Shareholders' meeting 2012
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Representation at the Meeting

    
 

  • Ordinary proxy
  • Proxy notification
  • Proxy to the representative appointed by the Company

Ordinary proxy

Those who are entitled to vote in the Meeting may appoint a proxy holder pursuant to the applicable laws, by way of a proxy in writing granted in accordance with the applicable laws.

We remind you that, according to article 135-decies of the 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.

Moreover, we remind that, pursuant to 135-novies of the of Legislative Decree No. 58 of February 24, 1998, the proxy can entitle the proxy holder to be substituted by another person of his or her choice, without prejudice to the right of the proxy holder to indicate one or more substitutes.

The substitution of the proxy holder with a substitute in conflict of interest may be allowed only at the condition that the substitute is 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.

It is downloadable in printable version from this section of the website the form of the proxy, which may be used for conferring the proxy.

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 45417413 (from Monday to Friday from 9:00 am to 6:00 pm).

Proxy notification

The proxy shall be filled out entirely, with legible characters and duly signed.

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 grantor.

In order to facilitate the execution of the Shareholders’ Meeting works,  please provide the Company with the aforementioned proxy at least two trading days before the date set for the Meeting on first call (i.e. within April 25, 2012).

The proxy may be sent to the Company with the following modalities:

  1. Enel Green Power S.p.A.
    Corporate Affairs – Rif. “Delegation of voting”
    IV Tower II floor
    Viale Regina Margherita n. 125
    00198 Rome;
    or
  2. by fax, to No. +39 06 8305 2700

The Company reserves the right not to accept the proxies, notified by fax, which are illegible.

Please indicate in the message accompanying the proxy a telephone number, a fax number or an email address of the sender.

Privacy policy pursuant to Legislative Decree No. 196/2003

The data controller, Enel Green Power 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. In case of failure to transmit these personal data, it could determine the impossibility to proceed with the requests from time to time submitted.

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 the personal data processing.

The personal data shall be stored for a period of 36 months and shall not be communicated to third parties, except when requested 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 proceed with the rights provided in this section of the website, with respect to the Meeting.

The person responsible for the data processing is the responsible of the Corporate Affairs Department, domiciled at the registered office of Enel Green Power 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 treatment of personal data.

Pursuant to article 135-novies, paragraph 6, of Legislative Decree No. 58 of February 24, 1998, and article 10.1 of the Bylaws, the proxy can be notified to the Company even electronically, using the appropriate section “Electronic proxy notification" of this website.

Proxy to the representative appointed by the Company

The proxy can be given also to Servizio Titoli S.p.A., with registered office in Via Lorenzo Mascheroni, No. 19, 20145 Milan, 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 items of the agenda, and shall be effective only for those items of the agenda in relation to which voting instructions have been 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 request to the authorized intermediary the relevant notice attesting that such party is entitled to participate at the Meeting and to exercise his or her voting rights, pursuant to article 83-sexies of Legislative Decree No. 58 of February 24, 1998.

In order to give the proxy to the representative appointed by the Company, the grantor may use a specific web applicative, prepared and managed directly by Servizio Titoli S.p.A. and available for the compilation in guided filling of the proxy to the representative appointed by the Company.

The web applicative, which shall be accessible by the specific link in this section of the website, shall be made available twenty-one days before the date set for the Meeting on first call (i.e. April 5, 2012).

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 website.

Form of the proxy to the representative appointed by the Company

The proxy filled out entirely and duly signed shall be received by the representative appointed by the Company, in original version, 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 Shareholders’ Meeting of Enel Green Power S.p.A.
Via Monte Giberto No. 29
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, always by the end of April 25, 2012:

  1. by fax, to No. +39 06 45417450;
    or
  2. by mail, to the following address egp@pecserviziotitoli.it.

The proxy and the voting instructions may always be revoked within the said 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 45417413 (from Monday to Friday from 9:00 am to 6:00 pm).

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 45417413.

       

Last update: March 27, 2012

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