ELEQ: International Endesa: AGM Statement

  ELEQ: International Endesa: AGM Statement

UK Regulatory Announcement

NEW YORK

                                 ENDESA, S.A

                                   (ENDESA)

                     Annual General Shareholders’ Meeting

On March 31, 2014, 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 May 19, 2014, 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. (Balance Sheet, Income Statement,
Statement of Changes in Net Equity: Statement of Recognized Income and
Expenses, Total Statement of Changes in Net Equity, Cash-Flow Statement and
Annual Report), as well as of the Consolidated Annual Financial Statements of
ENDESA, S.A. and Dependent Companies (Consolidated Statement of Financial
Position, Consolidated Statement of Earnings, Consolidated Statement of Global
Earnings, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement and Annual Report), for the fiscal year ending December
31, 2013.

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 Dependent Companies for the fiscal year ending December 31, 2013.

3. Examination and approval, as the case may be, of the corporate management
for the fiscal year ending December 31, 2013.

4. Examination and approval, as the case may be, of the application of
earnings for the fiscal year ending December 31, 2013.

5. Re-election of Ernst & Young, S.L. as auditors for fiscal years 2014, 2015
and 2016, for both ENDESA, S.A. as well as for its Consolidated Group.

6. Annual report on Directors’ Compensation, for voting on a consultative
basis.

7. 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 Capital Corporations
Law (“Ley de Sociedades de Capital”), shareholders who represent at least five
percent of the capital stock 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. The exercise of this
right must be made by attestable notice which must be received at the
Company’s registered offices, at calle Ribera del Loira, 60, 28042-Madrid, for
the attention of the Secretary of 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 Notaries Public, as so
requested for this purpose by the Directors, in accordance with the provisions
of article 203 of the Spanish Capital Corporations Law in relation to article
101 of the Mercantile Registry Regulations, article 35 of the Corporate Bylaws
and article 22 of the General 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 Capital Corporations Law, the Corporate Bylaws and the General
Meeting Regulations.

In the case of proxies sent to the Company or granted in favor 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 in the direction s/he deems most favorable 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 favor 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 Capital
Corporations Law. 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 favorable to the interest of the grantor
shareholder.

For purposes of the provisions of articles 523 and 526 of the Spanish Capital
Corporations Law (Ley de Sociedades de Capital), you are informed that the
Chairman as well as the Directors have a conflict of  interest as regards item
6 (submission to consultative voting of the Annual Report on
Directors’Compensation) .

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
Capital Corporations Law (Ley de Sociedades de Capital) 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.

In accordance with article 11 of the General Meeting Regulations, financial
intermediaries who have standing as shareholders but who are acting for the
account 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 Capital Corporations Law, 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 (Fiscal Year 2013).

  *Annual Financial Statements and Management Report of Endesa, S.A. and
    Subsidiary

Companies and auditors’ report on the Consolidated Annual Financial Statements
prepared by Ernst & Young, S.L. (Fiscal Year 2013).

  *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. (Fiscal Year 2013).

2. Corporate Governance Report (Fiscal Year 2013).

3. Annual Report on Directors’ Compensation.

4. Audit and Compliance Committee Report for Fiscal Year 2013.

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 through Thursday
from 9:00 a.m. through 2:00 p.m. and from 4:00 p.m. through 6:00 p.m., and
Fridays from 9:00 p.m. through 2:00 p.m., up until the day prior to the
General Meeting.

RULES ON LONG-DISTANCE VOTING AND GRANTING OF PROXY

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
Meeting Regulations, that at this Annual General Shareholders’ Meeting, the
following rules on the subject of long-distance voting and granting of proxy
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 vote in
relation to the Agenda items of the Annual General Shareholders’ Meeting
through long-distance communication and prior to the General Meeting being
held, in the terms contemplated by the Spanish Capital Corporations Law,
article 31 of the Corporate Bylaws, and articles 10 and 21 of the General
Meeting Regulations.

1.1 Means for casting long-distance vote

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

(i) Electronic means:

In order to cast a long-distance vote by electronic communication with the
Company, Endesa shareholders must do so through the Company’s webpage
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
Meeting Regulations, the mechanism for casting a vote by electronic means must
afford due 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 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
recognized electronic signature and the advanced electronic signature, in the
terms provided by Law 59/2003, of December 19, on electronic signature,
provided that they are based on a recognized 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, the shareholder 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 Capital Corporations Law, article 31 of
the Corporate Bylaws and article 21 of the General 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 Meeting, and select the “Long-Distance Voting and
Proxies” option. In accordance with the provisions of the Bylaws and the
General Meeting Regulations, the mechanism for casting a vote by electronic
means must afford due 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 Meeting
Regulations, the Board of Directors deems adequate in order to ensure the
authenticity and identification of the shareholder granting the proxy are the
recognized electronic signature and the advanced electronic signature, in the
terms provided by Law 59/2003, of December 19, on electronic signature,
provided that they are based on a recognized 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
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 to
the General Meeting.

3.2.1 Priorities between proxy, long-distance vote and physical attendance

(i) Personal attendance at a 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 favor 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 Capital Corporations Law (“Ley de Sociedades de Capital”).

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 longdistance voting and
proxy mechanisms.

Electronic Shareholder Forum

The Board of Directors has decided, in accordance with the provisions of
article 539 of the Spanish Capital Corporations Law, 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 bookentry 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 personalized 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 Secretaria General of the Company,
located in Madrid, at C/Ribera del Loira, no. 60, Post Code 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 through
Thursday from 9:00 a.m. through 2:00 p.m. and from 4:00 p.m. through 6:00
p.m., and Fridays from 9:00 a.m. through 2:00 p.m.

Madrid, April 15 , 2014

Salvador Montejo Velilla

Secretary Director

Contact:

International Endesa
 
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