New Board of Directors appointed for 2011-2013 term.
Reconta Ernst & Young SpA appointed as External Auditor for the period 2011-2019.
By-laws amendments approved in order to allow participation to the Shareholders Meetings by electronic means and to implement the procedure for transactions with related parties adopted by the Company.
In the Ordinary session shareholders first approved the financial statements of Enel SpA at 31st December 2010, while the consolidated financial statements of the Enel Group were presented.
Acting on a proposal of the Board of Directors, the shareholders then approved a dividend for whole year 2010 of 0.28 euros per share and the distribution of 0.18 euros per share as the balance, taking account of the interim dividend of 0.10 euros per share already paid in November 2010. The balance of the dividend will be paid before withholding tax, if any as from 23rd June 2011 with an ex-dividend date of 20th June (coupon no. 18).
The Shareholders Meeting also appointed the new Board of Directors, whose term will expire with the approval of the financial statements for 2013. The new Board is composed of Paolo Andrea Colombo (appointed as Chairman), Fulvio Conti, Lorenzo Codogno, Mauro Miccio, Fernando Napolitano, Gianfranco Tosi (drawn from the slate filed by the reference shareholder, the Ministry for the Economy and Finance), Alessandro Banchi, Pedro Solbes and Angelo Taraborrelli (drawn from the minority slate filed by a group of institutional investors).
Alessandro Banchi, Mauro Miccio, Pedro Solbes, Angelo Taraborrelli and Gianfranco Tosi affirmed that they met the independence requirements provided for by the law (specifically, the Unified Financial Act). The slates from which the members of the new Board were elected and their biographies are available on Enels website (www.enel.com).
The Shareholders Meeting, upon proposal of the Board of Statutory Auditors, appointed Reconta Ernst & Young SpA as External Auditor of Enel SpA for the period 2011-2019, determining a compensation for the related services equal to 3,480,791.55 euros for the whole period 2011-2019.
Finally, in the Extraordinary session shareholders, upon proposal of the Board of Directors, approved some amendments to the Company By-laws. Such amendments were first aimed at introducing the possibility to participate to the Shareholders Meetings by electronic means (in line with the new discipline introduced by Legislative Decree n. 27/2010, implementing in Italy the EU Directive 2007/36/EC, regarding the exercise of certain rights of shareholders in listed companies), while assigning to the Board of Directors the task to decide, with reference to each Shareholders Meeting, whether such method of participation should be applied and in which ways, in order to take into account the evolution and reliability of the technical tools available. Moreover, the Bylaws amendments approved by the Shareholders Meeting were aimed to give full effect to the procedure for transactions with related parties adopted by the Board of Directors in November 2010 pursuant to the relevant Regulation adopted by Consob with Resolution No. 17221/2010 whose provisions entered into force on 1st January, 2011; in particular, such By-laws amendments affected the ways of authorization or approval by shareholders of transactions of major importance in case the related parties Committee has issued a negative opinion, as well as the possibility to follow a simplified procedure for transactions carried out in case of urgency.
Enel S.p.A. provides for the dissemination to the public of regulated information by using SDIR NIS, managed by BIt Market Services, a London Stock Exchange Group's company, with registered office at Milan, Piazza degli Affari, 6. For the storage of regulated information made available to the public, Enel S.p.A. has adhered, as from July 1st, 2015 to the authorized mechanism denominated “NIS-Storage”, available at the address www.emarketstorage.com, managed by the above mentioned BIt Market Services S.p.A. and authorized by CONSOB with the resolution No. 19067 of November 19th, 2014. From May 19th 2014 to June 30th 2015 Enel S.p.A. used the authorized mechanism for the storage of regulated information denominated “1Info”, available at the address www.1info.it, managed by Computershare S.p.A. with registered office in Milan and authorized by CONSOB with resolution No. 18852 of April 9th, 2014