Enel Green Power S.p.A.
Registered Office –Viale Regina Margherita, 125, Rome
Share capital € 1,000,000,000.00 fully paid up
VAT number and Companies Register of Rome No. 10236451000
R.E.A. of Rome No. 1219253
Entity subject to management and coordination by Enel S.p.A.
Notice of Ordinary and Extraordinary Shareholders’ Meeting
An ordinary and extraordinary Meeting is convened on April 27, 2012 at 3.00 pm in Rome, at Centro Congressi Enel at Viale Regina Margherita, 125, on first call, and, if necessary, on second call on April 28, 2012, at the same hour and location of the first call, to discuss and resolve on the following
AGENDA
Ordinary meeting:
- Financial statements as of December 31, 2011. Reports of the Board of Directors, of the Board of Statutory Auditors and of the External Auditor. Related resolutions. Presentation of the consolidated financial statements for the year ended December 31, 2011.
- Allocation of the net income of the year.
- Report on remuneration.
Extraordinary meeting:
- Harmonization of the Bylaws with the provisions introduced by Law No. 120 of July 12, 2011, concerning the equal right of appointment in managing and supervisory boards of listed companies: amendment of Articles 13 and 24 of the Bylaws and introduction of the new Article 29.
Information on the share capital
As of the date of this notice, the share capital of Enel Green Power S.p.A. is equal to Euro 1,000,000,000.00 and is divided into No. 5,000,000,000 ordinary shares with a nominal value of Euro 0,20 each.
Title to participate at the Meeting
Pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 (hereinafter referred to as the “Consolidated Financial Act”) and Article 9 of the Bylaws, the right to participate at the Meeting and to exercise the voting rights – also with a proxy - shall be conditional upon the receipt by the Company of a notice by an authorized intermediary, stating the right to participate in the Meeting and to vote, based on the intermediary’s accounting records at the end of the seventh trading day prior to the date of the shareholders’ Meeting on first call (i.e. on April 18, 2012). The credit or debit registrations made into the accounts after the said term do not count for the purpose of being entitled to exercise the voting right at the Meeting.
Representation at the Meeting
Ordinary proxy
Pursuant to Articles 135-novies and following of the Consolidated Financial Act and Article 2372 of the Italian Civil Code, those who are entitled to vote in the Meeting may appoint a representative. To this purpose, the form of the proxy is available in the section of the Company’s website (www.enelgreenpower.com) dedicated to the present Meeting. The proxy may be sent to the Company by ordinary mail (addressed to Enel Green Power S.p.A. – Corporate Affairs – Viale Regina Margherita No. 125 - 00198 Rome – Ref. “Voting Proxy”), or by fax at No. +39 06 8305 2700 or electronically through the specific section of the Company’s website dedicated to the present Meeting, as provided by Article 10.1 of the Bylaws. In order to facilitate the execution of the Shareholders’ meeting works, please provide the Company with the proxy at least 2 trading days before the date of the Meeting on first call (i.e. within April 25, 2012). The representative 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 version and the identity of the delegating person.
Proxy to the representative appointed by the Company
The proxy may also be given to Servizio Titoli S.p.A., with registered office in Via Lorenzo Mascheroni 19 – 20145 Milan, which has been appointed as a representative by the Company pursuant to Article 135-undecies of the Consolidated Financial Act. In this respect, for this purpose it may be used the specific web applicative prepared and managed by Servizio Titoli S.p.A. for the guided filling of the proxy form to the appointed representative, which shall be accessible through the section of the Company’s website dedicated to the present Meeting. The proxy form to the representative appointed by the Company is also available, in printable version, in the section of the Company’s website dedicated to the present Meeting.
The proxy to the representative appointed by the Company shall contain voting instructions for all or certain items on the agenda and shall be received by the said representative, in original, no later than the end of the second trading day before the Meeting on first call (i.e. by the end of April 25, 2012), at the following address: Servizio Titoli S.p.A. – (Ref. “Proxy for the Meeting Enel Green Power S.p.a.”), Via Monte Giberto No. 29, 00138 Rome. 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, within the same term above-mentioned, by fax to No. +39 06 45 41 74 50 or by email at egp@pecserviziotitoli.it. The proxy and the voting instructions may always be revoked within the foregoing term with the same modalities above indicated. The proxy shall be effective only for those items of the agenda in relation to which voting instructions have been given. The shares, in relation to which a full or partial proxy has been given, are taken into account for the duly composition of the Meeting. For the items of the agenda in relation to which voting instructions have not been 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
Right to put items on the agenda
Pursuant to Article 126-bis of the Consolidated Financial Act, 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 this notice (i.e. within April 6, 2012), to put items on the agenda, indicating in the request the additional items to be discussed. The supplement to the agenda is excluded 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 indicated in Article 125-ter, paragraph 1, of the Consolidated Financial Act. The requests to put items on the agenda may be presented by those in relation to which the Company has received a specific communication, certifying the relevant right, by an authorized intermediary pursuant to Article 23 of the Regulation approved by joint decision of the Bank of Italy and of Consob on February 22, 2008.
For further information regarding the right to put items on the agenda and the modalities of its exercise, please see the section of the Company’s website dedicated to the present Meeting
Right to ask questions before the Meeting
Pursuant to Article 127-ter of the Consolidated Financial Act, those shareholders in relation to which the Company has received a specific communication, certifying the relevant right, by an authorized intermediary (still pursuant to art. 23 of the Regulation approved by joint decision of the Bank of Italy and of Consob on February 22, 2008) may ask questions before the Meeting.
In order to ensure proper answers , those shareholders who intend to make use of the right to ask questions before the Meeting are invited to provide the Company with their questions within the second trading day before the date of the Meeting on first call (i.e. within April 25, 2012). Questions submitted before the Meeting will be answered no later than during the Meeting. For further information on the right to ask questions before the Meeting, please see the section of the Company’s website dedicated to the present Meeting.
Report on remuneration
With reference to the third point of the ordinary meeting part of the agenda it is pointed out that pursuant to Article 123-ter, paragraph 6, of the Consolidated Financial Act, the Meeting is called for the first time to resolve the first section of the report on remuneration which explains the Company’s policy on the remuneration of the Board of Directors members , the General Manager and the Executives with strategic responsibilities with reference to the financial year 2012 and the procedures used to adopt and implement this policy. According to the provision set in Article 123-ter, paragraph 6, of the Consolidated Financial Act, the resolution is not binding.
Documentation
Documents relating to the Meeting - including the annual financial report as well as the illustrative reports of the Board of Directors on the items of the agenda and the relevant proposal for resolution - shall be made available to the public at the Company’s registered office, at Borsa Italiana S.p.A. and in the section of the Company’s website dedicated to the present Meeting, within the terms set out in applicable laws. Shareholders and, if different, those entitled to participate to the Meeting, shall have the faculty to obtain copy thereof.
Detailed information on terms and modalities for the publication of the documents relating to the Meeting is available in the section of the Company’s website dedicated to the present Meeting.
Other information
In order to facilitate the verification of their entitlement to attend the Meeting, those who are entitled to vote may submit the documents evidencing such entitlement to the Company by ordinary mail (addressed to Enel Green Power S.p.A. – Corporate Affairs – Viale Regina Margherita No. 125 – 00198 Rome – Ref. “Title to participate in the Meeting”) also as a copy, or by fax at No +39 06 8305 2700, as to be received by the Company at least two trading days before the date of the Meeting on first call (i.e. within April 25, 2012). Experts, financial analysts, journalists and other individuals who may intend to attend the Meeting must submit their request to the Company by ordinary mail (addressed to Enel Green Power S.p.A. – Corporate Affairs – Viale Regina Margherita No. 125 – 00198 Rome – Ref. “Title to participate in the Meeting”), or by fax at No. +39 06 8305 2700, as to be received by the Company at least two trading days before the date of the Meeting on first call (i.e. within April 25, 2012).
Participation to this Meeting by electronic means is not allowed
Those attending the Meeting are invited to arrive before the time on which the Meeting has been called, in order to facilitate the registration procedures, which will start from 13.00.
For further information, a Meeting assistance service is available at the following numbers: telephone No. +39 06 45 41 74 13 - fax No. +39 06 45 41 74 50.
The Chairman of the Board of Directors
Luigi Ferraris
The present notice of the Meeting was also published by the Company on March 27, 2012 in the following newspapers: Il sole 24 ore and La Repubblica.
