ENEL GREEN POWER: THE GENERAL SHAREHOLDERS MEETING APPROVES 2010 FINANCIAL STATEMENTS
The financial statements as of December 31, 2010 were approved; a dividend of Euro 0.0272 per share was approved.
The Board of Directors was integrated with three additional independent members.
The new Board of Statutory Auditors was appointed.
The External Auditor for the period 2011-2019 was appointed.
The amendments to the By-laws were approved.
Rome, April 27, 2011 The Ordinary and Extraordinary Shareholders Meeting of Enel Green Power S.p.A. met today in Rome under the chairmanship of Mr. Luigi Ferraris.
In the ordinary session of the Shareholders Meeting the financial statements of Enel Green Power S.p.A. as of December 31, 2010 - showing a net income amounting to Euro 344,332,381.24 were approved and the consolidated financial statements were presented.
Upon proposal of the Board of Directors, the Shareholders Meeting approved a dividend for the financial year ended 2010 of Euro 0.0272 per ordinary share that will be paid - before withholding tax - starting May 26, 2011, with ex-dividend date on May 23, 2011 (coupon no. 1).
The Shareholders Meeting furthermore integrated the composition of the Board of Directors with three additional independent members as minority shareholders nominees increasing the number of the members of the Board of Directors from seven to ten.
On the basis of the proposals of the minority shareholders, the following individuals have been appointed as directors: Mr. Giovanni Pietro Malagnino (candidate proposed by Fondazione Enpam and Inarcassa jointly holders of 1.50% of the share capital), Mr. Luca Anderlini and Mr. Daniele Umberto Santosuosso (both candidates proposed by the some institutional investors jointly holders of 0.23% of the share capital). The newly appointed Directors shall terminate their office along with the members in office as of the date of their appointment and therefore on the date of the approval of 2012 financial statements. The above mentioned Directors stated to hold the requisites of reputation as established by the legislation, and those of independence as established by the Consolidated Financial Act and the Corporate Governance Code for listed companies. The biographies of the new members of the Board of Directors are available on the Companys website (www.enelgreenpower.com).
As a consequence of the above mentioned integration, therefore, the Board of Directors is composed by a majority of independent directors (6 out of 10).
The Shareholders Meeting also appointed a new Board of Statutory Auditors, which will be composed of Mr. Franco Fontana (appointed as Chairman as drawn from the minority slate presented by Fondazione Empam and Inarcassa jointly holders of 1.50% of the share capital), Mr. Leonardo Perrone and Mr. Giuseppe Ascoli as regular Statutory Auditors (both confirmed in the office and drawn from the slate presented by the Companys reference shareholder, Enel S.p.A. holder of 69,17% of the share capital), as well as Mr. Giulio Monti and Mr. Pierpaolo Singer as alternate Statutory Auditors (drawn, respectively, from the aforementioned slates presented by Enel S.p.A. and Fondazione Enpam and Inarcassa). The appointed Board of Statutory Auditors will remain in office until the approval of 2013 financial statements. The slates and the biographies of the new members of the Board of Statutory Auditors are available on the Companys website (www.enelgreenpower.com).
The Shareholders Meeting resolved upon the remuneration for the effective members of the board of Statutory Auditors as follows: a yearly compensation of Euro 60,000 for the Chairman and a yearly compensation of Euro 45,000 for each of the regular members.
The Shareholders Meeting, upon proposal of the Board of Statutory Auditors, appointed Reconta Ernst & Young S.p.A. as External Auditor of Enel Green Power S.p.A. for the period 2011-2019, pursuant to articles 13 and 17 paragraph 1 of the Legislative Decree no. 39/2010 determining a compensation for the related services equal to Euro 1,868,238.29, for the whole period 2011-2019.
Finally, Shareholders Meeting, in the extraordinary session, upon proposal of the Board of Directors, approved some amendments to the Company By-laws in order to harmonize its contents with the provisions of Legislative Decree no. 27/2010 concerning the participation in the shareholders meeting by electronic means and with the provisions of the Regulation concerning transactions with related parties, adopted by CONSOB with resolution No. 17221 of March 12, 2010.