Shareholders' Rights

Pursuant to Article 83-sexies of Legislative Decree no. 58 of February 24, 1998 and Article 10.1 of the Corporate Bylaws, the right to attend and vote at the Meeting – also by proxy – shall be conditional upon the receipt by the Company of a notice by an authorized intermediary, stating the right to attend and vote at the Meeting, based on the accounting records at the end of the seventh trading day prior to the date of the Shareholders’ Meeting (i.e. on May 7, 2019).

The credit or debit registrations made on the accounting records after the said term shall not be taken into account for the purpose of entitling to vote at the Shareholders’ Meeting.

​​​​​​​​​​​​​​Ordinary Proxy

Pursuant to Articles 135-novies and following of Legislative Decree no. 58 of February 24, 1998, those who are entitled to vote at the Meeting may appoint a representative, by means of a proxy granted in writing, pursuant to the applicable laws. The proxy may also be granted through a document electronically signed pursuant to the Legislative Decree no. 82 of March 7, 2005.

It is reminded that, pursuant to Article 135-novies of Legislative Decree no. 58 of February 24, 1998, 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 appoint one or more substitutes.

It is also recalled 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 relation to which the proxy holder is expected to vote on behalf of the shareholder. The proxy holder shall have the burden of proof regarding the 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 has been 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 granting the proxy, is downloadable in printable version from this website.

If the form of proxy is not available in electronic form due to technical reasons, it will be sent in hard copy, free of charge, upon request, 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 attend and vote at the Meeting, the granting 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 attend the Meeting and to exercise his or her voting right, pursuant to Article 83-sexies of Legislative Decree no. 58 of February 24, 1998.

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 14, 2019):

  • by mail, to the following address:

 

Enel S.p.A.
Legal and Corporate Affairs - Ref. “Proxy Vote”
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 form “Electronic proxy notification” of this website.

 

The Company reserves the right not to accept proxies which are sent electronically with damaged files or are otherwise illegible.

Please indicate in the message accompanying the proxy a telephone number, fax number or e-mail address of the sender.

 

Information on processing of personal data

Controller

Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 00934961003 (hereinafter, “Enel” or the “Controller”), in its capacity as Controller, will process Personal Data (as defined hereinafter) in compliance with the provisions of the applicable laws on protection of personal data (articles 13 and 14 of the Regulation (EU) No. 679/2016 – “GDPR” and Legislative Decree no. 196 of June 30, 2003) as well as with this information.

Data Protection Officer (DPO)

The Controller appointed a DPO which can be reached at the following email address dpo@enel.com.

Object and Modalities of the Processing of Personal Data

The Controller will process your identifier personal data (such as name, surname, residence) provided by you or the personal data concerning third parties (e.g., sub-delegated or substitutes of proxy holders) provided by you (“Personal Data”) with respect to the right to attend the shareholders’ meeting (hereinafter, the “Meeting”) and to the further activities related to the latter, for example voting and intervening.

Processing of Personal Data under this information means any operation or set of operations which is performed on Personal Data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The Processing of Personal Data will be carried out manually and/or with the use of computerized mechanisms and by means of information technology systems.

Purposes and legal basis for the processing

Enel will process the Personal Data in relation to the attendance to the Meeting, in particular with respect to the attendance to the latter in person or by proxy, to the right to add items on the agenda and to ask questions before the Meeting.

The legal basis for the processing is represented by the Controller’s obligation deriving from the law to grant the exercise by you – also through proxy holders or sub-delegated – of the rights granted by the applicable law in relation to the attendance to the Meeting.

The transmission and the processing of the Personal Data are necessary for the abovementioned purposes. The failure to transmit such Personal Data determines the impossibility to accept the request made from time to time.

Recipients of Personal Data

In compliance with the principle of data minimisation, the Personal Data, for the pursposes described above, may be disclosed to:

a) employees and partners of the Controller which are entrusted with the data processing before, during and after the Meeting;
b) third companies or other persons that carry out activities on behalf of the Controller;
c) Computershare S.p.A., a company not belonging to Enel Group, appointed as processor for the purposes of ensuring protection of the shareholders’ rights provided for by the applicable laws.

Transfer of Personal Data

Your Personal Data will be processed within the European Union and stored on server cloud located within the European Union.

Period for which the Personal Data will be stored

The Personal Data provided will be stored pursuant to the proportionality principle until the purposes of the processing are pursued and, in any case, for a period not exceeding 10 years and will not be communicated to third parties, except for the purpose of complying with the applicable laws or regulations. Such period is compliant with the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 which requires the issuers to disclose regulated information on their internet website and to keep it disclosed for five years.

Rights of data subjects

Under the applicable laws, with reference to the Personal Data provided, it is possible to exercise the following rights:

(i)           right to access to and obtain copy;
(ii)          right to request rectification;
(iii)         right to request erasure;
(iv)         right to obtain the restriction of processing;
(v)          right to object the processing;
(vi)         right to receive the personal data in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller.

For the exercise of the above-mentioned rights please refer to the following email address privacy.ca@enel.com.

Please note that it is possible to obtain additional information on Personal Data by the Enel’s Data Protection Officer, as indicated above, indicating mandatorily in the subject “Shareholders’ Meeting of Enel S.p.A.”.

We remind you that the applicable laws provide for the right to lodge a complaint with the Italian Data Protection Authority, with registered office in Rome, Piazza Venezia no. 11; Tel. (+39) 06.696771, email: garante@gpdp.it.

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


The proxy may also be given to Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni no. 19, in its capacity as 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 on the agenda, and shall be effective only for those items on 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 quorum 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 delivery costs and expenses (if any).

Computershare S.p.A. may receive proxies only in its capacity as representative appointed by the Company according with the procedures set forth pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998.

It should be noted that, in order to attend and vote at the Meeting, the granting 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 attend 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 the specific web application, prepared and managed directly by Computershare S.p.A., which can be used for the guided filing of the form of the proxy to the representative appointed by the Company.

Guided filing of the form 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. by May 14, 2019) at the following address:

Computershare S.p.A.
Ref. “Proxy for the Shareholders’ Meeting of Enel S.p.A.”
Via Monte Giberto no. 33
00138 Roma

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 May 14, 2019:

  • 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.

Please note that, if the form of the proxy to the representative appointed by the Company is not available in electronic form due to 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 regarding the granting of the proxy to the representative appointed by the Company, please call Computershare S.p.A. at +39 06 45417413.

 


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 from the publication of the Notice of the Meeting (i.e. by April 13, 2019), to add items on the agenda, indicating, in the related request, the additional proposed items to be discussed, or to submit resolution proposals on items already on the agenda. Those entitled to vote may individually submit resolution proposals during the Meeting.

The agenda cannot be integrated with items in relation to which the Meeting resolves, pursuant to 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 under Article 125-ter, paragraph 1, of Legislative Decree no. 58 of February 24, 1998.

The requests to add 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 specific communication, certifying their shareholdings, from an authorized intermediary pursuant to the applicable laws.

The requests may be sent to the Company:

  • by ordinary mail to the following address:

Enel S.p.A.
Legal and Corporate Affairs – Ref. “Integration of the Agenda” and/or “Resolution proposals”
Viale Regina Margherita no. 137
00198 Roma

or

  • by fax, to no. +39 06 83055028

or

The Company reserves the right not to accept the requests of integration or the resolution proposals which are illegible or sent with files damaged or otherwise illegible.

Please indicate in the message accompanying the requests of integration or the resolution proposals a telephone number, fax number or e-mail address of the sender.

 

Information on processing of personal data

Controller

Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 00934961003 (hereinafter, “Enel” or the “Controller”), in its capacity as Controller, will process Personal Data (as defined hereinafter) in compliance with the provisions of the applicable laws on protection of personal data (articles 13 and 14 of the Regulation (EU) No. 679/2016 – “GDPR” and Legislative Decree no. 196 of June 30, 2003) as well as with this information.

Data Protection Officer (DPO)

The Controller appointed a DPO which can be reached at the following email address dpo@enel.com.

Object and Modalities of the Processing of Personal Data

The Controller will process your identifier personal data (such as name, surname, residence) provided by you or the personal data concerning third parties (e.g., sub-delegated or substitutes of proxy holders) provided by you (“Personal Data”) with respect to the right to attend the shareholders’ meeting (hereinafter, the “Meeting”) and to the further activities related to the latter, for example voting and intervening.

Processing of Personal Data under this information means any operation or set of operations which is performed on Personal Data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The Processing of Personal Data will be carried out manually and/or with the use of computerized mechanisms and by means of information technology systems.

Purposes and legal basis for the processing

Enel will process the Personal Data in relation to the attendance to the Meeting, in particular with respect to the attendance to the latter in person or by proxy, to the right to add items on the agenda and to ask questions before the Meeting.

The legal basis for the processing is represented by the Controller’s obligation deriving from the law to grant the exercise by you – also through proxy holders or sub-delegated – of the rights granted by the applicable law in relation to the attendance to the Meeting.

The transmission and the processing of the Personal Data are necessary for the abovementioned purposes. The failure to transmit such Personal Data determines the impossibility to accept the request made from time to time.

Recipients of Personal Data

In compliance with the principle of data minimisation, the Personal Data, for the pursposes described above, may be disclosed to:

a) employees and partners of the Controller which are entrusted with the data processing before, during and after the Meeting;
b) third companies or other persons that carry out activities on behalf of the Controller;
c) Computershare S.p.A., a company not belonging to Enel Group, appointed as processor for the purposes of ensuring protection of the shareholders’ rights provided for by the applicable laws.

Transfer of Personal Data

Your Personal Data will be processed within the European Union and stored on server cloud located within the European Union.

Period for which the Personal Data will be stored

The Personal Data provided will be stored pursuant to the proportionality principle until the purposes of the processing are pursued and, in any case, for a period not exceeding 10 years and will not be communicated to third parties, except for the purpose of complying with the applicable laws or regulations. Such period is compliant with the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 which requires the issuers to disclose regulated information on their internet website and to keep it disclosed for five years.

Rights of data subjects

Under the applicable laws, with reference to the Personal Data provided, it is possible to exercise the following rights:

(i)           right to access to and obtain copy;
(ii)          right to request rectification;
(iii)         right to request erasure;
(iv)         right to obtain the restriction of processing;
(v)          right to object the processing;
(vi)         right to receive the personal data in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller.

For the exercise of the above-mentioned rights please refer to the following email address privacy.ca@enel.com.

Please note that it is possible to obtain additional information on Personal Data by the Enel’s Data Protection Officer, as indicated above, indicating mandatorily in the subject “Shareholders’ Meeting of Enel S.p.A.”.

We remind you that the applicable laws provide for the right to lodge a complaint with the Italian Data Protection Authority, with registered office in Rome, Piazza Venezia no. 11; Tel. (+39) 06.696771, email: garante@gpdp.it.

 

It is reminded that, pursuant to Article 126-bis, paragraph 4, of Legislative Decree no. 58 of February 24, 1998, shareholders who request to add items on the agenda or to submit new resolution proposals on items already provided in the agenda shall prepare a report containing the reason of the resolution proposals regarding the additional items to be discussed or the reason concerning the additional resolution proposals on items 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 request to add items on the agenda.

The integration of the agenda or the submission of new resolution proposals on items already provided in the agenda are disclosed by the Company 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 additional resolution proposals on items already provided in the agenda and the aforementioned explanatory reports (together with possible assessments of the Board of Directors) will be made available by the Company at its registered office, in this section of the Company's website and according to the other modalities required by the applicable laws, together with the publication of the notice of the submission of the requests. 

 


Pursuant to Article 127-ter of Legislative Decree no. 58 of February 24, 1998 those shareholders entitled to exercise their voting rights, in relation to which the Company has received a specific communication from an authorized intermediary pursuant to the applicable laws, may ask questions on items on the agenda also before the Meeting.

Questions filed 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, not even at the Meeting, to questions asked before the Meeting, when the information requested is already provided in the “question and answer” format of this section of the website or when the answer has already been published in such section.

Answers made available to each person entitled to vote, 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 of the Meeting (i.e. no later than May 13, 2019) and are invited to clearly indicate the item on the agenda to which each question filed refers 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 Roma

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 of the website using the form “Upload the question”.

In order to allow the identification by the Company, the persons concerned shall indicate, together with the questions: their name and surname, place (Country and City) and date of birth, tax identification number (or equivalent), e-mail address and telephone number.

The Company reserves the right not to answer the questions which are illegible or sent with files damaged or otherwise illegible.

Please indicate in the message accompanying the questions a telephone number, fax number or e-mail address of the sender.

Information on processing of personal data

Controller

Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 00934961003 (hereinafter, “Enel” or the “Controller”), in its capacity as Controller, will process Personal Data (as defined hereinafter) in compliance with the provisions of the applicable laws on protection of personal data (articles 13 and 14 of the Regulation (EU) No. 679/2016 – “GDPR” and Legislative Decree no. 196 of June 30, 2003) as well as with this information.

Data Protection Officer (DPO)

The Controller appointed a DPO which can be reached at the following email address dpo@enel.com.

Object and Modalities of the Processing of Personal Data

The Controller will process your identifier personal data (such as name, surname, residence) provided by you or the personal data concerning third parties (e.g., sub-delegated or substitutes of proxy holders) provided by you (“Personal Data”) with respect to the right to attend the shareholders’ meeting (hereinafter, the “Meeting”) and to the further activities related to the latter, for example voting and intervening.

Processing of Personal Data under this information means any operation or set of operations which is performed on Personal Data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The Processing of Personal Data will be carried out manually and/or with the use of computerized mechanisms and by means of information technology systems.

Purposes and legal basis for the processing

Enel will process the Personal Data in relation to the attendance to the Meeting, in particular with respect to the attendance to the latter in person or by proxy, to the right to add items on the agenda and to ask questions before the Meeting.

The legal basis for the processing is represented by the Controller’s obligation deriving from the law to grant the exercise by you – also through proxy holders or sub-delegated – of the rights granted by the applicable law in relation to the attendance to the Meeting.

The transmission and the processing of the Personal Data are necessary for the abovementioned purposes. The failure to transmit such Personal Data determines the impossibility to accept the request made from time to time.

Recipients of Personal Data

In compliance with the principle of data minimisation, the Personal Data, for the pursposes described above, may be disclosed to:

a) employees and partners of the Controller which are entrusted with the data processing before, during and after the Meeting;
b) third companies or other persons that carry out activities on behalf of the Controller;
c) Computershare S.p.A., a company not belonging to Enel Group, appointed as processor for the purposes of ensuring protection of the shareholders’ rights provided for by the applicable laws.

Transfer of Personal Data

Your Personal Data will be processed within the European Union and stored on server cloud located within the European Union.

Period for which the Personal Data will be stored

The Personal Data provided will be stored pursuant to the proportionality principle until the purposes of the processing are pursued and, in any case, for a period not exceeding 10 years and will not be communicated to third parties, except for the purpose of complying with the applicable laws or regulations. Such period is compliant with the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 which requires the issuers to disclose regulated information on their internet website and to keep it disclosed for five years.

Rights of data subjects

Under the applicable laws, with reference to the Personal Data provided, it is possible to exercise the following rights:

(i)           right to access to and obtain copy;
(ii)          right to request rectification;
(iii)         right to request erasure;
(iv)         right to obtain the restriction of processing;
(v)          right to object the processing;
(vi)         right to receive the personal data in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller.

For the exercise of the above-mentioned rights please refer to the following email address privacy.ca@enel.com.

Please note that it is possible to obtain additional information on Personal Data by the Enel’s Data Protection Officer, as indicated above, indicating mandatorily in the subject “Shareholders’ Meeting of Enel S.p.A.”.

We remind you that the applicable laws provide for the right to lodge a complaint with the Italian Data Protection Authority, with registered office in Rome, Piazza Venezia no. 11; Tel. (+39) 06.696771, email: garante@gpdp.it.

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

Error. Please check and re-enter your name.
Error. Please check and re-enter your last name.
Error. Please check and re-enter your place of birth (Country).
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).
Phone number error. Please check and re-enter your number.
E-mail error. Please check and re-enter your e-mail.

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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Some problem occurred. If the file size exceeds the limit, choose another one.

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).
Phone number error. Please check and re-enter your number.
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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