ENEL: THE SHAREHOLDERS’ MEETING APPROVES THE ITEMS ON THE AGENDA AND APPOINTS NEW BOARD OF STATUTORY AUDITORS

  • Financial statements as of 31 December 2006 approved; dividend of 0.49 euros per share for full year 2006 resolved (0.20 euros already paid as interim dividend in November 2006 and balance of 0.29 euros to be paid in June 2007);
  • New Board of Statutory Auditors appointed for 2007-2009;
  • KPMG’s mandate to audit the accounts extended for 2008-2010;
  • Stock option plan for 2007 approved. Board of Directors authorized to increase the share capital to serve the plan;
  • Amendment to bylaws approved with regard to the updating of the vote system for the appointment of the board of directors, as well as the qualifications for the manager in charge of preparing corporate accounting documents.

Rome, 25 May 2007 – The Shareholders’ Meeting of Enel S.p.A. met today in Rome in ordinary and extraordinary session under the chairmanship of Piero Gnudi.

In the ordinary session the Meeting approved the financial statements of Enel S.p.A.  as of 31 December 2006 and presented  the results of the consolidated financial statements of the Enel Group. Acting on a proposal of the Board of Directors, the Meeting then approved a full-year dividend for 2006 of 0.49 euros per share with the distribution of the balance of 0.29 euros per share following the payment of an interim dividend of 0.20 euros per share in November 2006.
The balance of the dividend will be paid as from 21 June 2007, with the ex dividend date set at 18 June (coupon no. 9).

The Shareholders’ Meeting also appointed a new Board of Statutory Auditors, which will be composed of Franco Fontana (Auditor of Enel since 2001, now appointed as Chairman as being presented by minority shareholders), Carlo Conte and Gennaro Mariconda (Auditors, the first confirmed in  this office), Giancarlo Giordano and Paolo Sbordoni (alternate Auditors). The above mentioned Board of Statutory Auditors will remain in place until the approval of the 2009 financial statements.

Acting on a proposal of the expiring Board of Statutory Auditors, the Meeting also extended the mandate of KPMG SpA to audit the accounts for 2008-2010, in accordance with the provisions of the Legislative Decree of 29 December 2006, n. 303 (corrective Decree of the Investor Protection Act n. 262/2005).

The Meeting also approved, in ordinary session, the 2007 stock option plan for Enel Group executives and vested the Board of Directors with all the powers necessary to implement the plan. Accordingly, the Meeting, in extraordinary session, also granted the Board a five-year authorization to increase the share capital by a maximum of 27,920,000 euro to serve the 2007 stock option plan.

In the extraordinary session, the Meeting also approved some amendments to the bylaws required by the Legislative Decree of 29 December 2006, n.303 providing for the updating of the vote system for the appointment of the Board of Directors in order to guarantee the presence within the same Board of an adequate number of independent directors. The Meeting has also set forth in the bylaws the qualifications for the manager in charge of preparing corporate accounting documents.

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