ENEL: BOARD OF DIRECTORS COMPLETES UPDATING OF BYLAWS TO INCORPORATE NEW SHAREHOLDERS RIGHTS REGULATIONS

Published on Thursday, 21 October 2010

Rome, October 21st, 2010 - The Board of Directors of Enel SpA ("Enel") met today under the chairmanship of Piero Gnudi and approved a number of amendments to the bylaws in order to fully harmonize its contents with the changes introduced through Legislative Decree 27/2010 (implementing into Italian law European Directive 2007/36/EC, which seeks to facilitate the participation of shareholders in the general meetings of listed companies).

The amendments approved today complete an adjustment process of the company’s bylaws that was initiated at the Extraordinary Shareholders' Meeting held on April 29, 2010, which approved a number of "optional" amendments to the bylaws, that is the adoption of which Legislative Decree 27/2010 left to the discretion of each listed company.

At today's meeting, the Board of Directors instead approved the "mandatory" amendments to the bylaws, which, as they merely require the adaptation of the bylaws to reflect the regulatory changes introduced by Legislative Decree 27/2010, fall under the jurisdiction of the Board of Directors as laid down by the law and the bylaws.

In particular, the bylaws amendments approved today concern:

  • the rules governing the right to participate in shareholders' meetings and to exercise voting rights. In this matter, the changes introduced with Legislative Decree 27/2010 shifted the date as of which shares must be owned from the date of the shareholders' meeting to the so-called record date, under which the right to attend and vote at the meeting pertains to whoever holds that right as at the end of the seventh trading day before the date set for the meeting at first or sole call;
  • the procedure for appointment of the Board of Directors and the Board of Statutory Auditors, for which Legislative Decree 27/2010 established that the ordinary rules contained in the Consolidated Financial Act (and its implementing provisions) shall apply rather than special rules set out in the Privatisation Act (Law 474/1994);
  • the implementation of specific arrangements for electronic notification of proxies that shareholders may use with the Company.

The amendments to the bylaws adopted today by the Board of Directors, as those approved by the Extraordinary Shareholders' Meeting of April 29, 2010, will apply as from Shareholders' Meetings whose notice is published after October 31st, 2010. 

Price Sensitive | October, 21 2010

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