The regulations regarding Internal dealing
The regulation on internal dealing - i.e., the transparency of transactions regarding shares of listed companies and related financial instruments carried out by officers of the companies involved and by persons closely connected with the latter - is provided for in article 114 of the Unified Financial Act (as amended following the implementation of the EEC rules concerning market abuse through the "EEC Law" 2004 - Law n. 62 of April 18, 2005) and in articles 152-sexies to 152-octies, as well as in attachment 6 of the so-called Issuers Regulation, published by Consob with resolution no. 11971 dated May 14, 1999, as subsequently amended).
As far as Enel Green Power is concerned, the rules currently in force are applicable to transactions involving the purchase, sale, subscription, and exchange of Enel Green Power shares or related financial instruments carried out by "important persons". This category consists of shareholders who own, directly and/or indirectly, at least 10% of the share capital of Enel Green Power S.p.A. (therefore Enel S.p.A.), the Directors and the regular Statutory Auditors of the aforesaid Enel Green Power S.p.A., as well as (as of today) 5 additional Enel Green Power executives holding positions identified according to the relevant regulations (and specified, together with the names of the Directors and the regular Statutory Auditors, on the attached list), because they have regular access to privileged information and are entitled to make management decisions that can affect Enel Green Power's development and prospects.
Transactions and persons subject to the regulations in force
Internal dealing transparency requirements do not apply in the event of transactions – including those carried out by persons closely connected with the "important persons" - whose total value in one year is at least 5,000. Euros. Following the aforementioned notification, important persons shall notify those transactions whose overall amount is at least 5,000 euros within year end.
In order to raise the governance standards of the Company if compared to the regulations currently in force, the Board of Directors of Enel Green Power considered it advisable to provide for the obligation for "important persons" (other than shareholders who own stakes amounting to 10% or more of the capital of Enel Green Power) to abstain from carrying out transactions subject to the internal-dealing regulations during two blocking periods lasting approximately one month each around the time of the approval of the year-end draft financial statements and of the half-year report by the Board of Directors.
Such provision is aimed at preventing the "important persons" from carrying out transactions that the market might perceive as suspect, because they take place during periods of the year that are particularly sensitive for corporate information.
Last update: October 2, 2015