursuant to article 23 of the Regulation jointly approved by the Bank of Italy and Consob on February 22, 2008, may ask questions in relation to the items on the agenda also before the Meeting.

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 due when the information requested is already provided in the Q&A format of this section of the website.

In order for the Company to give adequate answers, shareholders who intend to ask questions before the Meeting are invited to provide the Company with their questions within the second trading day before the Meeting (i.e. by April 26, 2012).

Shareholders are also invited to clearly indicate the item on the agenda, of the ordinary or extraordinary session, to which the questions submitted refer to.
The questions shall be sent to the Company:

• by ordinary mail, to the following address:

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

or

• by fax, at No. +39 06 8305 50 28.

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, shareholders shall indicate their: name and surname; place and date of birth; Tax identification number, e-mail address; telephone number.

Information on 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 each time necessary 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 lack of these personal data could determine the impossibility to proceed with the requests submitted from time to time.
The personal data processing, for the purposes written above, shall be carried out mainly with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and shall 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 personal data processing.

Personal data shall be stored for a period of 36 months and shall not be communicated to third parties, except when required by applicable laws or regulations. The data controller is allowed to transmit the personal data to Servizio Titoli S.p.A. (that will process the data in his capacity as responsible for the data processing) in order to allow for the correct 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 Head of Legal and Corporate Affairs, domiciled at the registered office of Enel S.p.A., who is entitled, upon request, and pursuant to article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide for the information requested by paragraph 2 of the aforementioned article 7 (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 the data processing in those cases and for those purposes provided for in Legislative Decree No. 196/2003.

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

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

In the present section are published the notices regarding the solicitation of proxies, promoted pursuant to articles from 136 to 144 of Legislative Decree n. 58 of February 24, 1998, and articles from 135 to 139 of the Issuers' Regulation adopted by Consob (with resolution No. 11971 dated May 14, 1999, as subsequently amended and supplemented).

The solicitation of proxies promoted by Franco Maria Vagge with notice published on April 5, 2012, as subsequently rectified, has been interrupted by the promoter, pursuant to article 139 of the Issuers' Regulation adopted by Consob, on April 20, 2012, as indicated in the file attached herebelow.