Rome, 11 April 2007 The Board of Directors of Enel, meeting today under the chairmanship of Piero Gnudi, has supplemented the agenda of the Shareholders Meeting called to approve the 2006 financial statements.
Following the supplement, the Shareholders Meeting is called to convene on 23 May (first call on both ordinary and extraordinary session), 24 May (second call on extraordinary session) and 25 May (second call on ordinary session and third call on extraordinary session).
The Shareholders Meeting will be asked to approve a number of amendments to the bylaws to bring them into compliance with changes made to the Unified Financial Act (Legislative Decree n. 58/1998) by the Law on the protection of savings (Law n. 262/2005) and the related corrective decree (Legislative Decree n. 303/2006).
The amendments to the bylaws are intended first and foremost to ensure that the lists of director candidates contain an adequate number of persons meeting independence requirements provided for by law and that such number is maintained over the Boards term in office. In addition, the lists of director candidates must receive a sufficient number of votes (not less than half the percentage required to present a list) for the persons on the lists to be appointed directors. Finally, requisites of professionalism are established for the executive in charge of preparing the corporate accounting documents.
At todays meeting, the Board of Directors, acting on the basis of the powers granted to it in the bylaws, approved two additional changes to the bylaws to bring them into line with the Unified Financial Act as amended by the Law on the protection of savings. The changes regard the appointment of the regular statutory auditor nominated by minority shareholders as the chairperson of the Board of Statutory Auditors and rules governing the individual powers of the members of the Board of Statutory Auditors. These changes were adopted directly by the Board of Directors as they involved cases of mere adjustment of corporate bylaws to law provisions, whereas the amendments to the bylaws that will be submitted to the Shareholders Meeting as indicated above allow a degree of discretion in determining their specific contents, which requires shareholders approval.
The Shareholders Meeting will also be asked to authorise the Board of Directors to increase share capital by a maximum of 27,920,000 euros to serve the 2007 stock option plan addressed to Enel Group executives. The guidelines for the plan were approved by the Board of Directors at its meeting of March 27, 2007 and will be submitted for approval at the upcoming Shareholders Meeting, as previously announced.
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