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ELEQ: International Endesa: Endesa Annual General Shareholders' Meeting



  ELEQ: International Endesa: Endesa Annual General Shareholders' Meeting

UK Regulatory Announcement

NEW YORK

                           ENDESA, Sociedad Anónima
                                   (ENDESA)
                     Annual General Shareholders’ Meeting

On 25 February 2013, the Company’s Board of Directors resolved to convene the
Annual General Shareholders’ Meeting, to be held in Madrid, at the registered
offices located at calle Ribera del Loira no. 60, on 22 April 2013, at 12:30
p.m. in single call, in accordance with the following:

                                    Agenda

1. Examination and approval, as the case may be, of the Individual Annual
Financial Statements of ENDESA, S.A. (Statement of Financial Position, Income
Statement, Statement of Changes in Equity: Statement of Recognised Income and
Expenses, Statement of Total Changes in Equity, Statement of Cash Flows and
Annual Report), as well as of the Consolidated Annual Financial Statements of
ENDESA, S.A. and Subsidiaries (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Comprehensive Income,
Consolidated Statement of Changes in Equity, Consolidated Statement of Cash
Flows and Annual Report), for the year ended 31 December 2012.

2. Examination and approval, as the case may be, of the Individual Management
Report of ENDESA S.A. and the Consolidated Management Report of ENDESA, S.A.
and Subsidiaries for the year ended 31 December 2012.

3. Examination and approval, as the case may be, of the corporate management
for the year ended 31 December 2012.

4. Examination and approval, as the case may be, of the distribution of profit
for the year ended 31 December 2012.

5. Re-election of Director Fulvio Conti.

6. Re-election of Director Gianluca Comin.

7. Re-election of Director Alejandro Echevarría Busquet.

8. Re-election of Director Miquel Roca Junyent.

9. Annual report on Directors' Compensation, for voting on a consultative
basis.

10. Delegation to the Board of Directors for the execution and implementation
of the resolutions adopted by the General Meeting, as well as to substitute
the authorities it receives from the General Meeting, and granting of
authorities for processing the said resolutions as a public instrument,
registration thereof and, as the case may be, correction thereof.

                         Supplement to meeting notice

In accordance with articles 172 and 519 of the Spanish Corporate Enterprises
Act (“Ley de Sociedades de Capital”), shareholders who represent at least five
percent of the share capital may request that a supplement to this meeting
notice be published, including one or more items on the Agenda for the General
Meeting, provided that the new items are accompanied by a justification or, as
the case may be, by a justified proposed resolution. To exercise this right,
an attestable notice must be submitted, which must be received at the
Company’s registered offices, at calle Ribera del Loira, 60, 28042, Madrid,
for the attention of the Secretary to the Board of Directors, within five days
following the publication of this official meeting notice.

          Intervention of notary public at the Shareholders’ Meeting

The minutes of the Annual General Shareholders’ Meeting shall be drawn up by a
Notary Public who is a member of the Madrid College of Public Notaries, as so
requested for this purpose by the Directors, in accordance with the provisions
of article 203 of the Spanish Corporate Enterprises Act in relation to article
101 of the Mercantile Registry Regulations, article 35 of the Corporate Bylaws
and article 22 of the Shareholders' Meeting Regulations.

                 Right to attend and public request for proxy

Shareholders who have their shares recorded in the pertinent book‐entry ledger
five days in advance of the meeting being held and who hold the relevant
attendance card may attend the General Meeting. The shares of Endesa are
represented through the book-entry system, as a consequence of which
attendance, voting and proxy cards shall be issued and provided by the
financial institutions participating in IBERCLEAR at which the shareholders
have their shares deposited, without prejudice to the certificates of standing
issued in accordance with the entries of the accounting ledger of the
pertinent responsible or member institution.

Each shareholder entitled to attend may have himself or herself represented at
the Annual General Shareholders’ Meeting by means of another person, in
accordance with the provisions on this subject matter of articles 184 and 185
of the Spanish Corporate Enterprises Act, the Corporate Bylaws and the
Shareholders' Meeting Regulations.

In the case of proxies sent to the Company or granted in favour of its
Directors or of the Secretary of the Board of Directors, whether directly or
through the entities acting as custodian of the shares or entrusted with
recording the book-entries in relation thereto, the following rules shall
apply, unless otherwise directed by the grantor shareholder:

In the event that the person to whom the proxy is delegated is not named, said
proxy shall be deemed to be granted to the Secretary of the Board of
Directors. If the proxyholder so appointed is legally subject to a conflict of
interest in voting on any of the proposals which, on or off the Agenda, are
submitted to the Annual General Shareholders’ Meeting, the proxy shall be
deemed to be delegated to the Secretary of the Board of Directors, unless
otherwise directed by the grantor shareholder. Likewise, the proxy extends to
those matters which, even if not appearing on the meeting Agenda, may be
submitted to voting at the Annual General Shareholders’ Meeting. In this case,
and unless otherwise directed by the grantor shareholder, the proxyholder
shall cast a vote as s/he deems most favourable to the interests of the
grantor shareholder.

Said proxies shall contain the shareholder’s voting instructions, it being
understood that, if such instructions are not given, the proxyholder shall: 1.
Vote in favour of the resolutions proposed by the Board of Directors and the
items included in the Agenda formulated by the former, and against the
proposed resolutions included in the supplement to the Agenda formulated, as
the case may be, in accordance with article 172 of the Spanish Corporate
Enterprises Act. 2. In the event that during the Annual General Shareholders’
Meeting alternative proposals are presented on the business included on the
Agenda and they are submitted to voting, the proxyholder shall exercise the
vote in the sense he deems most favourable to the interest of the grantor
shareholder.

For purposes of the provisions of articles 523 and 526 of the Spanish
Corporate Enterprises Act, you are informed that the Chairman as well as the
Directors have a conflict of interest as regards item 9 (submission of the
Annual Report on Directors’ Compensation for voting on a consultative basis)
and as regards items 5, 6, 7, and 8 (Re-election of Directors); although only
those Directors whose re-election is proposed are subject to said conflict).

Furthermore, the Directors may have a conflict of interest in the cases
reflected by sections a), b), c) and d) of article 526.1 of the Spanish
Corporate Enterprises Act which may be presented outside of the agenda, as
provided by Law. In this case, the proxy, unless otherwise expressly
indicated, shall be deemed granted to the Secretary of the Board of Directors.

Financial intermediaries who have standing as shareholders but who are acting
on behalf of different clients, may fraction their vote in such a manner that
allows them to abide by the instructions received.

                             Right to information

In accordance with the Spanish Corporate Enterprises Act, the shareholders may
examine at the registered offices and obtain from the Company, immediately and
free of charge, the following texts and documentation:

1. Annual Report. Legal Documentation (2012).

  * Consolidated Annual Financial Statements and Management Report of Endesa,
    S.A. and Subsidiaries and auditors’ report on the Consolidated Annual
    Financial Statements prepared by Ernst & Young, S.L. (2012).
  * Annual Financial Statements and Management Report of Endesa, S.A. and
    auditors’ report on the Individual Annual Financial Statements prepared by
    Ernst & Young, S.L. (2012).

2. Corporate Governance Report (2012).

3. Annual Report on Directors’ Compensation.

4. Audit and Compliance Committee Report for 2012.

5. Resolutions proposed by the Board of Directors to the General Shareholders’
Meeting in relation to the various agenda items thereof.

All texts and documentation relating to the Annual General Shareholders'
Meeting may be consulted and obtained on the Company’s website www.endesa.com.
Likewise, the shareholders are informed that the General Shareholders’ Meeting
may be followed through said website.

                          Delivery of documentation

For shareholders’ greater convenience and in order to avoid crowds at the
entry door of the premises where the Annual General Shareholders’ Meeting will
be held, the delivery of the documentation referred to above shall take place,
subject to presentation of the attendance card, at the registered offices of
the Company, located at c/ Ribera del Loira, no. 60, Monday to Thursday from
9:00 a.m. to 2:00 p.m. and from 4:00 p.m. to 6:00 p.m. and on Fridays from
9:00 a.m. to 2:00 p.m., up until the day prior to the General Meeting.

                RULES ON REMOTE VOTING AND GRANTING OF PROXIES

The Board of Directors of Endesa has decided, in accordance with the
provisions of article 31 of the Corporate Bylaws and article 21 of the General
Shareholders' Meeting Regulations, that at this Annual General Shareholders’
Meeting, the following rules on remote voting and granting of proxies shall
apply as from the date of publication of the pertinent meeting notice.

1. VOTING THROUGH LONG-DISTANCE COMMUNICATION

Endesa shareholders entitled to attend and vote may cast their votes in
relation to the Agenda items of the Annual General Shareholders’ Meeting
through long-distance communication and prior to the General Meeting, in
accordance with the provisions of the Spanish Corporate Enterprises Act,
article 31 of the Corporate Bylaws, and articles 10 and 21 of the General
Meeting Regulations.

1.1. Means for casting long-distance votes

The long-distance means of communication valid for casting a long-distance
vote are as follows:

(i) Electronic means:

In order to cast a remote vote by electronic communication with the Company,
Endesa shareholders must do so through the Company’s website, www.endesa.com,
accessing the space dedicated to the Annual General Shareholders’ Meeting,
under the section of long-distance voting and granting of proxy.

In accordance with the provisions of the Bylaws and the General Shareholders'
Meeting Regulations, the mechanism for casting a vote by electronic means must
afford adequate guarantees of authenticity and identification of the
shareholder exercising the said voting right. The guarantees which, in
accordance with the provisions of article 21 of the General Shareholders'
Meeting Regulations, the Board of Directors deems adequate in order to ensure
the authenticity and identification of the shareholder exercising his or her
voting right are the recognize electronic signature and the advanced
electronic signature, in the terms provided by Law 59/2003, of 19 December, on
electronic signatures, provided that they are based on a recognize electronic
certificate of which there is no record of revocation and issued by the
Spanish Certification Public Authority (CERES) dependent upon the Spanish
National Mint.

Those shareholders in possession of an electronic signature that meet the
requisites indicated above and are identified through such signature, as well
as those shareholders who possess the electronic National Identity Card
(DNIe), may cast their vote in relation to the Agenda items of the Annual
General Shareholders’ Meeting, through the Company’s website www.endesa.com,
by following the procedure established therein.

(ii) Postal mail:

In order to cast a long-distance vote by postal mail, shareholders must
complete and sign the section “Long-Distance Voting by Post” of the
attendance, proxy and long-distance voting card issued as hardcopy by the
entity participating in IBERCLEAR at which they have their shares deposited.
Once the attendance, proxy and long-distance voting card has been completed
and signed in the section assigned to “Long-Distance Voting by Post”, the
shareholder may send it:

1. By postal mail to the following address: ENDESA, S.A. (ANNUAL GENERAL
SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

2. Using the “postage-paid” envelope, if any, accompanying the card.

3. By courier service, equivalent to the postal service, to the address
indicated above.

4. By delivery of the completed and signed card to the entity participating in
IBERCLEAR at which his or her shares are deposited.

In the event that the attendance card issued by the entity participating in
IBERCLEAR does not include the section dedicated to “Long-Distance Voting by
Post”, a shareholder who wishes to vote long-distance by post must download
from Endesa’s website www.endesa.com and print out a hardcopy of the
Long-Distance Voting Card, complete and sign it together with the attendance
card issued by the participating entity in IBERCLEAR. Once both cards have
been completed and signed, shareholders shall send them:

1. By postal mail to the following address: ENDESA, S.A. (ANNUAL GENERAL
SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

2. By courier service, equivalent to the postal service, to the address
indicated above.

3. By delivery of the completed and signed card to the entity participating in
IBERCLEAR at which his or her shares are deposited.

2. DELEGATION OF PROXY BY MEANS OF LONG-DISTANCE COMMUNICATION

Endesa shareholders may delegate their proxy through long-distance
communication prior to the Annual General Shareholders’ Meeting being held, in
the terms contemplated by the Spanish Corporate Enterprises Act, article 31 of
the Corporate Bylaws and article 21 of the General Shareholders' Meeting
Regulations and in those set forth above in this official meeting notice.

2.1. Means for delegating proxy

The long-distance means of communication valid for delegation of proxy are as
follows:

(i) Electronic means:

To grant a proxy by electronic communication with the Company, Endesa
shareholders must go to the Company’s website at www.endesa.com, access the
link to the Annual General Shareholders' Meeting, and select the
“Long-Distance Voting and Proxies” option.

In accordance with the provisions of the Bylaws and the General Shareholders'
Meeting Regulations, the mechanism for granting a proxy by electronic means
must afford due guarantees of authenticity and identification of the
shareholder grant the proxy. The guarantees which, in accordance with the
provisions of article 21 of the General Shareholders' Meeting Regulations, the
Board of Directors deems adequate in order to ensure the authenticity and
identification of the shareholder granting the proxy are the recognize
electronic signature and the advanced electronic signature, in the terms
provided by Law 59/2003, of 19 December, on electronic signatures, provided
that they are based on a recognize electronic certificate of which there is no
record of revocation and issued by the Spanish Certification Public Authority
(CERES) dependent upon the Spanish National Mint.

Those shareholders in possession of an electronic signature that meet the
aforementioned requirements and are identified through such signature, as well
as those shareholders who possess the electronic National Identity Card
(DNIe), may delegate their proxy through the Company’s website www.endesa.com,
by following the procedure established therein A shareholder who delegates his
or her proxy electronically is required to notify the appointed proxyholder of
the proxy so delegated. When the proxy is delegated to a Director or to the
Secretary of the Board of Directors of Endesa this notice shall be deemed to
be given by means of the receipt of such electronic proxy by Endesa.

On the date and at the venue of the Meeting, the designated proxyholders must
identify themselves with their National Identity Card or Passport, if
appropriate together with a copy of the electronic proxy, so that the Company
can check the proxy granted to them.

The proxyholder can only exercise the shareholder’s vote by attending the
Meeting in person.

(ii) Postal mail:

In order to delegate a proxy by postal mail, shareholders must complete and
sign the proxy section of the attendance card issued as a hardcopy by the
entity participating in IBERCLEAR. The proxyholder can only exercise the vote
by attending the Shareholders’ Meeting in person.

Shareholders may send the duly completed and signed card:

1. By postal mail to the following address: ENDESA, S.A. (ANNUAL GENERAL
SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

2. Using the “postage-paid” envelope, if any, accompanying the card.

3. By courier service, equivalent to the postal service, to the address
indicated above.

4. By delivery of the completed and signed card to the entity participating in
IBERCLEAR at which his or her shares are deposited.

On the day and in the place where the Annual General Shareholders’ Meeting is
to be held, the appointed proxyholders shall identify themselves through their
National Identity Card or Passport in order that the Company may check the
proxy granted, accompanied, as the case may be, by a copy of the said proxy.

3. BASIC RULES FOR LONG-DISTANCE VOTING AND DELEGATION OF PROXY

3.1. Deadline for receipt by the Company of long-distance proxies and votes

In order to be valid and in accordance with the provisions of the General
Shareholders' Meeting Regulations, both long-distance proxies as well as votes
(whether electronic or postal) shall be received by the Company sufficiently
in advance of the holding of the Annual General Shareholders’ Meeting. If not,
the proxy shall be deemed not to have been granted and the vote not cast,
unless the subsequent receipt, albeit prior to the holding of the Annual
General Shareholders’ Meeting allows performing the proper verification and
computation with a view towards the preparation and holding thereof.

3.2. Rules of preference between proxy, long-distance vote and attendance at
the General Meeting

3.2.1 Priorities between proxy, long-distance vote and attendance in person

(i) Attendance in person at an Annual General Shareholders’ Meeting by a
shareholder who had previously delegated or voted long distance, no matter the
means used to cast the vote, shall render the said proxy or vote null and
void.

(ii) Likewise, whichever means was used to cast it, a vote will render any
proxy granted electronically or by means of a printed card ineffective, and
the proxy will be deemed to have been revoked if granted previously, or not to
have been granted at all if granted subsequently.

3.2.2 Priorities between proxies

In the event that a shareholder validly makes several proxy delegations, the
last one received by the Company shall prevail.

3.2.3 Priorities between long-distance votes

A shareholder may validly vote long distance only once in relation to each
position of securities. In the event that a shareholder makes several
long-distance votes with respect to the same shares, whether electronically or
by postal mail, the first vote received by the Company shall prevail, and any
votes received on a subsequent date shall be invalid. A revocation or
modification of that long-distance vote shall require the personal attendance
of the shareholder at the Annual General Shareholders’ Meeting.

3.3 Specificity of long-distance vote

A shareholder who wishes to cast a long-distance vote (through electronic
means or postal mail) must indicate the specific direction of his or her vote
for each one of the items on the Agenda. If, in relation to any of the Agenda
items, s/he does not specify the direction of his or her vote, s/he shall be
deemed to have voted in favour of the proposals of the Board of Directors on
the business included on the Agenda as formulated by the latter, and against
the further proposed resolutions included in the supplement to the Agenda
formulated, as the case may be, in accordance with article 172.1/2 of the
Spanish Corporate Enterprises Act.

3.4 Other provisions

In the event that electronic means are employed, only one electronic action
per each type of operation (one vote and one proxy) is allowed.

Both a long-distance proxy as well as a vote shall remain null and void as a
consequence of the disposal of the shares which grant the attendance right of
which the Company is aware.

The shareholder is exclusively responsible for the custody of his or her
electronic signature in order to electronically vote or delegate a proxy.

3.5 Special rules

Shareholders that are legal entities and those not resident in Spain must make
an inquiry with the Shareholder Relations Line 900 666 900 regarding the
possibility, as the case may be, of adapting, with proper guarantees, the
long-distance voting and proxy mechanisms to their needs

Furthermore, in the event that the shareholder is a legal entity, the latter
must notify the Company of any change or revocation in the powers held by its
representative and, therefore, Endesa is under no liability until such
notification has taken place.

4. TECHNICAL INCIDENTS

Endesa reserves the right to modify, suspend, cancel or restrict the
electronic voting and proxy mechanisms when so required for technical or
security reasons.

Endesa shall not be liable for any damages which may be caused to a
shareholder arising out of breakdowns, overloads, dropped lines, failed
connections, malfunctioning of postal service or any other eventuality of a
like or similar nature, removed from the will of Endesa, which prevent the use
of the long-distance voting and proxy mechanisms.

                         Electronic Shareholder Forum

The Board of Directors has decided, in accordance with the provisions of
article 539 of the Spanish Corporate Enterprises Act, that at the Annual
General Shareholders’ Meeting, the rules of operation of the Electronic
Shareholder Forum published on the Company’s website and available to the
shareholders at the registered offices shall apply, as from the date of
publication of the pertinent official meeting notice.

                         Processing of personal data

The personal data submitted by the shareholders in order to exercise or
delegate their attendance and voting rights at the General Meeting or which
are furnished by banking institutions, brokers and dealers at which such
shareholders have their shares deposited, through the entity legally enabled
to carry the book-entry records (IBERCLEAR), shall be processed by the Company
in order to allow communication with the shareholder, in the frame of
corporate relations, to carry out personalised campaigns and permit the
compliance with legal obligations. The rights to access, rectification,
cancellation and opposition may be exercised, when legally applicable, by
written communication addressed to the Company's Secretary to the Board of
Directors, located in Madrid, at C/Ribera del Loira, no. 60, 28042.

                            Additional information

For any clarification concerning the delivery of documentation and any other
aspect referring to this meeting notice, shareholders can address the
Information Office located at the registered offices, calle Ribera del Loira,
no. 60, Madrid, either in person or by telephoning 900 666 900, Monday to
Thursday from 9:00 a.m. to 2:00 p.m. and from 4:00 p.m. to 6:00 p.m. and on
Fridays from 9:00 a.m. to 2:00 p.m.

Madrid, 20 March 2013

Salvador Montejo Velilla
Secretary to the Board of Directors

Contact:

International Endesa
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