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Enel

M&A Activity Dec 11, 2015

4317_tar_2015-12-11_4b4c9b6a-5a51-4b0c-8d3d-c5f9c1c3b737.pdf

M&A Activity

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PLAN FOR THE PARTIAL NON-PROPORTIONAL DEMERGER OF

ENEL GREEN POWER S.P.A.

(also referred to hereinafter as EGP or the Demerged Company)

IN FAVOR OF ENEL S.P.A.

(also referred to hereinafter as Enel or the Beneficiary Company) drafted pursuant to arts. 2506 et seq. of the Italian Civil Code

WHEREAS

  • Enel S.p.A. ("Enel") is a company organized and existing under Italian law whose shares are listed on the electronic stock exchange of Borsa Italiana S.p.A. (mercato telematico azionario or "MTA"), having as its corporate purpose the acquisition and management of shareholdings and interests in Italian or foreign companies and enterprises, as well as the performance, in favor of its subsidiary companies and enterprises, of strategic guidance and coordination functions with regard to such companies' industrial structures and business operations;

  • Enel, through its subsidiaries or companies in which it holds equity stakes, operates in particular in the energy sector, engaging in activities that are directly or indirectly related to such sector;

  • Enel is currently the controlling shareholder of Enel Green

Power S.p.A. ("Enel Green Power" or "EGP"), in which company it holds, as of the date of this demerger plan (the "Demerger Plan"), a shareholding totaling approximately 68.29% of its share capital, and exercises over EGP guidance and coordination activities within the meaning set forth in arts. 2497 et seq. of the Italian Civil Code;

  • EGP is a company organized and existing under Italian law with shares listed in Italy on the MTA, and admitted to listing in Spain through the Spanish electronic trading system called Sistema de Interconexión Bursátil "SIBE" (on the stock markets of Madrid, Barcelona, Bilbao and Valencia), and operates in the renewable energies sector;

  • in order to achieve the industrial objectives illustrated in the directors' reports prepared by Enel and by EGP pursuant to art. 2501-quinquies of the Italian Civil Code, as cited in art. 2506-ter, paragraph 1, of the Italian Civil Code – to which reference is made with regard to the reasons underlying the demerger, an illustration and justification of the Demerger Plan from a legal and economic standpoint, with particular regard to the exchange ratio and criteria for its determination - the above-mentioned boards of directors propose the partial, non-proportional demerger of EGP in favor of Enel, in accordance with art. 2506-bis, paragraph

4, of the Italian Civil Code (the "Demerger"), as described below in this Demerger Plan;

  • as a result of the Demerger and as of the Date of Effect of the Demerger (as defined below), inter alia, EGP will be delisted from both the Italian market and the Spanish markets;

  • Enel and Enel Green Power, as of the date of this Demerger Plan, are allowed to take part in the Demerger since they are not subject to liquidation or insolvency proceedings;

  • the Demerger Plan will be filed, for both of the participating companies, for registration in the companies register of Rome pursuant to article 2501-ter, paragraph 3, of the Italian Civil Code, cited in article 2506-bis, paragraph 5, of the Italian Civil Code, and registered in the same;

  • the Demerger Plan, the financial statements drafted pursuant to art. 2501-quater of the Italian Civil Code, the reports by the boards of directors drafted pursuant to art. 2501-quinquies of the Italian Civil Code, the expert's report drafted pursuant to article 2501-sexies of the Italian Civil Code, as well as the financial statements for the three years 2014, 2013 and 2012 of both companies taking part in the Demerger will be filed with their respective registered offices and published on the websites www.enelgreenpower.com and www.enel.com, in accordance with article 2501-septies of the Italian Civil Code cited in article 2506-ter, paragraph 5, of the Italian Civil Code, as well as on the authorized storage mechanism called "NIS-Storage" ();

  • in addition, in accordance with the provisions of art. 2506-ter, paragraph 2, of the Italian Civil Code, an appraisal/estimate report on the Set of Assets Demerged (as defined below) will be drafted by an independent expert, and will be filed with the companies register of Rome and/or published through filing at the registered offices of the companies taking part in the Demerger, as well as on the websites www.enelgreenpower.com and www.enel.com during the 30 days preceding the shareholders' meetings called to approve this Demerger Plan and, lastly, filed with the authorized storage mechanism called "NIS-Storage" ();

  • the two companies taking part in the Demerger have not issued convertible debt instruments or other equity instruments, or other financial instruments convertible into shares.

IN CONSIDERATION OF THE FOREGOING

The Boards of Directors of Enel and Enel Green Power, both of which met on 17 November 2015, have prepared, in accordance with art. 2506-bis and art. 2501-ter of the Italian Civil Code, the Demerger Plan, which envisages the partial Demerger of EGP in favor of its controlling shareholder/parent company Enel, with the issuance in exchange and non-proportional allotment to the shareholders of the Demerged Company of newly issued shares in the beneficiary Enel.

(1)

TYPE, COMPANY NAME, REGISTERED OFFICE AND OTHER INFORMATION ON THE DEMERGED COMPANY AND THE BENEFICIARY COMPANY

A. Demerged Company: "Enel Green Power S.p.A.", a company subject to guidance and coordination activities on the part of Enel S.p.A., with registered office at viale Regina Margherita, 125, Rome, share capital of Euro 1,000,000,000.00 (one billion /00) entirely paid in, comprised of 5,000,000,000 (five billion/00) ordinary shares having a nominal value of 0.20 (zero/20) Euro each, registered with the Companies Register of Rome, Tax Code and VAT Code no. 10236451000, Chamber of Commerce (R.E.A.) no. RM - 1219253. b. Beneficiary Company: "ENEL S.p.A.", with registered office at viale Regina Margherita, 137, Rome, share capital of Euro 9,403,357,795.00(nine billion four hundred three million three hundred fifty seven thousand seven hundred ninety five /00), entirely paid in, comprised of 9,403,357,795 (nine billion four hundred three million three hundred fifty seven thousand seven hundred ninety five) ordinary shares having a nominal value of 1.00 (one/00) Euro each, registered with the Companies Register of Rome, Tax Code 00811720580, VAT Code 00934061003, Chamber of Commerce (R.E.A.) no. RM - 756032;

(2)

BY-LAWS OF THE DEMERGED COMPANY AND THE BENEFICIARY COMPANY

A. Demerged company:

Attached to this Demerger Plan as schedule A are the by-laws of the Demereged Company in force as of the date of the Demerger Plan, and the By-laws of the same Demerged Company in the version reflecting the amendments deriving from the Demerger – related to, among other things, the share capital and number of shares, and the amendment of clauses no longer applicable following the delisting (in particular those related to the delisting set forth in new art. 8 related to the shareholders' domicile, as well as those set forth in the following articles renumbered 9, 10, 11, 12 and 13 related to the Shareholders' Meeting, 14, 15, 16, 20 and 23 related to the Board of Directors, 25 related to the Board of Statutory Auditors, 26 related to the dividend advances and 30 related to general provisions) - and that will enter into force as of the Date of Effect of the Demerger (as defined below), attached as schedule B, which schedules constitute an integral and substantive part hereof.

B. Beneficiary Company:

Attached to this Demerger Plan are the by-laws of the Beneficiary Company in force as of the date of this Demerger Plan as schedule C and the By-laws of the same Beneficiary Company which reflects the amendments deriving from the Demerger – related to the capital and the number of shares referred to in art. 5.1 – and that will enter into force on the Date of Effect of the Demerger, attached as schedule D, which schedules constitute an integral and substantive part hereof.

It should be noted that numerical expressions certifying the changes in capital and in the number of shares comprising the same deriving from the Demerger, as set forth in the Beneficiary Company's by-laws that will enter into force on the Date of Effect of the Demerger, attached hereto as schedule D, will be specified in their final amount in the deed of Demerger, in accordance with the principles and criteria described in point 4 below of this Demerger Plan; to this end, the Shareholders' Meetings of the Beneficiary Company will grant a specific mandate to its board of directors to define, on the occasion of the deed of Demerger, the amounts of capital and number of shares comprising the same.

(3)

BALANCE SHEET ELEMENTS TO BE ASSIGNED TO THE BENEFICIARY COMPANY

The Demerger will be approved on the basis of the financial statements of EGP and Enel as of 30 September 2015, approved – pursuant to and for purposes of art. 2501-quater of the Italian Civil Code cited in art. 2506-ter, paragraph 1, of the Italian Civil Code – by the meetings of the Boards of Directors of the Demerged Company and the Beneficiary Company held on 17 November 2015 and attached hereto, respectively, as schedules E and F.

The Demerger will give rise to the assignment of almost all of EGP's foreign shareholdings/subsidiaries and financial assets (the "Set of Assets Demerged") in favor of Enel, while EGP will keep its Italian assets and the remaining foreign shareholdings. In particular, the balance sheet elements and related legal relationships which, as a result of the Demerger, will be assigned

  • to the Beneficiary are the following:
  • 1) totalitarian shareholding in the company organized and existing under Dutch law, Enel Green Power International BV;
  • 2) short-term financial receivable owed by the company Enel Green Power North America Ltd. in connection with a financial restructuring transaction concluded in 2014; the exchange rate risk related to such financial receivable is hedged through a currency forward contract;
  • 3) legal relationships related to the long-term credit line with

Enel Green Power International BV;

  • 4) legal relationships with the 6 employees pertaining to the business unit comprising the Set of Assets Demerged and the consequent asset-side and liability-side balance sheet items referring to the same;
  • 5) guarantees granted by Enel Green Power in the interest of Enel Green Power International BV and its subsidiaries related to the hedging of a number of commitments undertaken.

The detailed description of the asset-side and liability-side balance sheet elements and related legal relationships comprising the Set of Assets Demerged which will remain assigned to the Beneficiary Company as a result of the Demerger is set forth in schedule G and in its sub-schedules and in the respective notes setting forth details and comments, which constitute an integral and substantive part of this Demerger Plan.

In any case, where the assignment of assets, liabilities, rights or obligations is not discernible from the Demerger Plan, such elements shall be deemed assigned to the Beneficiary Company where the same pertain to the Set of Assets Demerged.

It should be further noted that any windfall assets or contingent liabilities that may arise after the Date of Effect of the Demerger shall remain, respectively, for the benefit of or borne by the Beneficiary Company provided that they pertain to the Set of Assets Demerged.

The composition of Enel Green Power's net shareholders' equity for accounting purposes existing following the Demerger will be that set forth in the Table (called the "Composition of the Demerged Company's net shareholders' equity, ante and post Demerger") attached as schedule H to this Demerger Plan, which schedule constitutes an integral and substantive part hereof.

The composition of Enel's net shareholders' equity for accounting purposes existing following the Demerger will be that set forth in the Table (called the "Composition of the Beneficiary Company's net shareholders' equity ante and post Demerger") attached as schedule I to this Demerger Plan, which schedule constitutes an integral and substantive part hereof.

It should be noted, in conclusion, that:

  • the Set of Assets Demerged includes the contractual relationships pertaining thereto, including the employment relationships with the 6 human resources, as better described in the above-mentioned document attached as schedule G hereto and in the related notes setting forth details and comments;

  • the asset-side and liability-side balance sheet elements and the legal relationships comprising the Set of Assets Demerged will be

those actually existing on the Date of Effect of the Demerger, therefore also taking into account the changes that will take place between the date of reference of the financial statements as of 30 September 2015 of the Demerged Company and the Date of Effect of the Demerger, as a result of the trends in day-to-day business operations. Therefore, any differences in the value/existence of such elements and relationships comprising the Set of Assets Demerged, between 30 September 2015 and the Date of Effect of the Demerger, shall give rise to the registration of a credit/debit item between the Demerged Company and the Beneficiary Company. The formal registration of the shareholding transferred as a result of the Demerger from EGP to Enel will be carried out in accordance with applicable laws and regulations.

Prior to the execution of the deed of Demerger, Enel and Enel Green Power will complete all actions that may be necessary and/or advisable for purposes of allowing for Enel's takeover of guarantees/security interests falling within the Set of Assets Demerged set forth in schedule G and sub-schedule 2, with the consequent release of Enel Green Power from the obligations provided thereunder, negotiating with the counterparties all appropriate agreements and/or legal deeds.

For those guarantees with respect to which it is not possible to

perfect the foregoing by the Date of Effect of the Demerger, Enel and Enel Green Power will take all actions necessary or useful to ensure that Enel replaces Enel Green Power in the obligations deriving from such guarantees/security interests. It is nonetheless agreed that if Enel Green Power cannot be released from the obligations deriving from the above-mentioned guarantees/security interests, all related costs, charges, liabilities and responsibilities will be taken over in full by the Beneficiary Company.

(4)

EXCHANGE RATIO FOR THE SHARES AND

CRITERION FOR THE NON-PROPORTIONAL ASSIGNMENT OF THE SHARES OF THE

BENEFICIARY COMPANY

As of the Date of Effect of the Demerger, the quota of EGP's share capital corresponding to the Set of Assets Demerged, comprised of no. 3,640,000,000 (three billion six hundred forty million) shares in EGP ("Total shares in EGP exchanged"), will be exchanged using the Exchange Ratio indicated below, as follows: (i) EGP's shareholders other than Enel will exchange all of the shares held in EGP; (ii) Enel, on the other hand, will exchange only a portion of its shares held in EGP, corresponding to the above-mentioned total number of Shares in EGP exchanged, after deducting the EGP shares exchanged by shareholders of EGP other than Enel.

It is acknowledged that for purposes of the determination of the above-mentioned number of shares in EGP referring to the Set of Assets Demerged pertaining, respectively, to Enel and to the shareholders of EGP other than Enel and, therefore, the criterion for the non-proportional assignment of the newly issued shares in the Beneficiary Company to the shareholders of the Demerged Company, the Boards of Directors of the companies taking part in the Demerger have attributed to such Set of Assets Demerged a value corresponding to 72.8 percent of the entire value of EGP as a whole prior to the Demerger.

The Boards of Directors of Enel and EGP which have drafted this Demerger Plan have approved the following exchange ratio: no. 0.486 newly issued Enel shares for each EGP share exchanged (the "Exchange Ratio").

The Exchange Ratio will be subject to a congruousness assessment/opinion by one or more independent experts pursuant to art. 2501-sexies of the Italian Civil Code.

No cash adjustments are envisaged.

As a result on the Date of Effect of the Demerger, the Beneficiary Company will increase its share capital through the issuance of up to 1,769,040,000 (one billion seven hundred sixty nine million

forty thousand) shares – with regular entitlement and a nominal value of Euro 1.00 each - in favor of the shareholders of the Demerged Company on the basis of the Exchange Ratio. The amount of Enel's capital increase to service the Exchange Ratio may not exceed the value attributed to the Set of Assets Demerged under the appraisal report by the independent expert referred to in the recitals above. In particular:

a) the shareholders of EGP other than Enel will be assigned – through application of the Exchange Ratio – a total of up to a maximum of 770,588,712 (seven hundred seventy million five hundred eighty eight thousand seven hundred twelve) newly issued Enel shares, in exchange for the cancellation, at the time of exchange, of a total of 1,585,573,483 (one billion five hundred eighty five million five hundred seventy three thousand four hundred eighty three) EGP shares held by such shareholders, while

b) Enel will be assigned a total of 998,451,288 (nine hundred ninety eight million four hundred fifty one thousand two hundred eighty eight) Enel shares – with simultaneous cancellation of the same pursuant to the prohibition provided under art. 2504-ter, paragraph 2, of the Italian Civil Code, as cited in art. 2506-ter, paragraph 5, of the Italian Civil Code –, in exchange for the cancellation, at the time of exchange, of 2,054,426,517 (two billion fifty four million four hundred twenty six thousand five hundred seventeen) EGP shares held by it.

In light of the above, as of the Date of Effect of the Demerger, the share capital of the Beneficiary Company will be increased of up to maximum 770,588,712 (seven hundred seventy million five hundred eighty eight thousand seven hundred twelve) newly issued Enel shares, entirely assigned to the Shareholders of the Demerged Company other than Enel.

The number of newly assigned Enel shares may change depending upon the number of EGP shares acquired by Enel upon the conclusion of the pre-emption offer of the EGP shares that may be subject to the sale and withdrawal rights (hereinafter indicated in paragraph 10). Since, as of the Date of Effect of the Demerger, all of the above-mentioned 3,640,000,000 (three billion six hundred forty million) shares in EGP representing the portion of EGP's share capital corresponding to the Set of Assets Demerged forming the subject matter of the exchange will be cancelled in their entirety, on such date, the Demerged Company's share capital will be reduced from its current total amount of Euro 1,000,000,000.00 (one billion/00) to a total of Euro 272,000,000 (two hundred seventy two million/00), comprised of 1,360,000,000 (one billion three hundred sixty million) ordinary shares having a price per share of Euro 0.20 (zero/20) each.

As a result of the exchange by EGP shareholders other than Enel of all shares held by them in EGP, and the consequent cancellation of the same, Enel – as a result of the Demerger – will be the sole shareholder of the Demerged Company.

(5)

PROCEDURE FOR THE ASSIGNMENT OF THE SHARES OF THE

BENEFICIARY COMPANY

The assignment to EGP's shareholders other than Enel of the newly issued shares of the Beneficiary Company will take place, under a regime of dematerialization and through authorized intermediaries, starting from the Date of Effect of the Demerger, in accordance with the timetable and the procedures to be announced to the market through the publication of a specific notice on the Demerged Company's website (www.enelgreenpower.com), in at least one national daily newspaper, and on the authorized storage mechanism called "NIS-Storage" (). The newly issued Enel shares will be listed on the MTA like the shares of the Beneficiary Company already outstanding. No costs will be imposed upon EGP's shareholders in connection with the exchange transactions.

A service will be made available to EGP's shareholders in order

to allow for rounding to the immediately lower or higher number of Enel shares due upon the application of the Exchange Ratio, without any additional expenses, stamp duties or fees being charged. Alternatively, different procedures may be activated in order to ensure the overall successful outcome of the transaction.

Considering that, as already mentioned, the EGP shares are currently admitted to trading on the Spanish regulated markets and that the Enel shares assigned at the time of the exchange will not be admitted to trading on such markets, the Spanish Regulatory Authority (Comisión Nacional del Mercado de Valores) has notified that, in line with the previous similar cases that have occurred on the Spanish markets, it is necessary to appoint a dedicated "connection/reference" intermediary (referred to as the "entidad de enlace"), in order to enable the shareholders who, as of the Date of Effect of the Demerger, will hold EGP shares admitted to trading on the above-mentioned Spanish markets (through the Spanish centralized management/administration system, Iberclear) to sell on the MTA, during the month following the Date of Effect of the Demerger, the Enel shares received in exchange, without any additional costs related to the sale on a foreign market. After the above-mentioned one-month period, the above-mentioned shareholders may purchase or sell the Enel shares in Italy on the MTA through authorized intermediaries, incurring the costs of the transaction.

(6)

DATE STARTING ON WHICH THE SHARES ASSIGNED BY THE BENEFICIARY COMPANY WILL SHARE IN EARNINGS

The shares issued by Enel to service the Exchange Ratio will have regular entitlement and, therefore, the same rights to share in earnings of the Beneficiary Company resting with the other shares of the same Beneficiary Company already outstanding as of the Date of Effect of the Demerger.

(7)

STARTING DATE OF THE EFFECTS OF THE DEMERGER AND OF THE ENTRY OF THE TRANSACTIONS PERTAINING TO THE BALANCE SHEET ELEMENTS FORMING THE SUBJECT MATTER OF THE DEMERGER IN THE FINANCIAL STATEMENT OF THE BENEFICARY COMPANY

The start date of civil law effects of the Demerger will correspond with the last of the registrations provided under art. 2506-quater of the Italian Civil Code, or such other later date that may be indicated in the deed of Demerger ("Date of Effect of the Demerger"). To such end, the Shareholders' Meetings of the companies taking part in the Demerger will grant a specific mandate to their boards of directors in order to set the Date of Effect of the Demerger, if later than the last of the registrations provided under art. 2506-quater of the Italian Civil Code.

Starting on the same date, the transactions pertaining to the balance sheet elements assigned to the Beneficiary Company will be entered in the financial statement of the Beneficiary Company, with all related accounting and tax effects also starting on the same date.

(8)

TREATMENT (IF ANY) RESERVED TO SPECIAL CATEGORIES OF SHAREHOLDERS AND HOLDERS OF SECURITIES OTHER THAN SHARES

The companies taking part in the Demerger have not issued any particular categories of shares or convertible debt securities or other equity instruments or financial instruments convertible into shares.

(9)

PARTICULAR ADVANTAGES IN FAVOR OF THE DIRECTORS

No particular advantages are envisaged in favor of the Directors of the companies taking part in the Demerger.

(10)

RIGHT OF SALE AND RIGHT OF WITHDRAWAL

EGP's shareholders who do not take part in the approval of the

Demerger will be entitled to have their own EGP shares purchased by Enel pursuant to and for purposes of art. 2506-bis, paragraph 4, of the Italian Civil Code (the "Right of Sale"). In such regard, Enel has declared its intention to purchase all shares subject to the Right of Sale and the Right of Withdrawal (as defined below) that have not been sold following the pre-emption offer referred to below.

The Right of Sale may concern all or even only a portion of the EGP shares held by the shareholders of the Demerged Company who exercise the Right of Sale. The price per share of the EGP share is determined by applying the criterion provided under art. 2437-ter, paragraph 3, of the Italian Civil Code, represented by the arithmetic average of the closing price of the EGP share over the six months preceding the publication of the notice of call of EGP's extraordinary shareholders' meeting called to approve the Demerger (the "Liquidation Value").

The Liquidation Value will be announced to the shareholders and the market through a specific press release viewable on EGP's website and through the publication of a notice on at least one national daily newspaper. The procedure for the exercise of the Right of Sale is the same as that provided under art. 2437-bis of the Italian Civil Code for the exercise of the Right of Withdrawal (as defined below).

In addition, the shareholders entitled to exercise the Right of Sale may exercise the right of withdrawal, pursuant to art. 2437, paragraph 1, letter a), of the Italian Civil Code (the "Right of Withdrawal"), at the same price provided for the Right of Sale indicated above, since Enel, the Beneficiary Company of the Demerger, has a clause of its corporate purpose that allows for the conduct of business that differs significantly from that described in EGP's corporate purpose clause. The methods for exercising the Right of Withdrawal are those provided under applicable law. In any case, the Right of Sale and the Right of Withdrawal may not be exercised for the same share.

The process of liquidation of the shares for which the Right of Sale and/or the Right of Withdrawal are exercised will take place, in a single context, in accordance with art. 2437-quater of the Italian Civil Code. In particular, the terms of the pre-emption offer that will be addressed to all of EGP's shareholders pursuant to the above-mentioned provision of law, will be announced in accordance with the procedures provided under the applicable legal framework, specifying in such regard that the related notices will be published a reasonable time in advance on the Demerged Company's website (www.enelgreenpower.com), in at least one national daily newspaper, and on the authorized storage mechanism called "NIS-Storage" (). The effect of the Right of Sale and the Right of Withdrawal is conditioned upon the perfection of the Demerger.

* * * * *

The effect of the Demerger is conditioned upon the circumstance that the total liquidation value of the EGP shares in connection with which the Right of Withdrawal and the Right of Sale is validly exercised does not exceed Euro 300,000,000 (three hundred million/00)(the "Condition Precedent").

The Condition Precedent shall be deemed likewise satisfied – even in the event that the limit indicated above is exceeded - if Enel, within 60 calendar days from the last registration with the Companies Register of Rome of the shareholders' meeting resolutions approving the Demerger pursuant to art. 2502 of the Italian Civil Code, declares its intention to purchase all of the shares for which the above-mentioned rights have been exercised.

The foregoing is subject to possible supplements and/or updates (including numerical ones) to the Demerger Plan, and to the By-laws of the Beneficiary Company (post-Demerger) and to the By-laws of the Demerged Company (post-Demerger) attached hereto, as may be required or permitted under the legal framework, and/or by the competent regulatory authorities or public authorities or companies that manage the regulated markets involved, or at the time of registration in the companies register of Rome or, lastly, depending upon the performance/perfection of the Demerger transaction as structured under this Demerger Plan.

Rome,

On behalf of the Board of Directors of Enel S.p.A.

On behalf of the Board of Directors

of Enel Green Power S.p.A.

SCHEDULES

A. Enel Green Power S.p.A.'s by-laws as currently in force;

B. Enel Green Power S.p.A.'s by-laws with the amendments deriving

from the demerger;

C. Enel S.p.A.'s by-laws as currently in force;

D. Enel S.p.A.'s by-laws with the amendments deriving from the

demerger;

E. Enel Green Power S.p.A.'s financial statements as of 30 September 2015;

F. Enel S.p.A.'s financial statements as of 30 September 2015;

G. Exact description of the balance sheet elements to be assigned

to the Beneficiary Company;

H. Table setting forth the composition of the Demerged Company's net shareholders' equity ante and post demerger;

I. Table setting forth the composition of the Beneficiary Company's net shareholders' equity ante and post demerger.

Schedule A

ENEL GREEN POWER S.p.A. ARTICLES OF ASSOCIATION as currently in force

Introduction

Text approved by the Extraordinary Shareholders' Meeting held on June 10, 2010, as amended:

  • by the Board of Directors held on November 8, 2010 (through the amendment of articles 10.1, 13.3, 24.2 and the deletion of article 29);
  • by the Extraordinary Shareholders' Meeting held on April 27, 2011 (through the introduction of articles 10.3 and 19.3 and the amendment of articles 12.1 and 12.2);
  • by the Extraordinary Shareholders' Meeting held on April 27, 2012 (through the amendments of articles of articles 13.3, 13.5, 24.1 and 24.2 and the introduction of article 29);
  • by the Extraordinary Shareholders' Meeting held on April 24, 2013 (through the amendment of article 12.2).

SECTION I

INCORPORATION – DENOMINATION – REGISTERED OFFICE AND DURATION OF THE COMPANY

Article 1

1.1 A Company denominated "Enel Green Power S.p.A." (in abbreviated form "EGP S.p.A.") and governed by the regulations in these Articles of Association is incorporated.

Article 2

2.1 The registered office of the Company is located in Rome.

Article 3

3.1 The duration of the Company is established to 31 December 2100 and may be extended, once or more, by the deliberation of the shareholders' general meeting.

SECTION II

COMPANY'S OBJECT

Article 4

  • 4.1 The object of the Company is the performance and development of activities of production and sale of electric power generated from renewable sources. To this end, the Company, directly or indirectly through subsidiaries or affiliates, may operate both in Italy and abroad and carry out any other connected, instrumental, similar, complementary or however useful activity to the pursuit of the company's object, including, by way of a mere and non exhaustive example:
  • a) the design, realisation, operation, development and maintenance of electric power plants;
  • b) the exploration and exploitation of geothermal resources, including valorisation of the derived products;
  • c) research and development in the field of exploitation of renewable energies, of rational use of energy and of energy services;
  • d) realisation of plants and provision of services connected with the distribution and use of electric power, including the realisation and management of requalification operations for energy savings by the clients;
  • e) the trade of products and services connected with the sale of electric power and gas, directly through directly owned points of sales and/or through third parties with a franchising network and/or partnerships.

The Company may further carry out research, consultancy and assistance activities in all sectors pertaining to the company's object, and any other activity that allows a better utilisation and valorisation of the assets, resources and competencies employed.

4.2 The Company may furthermore directly carry out, in the interest of the subsidiaries or affiliates, any activity connected with or instrumental to its activities or those of the subsidiaries or affiliates.

To this end the Company will in particular deal with:

  • the coordination of the managerial resources of the subsidiaries or affiliates, to be effected also through suitable training initiatives;
  • the administrative and financial coordination of the subsidiaries or affiliates, performing all appropriate operations in their favour, including the concession of financing as well as, more in general, the setting up and management of the financial activities thereof;
  • the provision of other services in favour of the subsidiaries or affiliates in areas of specific business interest.
  • 4.3 In pursuit of its object the Company may, ultimately, carry out all those operations which are necessary or useful in an instrumental function or in any way connected, for example: the provision of collateral and/or personal guarantees for its own obligations and those of third parties, the completion of movable, real estate and commercial transactions and whatever may be connected with the company's object or which allows a better use of the assets and/or resources thereof and of the subsidiaries or affiliates, with the exception of collection of public savings and investment services as defined by Legislative Decree No. 58 of 24 February 1998, and of the activities referred to in Article 106 Legislative Decree No. 385 of 1 September 1993, insofar as they are also exercised vis-a-vis the public as well as the activities in general reserved by the law to professional members enrolled in specific registers.

SECTION III

CAPITAL – SHARES – WITHDRAWAL – OBLIGATIONS

Article 5

  • 5.1 The company share capital is €1,000,000,000, represented by 5,000,000,000 ordinary shares with a par value of €0.20 each.
  • 5.2 The shares are registered and each share entitles to one voting right.
  • 5.3 The quality of shareholder constitutes acceptance of these Articles of Association.

Article 6

  • 6.1 Each shareholder has the right to withdraw from the Company in the cases provided for by the law, except as provided for by Article 6.2.
  • 6.2 The right to withdraw does not apply in cases of:
  • a) extension of the duration of the Company;
  • b) introduction, modification or removal of the limitations on circulation of share.

Article 7

7.1 The issue of bonds is resolved by the Directors in accordance to the law.

SECTION IV SHAREHOLDERS' GENERAL MEETINGS

Article 8

  • 8.1 The ordinary and extraordinary shareholders' general meetings are normally held in the municipality where the registered office of the Company is located, except as otherwise resolved by the Board of Directors and as long as this is in Italy or in a country where the Company, directly or through its subsidiaries or affiliates, carries on its business activities.
  • 8.2 The ordinary shareholders' general meetings must be convened a least once a year, to approve the financial statements, within one hundred and twenty days after the end of the financial year or within one hundred and eighty days as the Company is required to draw up consolidated financial statements or, otherwise, as required by particular exigencies relative to the structure and object of the Company.

Article 9

9.1 The right to participate and vote in the shareholders' general meetings are governed by the regulations in force.

Article 10

  • 10.1 Those who have voting rights may be represented at the shareholders' general meetings as provided for by the law, via proxy issued in accordance with the modalities provided for by the regulations in force. The proxy may be notified to the Company even electronically by sending it to the appropriate section of the Company's website specified in the notice of call. The notice of call may also specify in accordance with the regulations in force further ways of electronic notification of the proxy that may be used for the shareholders' general meeting referred to in the aforesaid notice. In order to facilitate the collection of proxies from shareholders who are employed by the Company and its subsidiaries and participate in associations of shareholders satisfying the requirements set by the regulations in force, suitable facilities are made available to the said associations according to the terms and procedures agreed upon from time to time with their legal representative, for communications and for the completion of collection of proxies.
  • 10.2 The shareholders' general meeting proceedings are ruled by a specific written regulation approved by a resolution of the ordinary shareholders' general meeting of the Company.
  • 10.3 The Board of Directors may provide that, with respect to single Shareholders' Meetings, those entitled to attend and to vote in the Shareholders' Meeting may participate in the Shareholders' Meeting by electronic means. In such case, the notice of the Meeting shall detail, also by reference to the Company's website, the above methods of participation.

Article 11

11.1 The shareholders' general meeting is chaired by the chairman of the board of directors or, in the absence or impediment thereof, by the chief executive officer or, if both are absent, by a person designated by the board of directors, otherwise the shareholders' general meeting elects its own chairman.

11.2 The chairman of the shareholders' general meeting is assisted by a secretary, not necessarily a shareholder, designated by those in attendance and may appoint one or more scrutineers.

Article 12

  • 12.1 Without prejudice to the provisions of Article 19.2, the shareholders' general meeting resolves on all matters for which it is competent according to the law, as well as on those provided for by Article 19.3.
  • 12.2 The Shareholders' Meeting, both in extraordinary and ordinary session, takes place, as a rule, in a single meeting. The Board of Directors, if it deems it appropriate and by expressly mentioning the relevant reasons in the notice of meeting, may establish that both ordinary and extraordinary Shareholders' Meeting shall be held on several calls of the Meeting. The resolutions of both ordinary and extraordinary shareholders' general meetings are adopted with the majorities required by the law for each case, without prejudice to the majorities specifically provided for by Article 19.3.
  • 12.3 The resolutions of the shareholders' general meetings, adopted in compliance with the law and with these Articles of Association, bind the shareholders whether or not they attend or vote against them.

SECTION V BOARD OF DIRECTORS

Article 13

  • 13.1 The Company is managed by a Board of Directors by a number of members not lower than seven and not higher than thirteen. The shareholders' general meeting determines such number within the said limits.
  • 13.2 The Board of Directors is appointed for a period of up to three financial years and may be re-elected.
  • 13.3 The Directors are appointed by the shareholders' general meeting on the basis of lists presented by the shareholders and by the outgoing Board of Directors, in which the candidates must be listed with a progressive number. Each list must include at least two candidates satisfying the requirements of independence provided for by the law, distinctly mentioning such candidates and listing one of them as first in the list.

Slates which contain a number of candidates equal to or above three shall include candidates belonging to different genders, as indicated in the notice of meeting, in order to ensure that the composition of the Board of Directors is compliant with the applicable laws on balance between genders.

The lists must be lodged at the registered office and published in compliance with the regulations in force. Each shareholder may present or cooperate in presenting only one list and each candidate may stand in only one list on pain of non eligibility. Only those shareholders who, alone or together with other shareholders, own the minimum percentage of the share capital provided for by regulation of the Consob are entitled to present lists. The declaration of individual candidates in which they accept their candidacies and certify under their own responsibility the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law for the respective offices, are to be

lodged together with each list. The appointed Directors must inform the Board of Directors without delay of the loss of the above mentioned requirements, or of the occurrence of any cause of ineligibility or incompatibility.

All those entitled to vote may vote for one single list.

The appointment of the Directors is conducted as follows:

  • a) seven tenths of the Directors to be elected rounding down, in the case of a fraction inferior to a single unit, to the inferior unit, shall be drawn from the list that obtained the higher number of votes cast in the progressive order in which they are listed;
  • b) the remaining Directors are taken from the other lists; to this end, the votes obtained by those lists are divided successively by one, two, three and so on, depending on the number of Directors to be elected. The quotients obtained are attributed progressively to the candidates on each of these lists, in the order foreseen thereby. The quotients thus attributed to the candidates of the different lists are arranged in decreasing order in a single ranking. Those with the highest quotients are those elected. Should more than one candidate obtain the the same quotient, the candidate from the list with no elected Directors or with the fewest elected Directors shall be appointed Director. If none of these lists has a Director elected or they all have the same number of Directors elected, the candidate who obtained the higher number of votes within such lists is elected. If there is tie in terms of both quotients assigned and votes obtained by each list, the entire shareholders' general meeting shall vote again and the candidate obtaining a simple majority of votes will be elected;
  • c) for the purposes of identifying the Directors to be elected, the candidates designated on the lists that obtain a number votes lower than the half of the percentage required for the presentation of the same lists shall not be taken into account;
  • c-bis) if, following the vote and the above procedure, the applicable laws on balance between genders are not complied with, candidates which would result to be elected in the various slates are disposed in one single decreasing ranking list, to be formed in compliance with the quotient system indicated under letter b). The candidate in such ranking list belonging to the most represented gender having the lowest quotient is therefore replaced with the first candidate of the less represented gender belonging to the same slate which would result not to be elected. In the event that in such slate there are no other candidates, the replacement here above is carried out by the Shareholders' meeting with the majorities provided for under the law, as provided for under the following point d) and in compliance with the principle of a proportional representation of minority shareholders in the Board of Directors.

In case of a tie between quotients, the replacement is made in favour of the candidate drawn from the slate which has obtained the highest number of votes.

If the replacement of the candidate of the most represented gender having the lowest quotient in the ranking list does not allow, in any case, to reach the minimum threshold provided for under the applicable laws on balance between genders, the above said replacement procedure is carried out also with reference to the candidate belonging to the most represented gender having the second last quotient, and so forth, starting from the end of the ranking list.

c-ter) the president of the meeting, at the end of the above procedures, declares the elected members;

d) for the appointment of Directors who, for any reason, are not elected according to the procedure above, the shareholders' general meeting resolves according to the majorities provided for by the law ensuring in any case, the presence of the necessary number of Directors satisfying the requirements of independence provided for by the law, and the compliance with the applicable laws on balance between genders.

The list voting procedure applies only in the case of renewal of the entire Board of Directors.

  • 13.4 The shareholders' general meeting, even during the term of the Board of Directors, may vary the number of members of the Board of Directors, always within the limits referred to in Article 13.1 above, and elect them. The Directors thus elected terminate their mandate with those already appointed.
  • 13.5 Should one or more vacancies occur on the Board during the financial year Article 2386 of the Italian Civil Code shall apply. If one or more of the Directors no longer available was from a list containing unelected candidates, the replacement shall be effected appointing, according to the progressive order, persons drawn from the list whence the Director no longer available was elected provided that they are still eligible and willing to accept the appointment. In any case, the replacement of ceased Directors is effected by the Board of Directors assuring the presence of the necessary number of Directors satisfying the requirements of independence required by the law, and the compliance with the applicable laws on balance between genders. If the majority of Directors appointed by the shareholders' general meeting ceases from the office, the entire Board of Directors is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

Article 14

  • 14.1 The Board, if not dealt with by the shareholders' general meeting, elects one of its members as Chairman; it may elect a Deputy Chairman, who stands in for the Chairman in the case of absence or impediment.
    1. The Board, upon proposal of the Chairman, appoints a secretary, also external to the Company.

Article 15

  • 15.1 The Board meets at the venue indicated in the notice of call any time the Chairman, or in the case the latter is absent or unavailable, the Deputy Chairman, deems it necessary. The Board may also be called according to the modalities provided for by Article 24.5 of these Articles of Association. The Board of Directors must likewise be called when there is a written request to that effect from at least three Directors to resolve upon a specific matter considered of particular importance and pertaining to management, the subject of which shall be specified in the said request.
  • 15.2 Board meetings may also be held by telecommunications media, upon condition that all those attending can be identified and that such identification is noted in the relevant minutes and they are enabled to follow the discussion and intervene in real time on the matters debated, exchanging, if necessary, documentation; in this case, the Board of Directors is considered to be held in the place where the person chairing the meeting is located and where the secretary must be located as well, in order to permit the drafting and signature of the relevant minutes.

15.3 Usually, the notice of call is sent at least five days before the date set for the meetings. In cases of urgency, the term may be shorter. The Board of Directors resolves upon the way of convocation of its meetings.

Article 16

16.1 The meetings of the Board are chaired by the Chairman or, in the absence or impediment thereof, by the Deputy Chairman, if elected. In the absence of the latter too, the meetings are chaired by the oldest Director.

Article 17

  • 17.1 The quorum for meetings of the Board shall be a majority of the Directors in office.
  • 17.2 Resolutions are adopted by an absolute majority of the votes of those present; in case of a tie the vote of the person chairing the meeting shall prevail.

Article 18

  • 18.1 The resolutions of the Board of Directors are recorded in minutes which, duly signed by the Chairman of the meeting and the secretary, are transcribed in a book kept according to the law.
  • 18.2 Copies of the minutes are true when signed by the Chairman or who acted on the behalf thereof and by the secretary.

Article 19

  • 19.1 Management of the company is the exclusive responsibility of the Directors, who shall carry out the actions necessary to pursue the company's object.
  • 19.2 Further to exercising the powers assigned by the law, the Board of Directors is competent to resolve upon:
  • a) merger and demerger, in the cases provided for by the law;
  • b) the establishment or elimination of secondary offices;
  • c) which of the Directors is/are the Company representatives;
  • d) the reduction of company share capital in the case of withdrawal of one or more shareholders;
  • e) the harmonization of the Articles of Association to the provisions of the law;

f) the transfer of the registered office within Italy.

The attribution of these responsibilities to the Board of Directors does not exclude the concurrent competency of the shareholders' general meeting in these matters.

  • 19.3 Pursuant to the procedure for transactions with related parties adopted by the Company:
  • a) the ordinary Shareholders' Meeting, pursuant to Article 2364, paragraph 1, subsection 5, of the Civil Code, may authorize the Board of Directors to enter into related parties transactions of major importance, which do not fall within the competence of the Shareholders' Meeting, notwithstanding the negative opinion of the related parties Committee, provided that, without prejudice to the majorities required by law, bylaws and provisions applicable in cases of conflicts of interest, the Shareholders' Meeting resolves upon also with the favourable vote of at least half of the voting unrelated shareholders.

In any case, the entering into of the foregoing transactions is prevented only if the unrelated shareholders attending the Shareholders' Meeting represent at least 10% of the share capital with voting rights;

  • b) in case the Board of Directors intends to submit to the approval of the Shareholders' Meeting a transaction with related parties of major importance, which falls within the competence of the Shareholders' Meeting, notwithstanding the negative opinion of the related parties Committee, the transaction may be entered into only if the Shareholder's Meeting resolves upon with the majorities and in compliance with the requirements set forth under the previous subsection a);
  • c) the Board of Directors or the delegated Bodies may resolve upon, applying the exemptions provided for in the procedure and subject to the conditions indicated therein, the entering into by the Company, directly or through its subsidiaries, of urgent transactions with related parties which do not fall within the competence of the Shareholders' Meeting and which are not subject to the authorization of the Shareholders' Meeting itself.
  • 19.4 The delegated bodies shall promptly report to the Board of Directors and to the Board of Auditors or, in the absence of delegated bodies, the Directors shall promptly report to the Board of Auditors – at least quarterly and, in any case, during Board meetings, on the activities carried out, on the general performance of the period and on the foreseeable evolution as well as on the most significant transactions affecting the income statement, cash flow and balance sheet or in any case of major importance due to their dimensions or characteristics, carried out by the Company and by subsidiary companies; in particular, they report on the transactions in which they have a personal or third party's interest or that are influenced by the entity that carries out the activity of management and coordination, if extant.
  • 19.5 The Board of Directors appoints and revokes an executive in charge of preparing the corporate accounting documents, after seeking the opinion of the Board of Auditors. The executive in charge of preparing the corporate accounting documents must have acquired a significant experience of no less than two years in the performance of:
  • a) executive duties regarding the preparation and/or analysis and/or evaluation and/or checking of corporate documents that illustrate accounting issues of a complexity comparable to those connected with the financial documentation of the Company; or
  • b) auditing of the accounts of companies with shares listed on regulated markets in Italy or in other countries of the European Union; or
  • c) professional activities or university teaching as a tenured professor in the field of finance or accounting; or
  • d) executive duties in public bodies or government offices involved in the financial or accounting field.

Article 20

20.1 The Board of Directors may delegate, within the limits of which at Article 2381 of the Italian Civil Code, its attributions to an executive committee and/or to one or more of its members, determining the content, the limits and the eventual manner of exercising these powers. The Board, upon proposal of the Chairman and with the agreement of the delegated organs, may assign powers for single activities or categories of documents to other members of the Board of Directors.

20.2 The powers of the delegated organs include the conferral, within the sphere of the attributions assigned, of powers for single activities or categories of activities to Company employees and third parties, with the faculty to sub-delegate.

Article 21

  • 21.1 The legal representation of the Company and relevant signature are granted to the Chairman and to the person appointed as Chief Executive Officer and, in case of the absence or impediment of the former, to the Deputy Chairman, if nominated. The signature of the Deputy Chairman demonstrates to third parties in the absence or impediment of the Chairman.
  • 21.2 The legal representatives as above defined may grant legal representative powers of the Company, also at trial, also with the faculty to sub-delegate.

Article 22

  • 22.1 The members of the Board of Directors and of the Executive Committee are due an honorarium to be determined by the shareholders' general meeting. This deliberation, once made, shall also apply to subsequent financial years, until determined otherwise by the shareholders' general meeting.
  • 22.2 The remuneration of Directors with particular duties in compliance with the Articles of Association is established by the Board of Directors, having heard the opinion of the Board of Auditors.

Article 23

23.1 The Chairman:

  • a) has the powers to represent the Company as provided for by Article 21.1;
  • b) chairs the shareholders' general meeting as provided for by Article 11.1;
  • c) convenes and chairs the Board of Directors as provided for by Articles 15, 16.1; establishes the agenda, coordinates the works and ensures that adequate information is provided on the matters on the agenda to all the Directors;
  • d) checks the implementation of the resolutions adopted by the Board.

SECTION VI BOARD OF STATUTORY AUDITORS

Article 24

24.1 The shareholders' general meeting shall elect the Board of Statutory Auditors, consisting of three effective auditors and determines the fees thereto. The shareholders' general meeting shall also elect three alternate auditors.

The components of the Board of Statutory Auditors are selected from those with the requisites of professionalism and honour indicated in Ministry of Justice Decree No. 162 of 30 March 2000. For the

purposes of the disposition of which at Article 1, paragraph 2, letters b) and c) of the said Decree, matters pertaining to commercial and tax law, company economy and finance are considered strictly pertinent within the sphere of activities of the Company, as well as the matter and activity sectors pertaining to energy in general, environmental law and environmental economics. As to questions on Board of Statutory Auditors composition, non eligibility and the limits of the accumulation of administration and control appointments which may be covered by the components of the Board of Statutory Auditors, the current dispositions of law and regulation find full application.

24.2 The effective and substitute auditors are nominated by the shareholders' general meeting on the basis of lists presented by the shareholders, in which the candidates must be listed with a progressive number and may not exceed the number of components of the organ to be elected. The right to present the lists is assigned only to those shareholders who, alone or together other shareholders, are the owners of the minimum quota for participation in the company share capital established by the National Commission for Companies and the Stock Exchange (Consob) with the regulations for the presentation of the lists of candidates for the Board of Directors. The current legislation applies to the presentation, deposit and publication of the lists. The lists are articulated in two sections: one for the candidates for appointment as effective auditors and another for candidates for appointment as substitute auditors. The first candidate on each list must be a member of the rolls of legal auditors and have exercised the activity of legal control of accounts of a period of no less than three years.

In compliance with the applicable laws on balance between genders, slates which, taking into account both sections, contain a number of candidates equal or above of three, shall include, both in the first two places in the section of the slate relating to the regular statutory auditors, and in the first two places in the section of the slate relating to the substitute auditors, candidates belonging to different gender.

The list obtaining the most votes provides, in the progressive order in which they are listed, two effective auditors and two substitute auditors. The remaining auditor and substitute auditor are nominated as per the current regulations and with the manner indicated at Article 13.3, letter b), to be applied separately to each of the sections in which the other lists are articulated.

For the nomination of auditors outside the hypotheses of renewal of the entire Board of Statutory Auditors, the shareholders' general meeting resolves with the majorities of which at the law and without applying procedure of which here above, but so as to assure a composition of the Board of Statutory Auditors which is compliant with the dispositions of which at Article 1, paragraph 1, of Ministry of Justice Decree No. 162 of 30 March 2000 and indeed respect for the principle of representation of the minorities, and the applicable laws on balance between genders.

The chairmanship of the Board of Statutory Auditors is assigned to the auditor nominated with the modalities established at Article 13.3, letter b); in the case of substitution of the president, the appointment is taken by the substitute auditor also nominated with the modalities established at Article 13.3, letter b). In the case of substitution of one of the auditors from the list which obtained the most votes, the replacement is made in favour of the first of the substitute auditors drawn from that list. In the event that the replacement, if carried out through the above modalities, does not allow to form a Board of Statutory

Auditors compliant with the applicable laws on balance between genders, the replacement shall be carried out in favour of the second substitute auditor belonging to the same slate. If, thereafter, it is necessary to replace the other effective auditor belonging to the slate which has obtained the majority of the votes, the latter shall in any case be replaced by the substitute auditor belonging to the same slate.

  • 24.3 Auditors whose term has expired shall be eligible for re-election.
  • 24.4 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications, upon condition that all those attending can be identified and that the said identification is acknowledged in the relative minutes and they are allowed to follow the discussion and intervene in real time in the discussion of the matters debated, exchanging, if necessary, documents; in this case, the Board of Statutory Auditors is considered to be held at the venue where whoever chairs the meeting is.
  • 24.5 The Board of Statutory Auditors may, after notifying the Chairman of the Board of Directors, convene the shareholders' general meeting, the Board of Directors or the Executive Committee. The powers concerned may also be exercised by at least two members of the Board of Statutory Auditors in the case of convocation of the shareholders' general meeting, and by at least one member of the Committee in the case of convocation of the Board of Directors or of the Executive Committee.

SECTION VII

FINANCIAL STATEMENT AND PROFITS

Article 25

  • 25.1 The company financial year shall end on December 31 of every year.
  • 25.2 At the end of each financial year, the Board of Directors shall draw up the Company's financial statements as required by law.
  • 25.3 The Board of Directors is authorized to distribute interim dividends to shareholders during the course of the year.

Article 26

26.1 Any dividends not claimed within five years from the day they became payable shall lapse in favour of the Company and be posted directly to reserves.

SECTION VIII

WINDING UP & LIQUIDATION OF THE COMPANY

Article 27

27.1 In the case of winding up of the Company, the shareholders' general meeting determines the manner of liquidation and appoints one or more liquidators, establishing their powers and remuneration.

SECTION IX

GENERAL AND TRANSITORY RULES

Article 28

28.1 Any matters not expressly provided for herein shall be governed by the provisions of the Civil Code and applicable statutes.

Article 29

  • 29.1 The provisions of Articles 13.3, 13.5 and 24.2 aimed at ensuring the fulfilment of the applicable laws on balance between genders shall apply for the first three appointments, respectively, of the Board of Directors and of the Board of Statutory Auditors, following the coming into force and the effectiveness of the provisions of Article 1 of Law 12 July 2011, No. 120, published on the Official Gazette No. 174 of 28 July 2011.
  • 29.2 The composition of the Board of Statutory Auditors indicated under Article 24.1, which is characterized by the presence of three regular Statutory Auditors and three alternate Statutory Auditors, shall be applied from the first appointment of the supervisory board following the coming into force and the effectiveness of the provisions of Article 1 of Law 12 July 2011, No. 120, published on the Official Gazette No. 174 of 28 July 2011. Up to such moment, the Board of Statutory Auditors is composed by three regular Statutory Auditors and two alternate Statutory Auditors.

Schedule B

ENEL GREEN POWER S.p.A.

ARTICLES OF ASSOCIATION with the amendments deriving from the demerger

ENEL GREEN POWER S.p.A. Corporate Bylaws

SECTION I

INCORPORATION – DENOMINATION – REGISTERED OFFICE AND DURATION OF THE COMPANY

Article 1

1.1 A Company denominated "Enel Green Power S.p.A." (in abbreviated form "EGP S.p.A.") and governed by the regulations in these Articles of Association is incorporated.

Article 2

2.1 The registered office of the Company is located in Rome.

Article 3

3.1 The duration of the Company is established to 31 December 2100 and may be extended, once or more, by a resolution of the shareholders' general meeting.

SECTION II COMPANY'S OBJECT

  • Article 4
  • 4.1 The Company's purpose is the performance and development of activities of production and sale of electric power generated from renewable sources. To this end, the Company, directly or indirectly through subsidiaries or affiliates, may operate both in Italy and abroad and carry out any other connected, instrumental, similar, complementary or however useful activity to the pursuit of the Company's purposes, including, by way of a mere and non-exhaustive example:
  • a) the design, realisation, operation, development and maintenance of electric power plants;
  • b) the exploration and exploitation of geothermal resources, including valorisation of the derived products;
  • c) research and development in the field of exploitation of renewable energies, of rational use of energy and of energy services;
  • d) realisation of plants and provision of services connected with the distribution and use of electric power, including the realisation and management of requalification operations for energy savings by the clients;
  • e) the trade of products and services connected with the sale of electric power and gas, directly through its own points of sales and/or through third parties with a franchising network and/or partnerships.

The Company may further carry out research, consultancy and assistance activities in all sectors pertaining to the Company's purposes, and any other activity that allows a better utilisation and valorisation of the assets, resources and competencies employed.

4.2 The Company may furthermore directly carry out, in the interest of the subsidiaries or affiliates, any activity connected with or instrumental to its activities or those of the

subsidiaries or affiliates.

To this end the Company may in particular provide:

  • the coordination of the managerial resources of the subsidiaries or affiliates, to be effected also through suitable training initiatives;
  • the administrative and financial coordination of the subsidiaries or affiliates, performing all appropriate operations in their favour, including the concession of financing as well as, more in general, the setting up and management of the financial activities thereof;
  • the provision of other services in favour of the subsidiaries or affiliates in areas of specific business interest.
  • 4.3 In pursuit of its purposes the Company may, ultimately, carry out all those operations which are necessary or useful in an instrumental way or in any event connected, such as, for example: the provision of collateral and/or personal guarantees for its own obligations and those of third parties, the completion of movable, real estate and commercial transactions and whatever may be connected with the Company's purposes or which allows a better use of the assets and/or resources thereof and of the subsidiaries or affiliates, with the exception of collection of public savings and investment services as defined by Legislative Decree No. 58 of 24 February 1998, and of the activities referred to in Article 106 Legislative Decree No. 385 of 1 September 1993, insofar as they are also exercised vis-a-vis the public as well as the activities in general reserved by the law to professional members enrolled in specific registers.

SECTION III

CAPITAL – SHARES – WITHDRAWAL – OBLIGATIONS

Article 5

  • 5.1 The company share capital is Euro 272,000,000, represented by no. 1,360,000,000 ordinary shares with a par value of Euro 0.20 each.
  • 5.2 The shares are registered and each share entitles to one voting right.
  • 5.3 The quality of shareholder constitutes acceptance of these Articles of Association.

Article 6

  • 6.1 Each shareholder has the right to withdraw from the Company in the cases provided for by law, except as provided for by Article 6.2.
  • 6.2 The right to withdraw does not apply in cases of:

a) extension of the duration of the Company;

b) introduction, modification or removal of the limitations on circulation of shares.

Article 7

7.1 The issuance of non-convertible bonds is resolved upon by the Directors in accordance and with the modalities provided by law.

Article 8

8.1 The shareholders' domicile, as far as their relationships with the Company is concerned, is the one resulting from the Shareholders' Ledger; each shareholder shall notify any change of its domicile, as well as telephone numbers, fax and e-mail.

SECTION IV

SHAREHOLDERS' GENERAL MEETINGS

Article 9

  • 9.1 The ordinary and extraordinary shareholders' general meetings are normally held in the municipality where the registered office of the Company is located, except as otherwise resolved by the Board of Directors and as long as this is in Italy or in a country where the Company, directly or through its subsidiaries or affiliates, carries on its business activities.
  • 9.2 The shareholders' general meeting is convened by notice of call communicated with any mean, also computerized, which guarantees the proof of receipt, at least eight days before the meeting.
  • 9.3 The ordinary shareholders' general meetings must be convened at least once an year, to approve the financial statements, within one hundred and twenty days after the end of the financial year or within one hundred and eighty days in case the Company is required to draw up consolidated financial statements or, in any event, as required by particular exigencies relating to the structure and purposes of the Company.

9.4 Shareholders' meetings may also be held by telecommunications means, provided that:

  • the Chairman of the meeting is in a position to ascertain the identity and legitimacy of those in attendance; govern the course of the meeting; acknowledge and declare the outcome of the resolution;

  • the person drafting the minutes is in a position to duly perceive the discussions during the meeting;

  • those in attendance are in the position to follow the discussion concerning the items on the agenda and to vote simultaneously, exchanging any documentation necessary;

  • the Company indicates in the notice of call the places connected via tele/video conference, from where the persons may attend, and the meeting will be deemed held in the place where the Chairman and the secretary are in attendance.

Article 10

10.1 The right to participate and vote in the shareholders' general meetings are governed by applicable law.

Article 11

11.1 Those who have voting rights may be represented at the shareholders' general meetings as provided for by the law, through written proxy.

Article 12

  • 12.1 The shareholders' general meeting is chaired by the Chairman of the Board of Directors or, in the absence or impediment thereof, by the Deputy Chairman, if appointed, or, in lack of both, by a person designated by the Board of Directors, otherwise the shareholders' general meeting elects its own Chairman.
  • 12.2 The Chairman of the shareholders' general meeting is assisted by a secretary, not necessarily a shareholder, designated by those in attendance.

Article 13

  • 13.1 Without prejudice to the provisions of Article 20.2, the shareholders' general meeting resolves upon all matters for which it is competent according to applicable law.
  • 13.2 The resolutions of both ordinary and extraordinary shareholders' general meetings are

adopted with the majorities required by the law for each case.

13.3 The resolutions of the shareholders' general meetings, adopted in compliance with the law and with these Articles of Association, bind the shareholders whether or not they attend or vote against them.

SECTION V BOARD OF DIRECTORS Article 14

  • 14.1 The Company is managed by a Board of Directors composed of a number of members not lower than three and not higher than ten. The shareholders' general meeting determines such number within said limits. The composition of the Board of Directors has to ensure the fulfilment of the applicable laws on balance between genders.
  • 14.2 The Board of Directors is appointed for a period of up to three financial years and may be re-elected.
  • 14.3 The shareholders' meeting, also in the course of the mandate, may vary the number of members of the Board of Directors, always within the limits set out in the previous 14.1, providing for the relevant appointments. The directors so elected shall expire with those in office.
  • 14.4 Should one or more vacancies occur on the Board in the course of the financial year, Article 2386 of the Italian Civil Code shall apply, ensuring the fulfilment of the applicable laws on balance between genders. If the majority of the Directors appointed by the shareholders' general meeting ceases from office, the entire Board of Directors is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

Article 15

  • 15.1 The Board, if not elected by the shareholders' general meeting, elects one of its members as Chairman; it may elect a Deputy Chairman, who replaces the Chairman in the case of absence or impediment.
  • 15.2 The Board, upon proposal of the Chairman, appoints a secretary, also external to the Company.

Article 16

16.1 The Board meets at the venue indicated in the notice of call any time the Chairman, or in the case the latter is absent or unavailable, the Deputy Chairman, deems it necessary, or when there is a written request to that effect from the majority of the members of the Board of Directors or of the Board of Statutory Auditors.

The Board of Directors must likewise be called when there is a written request to that effect from at least two Directors – or from one in case the Board of Directors is composed of three members - to resolve upon a specific matter considered of particular importance and pertaining to the management, the subject of which shall be specified in the said request.

16.2 Board meetings may also be held by telecommunications means, upon condition that all those attending can be identified and that such identification is noted in the relevant minutes and they are enabled to follow the discussion and intervene in real time on the matters debated, exchanging, if necessary, documentation; in this case, the Board of Directors is considered to be held in the place where the person chairing the meeting is located and where the secretary must be located as well, in order to permit the drafting and signature of

the relevant minutes.

  • 16.3 Usually, the notice of call is sent at least five days before the date set for the meeting. In cases of urgency, the term may be reduced to one day before such date. The Board of Directors resolves upon the way of convocation of its meetings.
  • 16.4 The Board of Directors is considered validly held, even without formal convocation, if all the Directors and Statutory Auditors in office have been sufficiently informed with regard to the meeting and the items to be discussed and:

a) all members attend the meeting, or

b) the majority of the members of the Board of Directors and the Supervisory Board attend the meeting and the members absent declared to not object to the discussion of the items on the agenda.

Article 17

17.1 The meetings of the Board are chaired by the Chairman or, in the absence or impediment thereof, by the Deputy Chairman, if elected. In the absence of the latter too, the meetings are chaired by the oldest Director.

Article 18

18.1 The quorum for meetings of the Board shall be the majority of the Directors in office.

18.2 Resolutions are adopted by an absolute majority of the votes of those present; in case of a tie the vote of the person chairing the meeting shall prevail.

Article 19

  • 19.1 The resolutions of the Board of Directors are recorded in minutes which, duly signed by the Chairman of the meeting and the secretary, are transcribed in a book kept according to law.
  • 19.2 Copies of the minutes are true when signed by the Chairman or who acted on the behalf thereof and by the secretary.

Article 20

  • 20.1 The management of the Company is exclusive responsibility of the Directors, who shall carry out the actions necessary to pursue the Company's purposes.
  • 20.2 Besides exercising the powers assigned by the law, the Board of Directors is competent to resolve upon:
  • a) merger and demerger, in the cases provided for by law;
  • b) the establishment or shutting down of secondary offices;
  • c) which of the Directors is/are the Company representatives;
  • d) the reduction of the Company's share capital in the case of withdrawal of one or more shareholders;
  • e) the harmonization of the Articles of Association to the provisions of law;
  • f) the transfer of the registered office within Italy;
  • g) the reduction of Company's share capital, in the cases provided by law.
  • The assignment of such competences to the Board of Directors does not exclude the

concurrent competence of the shareholders' meeting on same matters.

20.3 The delegated bodies shall promptly report to the Board of Directors and to the Board of Statutory Auditors at least every six months on the general performance of the period and

on the foreseeable evolution as well as on the most significant transactions due to their dimensions or characteristics, carried out by the Company and by subsidiary companies.

Article 21

  • 21.1 The Board of Directors may delegate, within the limits set forth under Article 2381 of the Italian Civil Code, its attributions to an executive committee and/or to one or more of its members, determining the content, the limits and the modalities of exercise of these powers, if any. The Board, upon proposal of the Chairman and with the agreement of the delegated bodies, may assign powers for single activities or categories of activities to other members of the Board of Directors.
  • 21.2 The delegated bodies may also grant, within the limits of the powers assigned to same, powers for single activities or categories of activities to employees of the Company and third parties, with the faculty of sub-delegation.

Article 22

  • 22.1 The legal representation of the Company and relevant signature are granted to the Chairman and to the person appointed as Chief Executive Officer and, in case of the absence or impediment of the former, to the Deputy Chairman, if nominated. The signature of the Deputy Chairman demonstrates to third parties in the absence or impediment of the Chairman.
  • 22.2 The legal representatives as above defined may grant legal representative powers of the Company, also at trial, also with the faculty to sub-delegate.

Article 23

  • 23.1 The members of the Board of Directors and of the executive committee are granted with a compensation to be determined by the shareholders' general meeting. This resolution, once adopted, shall also apply to subsequent financial years, until determined otherwise by the shareholders' general meeting.
  • 23.2 The shareholders' general meeting may determine a total amount for the compensation of all the directors, included those directors with particular duties.

24.1 The Chairman:

Article 24

  • a) has the powers to represent the Company as provided for by Article 22.1;
  • b) chairs the shareholders' general meeting as provided for by Article 12.1;
  • c) convenes and chairs the Board of Directors as provided for by Articles 16, 17.1; establishes the agenda, coordinates the works and ensures that adequate information is provided on the matters on the agenda to all the Directors;
  • d) checks the implementation of the resolutions adopted by the Board.

SECTION VI BOARD OF STATUTORY AUDITORS Article 25

25.1 The shareholders' general meeting shall elect the Board of Statutory Auditors, consisting of three effective auditors and determines the fees thereto. The shareholders' general meeting shall also elect two alternate auditors. The composition of the Board of Statutory Auditors has to ensure the fulfilment of the applicable laws on balance between genders. If, during

the mandate, one or more effective auditors cease from office, the alternate auditors take the place, in order to ensure the fulfilment of the applicable laws on balance between genders.

25.2 Auditors whose term has expired shall be eligible for re-election.

25.3 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications, upon condition that all those attending can be identified and that said identification is acknowledged in the relevant minutes and they are allowed to follow the discussion and intervene in real time in the discussion of the matters debated, exchanging, if necessary, documents; in this case, the Board of Statutory Auditors is considered to be held at the venue where whoever chairs the meeting is.

SECTION VII

FINANCIAL STATEMENT AND PROFITS

Article 26

26.1 The Company financial year shall end on December 31 of each year.

  • 26.2 At the end of each financial year, the Board of Directors shall draw up the Company's financial statements as required by law.
  • 26.3 Where permitted by law, the Board of Directors is authorized to distribute interim dividends to shareholders during the course of the financial year.

Article 27

27.1 Any dividends not claimed within five years from the day they became payable shall lapse in favor of the Company and be posted directly to reserves.

SECTION VIII

WINDING UP & LIQUIDATION OF THE COMPANY

Article 28

28.1 In the case of winding up of the Company, the shareholders' general meeting determines the modalities of liquidation and appoints one or more liquidators, establishing their powers and remuneration.

SECTION IX

GENERAL AND TRANSITORY RULES

Article 29

29.1 Any matters not expressly provided for herein shall be governed by the provisions of the Italian Civil Code and applicable statutes.

Article 30

30.1 The provisions of Articles 14 and 25 aimed at ensuring the fulfilment of the applicable laws on balance between genders, shall apply for the first three appointments, respectively, of the Board of Directors and of the Board of Statutory Auditors, following the entrance into force and the effectiveness of the provisions of Article 2 of Decree of the President of the Republic No. 251 of 30 November 2012.

Schedule C

ENEL S.p.A. CORPORATE BYLAWS as currently in force

Introductory Note

Text approved by the extraordinary Shareholders' Meeting of May 21, 2004, as amended:

  • by the Board of Directors on October 21, 2004 (through the amendment of articles 6.2, 15.1, 18.1, 21.1, and 22.2);
  • by the Board of Directors on March 30, 2005 (through insertion of article 5.8, now 5.5);
  • by the extraordinary Shareholders' Meeting of May 26, 2005 (through the amendment of articles 5 and 14.3);
  • by the extraordinary Shareholders' Meeting of May 26, 2006 (through the amendment of article 5 and insertion of article 20.4, now 20.5);
  • by the Board of Directors on April 11, 2007 (through the amendment of article 25.2 and 25.5);
  • by the extraordinary Shareholders' Meeting of May 25, 2007 (through the amendment of articles 5, 14.3, 14.5, and 20.4, now 20.5);
  • by the Board of Directors on June 26, 2007 (through the amendment of article 25.1 and 25.2);
  • by the extraordinary Shareholders' Meeting of June 11, 2008 (through the amendment of article 5);
  • by the Board of Directors on February 3, 2009 (through the amendment of article 9.2);
  • by the extraordinary Shareholders' Meeting of April 29, 2009 (through the amendment of article 5);
  • by the Board of Directors on May 6, 2009 (through the amendment of article 5);
  • by the Board of Directors on May 28, 2009 (through the amendment of article 5);
  • by the extraordinary Shareholders' Meeting of April 29, 2010 (through the amendment of articles 9.2, 13.2, and 14.3, and insertion of article 31.1);
  • by the Board of Directors on October 21, 2010 (through the amendment of articles 10.1, 11.1, 14.3, and 25.2 and abrogation of the article 31.1);
  • by the Extraordinary Shareholders' Meeting of April 29, 2011 (through insertion of articles 11.3 and 20.3, and the amendment of articles 13.1 and 13.2);
  • by the Extraordinary Shareholders' Meeting of April 30, 2012 (through the amendment of articles 14.3, 14.5, 25.1 and 25.2 and insertion of article 31);
  • by the Extraordinary Shareholders' Meeting of May 22, 2014 (through the amendment of articles 13.2 and 14.3 and insertion of article 14-bis);
  • by the Board of Directors on July 30, 2014 (through the amendment of articles 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 6.2, 14.1, 14.3, 14.5, 15.1, 17.1, 18.1, 18.2, 21.1 and 22.2);
  • by the extraordinary Shareholders' Meeting of May 28, 2015 (through the amendment of article 14-bis).

Title I

Incorporation – Company name – Registered office – Term

article 1
1.1 The Company shall be called "ENEL - Società per azioni" and shall be governed
by the rules of the present bylaws.
article 2
2.1 The registered office of the Company shall be located in Rome.

article 3

3.1 The Company shall exist until December 31, 2100 and its term shall be extendible one or more times by resolution of a Shareholders' Meeting.

Title II Corporate Purpose

article 4

4.1 The purpose of the Company shall be to acquire and manage equity holdings in Italian or foreign companies and firms, as well as to provide such subsidiary companies and firms with strategic guidelines and coordination with regard to both their industrial organization and the business activities in which they engage.

Through affiliates or subsidiaries the Company shall operate especially:

  • a) in the electricity industry, including the activities of production, importation and exportation, distribution and sale, as well as transmission within the limits of existing legislation;
  • b) in the energy industry in general, including fuels, and in the field of environmental protection, as well as in the water sector;
  • c) in the communications, telematics and information-technology industries and those of multimedia and interactive services;
  • d) in network-based sectors (electricity, water, gas, district heating, telecommunications) or those which, in any case, provide urban services locally;

e) in other sectors:

  • in any way related to or connected with the activities carried out in the sectors mentioned above;
  • allowing the facilities, resources and expertise employed in the sectors mentioned above (such as, by way of example and without limitation: publishing, real estate and services to firms) to be enhanced and better utilized;
  • allowing the profitable use of the goods produced and the services provided in the sectors mentioned above;
  • f) in the carrying out of activities involving systems and installations design, construction, maintenance and management; the production and sale of

equipment; research, consulting and assistance; as well as the acquisition, sale, marketing and trading of goods and services, all activities connected with the sectors mentioned above under a), b), c) and d).

4.2 In the interest of its affiliates or subsidiaries, the Company may also carry out directly any activity connected with or instrumental to its own business or that of its affiliates or subsidiaries themselves.

To this end, the Company shall in particular see to:

  • the coordination of the managerial resources of its affiliates or subsidiaries, including the carrying out of appropriate training initiatives;
  • the administrative and financial coordination of its affiliates or subsidiaries, effecting in their favour all appropriate transactions, including granting loans and, more in general, the framework and management of their financial activities;
  • the supply of other services in favor of its affiliates or subsidiaries in areas of specific business interest.

4.3 In order to attain its corporate purpose, the Company may also carry out all transactions that are instrumentally necessary or useful or at any rate related, such as, by way of example: the provision of collateral and/or personal guarantees for both its own and third-party commitments; transactions involving movables and real-estate and commercial operations; and anything else that is connected with its corporate purpose or that allows better use of its own facilities and/or resources or those of its affiliates or subsidiaries, with the exception of accepting monetary deposits from the public and providing investment services as defined by legislative decree n. 58 of February 24, 1998, as well as the activities referred to in section 106 of legislative decree n. 385 of September 1, 1993 insofar as they are also exercised vis-à-vis the public.

Title III

Capital Stock - Shares – Withdrawal – Bonds

article 5

  • 5.1 The nominal value of the Company's share capital amounts to 9,403,357,795 euro, divided into 9,403,357,795 ordinary shares, each with a par value of 1 euro.
  • 5.2 The shares shall be registered and every share shall entitle the holder to one vote.
  • 5.3 The mere fact of being a shareholder shall constitute acceptance of these bylaws.

article 6

6.1 Pursuant to section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, no one, in whatever capacity, may own shares constituting more than 3% of the share capital, subject to the provisions of the law.

This limit on share ownership shall be calculated taking into account the total shareholding of a controlling entity, whether a natural or legal person or corporation; of all directly or indirectly controlled entities, as well as of the entities under a common control; of affiliates as well as natural persons related by blood or

marriage until the second decree, including his or her spouse unless legally separated.

Control shall be deemed to exist, including with regard to persons or entities other than companies, in the cases provided for by section 2359, paragraphs 1 and 2, of the Civil Code. Affiliation shall be deemed to exist in the situations mentioned in section 2359, paragraph 3, of the Civil Code, as well as among persons or entities that, directly or indirectly, through subsidiaries other than investment management companies, enter into agreements - including those with third parties - regarding the exercise of voting rights or the transfer of shares of or interests in other companies, or any other agreements mentioned in section 122 of legislative decree n. 58 of February 24, 1998 with respect to third-party companies in the event that such agreements regard at least 10% of the voting stock if the companies concerned are listed or 20% if the companies concerned are not listed. Calculation of the aforesaid limit on stock ownership (3%) shall also take into account the shares held through fiduciaries and/or nominees, or in general through intermediaries.

Voting rights attributable to shares held in excess of the aforesaid limit may not be exercised and the voting rights of each of the parties concerned by the ownership limit will be reduced pro rata, unless a different prior indication has been jointly given by the shareholders concerned. A resolution passed with the votes of shares held in violation of the limit may be challenged in court under section 2377 of the Civil Code, provided that the resolution would not have been passed without the votes relating to shares held in violation of the limit.

The shares for which voting rights may not be exercised shall be counted, however, for the purpose of determining the quorum at Shareholders' Meetings.

article 7

  • 7.1 Each shareholder is entitled to withdraw from the Company in the cases provided for by the law, except as otherwise provided for by Article 7.2.
  • 7.2 There shall be no right of withdrawal in case of:
  • a) extension of the term of the Company;
  • b) introduction, modification or removal of limits on the circulation of the shares.

article 8

8.1 The issue of bonds shall be resolved by the Directors in accordance with the law.

Title IV

Shareholders' Meetings

article 9

9.1 Ordinary and extraordinary Shareholders' Meetings shall normally be held in the municipality where the Company's registered office is located. The Board of Directors may determine otherwise, provided the venue is in Italy.

9.2 An ordinary Shareholders' Meeting must be called at least once a year, to approve the financial statements, within one hundred and twenty days after the end of the accounting period, or within one hundred and eighty days, since the Company is obliged to draw up consolidated financial statements, or, in any case, when required by particular needs regarding the structure and the purpose of the Company.

article 10

10.1 The right to participate and to vote in Shareholders' Meetings shall be determined by the regulations in force.

article 11

11.1 All those entitled to vote may appoint a representative to act in their behalf in Shareholders' Meetings according to the provisions of law by means of a proxy issued in accordance with the procedures provided for by the regulations in force. The proxy may also be reported to the Company electronically by sending it to the special section of the Company's website specified in the notice of the Shareholders' Meeting. The same Meeting notice may also specify, in accordance with the regulations in force, additional ways of reporting the proxy electronically that may be used for the specific Shareholders' Meeting referred to in the aforesaid notice.

In order to facilitate the collection of proxies from the shareholders who are employees of the Company and its subsidiaries and members of shareholder associations satisfying the requirements set by the regulations in force, facilities for communication and for the collection of proxies shall be made available to the aforesaid associations according to the terms and procedures agreed upon each time with their legal representatives.

  • 11.2 Shareholders' Meetings shall be conducted according to a special regulation approved by a resolution of an ordinary Shareholders' Meeting.
  • 11.3 The Board of Directors may provide that, with respect to single Shareholders' Meetings, those entitled to attend and to vote in the Shareholders' Meeting may participate in the Shareholders' Meeting by electronic means. In such case, the notice of the Meeting shall detail, also by reference to the Company's website, the above methods of participation.

article 12

  • 12.1 Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or, if it happens that he or she is not available, by the Deputy Chairman if one has been appointed, or if both are absent, the meeting shall be chaired by a person designated by the Board, failing which the meeting shall elect its Chairman.
  • 12.2 The Chairman of a Shareholders' Meeting shall be assisted by a Secretary (who need not be a shareholder) designated by the participants in the meeting, and may appoint one or more tellers.

article 13

  • 13.1 Excepting as provided for by Article 20.2, meetings shall resolve on all matters authorized by law, as well as on those provided for by Article 20.3.
  • 13.2 The Shareholders' Meeting, both in extraordinary and ordinary session, takes place, as a rule, on single call. The Board of Directors, if it deems it appropriate and by mentioning the reasons in the notice of call, may decide that both ordinary and extraordinary Shareholders' Meetings be held on several calls. The resolutions of the ordinary and extraordinary Shareholders' Meetings shall be passed with the voting majorities provided for by the law in each case, without prejudice to the majorities specifically provided for by Article 20.3.
  • 13.3 The resolutions approved by a Shareholders' Meeting according to the law and these bylaws shall be binding upon all shareholders, even if they did not attend or voted against the resolution.

Title V Board of Directors

article 14

  • 14.1 The Company shall be managed by a Board of Directors composed of no fewer than three and no more than nine members. A Shareholders' Meeting shall determine their number within the aforesaid limits.
  • 14.2 The Board of Directors shall serve for a term of up to three accounting periods and its members shall be eligible for re-election.
  • 14.3 The Directors shall be elected by a Shareholders' Meeting on the basis of slates presented by the shareholders and by the outgoing Board of Directors. Within each slate, the candidates are to be numbered progressively.

Each slate must include at least two candidates possessing the requirements of independence established by the law, distinctly mentioning such candidates and listing one of them first on the slate.

Slates which contain a number of candidates equal to or above three shall include candidates belonging to different genders, as indicated in the notice of the meeting, in order to ensure that the composition of the Board of Directors is compliant with the applicable laws on balance between genders.

The slates are to be lodged at the registered office and published in accordance with the regulations in force.

Each shareholder may present or participate in presenting only one slate and each candidate may be presented on only one slate under pain of ineligibility.

Only those shareholders who, alone or together with other shareholders, own the minimum percentage of the share capital established by a regulation of the Consob are entitled to present slates.

The declarations of the individual candidates, in which they accept their candidacies and certify, under their own responsibility, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law and these bylaws for their respective offices, are to be lodged together with each slate.

The Directors elected must inform the Board of Directors without delay of the loss of the requirements mentioned at the end of the preceding paragraph, as well as of the occurrence of causes of ineligibility or incompatibility.

All those entitled to vote may vote for only one slate.

The procedure for electing the Directors is to be as follows:

  • a) seven-tenths of the Directors to be elected, rounding down any fraction to the unit, shall be drawn from the slate that has obtained the most votes cast in the order in which they are listed on the slate;
  • b) the remaining Directors shall be drawn from the other slates; for this purpose, the votes obtained by these slates shall be divided successively by one, two, three and so forth according to the number of Directors to be elected. The numbers obtained in this way shall be attributed to the candidates of such slates in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates shall be arranged in decreasing order in a single ranking. The candidates who have obtained the highest numbers shall become Directors.

In the event that more than one candidate has obtained the same number, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors shall be appointed Director.

In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes shall be appointed Director. If there is a tie in terms of both numbers assigned and votes obtained by each slate, the entire Shareholders' Meeting shall vote again and the candidate who obtains a simple majority of the votes will be appointed Director;

  • c) for the purposes of the identifying the Directors to be elected, the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account;
  • c-bis) if, following the vote and the above procedure, the applicable laws on balance between genders are not complied with, candidates which would result to be elected in the various slates are disposed in one single decreasing ranking list, to be formed in compliance with the quotient system indicated under letter b). The candidate in such ranking list belonging to the most represented gender having the lowest quotient is therefore replaced with the first candidate of the less represented gender belonging to the same slate which would result not elected. In the event that in such slate there are no other candidates, the replacement here above is carried out by the Shareholders' meeting with the majorities provided for under the law, as provided for under the following point d) and in compliance with the principle of a proportional representation of minority shareholders in the Board of Directors.

In case of a tie between quotients, the replacement is made in favour of the candidate drawn from the slate which has obtained the highest number of votes.

If the replacement of the candidate of the most represented gender having the lowest quotient in the ranking list does not allow, in any case, to reach the minimum threshold provided for under the applicable laws on balance between

genders, the above said replacement procedure is carried out also with reference to the candidate belonging to the most represented gender having the second last quotient, and so forth, starting from the end of the ranking list.

  • c-ter) the president of the meeting, at the end of the above procedures, declares the elected members;
  • d) for the appointment of the Directors who, for whatever reason, are not elected pursuant to the procedures specified above, the Shareholders' Meeting will resolve according to the majorities provided for by the law, ensuring in any case the presence of the necessary number of Directors possessing the requirements of independence established by the law, and the compliance with the applicable laws on balance between genders.

The slate-vote mechanism shall apply only when the entire Board of Directors is being elected.

  • 14.4 Even during a Board's term, a Shareholders' Meeting may change the number of the members of the Board of Directors within the limits referred to in 14.1 above and proceed to elect them. The term of the Directors so elected is to end at the same time as that of the Directors in office.
  • 14.5 Should one or more vacancies occur on the Board during the accounting period, steps shall be taken in accordance with section 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, in replacing Directors who leave their offices vacant, the Board of Directors shall ensure the presence of the necessary number of Directors possessing the requirements of independence established by the law, and the compliance with the applicable laws on balance between genders. In the event that the majority of the offices of the Directors elected by the shareholders becomes vacant, the entire Board is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

article 14-bis

  • 14-bis.1 The issue of a judgement, even if not final and without prejudice to the effects of rehabilitation, convicting a director of any of the offenses indicated below shall constitute grounds for ineligibility to or disqualification from the office of director, for cause and without entitlement to damages:
  • a) offenses provided for under laws on banking, financial, securities, and insurance business and laws governing financial markets, securities and means of payment,
  • b) offenses provided for under Title XI of Book V of the Italian Civil Code and Royal Decree No. 267 of March 16, 1942,
  • c) offenses against the public administration, public credit, public property, public order, public economy or tax offences,
  • d) offenses provided for under Article 51, paragraph 3-bis, of the Italian Criminal Procedural Code as well as Article 73 of the Decree of the President of the Republic of Italy No. 309 dated October 9, 1990.

It also constitutes a ground for ineligibility to or disqualification for cause from the office of director, without entitlement to damages, the issue of a judgement of final conviction ascertaining the willful commission of public monetary damage.

14-bis.2. Repealed

14-bis.3 Repealed

  • 14-bis.4 Without prejudice to the provisions of the paragraphs above, the chief executive officer who is subject to:
  • a) imprisonment or
  • b) precautionary measures of preventive custody or house arrest as outcome of a proceeding started under Articles 309 or 311, second paragraph, of the Italian Criminal Procedural Code or at the elapse of the relevant time limit to start it,

is automatically disqualified from office, with cause and without any right to be indemnified, and, as a consequence, his/her relevant delegated powers cease. Similarly, the chief executive officer is disqualified from office if addressed with other kind of precautionary measures that can no longer be appealed, if the Board of Directors believes that such measures make impossible for the chief executive officer to exercise his/her delegated powers.

  • 14-bis.5 For the purposes of this clause, a plea bargain judgment pursuant to Article 444 of the Italian Criminal Procedural Code shall be equated to a judgment of conviction, except in case of extinguishment of the offense.
  • 14-bis.6 For the purposes of this clause, where foreign laws shall apply, even if partially, the Board of Directors ascertains the existence of the circumstances mentioned herein through a judgment of substantial equivalence.

article 15

  • 15.1 If a Shareholders' Meeting has not elected a Chairman of the Board, the Board shall elect one of its members to that position. It may elect a Deputy Chairman, who shall stand in for the Chairman in the event of his or her unavailability.
  • 15.2 Upon the Chairman's proposal, the Board shall appoint a Secretary, who need not have any connection with the Company.

article 16

16.1 The Board shall meet at the place designated in the notice whenever the Chairman or, in case the latter is unavailable, the Deputy Chairman deems necessary. The Board may also be convened in the ways provided for in Article 25.5 of these bylaws.

The Board of Directors must also be convened when at least two Directors – or one if the Board consists of three members – so request in writing to resolve on a specific matter (to be indicated in the aforesaid request) regarding the management of the Company that they consider to be of particular importance.

16.2 Board meetings may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need

be; in such case, the meeting of the Board of Directors shall be deemed held in the place where whoever chairs the meeting is and where the Secretary must also be in order to allow the related minutes to be drawn up and signed.

16.3 The Board shall normally be called at least five days before the date on which the meeting is to be held. This period may be shorter in urgent cases. The Board of Directors shall decide the procedures for convening its own meetings.

article 17

17.1 Board meetings shall be chaired by the Chairman or, if the latter is absent or detained, by the Deputy Chairman if one has been appointed. If the latter is also absent, they are to be chaired by the oldest Director.

article 18

18.1 The quorum for meetings of the Board shall be a majority of the Directors in office. 18.2 Resolutions shall be adopted by an absolute majority of the Directors present; in case of a tie, the vote of the person chairing the meeting shall be decisive.

article 19

  • 19.1 The resolutions of the Board of Directors shall appear in minutes which, signed by whoever chairs the meeting and by the Secretary, are to be transcribed in a book kept according to the law for this purpose.
  • 19.2 Copies of the minutes shall be fully certified if signed by the Chairman or whoever acts in his or her behalf, and by the Secretary.

article 20

  • 20.1 Management of the Company is the exclusive responsibility of the Directors, who shall carry out the actions necessary to achieve the corporate purpose.
  • 20.2 In addition to exercising the powers entrusted to it by the law, the Board of Directors shall have the power to adopt resolutions concerning:
  • a) mergers and demergers in the cases provided for by the law;
  • b) the establishment or elimination of secondary headquarters;
  • c) which of the Directors shall represent the Company;
  • d) the reduction of the share capital in case of the withdrawal of one or more shareholders;
  • e) the harmonization of the bylaws with provisions of the law;
  • f) the transfer of the registered office within Italy.

20.3 Pursuant to the procedure for transactions with related parties adopted by the Company:

a) the ordinary Shareholders' Meeting, pursuant to Article 2364, paragraph 1, subsection 5, of the Civil Code, may authorize the Board of Directors to enter into related parties transactions of major importance, which do not fall within the competence of the Shareholders' Meeting, notwithstanding the negative

opinion of the related parties Committee, provided that, without prejudice to the majorities required by law, bylaws and provisions applicable in cases of conflicts of interest, the Shareholders' Meeting resolves upon also with the favourable vote of at least half of the voting unrelated shareholders. In any case, the entering into of the foregoing transactions is prevented only if the unrelated shareholders attending the Shareholders' Meeting represent at least 10% of the share capital with voting rights;

  • b) in case the Board of Directors intends to submit to the approval of the Shareholders' Meeting a transaction with related parties of major importance, which fall within the competence of the Shareholders' Meeting, notwithstanding the negative opinion of the related parties Committee, the transaction may be entered into only if the Shareholder's Meeting resolves upon with the majorities and in compliance with the requirements set forth under the previous subsection a);
  • c) the Board of Directors or the delegated Bodies may resolve upon, applying the exemptions provided for in the procedure and subject to the conditions indicated therein, the entering into by the Company, directly or through its subsidiaries, of urgent transactions with related parties which do not fall within the competence of the Shareholders' Meeting and which are not subject to the authorization of the Shareholders' Meeting itself.
  • 20.4 The delegated bodies shall promptly report to the Board of Directors and the Board of Statutory Auditors – or, absent the delegated bodies, the Directors shall promptly report to the Board of Statutory Auditors – at least quarterly, and in any case during the meetings of the Board of Directors, on the activity carried out, the management of the Company in general and the prospects for the future, as well as the most important transactions affecting the income statement, cash flow and the balance sheet, or in any case that are most important because of their size or characteristics carried out by the Company and its subsidiaries; they shall specifically report on transactions in which they have an interest themselves or on behalf of third parties or that are influenced by the entity – if there is one – who directs and coordinates the Company.
  • 20.5 The Board of Directors shall appoint, and revoke the appointment of, an executive in charge of preparing the corporate accounting documents, after the Board of Statutory Auditors has expressed its opinion.

The executive in charge of preparing the corporate accounting documents must have acquired experience for a total of at least three years in the performance of:

  • a) executive duties regarding the preparation and/or analysis and/or evaluation and/or checking of corporate documents that present accounting issues of a complexity comparable to those connected with the Company's accounting documents; or
  • b) auditing of the accounts of companies with shares listed on regulated markets in Italy or in other countries of the European Union; or
  • c) professional activities or university teaching as a tenured professor in the field of finance or accounting; or
  • d) executive duties in public bodies or government offices involved in the financial or accounting field.

article 21

  • 21.1 Within the limits set forth in section 2381 of the Civil Code, the Board of Directors may delegate powers to one of its members, determining the content, the limits and any procedures of exercise of the delegation. Upon proposal by the Chairman and in agreement with the Chief Executive Officer, the Board may delegate powers to others among its members for single acts or classes of acts.
  • 21.2 Within the limits of the authority conferred on him, the Chief Executive Officer shall have the power to delegate single acts or classes of acts to employees of the Company or to third parties, authorizing sub-delegation.

article 22

  • 22.1 The legal authority to represent the Company and sign documents on its behalf is vested in both the Chairman of the Board of Directors and the Chief Executive Officer and, in the event that the former is unavailable, the Deputy Chairman if one has been appointed. The signature of the Deputy Chairman shall attest vis-à-vis third parties the Chairman's unavailability.
  • 22.2 The above legal representatives may delegate the power to represent the Company, including in court, to third parties, who may also be authorized to subdelegate.

article 23

  • 23.1 The members of the Board of Directors shall be entitled to compensation in an amount to be determined by a meeting of the shareholders. Once adopted, the resolution shall apply during subsequent accounting periods until a Shareholders' Meeting determines otherwise.
  • 23.2 The compensation of Directors entrusted with specific tasks in accordance with the bylaws shall be established by the Board of Directors after receiving the opinion of the Board of Statutory Auditors.

article 24

24.1 The Chairman shall:

  • a) have the power to represent the Company pursuant to Article 22.1;
  • b) preside at meetings of the shareholders pursuant to Article 12.1;
  • c) call and preside at meetings of the Board of Directors pursuant to Articles 16 and 17.1, establish the agenda, coordinate the proceedings, and see that adequate information on the matters on the agenda is provided to all the Directors;
  • d) ascertain that the resolutions of the Board are carried out.

Title VI Board of Statutory Auditors

article 25

25.1 A Shareholders' Meeting shall elect the Board of Statutory Auditors, which is to be composed of three regular members, and shall determine their compensation. Three alternate members shall also be elected by a Shareholders' Meeting.

The members of the Board of Statutory Auditors must possess the requisites of professionalism and honorableness specified in the Ministry of Justice's decree n. 162 of March 30, 2000. For the purposes of the provisions of section 1, paragraph 2, b) and c) of this decree, the following are considered closely connected with the scope of the Company's business activities: subjects pertaining to commercial law and tax law, business economics and business finance, as well as subjects and fields of activity pertaining to energy in general, communications, telematics and information technology, and network structures.

The composition of the board of statutory auditors, situations of ineligibility and the limits to the number of offices on boards of directors, boards of statutory auditors, and similar bodies that the members of the Board of Statutory Auditors may hold shall be governed by the provisions of the statutes and regulations in force.

25.2 Regular members of the Board of Statutory Auditors and alternate members shall be elected by Shareholders' Meetings on the basis of the slates presented by the shareholders, on which the candidates are to be numbered progressively and their number must not exceed that of the members of the body to be elected.

Only those shareholders who, alone or together with other shareholders, own the minimum percentage of the share capital established by a regulation of the Consob for the presentation of slates of candidates for the election of the Board of Directors are entitled to present slates.

The provisions of law in force shall apply to the presentation, lodgment and publication of the slates.

The slates are to be divided into two sections: one for the candidates for the office of regular auditor and the other for candidates for the office of alternate auditor. The first candidate in each section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.

In compliance with the applicable laws on balance between genders, slates which, taking into account both sections, contain a number of candidates equal to or above three, shall include, both in the first two places of the section of the slate relating to the regular statutory auditors, and in the first two places of the section of the slate relating to the alternate statutory auditors, candidates belonging to different genders.

Two regular members of the Board of Statutory Auditors and two alternate members are to be drawn, in the numerical order in which they were listed in each section, from the slate that has obtained the most votes. The remaining regular member and the remaining alternate are to be elected according to the provisions of law in force and the procedures specified in Article 14.3, b), to be applied separately to each of the sections in which the other slates are divided.

When less than the entire Board is being elected, the Shareholders' Meeting shall resolve according to the majorities provided for by the law, without following the procedure specified above, but in any case in such a way as to ensure that the composition of the Board of Statutory Auditors is in accordance with the provisions of section 1, paragraph 1, of the Ministry of Justice's decree n. 162 of March 30, 2000, as well as with the principle of the representation of minority shareholders and the applicable laws on balance between genders.

The chairmanship of the Board of Statutory Auditors shall fall to the regular Auditor elected according to the procedures specified in Article 14.3, b); in the event the Chairman is substituted, this office shall be filled by the alternate Auditor also elected according to the procedures specified in Article 14.3, b).

In the event that one of the members drawn from the slate that obtained the most votes is substituted, his or her place shall be taken by the first of the alternate members drawn from the same slate. In the event that the replacement, if carried out through the above modalities, does not allow to form a Board of Statutory Auditors compliant with the applicable laws on balance between genders, the replacement shall be carried out in favour of the second alternate Statutory Auditor belonging to the same slate. If thereafter it is necessary to replace the other regular Statutory Auditor belonging to the slate which has obtained the highest number of votes, the latter shall in any case be replaced by the alternate Statutory Auditor belonging to the same slate.

25.3 Auditors whose term has expired shall be eligible for re-election.

  • 25.4 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Statutory Auditors shall be deemed held in the place where whoever chairs the meeting is.
  • 25.5 Upon notice to the Chairman of the Board of Directors, the Board of Statutory Auditors may call a Shareholders' Meeting and a Board of Directors' meeting. The powers concerned may also be exercised by at least two members of the Board of Statutory Auditors with regard to Shareholders' Meetings and by at least one member of the Board of Statutory Auditors with regard to meetings of the Board of Directors.

Title VII Financial Statements and Earnings

article 26

  • 26.1 The accounting period shall end on December 31 of every year.
  • 26.2 At the end of each accounting period, the Board of Directors shall draw up the Company's financial statements as required by law.
  • 26.3 The Board of Directors is authorized to distribute interim dividends to shareholders during the course of the year.

27.1 Dividends not collected within five years from the day they become payable shall lapse in favor of the Company and be posted directly to reserves.

Title VIII

Dissolution and Liquidation of the Company

article 28

28.1 Should the Company be dissolved, a Shareholders' Meeting is to determine the liquidation procedures and appoint one or more liquidators, establishing their powers and compensation.

Title IX Transitory and General Rules

article 29

29.1 Any matters not expressly provided for herein shall be governed by the provisions of the Civil Code and applicable statutes.

article 30

30.1 The Company is to continue to carry out all the activities that - under legislative decree n. 79 of March 16, 1999, published in the Gazzetta Ufficiale, issue 75 of March 31, 1999 - have been temporarily entrusted to it pending their award to other entities according to the provisions of the legislative decree.

article 31

  • 31.1 The provisions of articles 14.3, 14.5, and 25.2 aimed at ensuring the fulfilment of the applicable laws on balance between genders shall apply to the first three appointments, respectively, of the Board of Directors and of the Board of Statutory Auditors, following the coming into force and the effectiveness of the provisions of article 1 of Law July 12, 2011, No. 120, published on the Official Gazette No. 174 of July 28, 2011.
  • 31.2 The composition of the Board of Statutory Auditors indicated under article 25.1, which is characterized by the presence of three regular Statutory Auditors and three alternate Statutory Auditors, shall apply from the first appointment of the supervisory board following the coming into force and the effectiveness of the provisions of article 1 of Law July 12, 2011, No. 120, published on the Official Gazette No. 174 of July 28, 2011. Until such moment, the Board of Statutory Auditors is composed by three regular Statutory Auditors and two alternate Statutory Auditors.

Schedule D

ENEL S.p.A. CORPORATE BYLAWS with the amendments deriving from the demerger

Introductory Note

Text approved by the extraordinary Shareholders' Meeting of May 21, 2004, as amended:

  • by the Board of Directors on October 21, 2004 (through the amendment of articles 6.2, 15.1, 18.1, 21.1, and 22.2);
  • by the Board of Directors on March 30, 2005 (through insertion of article 5.8, now 5.5);
  • by the extraordinary Shareholders' Meeting of May 26, 2005 (through the amendment of articles 5 and 14.3);
  • by the extraordinary Shareholders' Meeting of May 26, 2006 (through the amendment of article 5 and insertion of article 20.4, now 20.5);
  • by the Board of Directors on April 11, 2007 (through the amendment of article 25.2 and 25.5);
  • by the extraordinary Shareholders' Meeting of May 25, 2007 (through the amendment of articles 5, 14.3, 14.5, and 20.4, now 20.5);
  • by the Board of Directors on June 26, 2007 (through the amendment of article 25.1 and 25.2);
  • by the extraordinary Shareholders' Meeting of June 11, 2008 (through the amendment of article 5);
  • by the Board of Directors on February 3, 2009 (through the amendment of article 9.2);
  • by the extraordinary Shareholders' Meeting of April 29, 2009 (through the amendment of article 5);
  • by the Board of Directors on May 6, 2009 (through the amendment of article 5);
  • by the Board of Directors on May 28, 2009 (through the amendment of article 5);
  • by the extraordinary Shareholders' Meeting of April 29, 2010 (through the amendment of articles 9.2, 13.2, and 14.3, and insertion of article 31.1);
  • by the Board of Directors on October 21, 2010 (through the amendment of articles 10.1, 11.1, 14.3, and 25.2 and abrogation of the article 31.1);
  • by the Extraordinary Shareholders' Meeting of April 29, 2011 (through insertion of articles 11.3 and 20.3, and the amendment of articles 13.1 and 13.2);
  • by the Extraordinary Shareholders' Meeting of April 30, 2012 (through the amendment of articles 14.3, 14.5, 25.1 and 25.2 and insertion of article 31);
  • by the Extraordinary Shareholders' Meeting of May 22, 2014 (through the amendment of articles 13.2 and 14.3 and insertion of article 14-bis);
  • by the Board of Directors on July 30, 2014 (through the amendment of articles 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 6.2, 14.1, 14.3, 14.5, 15.1, 17.1, 18.1, 18.2, 21.1 and 22.2);
  • by the Extraordinary Shareholders' Meeting of May 28, 2015 (through the amendment of article 14-bis);
  • by the Extraordinary Shareholders' Meeting of January 11, 2016 (through the amendment of article 5)

Title I

Incorporation – Company name – Registered office – Term

article 1

1.1 The Company shall be called "ENEL - Società per azioni" and shall be governed
by the rules of the present bylaws.

article 2

2.1 The registered office of the Company shall be located in Rome.

article 3

3.1 The Company shall exist until December 31, 2100 and its term shall be extendible one or more times by resolution of a Shareholders' Meeting.

Title II

Corporate Purpose

article 4

  • 4.1 The purpose of the Company shall be to acquire and manage equity holdings in Italian or foreign companies and firms, as well as to provide such subsidiary companies and firms with strategic guidelines and coordination with regard to both their industrial organization and the business activities in which they engage. Through affiliates or subsidiaries the Company shall operate especially:
  • a) in the electricity industry, including the activities of production, importation and exportation, distribution and sale, as well as transmission within the limits of existing legislation;
  • b) in the energy industry in general, including fuels, and in the field of environmental protection, as well as in the water sector;
  • c) in the communications, telematics and information-technology industries and those of multimedia and interactive services;
  • d) in network-based sectors (electricity, water, gas, district heating, telecommunications) or those which, in any case, provide urban services locally;
  • e) in other sectors:
    • in any way related to or connected with the activities carried out in the sectors mentioned above;
    • allowing the facilities, resources and expertise employed in the sectors mentioned above (such as, by way of example and without limitation: publishing, real estate and services to firms) to be enhanced and better utilized;
    • allowing the profitable use of the goods produced and the services provided in the sectors mentioned above;

f) in the carrying out of activities involving systems and installations design, construction, maintenance and management; the production and sale of equipment; research, consulting and assistance; as well as the acquisition, sale, marketing and trading of goods and services, all activities connected with the sectors mentioned above under a), b), c) and d).

4.2 In the interest of its affiliates or subsidiaries, the Company may also carry out directly any activity connected with or instrumental to its own business or that of its affiliates or subsidiaries themselves.

To this end, the Company shall in particular see to:

  • the coordination of the managerial resources of its affiliates or subsidiaries, including the carrying out of appropriate training initiatives;
  • the administrative and financial coordination of its affiliates or subsidiaries, effecting in their favour all appropriate transactions, including granting loans and, more in general, the framework and management of their financial activities;
  • the supply of other services in favor of its affiliates or subsidiaries in areas of specific business interest.

4.3 In order to attain its corporate purpose, the Company may also carry out all transactions that are instrumentally necessary or useful or at any rate related, such as, by way of example: the provision of collateral and/or personal guarantees for both its own and third-party commitments; transactions involving movables and real-estate and commercial operations; and anything else that is connected with its corporate purpose or that allows better use of its own facilities and/or resources or those of its affiliates or subsidiaries, with the exception of accepting monetary deposits from the public and providing investment services as defined by legislative decree n. 58 of February 24, 1998, as well as the activities referred to in section 106 of legislative decree n. 385 of September 1, 1993 insofar as they are also exercised vis-à-vis the public.

Title III

Capital Stock - Shares – Withdrawal – Bonds

article 5

  • 5.1 The nominal value of the Company's share capital amounts to [•] euro, divided into [•] ordinary shares, each with a par value of 1 euro.
  • 5.2 The shares shall be registered and every share shall entitle the holder to one vote.
  • 5.3 The mere fact of being a shareholder shall constitute acceptance of these bylaws.

article 6

6.1 Pursuant to section 3 of decree-law n. 332 of May 31, 1994, converted with revisions by Law n. 474 of July 30, 1994, no one, in whatever capacity, may own shares constituting more than 3% of the share capital, subject to the provisions of the law.

This limit on share ownership shall be calculated taking into account the total shareholding of a controlling entity, whether a natural or legal person or corporation; of all directly or indirectly controlled entities, as well as of the entities

under a common control; of affiliates as well as natural persons related by blood or marriage until the second decree, including his or her spouse unless legally separated.

Control shall be deemed to exist, including with regard to persons or entities other than companies, in the cases provided for by section 2359, paragraphs 1 and 2, of the Civil Code. Affiliation shall be deemed to exist in the situations mentioned in section 2359, paragraph 3, of the Civil Code, as well as among persons or entities that, directly or indirectly, through subsidiaries other than investment management companies, enter into agreements - including those with third parties - regarding the exercise of voting rights or the transfer of shares of or interests in other companies, or any other agreements mentioned in section 122 of legislative decree n. 58 of February 24, 1998 with respect to third-party companies in the event that such agreements regard at least 10% of the voting stock if the companies concerned are listed or 20% if the companies concerned are not listed. Calculation of the aforesaid limit on stock ownership (3%) shall also take into account the shares held through fiduciaries and/or nominees, or in general through intermediaries.

Voting rights attributable to shares held in excess of the aforesaid limit may not be exercised and the voting rights of each of the parties concerned by the ownership limit will be reduced pro rata, unless a different prior indication has been jointly given by the shareholders concerned. A resolution passed with the votes of shares held in violation of the limit may be challenged in court under section 2377 of the Civil Code, provided that the resolution would not have been passed without the votes relating to shares held in violation of the limit.

The shares for which voting rights may not be exercised shall be counted, however, for the purpose of determining the quorum at Shareholders' Meetings.

article 7

  • 7.1 Each shareholder is entitled to withdraw from the Company in the cases provided for by the law, except as otherwise provided for by Article 7.2.
  • 7.2 There shall be no right of withdrawal in case of:
  • a) extension of the term of the Company;
    • b) introduction, modification or removal of limits on the circulation of the shares.

article 8

8.1 The issue of bonds shall be resolved by the Directors in accordance with the law.

Title IV

Shareholders' Meetings

article 9

9.1 Ordinary and extraordinary Shareholders' Meetings shall normally be held in the municipality where the Company's registered office is located. The Board of Directors may determine otherwise, provided the venue is in Italy.

9.2 An ordinary Shareholders' Meeting must be called at least once a year, to approve the financial statements, within one hundred and twenty days after the end of the accounting period, or within one hundred and eighty days, since the Company is obliged to draw up consolidated financial statements, or, in any case, when required by particular needs regarding the structure and the purpose of the Company.

article 10

10.1 The right to participate and to vote in Shareholders' Meetings shall be determined by the regulations in force.

article 11

11.1 All those entitled to vote may appoint a representative to act in their behalf in Shareholders' Meetings according to the provisions of law by means of a proxy issued in accordance with the procedures provided for by the regulations in force. The proxy may also be reported to the Company electronically by sending it to the special section of the Company's website specified in the notice of the Shareholders' Meeting. The same Meeting notice may also specify, in accordance with the regulations in force, additional ways of reporting the proxy electronically that may be used for the specific Shareholders' Meeting referred to in the aforesaid notice.

In order to facilitate the collection of proxies from the shareholders who are employees of the Company and its subsidiaries and members of shareholder associations satisfying the requirements set by the regulations in force, facilities for communication and for the collection of proxies shall be made available to the aforesaid associations according to the terms and procedures agreed upon each time with their legal representatives.

  • 11.2 Shareholders' Meetings shall be conducted according to a special regulation approved by a resolution of an ordinary Shareholders' Meeting.
  • 11.3 The Board of Directors may provide that, with respect to single Shareholders' Meetings, those entitled to attend and to vote in the Shareholders' Meeting may participate in the Shareholders' Meeting by electronic means. In such case, the notice of the Meeting shall detail, also by reference to the Company's website, the above methods of participation.

article 12

  • 12.1 Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or, if it happens that he or she is not available, by the Deputy Chairman if one has been appointed, or if both are absent, the meeting shall be chaired by a person designated by the Board, failing which the meeting shall elect its Chairman.
  • 12.2 The Chairman of a Shareholders' Meeting shall be assisted by a Secretary (who need not be a shareholder) designated by the participants in the meeting, and may appoint one or more tellers.

article 13

  • 13.1 Excepting as provided for by Article 20.2, meetings shall resolve on all matters authorized by law, as well as on those provided for by Article 20.3.
  • 13.2 The Shareholders' Meeting, both in extraordinary and ordinary session, takes place, as a rule, on single call. The Board of Directors, if it deems it appropriate and by mentioning the reasons in the notice of call, may decide that both ordinary and extraordinary Shareholders' Meetings be held on several calls. The resolutions of the ordinary and extraordinary Shareholders' Meetings shall be passed with the voting majorities provided for by the law in each case, without prejudice to the majorities specifically provided for by Article 20.3.
  • 13.3 The resolutions approved by a Shareholders' Meeting according to the law and these bylaws shall be binding upon all shareholders, even if they did not attend or voted against the resolution.

Title V Board of Directors

article 14

  • 14.1 The Company shall be managed by a Board of Directors composed of no fewer than three and no more than nine members. A Shareholders' Meeting shall determine their number within the aforesaid limits.
  • 14.2 The Board of Directors shall serve for a term of up to three accounting periods and its members shall be eligible for re-election.
  • 14.3 The Directors shall be elected by a Shareholders' Meeting on the basis of slates presented by the shareholders and by the outgoing Board of Directors. Within each slate, the candidates are to be numbered progressively.

Each slate must include at least two candidates possessing the requirements of independence established by the law, distinctly mentioning such candidates and listing one of them first on the slate.

Slates which contain a number of candidates equal to or above three shall include candidates belonging to different genders, as indicated in the notice of the meeting, in order to ensure that the composition of the Board of Directors is compliant with the applicable laws on balance between genders.

The slates are to be lodged at the registered office and published in accordance with the regulations in force.

Each shareholder may present or participate in presenting only one slate and each candidate may be presented on only one slate under pain of ineligibility.

Only those shareholders who, alone or together with other shareholders, own the minimum percentage of the share capital established by a regulation of the Consob are entitled to present slates.

The declarations of the individual candidates, in which they accept their candidacies and certify, under their own responsibility, the inexistence of any cause of ineligibility or incompatibility, as well as the satisfaction of the requirements prescribed by applicable law and these bylaws for their respective offices, are to be lodged together with each slate.

The Directors elected must inform the Board of Directors without delay of the loss of the requirements mentioned at the end of the preceding paragraph, as well as of the occurrence of causes of ineligibility or incompatibility.

All those entitled to vote may vote for only one slate.

The procedure for electing the Directors is to be as follows:

  • a) seven-tenths of the Directors to be elected, rounding down any fraction to the unit, shall be drawn from the slate that has obtained the most votes cast in the order in which they are listed on the slate;
  • b) the remaining Directors shall be drawn from the other slates; for this purpose, the votes obtained by these slates shall be divided successively by one, two, three and so forth according to the number of Directors to be elected. The numbers obtained in this way shall be attributed to the candidates of such slates in the order in which they rank in the slate. The numbers thus attributed to the candidates of the various slates shall be arranged in decreasing order in a single ranking. The candidates who have obtained the highest numbers shall become Directors.

In the event that more than one candidate has obtained the same number, the candidate of the slate that has not yet elected a Director or that has elected the fewest Directors shall be appointed Director.

In the event that no Director has been elected yet from any of these slates or that the same number of Directors has been elected from each slate, the candidate of the slate that has obtained the most votes shall be appointed Director. If there is a tie in terms of both numbers assigned and votes obtained by each slate, the entire Shareholders' Meeting shall vote again and the candidate who obtains a simple majority of the votes will be appointed Director;

  • c) for the purposes of the identifying the Directors to be elected, the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account;
  • c-bis) if, following the vote and the above procedure, the applicable laws on balance between genders are not complied with, candidates which would result to be elected in the various slates are disposed in one single decreasing ranking list, to be formed in compliance with the quotient system indicated under letter b). The candidate in such ranking list belonging to the most represented gender having the lowest quotient is therefore replaced with the first candidate of the less represented gender belonging to the same slate which would result not elected. In the event that in such slate there are no other candidates, the replacement here above is carried out by the Shareholders' meeting with the majorities provided for under the law, as provided for under the following point d) and in compliance with the principle of a proportional representation of minority shareholders in the Board of Directors.

In case of a tie between quotients, the replacement is made in favour of the candidate drawn from the slate which has obtained the highest number of votes.

If the replacement of the candidate of the most represented gender having the lowest quotient in the ranking list does not allow, in any case, to reach the minimum threshold provided for under the applicable laws on balance between

genders, the above said replacement procedure is carried out also with reference to the candidate belonging to the most represented gender having the second last quotient, and so forth, starting from the end of the ranking list.

  • c-ter) the president of the meeting, at the end of the above procedures, declares the elected members;
  • d) for the appointment of the Directors who, for whatever reason, are not elected pursuant to the procedures specified above, the Shareholders' Meeting will resolve according to the majorities provided for by the law, ensuring in any case the presence of the necessary number of Directors possessing the requirements of independence established by the law, and the compliance with the applicable laws on balance between genders.

The slate-vote mechanism shall apply only when the entire Board of Directors is being elected.

  • 14.4 Even during a Board's term, a Shareholders' Meeting may change the number of the members of the Board of Directors within the limits referred to in 14.1 above and proceed to elect them. The term of the Directors so elected is to end at the same time as that of the Directors in office.
  • 14.5 Should one or more vacancies occur on the Board during the accounting period, steps shall be taken in accordance with section 2386 of the Civil Code. If one or more of the Directors leaving their offices vacant were drawn from a slate also containing unelected candidates, they shall be replaced by appointing, in progressive order, persons drawn from the slate to which the Director in question belonged, provided that said persons are still eligible and willing to accept the directorship. In any case, in replacing Directors who leave their offices vacant, the Board of Directors shall ensure the presence of the necessary number of Directors possessing the requirements of independence established by the law, and the compliance with the applicable laws on balance between genders. In the event that the majority of the offices of the Directors elected by the shareholders becomes vacant, the entire Board is to be deemed to have resigned and the Directors still in office must promptly call a meeting of the shareholders to elect a new Board.

article 14-bis

  • 14-bis.1 The issue of a judgement, even if not final and without prejudice to the effects of rehabilitation, convicting a director of any of the offenses indicated below shall constitute grounds for ineligibility to or disqualification from the office of director, for cause and without entitlement to damages:
  • a) offenses provided for under laws on banking, financial, securities, and insurance business and laws governing financial markets, securities and means of payment,
  • b) offenses provided for under Title XI of Book V of the Italian Civil Code and Royal Decree No. 267 of March 16, 1942,
  • c) offenses against the public administration, public credit, public property, public order, public economy or tax offences,
  • d) offenses provided for under Article 51, paragraph 3-bis, of the Italian Criminal Procedural Code as well as Article 73 of the Decree of the President of the Republic of Italy No. 309 dated October 9, 1990.

It also constitutes a ground for ineligibility to or disqualification for cause from the office of director, without entitlement to damages, the issue of a judgement of final conviction ascertaining the willful commission of public monetary damage.

14-bis.2. Repealed

14-bis.3 Repealed

  • 14-bis.4 Without prejudice to the provisions of the paragraphs above, the chief executive officer who is subject to:
  • a) imprisonment or
  • b) precautionary measures of preventive custody or house arrest as outcome of a proceeding started under Articles 309 or 311, second paragraph, of the Italian Criminal Procedural Code or at the elapse of the relevant time limit to start it,

is automatically disqualified from office, with cause and without any right to be indemnified, and, as a consequence, his/her relevant delegated powers cease. Similarly, the chief executive officer is disqualified from office if addressed with other kind of precautionary measures that can no longer be appealed, if the Board of Directors believes that such measures make impossible for the chief executive officer to exercise his/her delegated powers.

  • 14-bis.5 For the purposes of this clause, a plea bargain judgment pursuant to Article 444 of the Italian Criminal Procedural Code shall be equated to a judgment of conviction, except in case of extinguishment of the offense.
  • 14-bis.6 For the purposes of this clause, where foreign laws shall apply, even if partially, the Board of Directors ascertains the existence of the circumstances mentioned herein through a judgment of substantial equivalence.

article 15

  • 15.1 If a Shareholders' Meeting has not elected a Chairman of the Board, the Board shall elect one of its members to that position. It may elect a Deputy Chairman, who shall stand in for the Chairman in the event of his or her unavailability.
  • 15.2 Upon the Chairman's proposal, the Board shall appoint a Secretary, who need not have any connection with the Company.

article 16

16.1 The Board shall meet at the place designated in the notice whenever the Chairman or, in case the latter is unavailable, the Deputy Chairman deems necessary. The Board may also be convened in the ways provided for in Article 25.5 of these bylaws.

The Board of Directors must also be convened when at least two Directors – or one if the Board consists of three members – so request in writing to resolve on a specific matter (to be indicated in the aforesaid request) regarding the management of the Company that they consider to be of particular importance.

16.2 Board meetings may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need

be; in such case, the meeting of the Board of Directors shall be deemed held in the place where whoever chairs the meeting is and where the Secretary must also be in order to allow the related minutes to be drawn up and signed.

16.3 The Board shall normally be called at least five days before the date on which the meeting is to be held. This period may be shorter in urgent cases. The Board of Directors shall decide the procedures for convening its own meetings.

article 17

17.1 Board meetings shall be chaired by the Chairman or, if the latter is absent or detained, by the Deputy Chairman if one has been appointed. If the latter is also absent, they are to be chaired by the oldest Director.

article 18

18.1 The quorum for meetings of the Board shall be a majority of the Directors in office. 18.2 Resolutions shall be adopted by an absolute majority of the Directors present; in case of a tie, the vote of the person chairing the meeting shall be decisive.

article 19

  • 19.1 The resolutions of the Board of Directors shall appear in minutes which, signed by whoever chairs the meeting and by the Secretary, are to be transcribed in a book kept according to the law for this purpose.
  • 19.2 Copies of the minutes shall be fully certified if signed by the Chairman or whoever acts in his or her behalf, and by the Secretary.

article 20

  • 20.1 Management of the Company is the exclusive responsibility of the Directors, who shall carry out the actions necessary to achieve the corporate purpose.
  • 20.2 In addition to exercising the powers entrusted to it by the law, the Board of Directors shall have the power to adopt resolutions concerning:
  • a) mergers and demergers in the cases provided for by the law;
  • b) the establishment or elimination of secondary headquarters;
  • c) which of the Directors shall represent the Company;
  • d) the reduction of the share capital in case of the withdrawal of one or more shareholders;
  • e) the harmonization of the bylaws with provisions of the law;
  • f) the transfer of the registered office within Italy.

20.3 Pursuant to the procedure for transactions with related parties adopted by the Company:

a) the ordinary Shareholders' Meeting, pursuant to Article 2364, paragraph 1, subsection 5, of the Civil Code, may authorize the Board of Directors to enter into related parties transactions of major importance, which do not fall within the competence of the Shareholders' Meeting, notwithstanding the negative

opinion of the related parties Committee, provided that, without prejudice to the majorities required by law, bylaws and provisions applicable in cases of conflicts of interest, the Shareholders' Meeting resolves upon also with the favourable vote of at least half of the voting unrelated shareholders. In any case, the entering into of the foregoing transactions is prevented only if the unrelated shareholders attending the Shareholders' Meeting represent at least 10% of the share capital with voting rights;

  • b) in case the Board of Directors intends to submit to the approval of the Shareholders' Meeting a transaction with related parties of major importance, which fall within the competence of the Shareholders' Meeting, notwithstanding the negative opinion of the related parties Committee, the transaction may be entered into only if the Shareholder's Meeting resolves upon with the majorities and in compliance with the requirements set forth under the previous subsection a);
  • c) the Board of Directors or the delegated Bodies may resolve upon, applying the exemptions provided for in the procedure and subject to the conditions indicated therein, the entering into by the Company, directly or through its subsidiaries, of urgent transactions with related parties which do not fall within the competence of the Shareholders' Meeting and which are not subject to the authorization of the Shareholders' Meeting itself.
  • 20.4 The delegated bodies shall promptly report to the Board of Directors and the Board of Statutory Auditors – or, absent the delegated bodies, the Directors shall promptly report to the Board of Statutory Auditors – at least quarterly, and in any case during the meetings of the Board of Directors, on the activity carried out, the management of the Company in general and the prospects for the future, as well as the most important transactions affecting the income statement, cash flow and the balance sheet, or in any case that are most important because of their size or characteristics carried out by the Company and its subsidiaries; they shall specifically report on transactions in which they have an interest themselves or on behalf of third parties or that are influenced by the entity – if there is one – who directs and coordinates the Company.
  • 20.5 The Board of Directors shall appoint, and revoke the appointment of, an executive in charge of preparing the corporate accounting documents, after the Board of Statutory Auditors has expressed its opinion.

The executive in charge of preparing the corporate accounting documents must have acquired experience for a total of at least three years in the performance of:

  • a) executive duties regarding the preparation and/or analysis and/or evaluation and/or checking of corporate documents that present accounting issues of a complexity comparable to those connected with the Company's accounting documents; or
  • b) auditing of the accounts of companies with shares listed on regulated markets in Italy or in other countries of the European Union; or
  • c) professional activities or university teaching as a tenured professor in the field of finance or accounting; or
  • d) executive duties in public bodies or government offices involved in the financial or accounting field.

article 21

  • 21.1 Within the limits set forth in section 2381 of the Civil Code, the Board of Directors may delegate powers to one of its members, determining the content, the limits and any procedures of exercise of the delegation. Upon proposal by the Chairman and in agreement with the Chief Executive Officer, the Board may delegate powers to others among its members for single acts or classes of acts.
  • 21.2 Within the limits of the authority conferred on him, the Chief Executive Officer shall have the power to delegate single acts or classes of acts to employees of the Company or to third parties, authorizing sub-delegation.

article 22

  • 22.1 The legal authority to represent the Company and sign documents on its behalf is vested in both the Chairman of the Board of Directors and the Chief Executive Officer and, in the event that the former is unavailable, the Deputy Chairman if one has been appointed. The signature of the Deputy Chairman shall attest vis-à-vis third parties the Chairman's unavailability.
  • 22.2 The above legal representatives may delegate the power to represent the Company, including in court, to third parties, who may also be authorized to subdelegate.

article 23

  • 23.1 The members of the Board of Directors shall be entitled to compensation in an amount to be determined by a meeting of the shareholders. Once adopted, the resolution shall apply during subsequent accounting periods until a Shareholders' Meeting determines otherwise.
  • 23.2 The compensation of Directors entrusted with specific tasks in accordance with the bylaws shall be established by the Board of Directors after receiving the opinion of the Board of Statutory Auditors.

article 24

24.1 The Chairman shall:

  • a) have the power to represent the Company pursuant to Article 22.1;
  • b) preside at meetings of the shareholders pursuant to Article 12.1;
  • c) call and preside at meetings of the Board of Directors pursuant to Articles 16 and 17.1, establish the agenda, coordinate the proceedings, and see that adequate information on the matters on the agenda is provided to all the Directors;
  • d) ascertain that the resolutions of the Board are carried out.

Title VI Board of Statutory Auditors

article 25

25.1 A Shareholders' Meeting shall elect the Board of Statutory Auditors, which is to be composed of three regular members, and shall determine their compensation. Three alternate members shall also be elected by a Shareholders' Meeting.

The members of the Board of Statutory Auditors must possess the requisites of professionalism and honorableness specified in the Ministry of Justice's decree n. 162 of March 30, 2000. For the purposes of the provisions of section 1, paragraph 2, b) and c) of this decree, the following are considered closely connected with the scope of the Company's business activities: subjects pertaining to commercial law and tax law, business economics and business finance, as well as subjects and fields of activity pertaining to energy in general, communications, telematics and information technology, and network structures.

The composition of the board of statutory auditors, situations of ineligibility and the limits to the number of offices on boards of directors, boards of statutory auditors, and similar bodies that the members of the Board of Statutory Auditors may hold shall be governed by the provisions of the statutes and regulations in force.

25.2 Regular members of the Board of Statutory Auditors and alternate members shall be elected by Shareholders' Meetings on the basis of the slates presented by the shareholders, on which the candidates are to be numbered progressively and their number must not exceed that of the members of the body to be elected.

Only those shareholders who, alone or together with other shareholders, own the minimum percentage of the share capital established by a regulation of the Consob for the presentation of slates of candidates for the election of the Board of Directors are entitled to present slates.

The provisions of law in force shall apply to the presentation, lodgment and publication of the slates.

The slates are to be divided into two sections: one for the candidates for the office of regular auditor and the other for candidates for the office of alternate auditor. The first candidate in each section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.

In compliance with the applicable laws on balance between genders, slates which, taking into account both sections, contain a number of candidates equal to or above three, shall include, both in the first two places of the section of the slate relating to the regular statutory auditors, and in the first two places of the section of the slate relating to the alternate statutory auditors, candidates belonging to different genders.

Two regular members of the Board of Statutory Auditors and two alternate members are to be drawn, in the numerical order in which they were listed in each section, from the slate that has obtained the most votes. The remaining regular member and the remaining alternate are to be elected according to the provisions of law in force and the procedures specified in Article 14.3, b), to be applied separately to each of the sections in which the other slates are divided.

When less than the entire Board is being elected, the Shareholders' Meeting shall resolve according to the majorities provided for by the law, without following the procedure specified above, but in any case in such a way as to ensure that the composition of the Board of Statutory Auditors is in accordance with the provisions of section 1, paragraph 1, of the Ministry of Justice's decree n. 162 of March 30, 2000, as well as with the principle of the representation of minority shareholders and the applicable laws on balance between genders.

The chairmanship of the Board of Statutory Auditors shall fall to the regular Auditor elected according to the procedures specified in Article 14.3, b); in the event the Chairman is substituted, this office shall be filled by the alternate Auditor also elected according to the procedures specified in Article 14.3, b).

In the event that one of the members drawn from the slate that obtained the most votes is substituted, his or her place shall be taken by the first of the alternate members drawn from the same slate. In the event that the replacement, if carried out through the above modalities, does not allow to form a Board of Statutory Auditors compliant with the applicable laws on balance between genders, the replacement shall be carried out in favour of the second alternate Statutory Auditor belonging to the same slate. If thereafter it is necessary to replace the other regular Statutory Auditor belonging to the slate which has obtained the highest number of votes, the latter shall in any case be replaced by the alternate Statutory Auditor belonging to the same slate.

25.3 Auditors whose term has expired shall be eligible for re-election.

  • 25.4 The meetings of the Board of Statutory Auditors may also be held by means of telecommunications provided that all the participants can be identified and such identification is acknowledged in the minutes of the meeting, and that they are allowed to follow and participate in real time in the discussion of the matters considered, exchanging documents if need be; in such case, the meeting of the Board of Statutory Auditors shall be deemed held in the place where whoever chairs the meeting is.
  • 25.5 Upon notice to the Chairman of the Board of Directors, the Board of Statutory Auditors may call a Shareholders' Meeting and a Board of Directors' meeting. The powers concerned may also be exercised by at least two members of the Board of Statutory Auditors with regard to Shareholders' Meetings and by at least one member of the Board of Statutory Auditors with regard to meetings of the Board of Directors.

Title VII Financial Statements and Earnings

article 26

  • 26.1 The accounting period shall end on December 31 of every year.
  • 26.2 At the end of each accounting period, the Board of Directors shall draw up the Company's financial statements as required by law.
  • 26.3 The Board of Directors is authorized to distribute interim dividends to shareholders during the course of the year.

27.1 Dividends not collected within five years from the day they become payable shall lapse in favor of the Company and be posted directly to reserves.

Title VIII

Dissolution and Liquidation of the Company

article 28

28.1 Should the Company be dissolved, a Shareholders' Meeting is to determine the liquidation procedures and appoint one or more liquidators, establishing their powers and compensation.

Title IX Transitory and General Rules

article 29

29.1 Any matters not expressly provided for herein shall be governed by the provisions of the Civil Code and applicable statutes.

article 30

30.1 The Company is to continue to carry out all the activities that - under legislative decree n. 79 of March 16, 1999, published in the Gazzetta Ufficiale, issue 75 of March 31, 1999 - have been temporarily entrusted to it pending their award to other entities according to the provisions of the legislative decree.

article 31

  • 31.1 The provisions of articles 14.3, 14.5, and 25.2 aimed at ensuring the fulfilment of the applicable laws on balance between genders shall apply to the first three appointments, respectively, of the Board of Directors and of the Board of Statutory Auditors, following the coming into force and the effectiveness of the provisions of article 1 of Law July 12, 2011, No. 120, published on the Official Gazette No. 174 of July 28, 2011.
  • 31.2 The composition of the Board of Statutory Auditors indicated under article 25.1, which is characterized by the presence of three regular Statutory Auditors and three alternate Statutory Auditors, shall apply from the first appointment of the supervisory board following the coming into force and the effectiveness of the provisions of article 1 of Law July 12, 2011, No. 120, published on the Official Gazette No. 174 of July 28, 2011. Until such moment, the Board of Statutory Auditors is composed by three regular Statutory Auditors and two alternate Statutory Auditors.

SCHEDULE E

Financial statements as of September 30, 2015 of Enel Green Power S.p.A.

Income statement

Euro First nine months
of which with of which
related with related
2015 parties 2014 parties
Revenues and income 3
640,831,1 633,597,54
Revenues from sales and services 724,843,287 97 633,396,583 1
204,638,0 239,973,12
Other revenues and income (Subtota 224,021,384 18 343,160,684
976,557,26
5
l) 948,864,671 7
Costs 4
21,903,64
Electricity purchases 22,065,777 9 23,148,353 23,134,280
116,443,5
Services and other materials 289,893,108 18 180,374,475 91,964,839
Personnel 110,374,135 111,627,904
Depreciation, amortization and impairment losses 216,681,714 205,592,450
Other operating expenses 37,188,511 32,685,441
(21,573,129
Capitalized costs (18,178,478) )
(Subtota
l)
658,024,767 531,855,49
4
Net income/(expense) from commodity contracts measured at
fair value
5 (10,524,096) (10,524,
096)
66,015,082 66,015,08
2
510,716,85
Operating income 280,315,808 5
Income from equity investments 6 8,475,648 8,475,648 44,208,735 44,208,735
(54,136,4 (8,495,661
Net financial income/(expense) from derivatives 7 (54,136,461) 61) (8,495,661) )
Net other financial income /(expense) 8 (8,214,369) 11,717,75
6
(79,959,007
)
(67,240,19
1)
(Subtota (44,245,93
l) (53,875,182) 3)
466,470,92
Income before taxes 226,440,626 2
(162,576,19
Income Taxes 9 (86,773,166) 5)
Net Income from continuing operations 139,667,460 303,894,72
7
(4,950,000
Net Income from discontinued operations - )
298,944,72
Net Income for the period 139,667,460 7

Balance sheet

Euro Notes
of which with of which with
ASSETS as of
30.09.2015
related
parties
as of
31.12.2014
related
parties
Non-current assets 10
Properties, plants and equipment 4,808,240,886 - 4,847,103,496 -
Intangible assets 22,541,510 - 28,125,101 -
Goodwill 6,370,310 - 6,370,310 -
Deferred tax assets 139,687,906 - 136,035,609 -
Equity Investments 5,328,313,066 - 4,592,561,676 -
Medium/long-term financial receivables and
securities
- - - -
Derivatives 4,637,456 2,071,257 2,268,421 2,268,421
Other non-current financial assets 13,998,133 11,673,174 27,208,189 24,655,532
Other non-current assets 9,114,460 2,766,078 8,690,825 2,766,078
(Total) 10,332,903,727 9,648,363,627
Current assets 11
Inventories 107,891,623 - 89,045,755 -
Trade receivables 494,006,034 399,202,456 358,426,735 328,680,940
Receivables for works in progress on order - - - -
Tax receivables 82,866,989 64,897,604 2,625,243 433
Financial receivables and short-term securities - - - -
Derivatives 763,851 763,851 10,539,952 10,539,952
Other current financial assets 480,272,106 479,993,843 792,979,731 792,690,078
Other current assets 121,804,801 74,468,617 208,893,324 118,238,011
Cash and cash equivalents 10,541,459 - 19,020,067 -
(Total) 1,298,146,863 1,481,530,807
TOTAL ASSETS 11,631,050,590 11,129,894,434
of which with
related
as of of which with
relaetd
LIABILITIES AND SHAREHOLDERS'EQUITY as of 30.09.2015 parties 31.12.2014 parties
Share capital 1,000,000,000 - 1,000,000,000 -
Reserves 4,637,089,228 - 4,642,735,941 -
Retained earnings/(loss carried forward) 1,095,239,874 - 824,202,673 -
Net income for the period 139,667,460 - 431,037,201 -
TOTAL SHAREHOLDERS' EQUITY
12
6,871,996,562 6,897,975,815
Non-current liabilities
13
Long-term borrowings 2,130,286,410 1,420,000,000 1,956,298,130 1,200,000,000
Post-employment and other employee benefits 39,559,782 - 39,219,189 -
Provisions for risks and charges 51,033,465 - 60,256,528 -
Deferred tax liabilities 8,172,426 - 9,475,171 -
Derivatives 43,869,873 43,869,873 51,924,721 47,909,736
Other non-current liabilities 55,179,471 - 55,328,890 -
(Total) 2,328,101,427 2,172,502,629
Current liabilities
14
1,923,054,15 1,562,406,99
Short-term borrowings 1,923,054,422 3 1,567,883,542 8
Current portion of long-term borrowings 71,379,939 - 55,089,067 -
Current portion of long-term provisions and short
term provisions
8,225,670 - 16,251,888 -
Trade payables 196,630,479 110,828,812 247,129,469 122,259,342
Income tax payables 85,956,862 - 30,844,325 30,527,563
Derivatives 1,238,711 1,238,711 5,171,413 5,171,413
Other current financial liabilities 53,605,176 47,030,328 30,202,287 27,532,916
Other current liabilities 90,861,342 4,310,850 106,843,999 5,946,308
(Total) 2,430,952,601 2,059,415,990
TOTAL LIABILITIES 4,759,054,028 4,231,918,619
11,129,894,43
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 11,631,050,590 4

Notes to the Financial Statements

1 Enel Green Power S.p.A.'s business

Enel Green Power SpA, which operates in the production of electricity using renewable sources, has the legal form of joint stock company, with registered office at viale Regina Margherita, 125, Rome.

2 Reference accounting standards

The Financial Statements of Enel Green Power S.p.A. as of September 30, 2015 were prepared in accordance with the recognition and measurement criteria set forth in international accounting standards (International Accounting Standards – IAS and International Financial Reporting Standards - IFRS) issued by the International Accounting Standards Board (IASB) and the IFRIC and SIC interpretations, recognized in the European Union pursuant to EC regulation no. 1606/2002 in force as of the close of the period.

In particular, such criteria are in line with those adopted for the preparation of the Company's Annual Financial Statement as of December 31, 2014, to which reference is made for an extensive description of the same. It should be noted that the application of the accounting standards which became applicable starting on January 1, 2015 did not have any effect on this Financial Statements.

These Financial Statements are comprised of the Income Statement, the Balance Sheet and related notes the purpose of which is to describe the composition of the main financial statement items as well as the most significant changes that took place over the course of the first nine months of year 2015. The Financial Statements as of September 30, 2015 therefore does not contain all of the information required for the annual Financial Statements and, therefore, must be read in conjunction with the annual Financial Statement as of December 31, 2014. The currency used for the presentation of the financial statements is the Euro, the functional currency of the company, and the amounts set forth in the comments are expressed in Euro millions, except where otherwise indicated. Under the Consob provisions issued on this matter, the Income Statement and the Balance Sheet indicate transactions with related parties, identified in accordance with international accounting standards and the relevant Consob provisions. It should be noted that such transactions are concluded in the Company's interest and are governed at market/arm's length conditions or, in other words, at conditions that would apply between two independent parties.

3 Revenues

Revenues from Sales and services

Euro millions
First nine months
2015 2014 Change
Energy 567 561 6
Other sales and services 158 72 86
Total 725 633 92

Revenues from sales and services of Euro 725 million (of which Euro 58 million pertained to Group's foreign companies), show an increase of Euro 92 million compared to the first nine months of 2014 (Euro 633 million, of which Euro 55 million pertained to the Group's foreign companies) mainly due to the increase in Other sales and services of Euro 86 million (of which Euro 3 million pertained to the Group's foreign companies).

Other Revenues and income

Euro millions First nine months
2015 2014 Change
Green certificates 201 235 (34)
Other revenues and income 23 108 (85)
Total 224 343 (119)

The Other revenues and income of Euro 224 million (of which Euro 3 million pertained to foreign companies of the Group), show a decrease of Euro 119 million compared to the first nine months of 2014 (Euro 343 million, of which Euro 4 million pertained to foreign companies of the Group) as a result of the reduction of green certificates in the amount of Euro 34 million and in the other revenues and income in the amount of Euro 85 million.

4 Costs

Euro millions First nine months
2015 2014 Change
Electricity purchases 22 23 (1)
Services and other materials 290 180 110
Personnel 110 112 (2)
Depreciation, amortization and impairment losses 217 206 11
Other operating expenses 37 33 4
Capitalized costs (18) (22) 4
Total 658 532 126

The costs for the electricity purchases, of Euro 22 million (Euro 23 million in the first nine months of 2014), refer almost entirely to transactions with related parties. In particular, the item includes:

  • with regard to Euro 18 million, the energy purchased from GME Spa (Euro 3 million in the first nine months of 2014);
  • with regard to Euro 3 million, the procurement from Terna Spa of resources necessary for the dispatch service (14 million di euro in the first nine months of 2014);
  • with regard to Euro 1 million, energy purchased from Enel Energia Spa for the functioning of ancillary power plant services directly or indirectly connected with power generation, illumination services and motive power (Euro 4 million in the first nine months of 2014).

The change reflects essentially the lower costs of dispatch by Terna Spa (Euro 11 million) and the higher costs for the purchase of energy from GME.

The costs for Services and other materials, in the amount of Euro 290 million (Euro 180 million in the first nine months of 2014) refer to costs for services in the amount of Euro 117 million (Euro 106 million in the first nine months of 2014), costs for the purchase of materials in the amount of Euro 129 million (Euro 32 million in the first nine months of 2014), costs for the use of third party assets in the amount of Euro 44 million (Euro 42 million in the first nine months of 2014). The change is mainly attributable to higher costs for the purchase of photovoltaic panels (in the amount of Euro 92 million).

The Personnel, in the amount of Euro 110 million (Euro 112 million in the first nine months of 2014) are substantially in line with those of the corresponding period in the previous year.

Employees as of September 30, 2015 total 2,045 (1,972 as of December 31, 2014), up by 73 units compared to the previous year. The average number as of September 30, 2015 is 2,010 units (1,966 units as of September 30, 2014) up by 44 units. Depreciation, amortization and impairment losses, in the amount of Euro 217 million, are up by Euro 11 million over the corresponding period in the previous year mainly as a result of higher depreciation of tangible assets.

Other operating expenses of Euro 37 million (Euro 33 million in the first nine months of 2014) include mainly the contributions and association quotas mainly related to the amounts paid to Municipalities, Provinces and Regions, where power plants are located, on the basis of specific agreements between the

parties; in particular, they include the contributions paid to the Region of Tuscany in the context of the Voluntary Implementing Agreement of the Protocol of Understanding entered into between Enel and the Region of Tuscany which provides for a contribution by Enel Green Power Spa calculated on the basis of the total production in the previous year in the amount of Euro 22 million (Euro 21 million in the first nine months of 2014) and taxes and duties that include essentially IMU totaling Euro 11 million (Euro 8 million in the first nine months of 2014).

Capitalized Costs, in the amount of Euro 18 million, fall by Euro 4 million with respect to the first nine months of 2014 (Euro 22 million) and refer mainly to the cost of employees dedicated to the planning and construction of plants.

5 Net income/(expense) from commodity contracts measured at fair value

The net income/(expense) from commodity contracts measured at fair value , negative in the amount of Euro 11 million, refer entirely to costs and proceeds on CFH derivative contracts in place with related parties and unwound as of September 30, 2015.

6 Income from equity investments

The Income from equity investments, in the amount of Euro 8 million (Euro 44 million in the first nine months of 2014), refer:

with respect to Euro 4 million, to the subsidiary Maicor Wind (unchanged with respect to the first nine months of 2014);

  • with respect to Euro 3 million, to the subsidiary EGP Calabria (unchanged with respect to the first nine months of 2014);
  • with respect to Euro 1 million, to the subsidiary Energia Eolica Srl (unchanged with respect to the first nine months of 2014).

The item registers a decrease in the amount of Euro 36 million compared to the same period in the previous year and relates mainly to dividends of the affiliate LaGeo, which was sold in the fourth quarter of 2014 (Euro 23 million) as well as the dividends of the subsidiaries Enel Green Power Cutro and Enel Green Power Canaro (respectively, Euro 5 million and Euro 1 million) which were merged by incorporation over the course of 2014.

7 Net financial income/expense from derivatives

Euro millions First nine months
2015 2014 2015-2014
Income from derivatives
Income on trading derivatives and non-IAS hedge derivative 20 2 18
Total income from derivatives 20 2 18
Expense from derivatives
Expense on cash flow hedge derivatives (8) (8) -
Expense on trading derivatives and non-IAS hedge derivatives (66) (2) (64)
Total expense from derivatives (74) (10) (64)
Total income/(expense) from derivatives (54) (8) (46)

The net financial income and costs from derivative contracts, negative in the amount of Euro 54 million, rose by Euro 46 million compared to the first nine months of 2014; the change is attributable to the rise in charges from trading derivatives and non- IAS hedge derivatives, which was partially offset by the rise in financial income from trading derivatives.

8 Other net financial income/expense

Euro millions First nine months
2015 2014 2015-2014
Foreign exchange gains 63 - 63
Interest and other income from financial assets 26 17 9
Total financial income 89 17 72
Foreign exchange losses (11) - (11)
Interest and other chargeson financial liabilities (86) (97) 11
Total financial expense (97) (97) -
Total financial income/(expense) (8) (80) 72

Other net financial expense fall by Euro 72 million upon the registration of financial income that increase by Euro 72 million, related to positive foreign exchange differences and interest income accrued over the period.

9 Taxes

Euro millions First nine months
2015 2014 2015-2014
Current taxes 86 166 (80)
Adjustments for income related to previous years 4 (4) 8
Deferred tax expense/(income) (3) 1 (4)
Total 87 163 (76)

Taxes, in the amount of Euro 87 million, fall by Euro 76 million with respect to the same period in the previous year.

10 Non-current assets

Euro millions

as of 30.09.2015 as of 31.12.2014 Change
Real estate properties, plants and machinery 4,808 4,847 (39)
Intangible assets 23 28 (5)
Goodwill 6 6 -
Deferred tax assets 140 136 4
Equity Investments 5,328 4,593 735
Derivatives 5 2 3
Other non-current financial assets 14 27 (13)
Other non-current assets 9 9 -
Total 10,333 9,648 685

Non-current assets rise by Euro 685 million compared to the figure as of December 31, 2014. Such trend was caused essentially by the rise in equity investments by Euro 735 million, partially offset by the decrease property, plants and equipment by Euro 39 million and the decrease in other non-current financial assets.

Over the course of the first nine months of 2015, the value of equity investments rose mainly as the result of the following phenomena:

  • the recapitalization of the subsidiary Enel Green Power International BV (EGPI BV) in the total amount of Euro 274 million, to be accounted under the share premium reserve of EGPI BV that was necessary in order to proceed with the recapitalization of a number of its subsidiaries;
  • the recapitalization of the subsidiary 3Sun Srl in the total amount of Euro 449 million;
  • the purchase of the entire shareholding of Energia Eolica for a total amount of Euro 9 million.

11 Current assets

Euro millions

Inventories 108 89 19
Trade Receivables 494 358 136
Tax receivables 83 3 80
Derivatives 1 11 (10)
Other current financial assets 480 793 (313)
Other current assets 122 209 (87)
Cash and cash equivalents 10 19 (9)
Total 1,298 1,482 (184)

The current assets show, compared to December 31, 2014, a decrease of Euro 184 million that is mainly attributable to the fall in other current financial assets (Euro 313 million) and other current assets (Euro 87 million) which effect is partially offset by the rise in trade receivables (Euro 136 million) and receivables for income taxes (Euro 80 million).

12 Shareholders''Equity

The Shareholders' Equity of Euro 6,872 million (Euro 6,898 million as of December 31, 2014) is comprised of share capital (Euro 1,000 million), the legal reserve (Euro 200 million), other reserves (Euro 4,437 million), earnings carried forward (Euro 1,095 million) as well as earnings registered in the first nine months of 2015 (Euro 140 million).

The change in Shareholders' Equity with respect to the previous year mainly reflects the entry of income for the period (Euro 140 million) and the distribution of dividends for year 2014 (Euro 160 million).

13 Non-current Liabilities

Euro millions

as of 30.09.2015 as of 31.12.2014 Change
Long-term borrowings 2,130 1,956 174
Post-employment and other employee benefits 40 39 1
Provisions for risks and charges 51 60 (9)
Deferred tax liabilities 8 9 (1)
Derivatives 44 52 (8)
Other non-current liabilities 55 55 -
Total 2,328 2,171 157

Non-current liabilities register, compared to December 31, 2014, an increase of Euro 157 million mainly related to the increase in long-term borrowings (Euro 174 million) partially offset by the decrease in the provisions for risks and charges (Euro 9 million) and the decline in liabilities related to derivative instruments (Euro 8 million).

Long-term borrowings, up by Euro 174 million, mainly relate to the borrowings disbursed to the subsidiary 3Sun Srl.

14 Current liabilities

Euro millions as of 30.09.2015 as of 31.12.2014 Change Short-term borrowings 1,923 1,568 355 Current portion of long-term borrowings 71 55 16 Current portion of long-term provisions and short-term provisions 8 16 (8) Trade payables 197 247 (50) Income tax payables 86 31 55 Derivatives 1 5 (4) Other current financial liabilities 54 30 24 Other current liabilities 91 107 (16) Total 2,431 2,059 372

Current liabilities show, compared to December 31, 2014, an upward change of Euro 372 million attributable essentially to the rise in short-term borrowings (Euro 335 million) and income tax payables (Euro 55 million), partially offset by a decrease in trade payables (Euro 50 million) and other current liabilities (Euro 16 million).

Short-term Borrowings register an increase of Euro 355 million with respect to December 31, 2014, mainly as the result of an increase in the debt exposure toward the Parent Company Enel SpA and toward the Italian development companies (Euro 410 million), which effect was partially offset by a reduction in the debt position with the Parent Company's financial company Enel Finance International (Euro 200 million).

Income tax payables show an increase of Euro 55 million compared to December 31, 2014, as a result of the entry of estimated income taxes for the period.

15 Net Financial Position

Set forth below is the net financial position of Enel Green Power Spa as of September 30, 2015 and as of December 31, 2014 in line with the CONSOB instructions dated July 28, 2006, reconciled with the net financial indebtedness as provided for in the presentation methods of Enel Green Power:

Euro millions
as of September 30, 2015 as of December 31, 2014
Liquidity 10 19
Short-term financial receivables 478 791
Short-term portion of non-current financial debts (71) (55)
Other short-term financial payables (1,923) (1,568)
Short-term financial debts (1,994) (1,623)
Net current financial position (1,506) (813)
Non-current bank debt (710) (756)
Other non-current debts (1,420) (1,200)
Non-current financial debt (2,130) (1,956)
Non-current financial position (2,130) (1,956)
NET FINANCIAL POSITION as per CONSOB instructions (3,636) (2,769)
Long-term financial receivables 14 27
NET FINANCIAL DEBT (3,622) (2,742)

SCHEDULE F

Financial statements as of September 30, 2015

of Enel SpA

Accounting prospectuses

Income statement of Enel SpA as of September 30, 2015

Euro Notes
2015 2014
of which with
related parties
of which with
related parties
Revenues
Revenues from services 3.a 165,269,100 165,543,737 194,693,378 194,687,645
Other revenues and income 3.b 3,084,443 2,349,521 4,105,443 3,714,000
(Subtotal) 168,353,543 198,798,821
Costs
Purchases of consumables 4.a 1,070,152 801,938
Leases and rentals 4.b 112,513,109 44,982,817 125,536,464 49,290,336
Personnel 4.c 113,733,823 86,927,555
Depreciation, amortization and impairment
losses
4.d 6,315,935 6,213,122
Other operating expenses 4.e 15,397,914 72,825 13,467,341 88,479
(Subtotal) 249,030,933 232,946,420
Operating income (80,677,390) (34,147,599)
Income from equity investments 5 1,545,362,247 1,545,362,247 1,818,272,847 1,818,272,847
Financial income from derivatives 6 2,733,042,814 399,269,721 1,715,576,800 321,363,910
Other financial income 6 126,261,740 115,709,975 177,177,316 152,622,507
Financial expensefrom derivative 6 2,461,899,727 1,888,810,253 1,493,641,439 873,828,812
Other financial expense 6 957,431,431 1,370,120 1,119,667,345 2,639,873
(Subtotal) 985,335,643 1,097,718,179
Income before tax 904,658,253 1,063,570,580
Income taxes 7 (161,359,518) (111,503,727)
EARNINGS FOR THE PERIOD 1,066,017,771 1,175,074,307

Balance sheet of Enel SpA as of September 30, 2015

Euro Notes
ASSETS as of 30.09.2015 as of 31.12.2014
of which with
related parties
of which with
related parties
Non-current assets 8
Property, plant and equipment 5,863,673 7,795,187
Intangible assets 8,280,027 11,405,854
Deferred tax assets 410,758,825 382,572,824
Equity investments 38,755,868,086 38,754,068,086
Derivatives 2,477,515,892 342,175,546 1,979,171,296 818,817,602
Other non-current financial assets 141,854,808 104,331,524 146,490,819 116,989,366
Other non-current assets 445,351,976 163,767,000 466,782,285 176,864,784
(Total) 42,245,493,287 41,748,286,351
Current assets 9
Trade receivables 215,645,669 210,618,032 131,944,125 126,901,064
Tax receivables 280,318,472 624,614,245
Derivatives 297,163,865 28,271,036 280,273,785 50,482,464
Other current financial assets 5,165,064,056 4,868,046,722 5,040,376,082 4,222,947,341
Other current assets 314.901,999 176,591,651 243,507,371 208,144,734
Cash and cash equivalent 3,946,564,124 6,972,042,465
(Total) 10,219,658,185 13,292,758,073
TOTAL ASSETS 52,465,151,472 55,041,044,424
Euro
Notes
LIABILITIES AND SHAREHOLDERS' EQUITY as of 30.09.2015 as of 31.12.2014
of which with
related parties
of which with
related
parties
Shareholders' equity
Share capital 9,403,357,795 9,403,357,795
Reserves 9,197,808,130 9,113,576,853
Retained earnings (loss carried forward) 5,303,025,796 6,061,293,373
Profit for the period 1,066,017,771 558,202,514
TOTAL SHARHEOLDERS' EQUITY
10
24,970,209,492 25,136,430,535
Non-current liabilities
11
Long-term borrowings 14,489,275,811 17,287,754,222
Post-employment and other employee benefits 295,989,750 301,792,836
Provisions for risks and charges 16,194,318 16,242,515
Deferred tax liabilities 329,905,627 251,979,935
Derivatives 2,622,963,249 1,214,145,628 2,483,607,608 469,314,078
Other non-current liabilities 286,974,758 286,925,885 286,974,494 286,925,885
(Subtotal) 18,041,303,513 20,628,351,610
Current liabilities
12
Short-term borrowings 4,690,069,324 2,995,275,040 4,745,815,1064,319,403,537
Current portion of long-term borrowing 3,057,820,092 2,362,593,688
Trade payables 117,429,529 41,818,689 138,773,087 54,531,005
Derivatives 369,440,198 273,451,184 359,151,436 233,714,323
Other current financial liabilities 466,021,583 64,919,337 694,402,099 54,139,432
Other current liabilities 752,857,741 576,783,321 975,526,863 396,492,507
(Subtotal) 9,453,638,467 9,276,262,279
TOTAL LIABILITIES 27,494,941,980 29,904,613,889
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 52,465,151,472 55,041,044,424

Comments

1. Enel SpA's business

Enel SpA which operates in the electricity and gas sector, is organized under the legal form of joint stock company and has its registered office at viale Regina Margherita 137, Rome.

Enel SpA, in its role as industrial holding company, defines the strategic objectives at the Group level and that of its subsidiaries and coordinates their business operations. The activities which Enel SpA, in its role as entity that provides guidance and coordination, provides to the other companies of the Group, may be summarized as follows:

  • corporate governance;
  • extraordinary finance and financial planning;
  • tax planning and strategy;
  • risk assesment management;
  • legal policies;
  • guidelines pertaining to mangement training and compensation policies;
  • institutional relationships;
  • guidelines on the matter of accounting;
  • strategic marketing.

In the context of the Group, Enel SpA performs, directly and through its subsidiary Enel Finance International NV, the function of centralized treasury (with the exception of the Endesa Group) ensuring access to the money and capital markets. Moreover, the company provides, directly and through its subsidiary Enel Insurance NV, coverage for insurance risks.

2. Reference accounting standards

This Financial Statement of Enel SpA as of September 30, 2015 was drafted in accordance with the determination and measurement criteria set forth in international accounting standards (International Accounting Standards – IAS and International Financial Reporting Standards - IFRS) issued by the International Accounting Standards Board (IASB) and the IFRIC and SIC interpretations, recognized in the European Union pursuant to EC regulation no. 1606/2002 in force as of the close of the period.

In particular, such criteria are in line with those adopted for the preparation of the Company's Annual Financial Statement as of December 31, 2014, to which reference is made for an extensive description of the same. It should be noted that the application of the accounting standards which became applicable starting on January 1, 2015 did not have any effect on this Financial Statement.

This Financial Statement is comprised of the Income Statement, the Balance Sheet (Accounting prospectuses) and explanatory notes the purpose of which is to describe the composition of the main financial statement items as well as the most significant changes that took place over the course of the first nine months of year 2015. The Financial Statement as of September 30, 2015 therefore does not contain all of the information required for the annual Financial Statement and, therefore, must be read in conjunction with the annual Financial Statement as of December 31, 2014.

The currency used for the presentation of the financial data is the Euro, the functional currency of the company, and the amounts set forth in the comments are expressed in Euro millions, except where otherwise indicated.

Under the Consob provisions issued on this matter, the Income Statement and the Balance Sheet indicate transactions with related parties, identified in accordance with international accounting standards and the relevant Consob provisions. It should be noted that such transactions are concluded in the Company's interest and are governed at market/arm's length conditions or, in other words, at conditions that would apply between two independent parties.

Information on the Income statement

Revenues

3.a Revenues from services - Euro 165 million

The "Revenues from services" are comprised as follows:

Euro millions First nine months
2015 2014 2015-2014
Services
Group companies 165 195 (30)
Third parties - - -
Total revenues from sales and services 165 195 (30)

Revenues for the sale and services as of September 30, 2015 total Euro 165 millions and refer exclusively:

  • 1) to services rendered to the subsidiaries in the context of its guidance and coordination function;
  • 2) to the charge-back of costs of various types incurred and attributable to the subsidiaries.

With respect to the same period in the previous year, revenues from the sale and services, which are affected by the new organizational structure adopted by the Group and the Parent Company's new remuneration model, have fallen by Euro 30 million.

3.b Other revenues and income - Euro 3 million

The other revenues and income, totaling Euro 3 million, refer essentially to seconded personnel and, compared to the first nine months of 2014, have declined by Euro 1 million.

Costs

4.a Purchases of consumables - Euro 1 million

Costs for "Purchases of consumables" totaling Euro 1 million in 2015, refer to the purchase from third party suppliers of various types of consumables.

4.b Services, leases and rentals - Euro 113 million

Costs for "Services, leases and rentals" are comprised as follows.

Euro millions First nine months
2015
2014
2015-2014
Services 101 111 (10)
Leases and rentals 12 15 (3)
Total services, leases and rentals 113 126 (13)

The "Services", totaling Euro 101 million, refer to services rendered by third parties in the amount of 66 Euro million (75 Euro millions in the first nine months of 2014) and by companies of the Group totaling 35 Euro million (36 Euro million in the first nine months of 2014).

In particular, the decrease in costs for services rendered by third party companies, in the amount of Euro 9 million, is attributable to the decrease in advertising, propaganda and press expenses, resulting from the new organizational structure implemented by the Group, which entailed the transfer of a portion of communication activities from the Holding to the Countries.

The decline in costs for services rendered by companies of the Group, totaling Euro 1 million, is attributable essentially to the decrease in both costs of personnel seconded from the various companies of the Group and costs for "miscellaneous services" provided by a number of subsidiaries, in part offset by the higher costs for information technologies services supplied by the subsidiary Enel Italia Srl.

The "Leases and rentals" amount to Euro 12 million and have decreased by Euro 3 million compared to the previous period; the change is attributable essentially to the lower costs for rentals and leases of real estate properties owned by the subsidiary Enel Italia Srl.

4.c Personnel - Euro 114 million

The cost of labor totals Euro 114 million, up by Euro 27 million compared to the same period in the previous year, attributable essentially to the rise in the item "Wages and salaries" and the related social costs (Euro 4 million), as well as the rise in costs related to the Long Term Incentive plan (Euro 5 million). It should also be noted that the average number of employees rose by 313 units as a result of the new organizational structure adopted by the Group.

Euro millions First nine months
2015 2014 2015-2014
Wages and salaries 69 51 18
Social security costs 21 19 2
Post-employment benefits 5 3 2
Other costs and other incentive plans 19 14 5
Total 114 87 27

4.d Depreciation, amortization and impairment losses - Euro 6 million

The item "Depreciation, amortization and impairment losses" totaling Euro 6 million in 2015 is comprised exclusively of amortizations of properties, plants and equipment and intangible assets and is unchanged compared to the same period of the previous year.

4.e Other operating expenses - Euro 15 million

The other operating costs, totaling Euro 15 millions, show an increase of Euro 2 million attributable essentially to lower releases (Euro 5 million), compared to 2014, of the fund for litigation, in part offset by the decline (Euro 4 million) in other operating costs related to non-recurring cost items that arose in the same period the previous year.

The operating income is negative in the amount of Euro 81 million and, compared to the same period the previous year, has worsened by Euro 47 million attributable essentially to the joint effect of lower revenues from the supply of services rendered to the companies of the Group, greater costs of personnel and the decrease in costs for the leases and rentals.

5. Income from equity investments - Euro 1,545 million

Income from equity investments, in the amount of Euro 1,545 million, refer to dividends approved by resolution by the Shareholders' Meetings of the subsidiaries and affiliates in the amount of Euro 1,544.7 million and the other companies in which equity stakes are held in the amount of 0.7 Euro millions.

Euro millions First nine months
2015 2014 2015-2014
Dividends from subsidiaries and affiliates: 1,544 1,818 (274)
Enel Produzione SpA - 223 (223)
Enel Distribuzione SpA 1,245 1,373 (128)
Enelpower SpA - 1 (1)
Enel Factor SpA - 3 (3)
Enel Italia Srl 9 7 2
Enel Energia SpA 159 143
Enel Servizio Elettrico SpA - 85 (85)
Enel Green Power SpA 109 109 -
Enel Iberoamérica SL 21 - 21
CESI SpA 1 1 -
Dividends from other entities: 1 - 1
Emittenti Titoli SpA 1 - 1
TOTAL PROCEEDS FROM SHAREHOLDINGS 1,545 1,818 (273)

6. Net financial income/(costs) - Euro (559) million

Net financial costs are summarized below:

Euro millions First nine months
2015 2014 2015-2014
Financial income
interest and other income from non-current financial assets 4 4 -
interest and other income from current financial assets 116 158 (42)
interest income and other income collected 6 6 -
positive exchange rate differences 4 9 (5)
Income from derivatives 2,730 1,716 1,014
income from derivatives related to the Group 2,350 1,325 1,025
income from derivatives related to Enel SpA 380 391 (11)
Total income 2,860 1,893 967
Financial costs
interest and other costs on financial debts (722) (787) 65
negative exchange rate differences (230) (262) 32
Accretion of post-employment and other employee benefit and other funds (4) (7) 3
other interest paid and costs (2) (55) 53
write-down of financial assets 1 (9) 10
costs of derivative instruments (2,462) (1,494) (968)
costs of derivatives related to the Group (2,361) (1,336) (1,025)
Costs of derivatives related to Enel SpA (101) (158) 57
Total costs (3,419) (2,614) (805)
TOTAL NET FINANCIAL INCOME/(COSTS) (559) (721) 162

The net financial costs, totaling Euro 559 million, reflect essentially the interest paid on the financial indebtedness (Euro 722 million) offset by net proceeds on derivative instruments hedging interest rates (Euro 43 millions) and interest earned and other income from financial assets (totaling Euro 120 million).

The decrease in net financial costs compared to the same period in the previous year, totaling Euro 162 million, was generated essentially by the lower interest on financial debts (Euro 65 million), the positive net change related to transactions in derivative instruments related to Enel SpA (Euro 46 million), and the decrease in other interest payable and costs (Euro 53 million).

7. Income taxes - Euro (161) million

The income taxes accrued as of September 30, 2015 are positive in the amount of Euro 161 million and are attributable to the balance of the economic items that are relevant for tax purposes.

Information on the Balance sheet

Assets

8. Non-current assets - Euro 42.245 million

Non-current assets rise by Euro 497 million compared to the value registered as of December 31, 2014. Such trend is essentially attributable to the rise in the item "Derivatives" (Euro 498 million) due to the valuation as of September 30, 2015 of financial derivative contracts (comprised of derivatives on interest rates in the amount of Euro 450 million and on exchange rates in the amount of Euro 2,027 million).

Set forth below are the changes in the equity investments over the course of 2015:

Euro millions Original
cost
(Write
downs) /
appreciations
Other changes -
IFRIC 11 and IFRS
2
Book
value
Quota
held
%
Contributions to
capital account and
to cover losses
Original
cost
(Write
downs)/
Appreciations
Other changes -
IFRIC 11 and IFRS
2
Book
value
Quota
held
%
as of 31.12.2014 Changes in 2015 as of 30.09.2015
A) Subsidiaries
Enel Produzione SpA 4,892 (512) 4 4,384 100.0 - 4,892 (512) 4 4,384 100.0
Enel Ingegneria e Ricerca SpA 46 (19) 1 28 100.0 - 46 (19) 1 28 100.0
Enel Distribuzione SpA 4,054 - 2 4,056 100.0 - 4,054 - 2 4,056 100.0
Enel Servizio Elettrico SpA 110 - - 110 100.0 - 110 - - 110 100.0
Enel Trade SpA 901 - 1 902 100.0 - 901 - 1 902 100.0
Enel Green Power SpA 3,640 - 2 3,642 68.3 - 3,640 - 2 3,642 68.3
Enel Investment Holding BV 8,498 (4,473) - 4,025 100.0 - 8,498 (4,473) - 4,025 100.0
Enelpower SpA 189 (159) - 30 100.0 - 189 (159) - 30 100.0
Enel Energia SpA 1,321 (8) - 1,313 100.0 - 1,321 (8) - 1,313 100.0
Enel Iberoamérica SL 18,300 - - 18,300 100.0 - 18,300 - - 18,300 100.0
Enel.Factor SpA 18 - - 18 100.0 - 18 - - 18 100.0
Enel Sole Srl 5 - - 5 100.0 - 5 - - 5 100.0
Enel Italia Srl 525 (41) 3 487 100.0 - 525 (41) 3 487 100.0
Enel.NewHydro Srl 70 (54) - 16 100.0 - 70 (54) - 16 100.0
Enel Finance International NV 1,414 - - 1,414 100.0 - 1,414 - - 1,414 100.0
Enel Oil & Gas SpA - - - - - 2 2 - - 2 100.0
Total subsidiaries 43,983 (5,266) 13 38,730 2 43,985 (5,266) 13 38,732
C) Associates
CESI SpA 23 - - 23 42.7 - 23 - - 23 42.7
Total Associates 23 - - 23 - 23 - - 23
D) Other companies
Elcogas SA 5 (5) - - 4.3 - 5 (5) - - 4.3
Emittenti Titoli SpA 1 - - 1 10.0 - 1 - - 1 10.0
Idrosicilia SpA - - - - 1.0 - - - - - 1.0
Total other companies 6 (5) - 1 - 6 (5) - 1
TOTAL EQUITY INVESTMENTS 44,012 (5,271) 13
38,754
2 44,014 (5,271) 13 38,756
-------------------------- -------- --------- -------------- --- -------- --------- ---- -------- --

Over the course of 2015, the value of investments in subsidiaries, associates and other companies rose, following the recapitalization of the company Enel Oil & Gas SpA which took place in January, in the amount of Euro 2 million applied by the latter to increase the item "Other reserves" of the shareholders' equity that was necessary for the same in order to meet its operating and financial requirements.

9. Current assets - Euro 10,220 million

The current assets show, compared to December 31, 2014, a decline of Euro 3,073 million attributable mainly to the decrease in available liquidity (Euro 3,025 million). Reference is made to the comments on the net financial position as regards such latter change.

Liabilities

10. Shareholders' equity - Euro 24,970 million

Shareholders' equity totals Euro 24,970 million and is down by Euro 166 million compared to December 31, 2014. Such change is attributable to the distribution of the dividend for year 2014 in the amount of Euro 0.14 per share (totaling Euro 1,316 million), as approved by the Shareholders' Meeting held on May 28, 2015, as well as the total earnings entered in the first nine months of 2015 (Euro 1,150 million).

11. Non-current liabilities - Euro 18,041 million

Non-current liabilities show, compared to December 31, 2014, a decline of Euro 2,588 million attributable mainly to the decrease in long-term borrowings (Euro 2,799 million), as a result of the redemption, in the first quarter of year 2015, of two retail debenture borrowings in the amount of Euro 2,300 million, partially offset by the increase in the item "Derivatives" (Euro 139 million) attributable to the valuation as of September 30, 2015 of the financial derivative contracts (comprised of derivatives on interest rates in the amount of Euro 568 million and on exchange rates in the amount of Euro 2,055 million).

12. Current liabilities - Euro 9,454 million

Current liabilities show, compared to December 31, 2014, an upward change of Euro 178 million attributable essentially to the increase in current portion of longterm borrowing (Euro 695 million), partially offset by the decline in "other current financial liabilities" resulting from lower interest accruals on debenture borrowing (Euro 243 million) and the decrease in the other current liabilities (Euro 222 million).

13. Net financial position - Euro 13,283 million

Set forth below is a summary of Enel SpA's net financial position as of September 30, 2015, as compared with the situation determined as of December 31, 2014, in line with the CONSOB provisions dated July 28, 2006:

Euro millions

as of 30.09.2015 as of 31.12.2014
of which with
related
parties
of which with
related
parties
Bank and post office deposits 3,947 6,972
Liquidity 3,947 6,972
Current financial receivables 4,901 4,723 4,693 4,018
Short-term bank debt (16) (3)
Short-term portion of long-term bank debt (3,058) (2,363)
Other short-term financial payables (4,676) (2,995) (4,743) (4,320)
Short-term financial debts (7,750) (7,109)
Net short-term financial position 1,098 4,556
Bonds (14,489) (17,288)
Long-term borrowings (14,489) (17,288)
Long-term financial position (14,489) (17,288)
NET FINANCIAL POSITION as per CONSOB instructions (13,391) (12,732)
Long-term financial receivables 108 104 121 117
NET FINANCIAL DEBT (13,283) (12,611)

Enel SpA's net financial debt as of September 30, 2015 totals Euro 13,283 million and shows an increase of Euro 672 million.

The main transactions concluded in 2015, which impacted upon net financial debt

were:

  • the redemption of two retail debenture loans in the amount of Euro 2,300 million;
  • the repayment of the Intercompany Short Term Deposit Agreement (short-term credit line with Enel Finance International NV) in the amount of Euro 500 million.

It should be noted that the cash, totaling Euro 3,947 million, shows, compared to December 31, 2014, a decrease totaling Euro 3,025 million, due mainly to the reimbursement of the above-mentioned borrowings, the increase in the net shortterm creditor position on intercompany bank accounts in place with the Companies of the Group totaling Euro 1,516 million, higher Cash Collateral received in the amount of Euro 1,256 million for dealings in over-the-counter derivative contracts on interest rates and exchange rates.

SCHEDULE G

Detailed description of the balance sheet items to be assigned to the beneficiary company

Balance sheet of the business unit as of September 30, 2015

ASSETS Amounts in
Euro
LIABILITIES Amounts in
Euro
Non-current assets
Deferred tax assets
Equity Investments
Other non-current financial assets
115,865
4,458,392,567
40,570
Shareholders' Equity 3,664,162,218
Total non-current assets 4,458,549,002
Non-current liabilities
Long-term borrowings
Post-employment and other
employee benefits
Deferred tax liabilities
Total non-current liabilities
1,200,000,000
223,394
4,617
1,200,228,011
Current assets
Other current financial assets
Other current assets
Total current assets
436,503,629
1,377
436,505,006
Current liabilities
Derivatives
Other current financial liabilities
Other current liabilities
Total current liabilities
125,450
30,241,000
297,329
30,663,779
TOTAL ASSETS 4,895,054,008 TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
4,895,054,008

Assets

Non-current Assets

Deferred tax assets - Euro 115,865

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

It should be noted that the deferred taxes are calculated on the temporary differences between the balance sheet items registered in the financial statement and the corresponding amounts recognized for tax purposes, applying the tax rate in force as of the date on which the temporary difference will emerge, determined on the basis of the tax rates provided under rulings in force or substantially in force as of the reference date.

The deferred tax assets are registered when their recovery is likely and, in other words, when it is envisaged that in the future taxable income may become available that is sufficient for purposes of recovering the asset.

The item includes mainly the taxes set aside for provisions not deducted from the funds related to employee benefits.

The following table sets forth the details on the deferred tax assets:

Amounts in Euro

Taxable base Tax rate % Amounts
Extra-month's pay (IMA) provision 7,246 32.16% 2,330
Allowance in lieu of notice (ISP) 2,343 32.16% 753
Loyalty Bonus (PDF) 25,567 32.16% 8,222
ASEM medical care 132,236 32.16% 42,527
Fopen (312) 32.16% (100)
Post-employment benefit 1,716 32.16% 552
MBO 191,480 32.16% 61,580

4

Equity Investments - Euro 4,458,392,567

The item is included in point 1 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan

The item in question includes the shareholding of 100% of the share capital of the subsidiary Enel Green Power International BV (hereinafter, EGPI BV) a company organized under Dutch law, the holding of a number of foreign shareholdings of Enel Green Power Spa.

It should be noted that the term "subsidiary companies" refers to all companies over which Enel Green Power Spa holds control. The control is obtained when the company is exposed, or is entitled to variable returns deriving from the relationship with the subsidiary/affiliate and has the capacity, through the exercise of its power over the subsidiary/affiliate, to influence its performance/returns. The power is defined as the current capacity to direct the significant/core business operations of the subsidiary/affiliate by virtue of existing substantive rights.

Equity Investments in subsidiaries are assessed at cost of purchase. Such cost includes the fair value attributed at the time of determination of possible components (contingent considerations). Any subsequent changes in fair value and in such components are applied to the Income Statement. The cost is adjusted to reflect any losses in value; such losses are later restored if the conditions giving rise to them cease to exist; the restoration of value cannot exceed the original cost.

Over the course of 2015, Enel Green Power Spa proceeded to recapitalize its subsidiary Enel Green Power International BV (EGPI BV), in a total amount of Euro 274 million to be registered in the share premium reserve of EGPI BV, as follows:

  • Euro 19 million, in the first quarter of 2015, in order to proceed with the recapitalization of Enel Green Power Hellas SA and Enel Green Power Brasil Partecipacoes LTDA;
  • Euro 75 million in the second quarter of 2015, in order to proceed with the recapitalization of Enel Green Power Brasil Partecipacoes LTDA and Enel Green Power Egypt S.A.E;
  • Euro 180 million, in the third quarter of 2015, in order to proceed with the recapitalization of Enel Green Power Brasil Partecipacoes LTDA, Enel Green Power Mèxico Srl de Cv , Enel Green Power Turkey Enerji Yatirimlari AS and Enel Green Power Development BV (the latter in order to acquire the shareholding in the Indian company BLP Energy Private LTD).

The list of equity investments held directly and indirectly by Enel Green Power International BV as of September 30, 2015 is that set forth in sub-schedule 1 "Equity Investments".

Other non-current financial assets – Euro 40,570

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The item includes the receivables for loans to employees that were disbursed for the purchase of their first home or for family needs and are reimbursed by the employees in accordance with pre-established amortization plans.

Current assets

Other current financial assets – Euro 436,503,629

The item is included in point 2 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The item refers to the short-term financial receivable and the related assetside accrual owed by the company Enel Green Power North America Ltd. in connection with a financial restructuring transaction concluded in 2014; exchange rate risk related to such financial receivable is hedged through a "currency forward" contract.

Such assets are initially entered at fair value, possibly adjusted to reflect transaction costs and, later, entered at amortized cost on the basis of the actual interest rate, adjusted to reflect any losses in value. Such reductions in value are determined as the difference between the book value and the current value of future cash flows, discounted at the original actual interest rate. In the case of renegotiated financial assets, the losses in value are determined using the original actual interest rate prior to the change in conditions. The receivable in question derives from the financial restructuring of the North American companies Enel Green Power North America Inc. (EGP NA) and Enel Green Power North America Development LLC (EGP NAD), directly and wholly controlled by Enel Green Power International BV (EGPI BV).

Such transaction was concluded in year 2014 by converting a portion of the net shareholders' equity of the two North American companies into debt, using mainly the short-term credit line disbursed by Enel Green Power Spa (through the execution of two loan agreements for the loan to EGP North America and EGP North America Development fora total of Euro 535 million as of December 31, 2013). In particular, such transaction gave rise to, on December 31, 2014:

  • the reimbursement by the North American companies to the holding company EGPI BV of share premium reserves in the amount of Euro 652 million and the simultaneous reduction of the value of the shareholdings of the holding company in the two North American companies;
  • the reimbursement by EGPI BV to the holding company EGP Spa of share premium reserves and the simultaneous reduction in the value of the shareholding of the holding company in EGPI BV in the amount of Euro 652 million.

Other current assets – Euro 1,377

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The item includes essentially the prepaid expenses related to the fourteenth month pay and the disbursements made, on the basis of company agreements, to entities that provide assistance services to the personnel.

Liabilities

Non-current liabilities

Long-term borrowings - Euro 1,200,000,000

The item is included in point 3 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The item is comprised entirely of the long-term credit line with Enel Green Power International BV.

It should be noted that the financial liabilities other than derivative instruments are registered when the Company becomes party to the contractual clauses of the instrument and are assessed initially at fair value net of directly attributable transaction costs. Subsequently, financial liabilities are measured at amortized cost, using the effective interest rate method.

Post-employment and other employee benefits – Euro 223,394

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The liability related to benefits granted to employees and disbursed at the same time or after the cessation of the employment relationship under defined benefits plans or other long-term benefits accrued during the employment period, separately for each plan, on the basis of actuarial assumptions, estimating the amount of future benefits that the employees have accrued as of the reference date (the projected unit credit method). More specifically, the present value of defined benefits plans is calculated using a discount rate determinate on the basis of market yields at the end of the reporting period on high-quality corporate boards. The liability is determined by accrual throughout the period

in which the right accrues. The valuation of the liability is performed by independent actuaries.

If the assets to be used to service the plan exceed the current value of the related liability for defined benefits, the surplus is entered as assets (subject to the relevant cap, if any).

With reference to the liabilities (assets)related to defined benefits plans, the actuarial earnings and losses deriving from the actuarial valuation of the liabilities, the return on the assets dedicated to service the plan (net of the associated interest earned) and the effect of the asset ceiling – (net of the related interest earned) are entered as part of the other comprehensive income (OCI), when they arise. For the other long-term benefits, the related actuarial earnings and losses are entered in the income statement.

In the event of a change to the benefits plan or introduction of a new plan, any social security cost related to past work performance (past service cost) is entered immediately in the income statement.

The employees also benefit from defined contribution plans for which Enel Green Power SpA pays fixed contributions to a separate entity (a fund) and will have no legal or implicit obligation to pay additional contributions if the fund lacks sufficient resources to pay all benefits for employees related to the work activities performed during the current year and in past years. Such plans are generally established for the purpose of increasing pension benefits after the cessation of the employment relationship. The costs related to such plans are entered in the income statement on the basis of the contribution made in the period.

Set forth below are the details on the 6 employees belonging to the business unit that comprises the demerged set of assets:

CID
2060889
20739
16082
4026692
5030282
1037623

Set forth below are the items related to Post-employment and other employee benefits in place as of September 30, 2015:

Amounts in euro
Post-employment benefit 56,315
Extra-month's pay (IMA) provision 7,246
Allowance in lieu of notice (ISP) 2,343
Loyalty Bonus (PDF) 25,567
Electricity discounts Substitutive Indemnity Fund (ISSE) -
ASEM medical care 132,236
Fopen (312)
Total 223,394

Deferred tax liabilities – Euro 4,617

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The deferred tax liabilities are determined on the basis of the tax rates in force as of the reference date and are calculated on a number of items referring to personnel belonging to the business unit comprising the "Demerged Set of Assets".

Current liabilities

Derivatives – Euro 125,450

The item is included in point 2 of paragraph "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

It includes solely the "currency forward" derivatives entered into to hedge the short-term financial receivable owed by Enel Green Power North America.

Other current financial liabilities – Euro 30,241,000

The item is included in point 3 of the paragraph "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

The item refers entirely to the interest accrued and entered on an accrual basis on the long-term borrowings described above.

Other current liabilities – Euro 297,329

The item is included in point 4 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

It includes principally the Payables due to employees essentially related to the entry of accrued costs, including contribution-related costs, linked to the thirteenth month pay, various forms of individual and collective incentives and other amounts accrued such as vacations not taken, overtime, etc.

Set forth below are the details on the other current liabilities:

Amounts in Euro
Payables due to employees 240,697
Payables due to social security institutions 24,583
Other current liabilities 32,049
Total 297,329

Guarantees

The item is included in point 5 of paragraph 3 "Balance sheet items to be assigned to the beneficiary company" of the Demerger plan.

They are granted by Enel Green Power Spa in the interest of its subsidiaries, under service agreements and bank guarantees (garanzie bancarie or fidejussioni).

The related details are included in sub-schedule 2 "Guarantees".

Name Registered office State Share Capital Currency %shareholding
Enel Green Power International BV Amsterdam Netherlands 244,532,298 EUR
Name Registered office State Share Capital Currency %shareholding shareholder
- 50.00% Hydro Development Group Acquisition,
LLC
(Cataldo) Hydro Power Associates New York USA USD 50.00% Pyrites Hydro, LLC
3-101-665717 S.A. Costa Rica Costa Rica 10,000 CRC 100.00% PH Chucas SA
ADAMS SOLAR PV PROJECT TWO (RF) PTY
LTD
Johannesburg Republic of South Africa 10,000,000 ZAR 60.00% Enel Green Power RSA (Pty) Ltd
Agassiz Beach LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Aguilon 20 SA Zaragoza Spain 2,682,000 EUR 51.00% Enel Green Power España SL
Albany Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Almeyda Solar SpA Santiago Chile 1,736,965,000 CLP 100.00% Enel Green Power Chile Ltda
Almussafes Servicios Energéticos SL Valencia Spain 3,010 EUR 100.00% Enel Green Power España SL
Alvorada Energia SA Rio De Janeiro Brazil 17,117,416 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Annandale Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Apiacàs Energia SA Rio De Janeiro Brazil 21,216,846 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Aquenergy Systems LLC Greenville USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Atwater Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Aurora Distributed Solar, LLC Wilmington USA - USD 100.00% Enel Kansas LLC
Autumn Hills LLC Delaware USA - USD 51.00% Chi Minnesota Wind LLC
BLP ENERGY PRIVATE LIMITED New Delhi India 30,000,000 INR 68.00% Enel Green Power Development B.V.
BLP VAYU (PROJECT 1) PRIVATE LIMITED Haryana India 7,500,000 INR 100.00% BLP ENERGY PRIVATE LIMITED
BLP VAYU (PROJECT 2) PRIVATE LIMITED Haryana India 45,000,000 INR 100.00% BLP ENERGY PRIVATE LIMITED
BLP WIND PROJECT (AMBERI) PRIVATE
LIMITED
New Delhi India 5,000,000 INR 100.00% BLP ENERGY PRIVATE LIMITED
Barnet Hydro Company LLC Burlington USA USD 10.00% Enel Green Power North America Inc
- 90.00% Sweetwater Hydroelectric LLC
Beaver Falls Water Power Company Philadelphia USA - USD 67.50% Beaver Valley Holdings LLC
Beaver Valley Holdings LLC Philadelphia USA - USD 100.00% Enel Green Power North America Inc
Beaver Valley Power Company LLC Philadelphia USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Biowatt - Recursos Energéticos Lda Porto Portugal 5,000 EUR 51.00% Finerge-Gestao De Projectos
Energéticos SA
- 75.00% (Cataldo) Hydro Power Associates
Black River Hydro Assoc New York USA USD 25.00% Enel Green Power North America Inc
Boiro Energia SA Boiro Spain 601,010 EUR 40.00% Enel Green Power España SL
Boott Field LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Boott Hydropower Inc Boston USA - USD 100.00% Enel Green Power North America Inc
- 32.00% Enel Green Power North America Inc
Bp Hydro Associates Boise USA USD 68.00% Chi Idaho LLC
- 75.92% Bp Hydro Associates
Bp Hydro Finance Partnership Salt Lake City USA USD 24.08% Enel Green Power North America Inc
Brooten Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Buffalo Dunes Wind Project, LLC Topeka USA - USD 75.00% EGPNA Development Holdings, LLC
Business Venture Investments 1468 (Pty)
Ltd
Lombardy East Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Bypass Limited LLC Boise USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Bypass Power Company LLC Los Angeles USA - USD 100.00% Chi West LLC
Canastota Wind Power LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Caney River Wind Project LLC Topeka USA - USD 100.00% Rocky Caney Wind LLC
Carodex (Pty) Ltd Houghton Republic of South Africa 116 ZAR 98.49% Enel Green Power RSA (Pty) Ltd
- 0.10% Enel Alberta Wind Inc
Castle Rock Ridge Limited Partnership Calgary Canada CAD 99.90% Enel Green Power Canada Inc.
Central Hidráulica Güejar-Sierra SL Siviglia Spain 364,210 EUR 33.30% Enel Green Power España SL
Cherokee Falls Hydroelectric Project, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Chi Black River LLC Wilmington USA USD 100.00% Enel Green Power North America Inc
-
Chi Idaho LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Chi Minnesota Wind LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Chi Operations Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Chi Power Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Chi Power Marketing Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Chi West LLC Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Chisago Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Chisholm View Wind Project LLC Oklahoma City USA - USD 75.00% Enel Kansas LLC
Cogeneración El Salto SL - in liquidazione Zaragoza Spain 36,061 EUR 20.00% Enel Green Power España SL
Cogeneración Lipsa SL Barcellona Spain 720,000 EUR 20.00% Enel Green Power España SL
Compañía Eólica Tierras Altas SA Soria Spain 13,222,000 EUR 35.63% Enel Green Power España SL
Coneross Power Corporation Inc Greenville USA 110,000 USD 100.00% Enel Green Power North America Inc
Consolidated Hydro New Hampshire LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Consolidated Hydro New York LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Consolidated Hydro Southeast LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Consolidated Pumped Storage Inc Wilmington USA 550,000 USD 81.82% Enel Green Power North America Inc
Consorcio Eólico Marino Cabo De
Trafalgar SL
Cádiz Spain 200,000 EUR 50.00% Enel Green Power España SL
Copenhagen Hydro, LLC New York USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Corporación Eólica De Zaragoza SL Zaragoza Spain 1,021,600 EUR 25.00% Enel Green Power España SL
Crucero Oeste Cinco S.p.A. Santiago Chile 1,000,000 CLP 100.00% Parque Eólico Renaico SpA
Crucero Oeste Cuatro S.p.A Santiago Chile 1,000,000 CLP 100.00% Parque Eólico Renaico SpA
Crucero Oeste Dos S.p.A. Santiago Chile 1,000,000 CLP 100.00% Parque Eólico Renaico SpA
Crucero Oeste Tres S.p.A. Santiago Chile 1,000,000 CLP 100.00% Parque Eólico Renaico SpA
Crucero Oeste Uno S.p.A. Santiago Chile CLP 100.00% Parque Eólico Renaico SpA
1,000,000
5,629,000 0.00% Enel Green Power International BV
De Rock'l Srl Bucarest Romania RON 100.00% Enel Green Power Romania Srl
Depuracion Destilacion Reciclaje SL Boiro Spain 600,000 EUR 40.00% Enel Green Power España SL
5,313,807 99.99% Enel Green Power México Srl de Cv
Desarrollo de Fuerzas Renovables Srl de
Cv
Città del Mexico Mexico MXN 0.01% Energia Nueva Energia Limpia Mexico
Srl de Cv
Diego de Almagro Matriz SpA Santiago Chile 351,604,338 CLP 100.00% Empresa Electrica Panguipulli SA
Dietrich Drop, LLC Delaware USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Dodge Center Distributed Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
279,282,225 0.04% Enel Green Power Guatemala SA
Dominica Energía Limpia Srl de Cv Colonia Guadalupe
Inn
Mexico MXN 99.96% Enel Green Power México Srl de Cv
Drift Sand Wind Project, LLC Delaware USA - USD 100.00% Enel Kansas LLC
EGP Stillwater Solar LLC Wilmington USA - USD 100.00% Enel Stillwater LLC
EGP Timber Hills Project LLC Los Angeles USA - USD 100.00% Padoma Wind Power LLC
EGPNA Development Holdings, LLC Wilmington USA - USD 100.00% Enel Green Power North America
Development, LLC
EGPNA Hydro Holdings, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
EGPNA REP Holdings, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
EGPNA REP Hydro Holdings, LLC Delaware USA - USD 100.00% EGPNA Renewable Energy Partners,
LLC
EGPNA REP Solar Holdings, LLC Delaware USA - USD 100.00% EGPNA Renewable Energy Partners,
LLC
EGPNA REP Wind Holdings, LLC Delaware USA - USD 100.00% EGPNA Renewable Energy Partners,
LLC
EGPNA Renewable Energy Partners, LLC Delaware USA - USD 51.00% EGPNA REP Holdings, LLC
EGPNA Wind Holdings 1, LLC Wilmington USA - USD 100.00% EGPNA REP Wind Holdings, LLC
ELECTRA CAPITAL (RF) PTY LTD Johannesburg Republic of South Africa 10,000,000 ZAR 60.00% Enel Green Power RSA (Pty) Ltd
ENEL GREEN POWER BOA VISTA EÓLICA
S.A
Niterói - Rio de
Janeiro
Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
1.00% Enel Green Power Desenvolvimento
Ltda
ENEL GREEN POWER BOM JESUS DA LAPA
SOLAR S.A.
Brasile Brazil BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
-
2,131,724,677 99.99% Enel Green Power International BV
ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Rio De Janeiro Brazil BRL 0.01% Enel Green Power Latin America Ltda
ENEL GREEN POWER CABEÇA DE BOI S.A. Rio de Janeiro Brazil 76,000,000 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER CRITALÂNDIA I
EÓLICA S.A.
Brasile Brazil 1,000,000 BRL 99.90% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER CRITALÂNDIA II
EÓLICA S.A.
Brasile Brazil 1,000,000 BRL 99.90% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
70,000,000 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER DAMASCENA EÓLICA
S.A.
Rio de Janeiro Brazil BRL 1.00% PARQUE EÓLICO SERRA AZUL LTDA.
ENEL GREEN POWER DELFINA A EÓLICA
S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER DELFINA B EÓLICA
S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER DELFINA C EÓLICA
S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER DELFINA D EÓLICA
S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER DELFINA E EÓLICA
S.A.
Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
1,000,000
ENEL GREEN POWER DOIS RIACHOS
EÓLICA S.A.
Rio de Janeiro Brazil 135,000,000 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
177,500,000 1.00% PARQUE EOLICO CURVA DOS VENTOS
LTDA
ENEL GREEN POWER EMILIANA EOLICA SA Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
135,000,000 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER ESPERANÇA EÓLICA
S.A.
Rio de Janeiro Brazil BRL 1.00% Enel Green Power Desenvolvimento
Ltda
ENEL GREEN POWER ITUVERAVA NORTE
SOLAR S.A
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER ITUVERAVA SOLAR
S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER ITUVERAVA SUL
SOLAR S.A.
Rio de Janeiro Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
165,000,000 1.00% PARQUE EOLICO CURVA DOS VENTOS
LTDA
ENEL GREEN POWER JOANA EOLICA SA Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
70,000,000 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER MANIÇOBA EÓLICA
S.A.
Rio de Janeiro Brazil BRL 1.00% PARQUE EÓLICO SERRA AZUL LTDA.
ENEL GREEN POWER MODELO I EOLICA
S.A.
Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
175,000,000
ENEL GREEN POWER MODELO II EÓLICA
S.A.
Rio de Janeiro Brazil 150,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER MORRO DO CHAPÉU
I EÓLICA S.A.
Niterói - Rio de
Janeiro
Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER MORRO DO CHAPÉU
II EÓLICA S.A.
Niterói - Rio de
Janeiro
Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
177,500,000 1.00% PARQUE EOLICO FONTES DOS VENTOS
LTDA
ENEL GREEN POWER PAU FERRO EÓLICA
SA
Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
230,000,000 1.00% PARQUE EOLICO FONTES DOS VENTOS
LTDA
ENEL GREEN POWER PEDRA DO
GERÔNIMO EÓLICA SA
Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
14,412,120 1.00% PARQUE EÓLICO SERRA AZUL LTDA.
ENEL GREEN POWER SALTO APIACÁS S.A Niterói - Rio de
Janeiro
Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
ENEL GREEN POWER SÃO ABRAÃO EÓLICA
S.A.
Niterói - Rio de
Janeiro
Brazil 1,000,000 BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
125,000,000 1.00% PARQUE EOLICO FONTES DOS VENTOS
LTDA
ENEL GREEN POWER TACAICÓ EÓLICA SA Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Niterói - Rio de 5,000,000 0.01% PARQUE EOLICO FONTES DOS VENTOS
LTDA
ENEL SOLUÇÕES ENERGÉTICAS LTDA Janeiro Brazil BRL 99.99% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
EOLVERDE - SGPS, S.A. Porto Portugal 50,000 EUR 75.00% Finerge-Gestao De Projectos
Energéticos SA
Eastwood Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Eed - Empreendimentos Eólicos Do Douro
SA
Porto Portugal 50,000 EUR 100.00% Finerge-Gestao De Projectos
Energéticos SA
Eevm - Empreendimentos Eólicos Vale Do
Minho SA
Porto Portugal 200,000 EUR 50.00% EOLVERDE - SGPS, S.A.
Egp Geronimo Holding Company Inc Wilmington USA 1,000 USD 100.00% Enel Green Power North America Inc
Egp Solar 1 LLC Wilmington USA - USD 100.00% EGPNA REP Solar Holdings, LLC
El Dorado Hydro LLC Los Angeles USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
4,590,000 0.00% Enel Green Power International BV
Elcomex Solar Energy Srl Costanza Romania RON 100.00% Enel Green Power Romania Srl
Elk Creek Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Empreendimento Eólico De Rego Lda Porto Portugal 5,000 EUR 51.00% Finerge-Gestao De Projectos
Energéticos SA
Empreendimentos Eólicos Da Serra Do
Sicó SA
Porto Portugal 50,000 EUR 52.38% TP - Sociedade Térmica Portuguesa SA
Empreendimentos Eólicos De Viade Lda Porto Portugal 5,000 EUR 80.00% Finerge-Gestao De Projectos
Energéticos SA
Empresa Electrica Panguipulli SA Santiago Chile 48,038,937 CLP 99.99% Enel Green Power Chile Ltda
0.01% Enel Green Power Latin America Ltda
Empresa Nacional De Geotermia SA Santiago Chile 12,647,752,517 CLP 51.00% Enel Green Power Chile Ltda
Enel Alberta Wind Inc Calgary Canada 16,251,021 CAD 100.00% Enel Green Power Canada Inc.
- 99.90% Enel Green Power Canada Inc.
Enel Atlantic Canada Limited Partnership Newfdland Canada CAD 0.10% Newind Group Inc
Enel Cove Fort II LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Enel Cove Fort LLC Wilmington USA - USD 100.00% Enel Geothermal LLC
Enel Fortuna SA Panama Republic of Panama 100,000,000 USD 50.06% Enel Green Power Panama SA
Enel GP Newfoundland and Labrador, Inc. Newfdland Canada 1,000 CAD 100.00% EGPNA REP Wind Holdings, LLC
Enel Geothermal LLC Wilmington USA - USD 100.00% EGPNA Renewable Energy Partners,
LLC
Enel Green Power Bulgaria EAD Sofia Bulgaria 35,231,000 BGN 100.00% Enel Green Power International BV
Enel Green Power Canada Inc. Montreal
(Quebec)
Canada 85,681,857 CAD 100.00% Enel Green Power North America Inc
15,649,360,000 99.99% Enel Green Power Latin America Ltda
Enel Green Power Chile Ltda Santiago Chile CLP 0.01% Hydromac Energy BV
Enel Green Power Colombia Bogotà Colombia 300,000,000 COP 100.00% Enel Green Power International BV
Enel Green Power Costa Rica San Josè Costa Rica 27,500,000 USD 100.00% Enel Green Power International BV
143,611,893 1.00% Enel Green Power Desenvolvimento
Ltda
Enel Green Power Cristal Eolica SA Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
13,900,297 0.01% Enel Green Power Latin America Ltda
Enel Green Power Desenvolvimento Ltda Rio de Janeiro Brazil BRL 99.99% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Enel Green Power Development B.V. Amsterdam Netherlands 20,000 EUR 100.00% Enel Green Power International BV
26,000 1.00% Enel Green Power Latin America Ltda
Enel Green Power Ecuador SA Quito Ecuador USD 99.00% Enel Green Power International BV
Enel Green Power Egypt S.A.E. Cairo Arab Republic of Egypt 250,000 EGP 100.00% Enel Green Power International BV
3,071,090 0.00% Enel Green Power Latin America Ltda
Enel Green Power El Salvador SA de Cv San Salvador El Salvador SVC 99.00% Enel Green Power International BV
Enel Green Power España SL Madrid Spain 11,153 EUR 60.00% Enel Green Power International BV
Enel Green Power Fazenda SA Rio de Janeiro Brazil 62,000,000 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Enel Green Power Granadilla SL Tenerife Spain 3,012 EUR 65.00% Enel Green Power España SL
5,000 2.00% Enel Green Power Latin America Ltda
Enel Green Power Guatemala SA Guatemala Guatemala GTQ 98.00% Enel Green Power International BV
Enel Green Power Hellas SA Maroussi Greece 7,737,850 EUR 100.00% Enel Green Power International BV
Enel Green Power Latin America Ltda 30,728,470 99.90% Hydromac Energy BV
Santiago
Chile
CLP 0.01% Enel Green Power International BV
2,399,774,165 0.01% Enel Green Power Latin America Ltda
Enel Green Power México Srl de Cv Mexico City Mexico MXN 99.99% Enel Green Power International BV
Enel Green Power Namibia (Pty) Ltd Windhoek Namibia 100 NAD 100.00% Enel Green Power International BV
Enel Green Power North America
Development, LLC
Wilmington USA - USD 100.00% Enel Green Power International BV
Enel Green Power North America Inc Wilmington USA 50 USD 100.00% Enel Green Power International BV
Enel Green Power Panama SA Panama Republic of Panama 3,000 USD 100.00% Enel Green Power International BV
1,000 0.01% Enel Green Power Latin America Ltda
Enel Green Power Perù SA Lima Perù PEN 99.90% Enel Green Power International BV
143,611,893 1.00% Enel Green Power Desenvolvimento
Ltda
Enel Green Power Primavera Eolica SA Rio de Janeiro Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Enel Green Power RA S.A.E. Cairo Arab Republic of Egypt 15,000,000 EGP 100.00% Enel Green Power Egypt S.A.E.
Enel Green Power RSA (Pty) Ltd Johannesburg Republic of South Africa 1,000 ZAR 100.00% Enel Green Power Development B.V.
Enel Green Power RSA 2 (Pty) Ltd) Johannesburg Republic of South Africa 120 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Enel Green Power Romania Srl Sat Rusu De Sus
Nuseni
Romania 2,430,631,000 RON 100.00% Enel Green Power International BV
Enel Green Power SAO Judas Eolica SA Rio de Janeiro Brazil 143,611,893 BRL 1.00% Enel Green Power Desenvolvimento
Ltda
99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Enel Green Power SHU S.A.E Cairo Arab Republic of Egypt 15,000,000 EGP 100.00% Enel Green Power Egypt S.A.E.
Enel Green Power TEFNUT S.A.E. Cairo Arab Republic of Egypt 15,000,000 EGP 100.00% Enel Green Power Egypt S.A.E.
Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
Istanbul Turkey 61,654,658 TRY 100.00% Enel Green Power International BV
Enel Green Power Uruguay SA Montevideo Uruguay 400,000 UYU 100.00% Enel Green Power International BV
Enel Kansas LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Enel Minnesota Holdings, LLC Minneapolis USA - USD 100.00% Egp Geronimo Holding Company Inc
Enel Nevkan Inc Wilmington USA - USD 100.00% Enel Green Power North America Inc
Enel Salt Wells LLC Wilmington USA - USD 100.00% Enel Geothermal LLC
Enel Stillwater LLC Wilmington USA - USD 100.00% Enel Geothermal LLC
Enel Surprise Valley LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Enel Texkan Inc Wilmington USA - USD 100.00% Chi Power Inc
Enelpower Do Brasil Ltda Rio De Janeiro Brazil 1,242,000 BRL 99.99% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
0.01% Enel Green Power Latin America Ltda
Paço de Arcos, 50,000 17.98% Finerge-Gestao De Projectos
Energéticos SA
Eneop-Eólicas de Portugal SA Oeiras Portugal EUR 17.98% TP - Sociedade Térmica Portuguesa SA
Energia Global De Mexico (Enermex) SA
De Cv
Mexico City Mexico 50,000 MXN 99.00% Enel Green Power International BV
Energia Global Operaciones SA San Josè Costa Rica 10,000 CRC 100.00% Enel Green Power Costa Rica
Energia Marina SpA Santiago Chile 2,404,240,000 CLP 25.00% Enel Green Power Chile Ltda
Energia Nueva Energia Limpia Mexico Srl Mexico City Mexico 5,339,650 MXN 0.04% Enel Green Power Guatemala SA
de Cv 99.96% Enel Green Power International BV
3,139,737,500 99.90% Enel Green Power México Srl de Cv
Energia Nueva de Iggu Srl de CV Mexico City Mexico MXN 0.01% Energia Nueva Energia Limpia Mexico
Srl de Cv
Energias Especiales De Careon SA La Coruña Spain 270,450 EUR 77.00% Enel Green Power España SL
Energias Especiales De Pena Armada SA Madrid Spain 963,300 EUR 80.00% Enel Green Power España SL
Energias Especiales Del Alto Ulla SA Madrid Spain 1,722,600 EUR 100.00% Enel Green Power España SL
Energias Especiales Del Bierzo SA Torre Del Bierzo Spain 1,635,000 EUR 50.00% Enel Green Power España SL
656,615,400 99.99% Enel Green Power México Srl de Cv
Energias Renovables La Mata SAPI de CV Messico DF Mexico MXN 0.01% Energia Nueva de Iggu Srl de CV
Energética De Rosselló AIE Barcellona Spain 3,606,060 EUR 27.00% Enel Green Power España SL
Energía De La Loma SA Jean Spain 4,450,000 EUR 60.00% Enel Green Power España SL
Energía Limpia de Palo Alto, S. de R.L. de 61,395,361,000 99.99% Enel Green Power México Srl de Cv
C.V. Messico Mexico MXN 0.01% Hidroelectricidad Del Pacifico Srl de Cv
Energías Alternativas Del Sur SL Las Palmas De
Gran Canaria
Spain 5,589,393 EUR 53.77% Enel Green Power España SL
Energías De Aragón II SL Zaragoza Spain 18,500,000 EUR 100.00% Enel Green Power España SL
Energías De Graus SL Barcellona Spain 1,298,160 EUR 66.67% Enel Green Power España SL
Energías De La Mancha SA Villarta De San
Juan (Ciudad Real)
Spain 279,500 EUR 68.42% Enel Green Power España SL
Enerlasa SA - in liquidazione Madrid Spain 1,021,701 EUR 45.00% Enel Green Power España SL
Enexon Hellas SA Maroussi Greece 18,771,600 EUR 100.00% Enel Green Power Hellas SA
Eolcinf - Produçao De Energia Eólica Lda Porto Portugal 5,000 EUR 51.00% Finerge-Gestao De Projectos
Energéticos SA
Eolflor - Produçao De Energia Eólica Lda Porto Portugal 5,000 EUR 51.00% Finerge-Gestao De Projectos
Energéticos SA
Erecosalz SL - in liquidazione Zaragoza Spain 18,000 EUR 33.00% Enel Green Power España SL
Essex Company LLC Boston USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Estrellada S.A. Montevideo Uruguay UYU 100.00% Enel Green Power Uruguay SA
448,000
Explotaciones Eólicas De Escucha SA Zaragoza Spain 3,505,000 EUR 70.00% Enel Green Power España SL
Explotaciones Eólicas El Puerto SA Teruel Spain 3,230,000 EUR 73.60% Enel Green Power España SL
Explotaciones Eólicas Saso Plano SA Zaragoza Spain 5,488,500 EUR 65.00% Enel Green Power España SL
Explotaciones Eólicas Sierra Costera SA Zaragoza Spain 8,046,800 EUR 90.00% Enel Green Power España SL
Explotaciones Eólicas Sierra La Virgen SA Zaragoza Spain 4,200,000 EUR 90.00% Enel Green Power España SL
Eólica Del Noroeste SL La Coruña Spain 36,100 EUR 51.00% Enel Green Power España SL
Eólica Del Principado SAU Oviedo Spain 90,000 EUR 40.00% Enel Green Power España SL
Eólica Valle Del Ebro SA Zaragoza Spain 5,559,340 EUR 50.50% Enel Green Power España SL
Eólica Zopiloapan SAPI de Cv Mexico City Mexico 1,877,201,540 MXN 56.98% Enel Green Power México Srl de Cv
Eólicas De Agaete SL Las Palmas De
Gran Canaria
Spain 240,400 EUR 80.00% Enel Green Power España SL
Eólicas De Fuencaliente SA Las Palmas De
Gran Canaria
Spain 216,360 EUR 55.00% Enel Green Power España SL
Eólicas De Fuerteventura AIE Fuerteventura -
Las Palmas
Spain EUR 40.00% Enel Green Power España SL
-
Eólicas De Lanzarote SL Las Palmas De
Gran Canaria
Spain 1,758,000 EUR 40.00% Enel Green Power España SL
Eólicas De Tenerife AIE Santa Cruz De
Tenerife
Spain 420,708 EUR 50.00% Enel Green Power España SL
Eólicas De Tirajana AIE Las Palmas De
Gran Canaria
Spain - EUR 60.00% Enel Green Power España SL
Fiesta City Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Finerge-Gestao De Projectos Energéticos
SA
Porto Portugal 750,000 EUR 100.00% Enel Green Power España SL
Florence Hills LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Fowler Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
5,000 40.00% Renovables De Guatemala SA
Fuentes Renovables de Guatemala, S.A. Guatemala Guatemala GTQ 60.00% Enel Green Power Guatemala SA
Fulcrum LLC Boise USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
GIBSON BAY WIND FARM (RF)
PROPRIETARY LIMITED
Johannesburg Republic of South Africa 1,000 ZAR 60.00% Enel Green Power RSA (Pty) Ltd
675,400 0.00% Enel Green Power International BV
GV Energie Rigenerabili ITAL-RO Srl Bucarest Romania RON 100.00% Enel Green Power Romania Srl
Gauley Hydro LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Gauley River Management Corporation Willison USA 1 USD 100.00% Enel Green Power North America Inc
Gauley River Power Partners LLC Willison USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
16,261,697 1.00% Enel Green Power Guatemala SA
Generadora De Occidente Ltda Guatemala Guatemala GTQ 99.00% Enel Green Power International BV
3,820,000 0.01% Enel Green Power Guatemala SA
Generadora Montecristo SA Guatemala Guatemala GTQ 99.99% Enel Green Power International BV
Geotermica Del Norte SA Santiago Chile 120,068,349,979 CLP 59.22% Enel Green Power Chile Ltda
Goodwell Wind Project, LLC Wilmington USA - USD 100.00% EGPNA REP Wind Holdings, LLC
Goodyear Lake Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Green Fuel Corporacion SA - in
liquidazione
Madrid Spain 1,717,050 EUR 24.24% Enel Green Power España SL
HISPANO GENERACIÓN DE ENERGÍA
SOLAR, S.L.
Jerez de los
Caballeros
(Badajoz)
Spain 3,500 EUR 51.00% Enel Green Power España SL
Hadley Ridge LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Hastings Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Helio Atacama Nueve SpA Santiago Chile 1,000,000 CLP 100.00% Enel Green Power Chile Ltda
Hidroelectricidad Del Pacifico Srl de Cv Mexico City Mexico 30,890,736 MXN 99.99% Enel Green Power México Srl de Cv
Hidroeléctrica De Ourol SL Lugo Spain 1,608,200 EUR 30.00% Enel Green Power España SL
Hidroeléctrica DonRafael, S.A. Costa Rica Costa Rica 10,000 CRC 65.00% Enel Green Power Costa Rica
High Shoals, LLC Delaware USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Highfalls Hydro Company Inc Wilmington USA - USD 100.00% Enel Green Power North America Inc
Hope Creek LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Hydro Development Group Acquisition,
LLC
Albany USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Hydro Energies Corporation Willison USA 5,000 USD 100.00% Enel Green Power North America Inc
Hydromac Energy BV Amsterdam Netherlands 18,000 EUR 100.00% Enel Green Power International BV
International Eolian Of Grammatiko SA Maroussi Greece 436,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Korinthia SA Maroussi Greece 6,471,798 EUR 100.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 1 SA Maroussi Greece 418,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 2 SA Maroussi Greece 514,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 3 SA Maroussi Greece 423,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 4 SA Maroussi Greece 465,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 5 SA Maroussi Greece 509,500 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 6 SA Maroussi Greece 447,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 7 SA Maroussi Greece 418,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Peloponnisos 8 SA Maroussi Greece 418,000 EUR 30.00% Enel Green Power Hellas SA
International Eolian Of Skopelos SA Maroussi Greece 224,000 EUR 30.00% Enel Green Power Hellas SA
Isamu Ikeda Energia SA Rio De Janeiro Brazil 61,474,476 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Italgest Energy (Pty) Ltd Johannesburg Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Jack River LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Jessica Mills LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Julia Hills LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
KAVACIK EOLIKO ENERJI ELEKTRIK ÜRETIM
VE TICARET ANONIM SIRKETI
Istanbul Turkey 9,000,000 TRY 100.00% Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
KIRKLARELI EOLIKO ENERJI ELEKTRIK
ÜRETIM VE TICARET ANONIM SIRKETI
Istanbul Turkey 5,250,000 TRY 100.00% Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
KONGUL ENERJI SANAYI VE TICARET
ANONIM SIRKETI
Istanbul Turkey 125,000,000 TRY 100.00% Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
Kelley's Falls, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Kings River Hydro Company Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Kinneytown Hydro Company Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
LaChute Hydro Company LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Lake Emily Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Lake Pulaski Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Lawrence Creek Solar, LLC Minnesota USA - USD 100.00% Aurora Distributed Solar, LLC
Lester Prairie Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Lindahl Wind Project, LLC Delaware USA - USD 100.00% Enel Kansas LLC
Little Elk Wind Holdings LLC Delaware USA - USD 100.00% Enel Kansas LLC
Little Elk Wind Project LLC Oklahoma City USA - USD 100.00% Enel Kansas LLC
Littleville Power Company Inc Boston USA 1 USD 100.00% Enel Green Power North America Inc
Lower Saranac Hydro Partners, LLC Delaware USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Lower Saranac Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Lower Valley, LLC Delaware USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Lowline Rapids, LLC Delaware usa USD 100.00% EGPNA REP Hydro Holdings, LLC
-
Mascoma Hydro Corporation Concord USA 1 USD 100.00% Enel Green Power North America Inc
Mason Mountain Wind Project LLC Wilmington USA - USD 100.00% Padoma Wind Power LLC
Matrigenix (Proprietary) Limited Houghton Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Mayhew Lake Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Metro Wind LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Mexicana de Hidroelectricidad Mexhidro
Srl de Cv
Mexico City Mexico 181,728,701 MXN 99.99% Enel Green Power México Srl de Cv
Mill Shoals Hydro Company ILLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Minicentrales Del Canal Imperial-Gallur SL Zaragoza Spain 1,820,000 EUR 36.50% Enel Green Power España SL
Missisquoi Associates LLC Los Angeles USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Molinos De Viento Del Arenal SA San Josè Costa Rica 9,709,200 USD 49.00% Enel Green Power Costa Rica
Montrose Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
NOJOLI WIND FARM (RF) PTY LTD Johannesburg Republic of South Africa 10,000,000 ZAR 60.00% Enel Green Power RSA (Pty) Ltd
Nevkan Renewables LLC Wilmington USA - USD 100.00% Enel Nevkan Inc
Newbury Hydro Company, LLC Delaware USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Newind Group Inc St. John Canada 578,192 CAD 100.00% Enel Green Power Canada Inc.
Northwest Hydro LLC Wilmington USA - USD 100.00% Chi West LLC
Notch Butte Hydro Company Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
OVACIK EOLIKO ENERJI ELEKTRIK ÜRETIM
VE TICARET ANONIM SIRKETI
Istanbul Turkey 11,250,000 TRY 100.00% Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
Odell Sponsorco, LLC Delaware USA - USD 50.00% Enel Kansas LLC
Operacion Y Mantenimiento Tierras
Morenas SA
San Josè Costa Rica 30,000 CRC 85.00% Enel Green Power Costa Rica
Origin Goodwell Holdings LLC Wilmington USA - USD 100.00% EGPNA Wind Holdings 1, LLC
Origin Wind Energy, LLC Wilmington USA - USD 100.00% Origin Goodwell Holdings LLC
Osage Wind Holdings, LLC Delaware USA - USD 100.00% Enel Kansas LLC
Osage Wind, LLC Delaware USA - USD 50.00% Osage Wind Holdings, LLC
Ottauquechee Hydro Company Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Oxagesa AIE Teruel Spain 6,010 EUR 33.33% Enel Green Power España SL
Oyster Bay Wind Farm (Pty) Ltd Cape Town Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
P.E. Cote S.A. Costa Rica Costa Rica 10,000 CRC 65.00% Enel Green Power Costa Rica
P.V. Huacas S.A. Costa Rica Costa Rica 10,000 CRC 65.00% Enel Green Power Costa Rica
420,000 1.00% Enel Green Power Desenvolvimento
Ltda
PARQUE EOLICO CURVA DOS VENTOS
LTDA
Bahia Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
PARQUE EOLICO ENGENHO GERADORA 685,423 1.00% Enel Green Power Desenvolvimento
Ltda
DE ENERGIA LTDA. Fortaleza Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
5,091,945 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
PARQUE EOLICO FONTES DOS VENTOS
LTDA
Recife Brazil BRL 0.04% Enel Green Power Desenvolvimento
Ltda
566,347 1.00% Enel Green Power Desenvolvimento
Ltda
PARQUE EOLICO OUROVENTOS LTDA. Bahia Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
940,567 1.00% Enel Green Power Desenvolvimento
Ltda
PARQUE EÓLICO SERRA AZUL LTDA. Bahia Brazil BRL 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
440,267 99.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
PARQUE EÓLICO VENTANIA GERADORA
DE ENERGIA LTDA
Fortaleza Brazil BRL 1.00% Enel Green Power Desenvolvimento
Ltda
PH Chucas SA San Josè Costa Rica 100,000 CRC 40.31% Enel Green Power Costa Rica
PH Don Pedro SA San Josè Costa Rica 100,001 CRC 33.44% Enel Green Power Costa Rica
PH Guacimo SA San Josè Costa Rica 50,000 CRC 65.00% Enel Green Power Costa Rica
PH Rio Volcan SA San Josè Costa Rica 100,001 CRC 34.32% Enel Green Power Costa Rica
Padoma Wind Power LLC Los Angeles USA - USD 100.00% Enel Green Power North America Inc
Palo Alto Farms Wind Project, LLC Dallas USA - USD 100.00% Enel Kansas LLC
Pampa Solar Norte Cuatro SpA Santiago Chile 1,000,000 CLP 100.00% Helio Atacama Nueve SpA
Pampa Solar Norte Dos SpA Santiago Chile 1,000,000 CLP 100.00% Helio Atacama Nueve SpA
Pampa Solar Norte Uno SpA Santiago Chile 1,000,000 CLP 100.00% Helio Atacama Nueve SpA
Papeleira Portuguesa SA Sao Paio De
Oleiros
Portugal 916,229 EUR 2.62% TP - Sociedade Térmica Portuguesa SA
Paravento SL Lugo Spain 3,006 EUR 90.00% Enel Green Power España SL
Parc Eolic Els Aligars SL Barcellona Spain 1,313,100 EUR 30.00% Enel Green Power España SL
Parc Eolic La Tossa-La Mola D'en Pascual
SL
Barcellona Spain 1,183,100 EUR 30.00% Enel Green Power España SL
Parque Eolico De Belmonte SA Madrid Spain 120,400 EUR 50.16% Enel Green Power España SL
20,878,010,000 99.99% Enel Green Power Chile Ltda
Parque Eolico Taltal SA Santiago Chile CLP 0.01% Enel Green Power Latin America Ltda
Parque Eólico A Capelada AIE Santiago De
Compostela
Spain 5,857,586 EUR 100.00% Enel Green Power España SL
Parque Eólico Carretera De Arinaga SA Las Palmas De
Gran Canaria
Spain 1,603,000 EUR 80.00% Enel Green Power España SL
Parque Eólico De Aragón AIE Zaragoza Spain 601,000 EUR 80.00% Enel Green Power España SL
Parque Eólico De Barbanza SA La Coruña Spain 3,606,000 EUR 75.00% Enel Green Power España SL
Parque Eólico De Gevancas SA Porto Portugal 50,000 EUR 100.00% Finerge-Gestao De Projectos
Energéticos SA
Parque Eólico De San Andrés SA La Coruña Spain 552,920 EUR 82.00% Enel Green Power España SL
Parque Eólico De Santa Lucía SA Las Palmas De
Gran Canaria
Spain 901,500 EUR 65.67% Enel Green Power España SL
Parque Eólico Do Alto Da Vaca Lda Porto Portugal 125,000 EUR 75.00% Finerge-Gestao De Projectos
Energéticos SA
Parque Eólico Do Vale Do Abade Lda Porto Portugal 5,000 EUR 51.00% Finerge-Gestao De Projectos
Energéticos SA
Parque Eólico Finca De Mogán SA Las Palmas De
Gran Canaria
Spain 3,810,340 EUR 90.00% Enel Green Power España SL
Parque Eólico Montes De Las Navas SA Madrid Spain 6,540,000 EUR 75.50% Enel Green Power España SL
Parque Eólico Punta De Teno SA Tenerife Spain 528,880 EUR 52.00% Enel Green Power España SL
Parque Eólico Renaico SpA Santiago Chile 1,000,000 CLP 100.00% Enel Green Power Chile Ltda
50,000 50.00% Finerge-Gestao De Projectos
Energéticos SA
Parque Eólico Serra Da Capucha SA Porto Portugal EUR 50.00% TP - Sociedade Térmica Portuguesa SA
Parque Eólico Sierra Del Madero SA Soria Spain 7,193,970 EUR 58.00% Enel Green Power España SL
566,096,564 0.01% Enel Green Power Latin America Ltda
Parque Eólico Valle de los Vientos SA Santiago Chile CLP 99.99% Enel Green Power Chile Ltda
Parque Solar Carrera Pinto S.A. Santiago Chile 10,000,000 CLP 99.00% Enel Green Power Chile Ltda
Parque Talinay Oriente SA Santiago Chile 66,092,165,171 CLP 60.92% Enel Green Power Chile Ltda
Paynesville Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Pelzer Hydro Company LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Pine Island Distributed Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Pipestone Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Planta Eólica Europea SA Siviglia Spain 1,198,530 EUR 56.12% Enel Green Power España SL
Prairie Rose Transmission, LLC Minneapolis USA - USD 100.00% Prairie Rose Wind, LLC
Prairie Rose Wind, LLC New York USA - USD 75.00% Enel Kansas LLC
Primavera Energia SA Rio De Janeiro Brazil 36,965,445 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Productor Regional De Energia Renovable
SA
Valladolid Spain 710,500 EUR 85.00% Enel Green Power España SL
Productor Regional De Energía Renovable
III SA
Valladolid Spain 88,398 EUR 82.89% Enel Green Power España SL
Productora De Energías SA Barcellona Spain 30,050 EUR 30.00% Enel Green Power España SL
Promociones Energeticas Del Bierzo SL Ponferrada Spain 12,020 EUR 100.00% Enel Green Power España SL
Proveedora de Electricidad de Occidente
Srl de Cv
Città Del Mexico Mexico 89,708,735 MXN 99.99% Enel Green Power México Srl de Cv
Proyecto Eólico El Pedregal S.A. Costa Rica Costa Rica 10,000 CRC 65.00% Enel Green Power Costa Rica
Proyectos Universitarios De Energias
Renovables SL
Alicante Spain 180,000 EUR 33.33% Enel Green Power España SL
Pulida Energy (RF) Proprietary Limited Houghton Republic of South Africa 10,000,000 ZAR 52.70% Enel Green Power RSA (Pty) Ltd
Pyrites Hydro, LLC New York USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Quatiara Energia SA Rio De Janeiro Brazil 16,566,511 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Rattlesnake Creek Wind Project LLC Lincoln USA - USD 100.00% Enel Kansas LLC
1,924,465,600 0.01% Enel Green Power Guatemala SA
Renovables De Guatemala SA Guatemala Guatemala GTQ 42.83% Enel Green Power International BV
Rock Creek Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Rock Creek Wind Project, LLC Clayton USA - USD 100.00% Enel Kansas LLC
Rocky Caney Wind LLC New York USA - USD 100.00% Enel Kansas LLC
Rocky Ridge Wind Project LLC Oklahoma City USA - USD 100.00% Rocky Caney Wind LLC
Ruthton Ridge LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Salmon Falls Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Salto De San Rafael SL Siviglia Spain 461,410 EUR 50.00% Enel Green Power España SL
San Juan Mesa Wind Project II LLC Wilmington USA - USD 100.00% Padoma Wind Power LLC
Santo Rostro Cogeneración SA - in
liquidazione
Siviglia Spain 207,000 EUR 45.00% Enel Green Power España SL
Scandia Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Se Hazelton A.LLC Los Angeles USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Sealve - Sociedade Eléctrica De Alvaiázere
SA
Porto Portugal 50,000 EUR 100.00% Finerge-Gestao De Projectos
Energéticos SA
Serra Do Moncoso Cambas SL La Coruña Spain 3,125 EUR 100.00% Enel Green Power España SL
Servicio de Operación y Mantenimiento
para Energías Renovables Srl de Cv
Mexico City Mexico MXN 0.01% Enel Green Power Guatemala SA
3,000 0.01% Energia Nueva Energia Limpia Mexico
Srl de Cv
Sisconer - Exploraçao De Sistemas De
Conversao De Energia Lda
Porto Portugal 5,000 EUR 55.00% Finerge-Gestao De Projectos
Energéticos SA
Sistema Eléctrico de Conexión Montes
Orientales SL
Granada Spain 44,900 EUR 16.70% Enel Green Power España SL
Sistema Eléctrico de Conexión Valcaire SL Madrid Spain 175,200 EUR 28.13% Enel Green Power España SL
Sistemas Energeticos Mañón Ortigueira
SA
La Coruña Spain 2,007,750 EUR 96.00% Enel Green Power España SL
Slate Creek Hydro Associates LP Los Angeles USA - USD 95.00% Slate Creek Hydro Company LLC
Slate Creek Hydro Company LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Smoky Hills Wind Farm LLC Topeka USA - USD 100.00% Texkan Wind LLC
Smoky Hills Wind Project II LLC Topeka USA - USD 100.00% Nevkan Renewables LLC
Snyder Wind Farm LLC Dallas USA - USD 100.00% Texkan Wind LLC
Socibe Energia SA Rio De Janeiro Brazil 19,969,032 BRL 100.00% ENEL GREEN POWER BRASIL
PARTICIPAÇÕES LTDA
Sociedad Eólica De Andalucía SA Siviglia Spain 4,507,591 EUR 64.74% Enel Green Power España SL
Sociedad Eólica El Puntal SL Siviglia Spain 1,643,000 EUR 50.00% Enel Green Power España SL
Sociedad Eólica Los Lances SA Cadiz Spain 2,404,048 EUR 60.00% Enel Green Power España SL
Soliloquoy Ridge LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Somersworth Hydro Company Inc Wilmington USA 100 USD 100.00% Enel Green Power North America Inc
Sotavento Galicia SA Santiago De
Compostela
Spain 601,000 EUR 36.00% Enel Green Power España SL
Southwest Transmission LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Spartan Hills LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Stipa Nayaá SA de Cv Colonia
Cuauhtémoc
Mexico 1,811,016,348 MXN 55.21% Enel Green Power México Srl de Cv
Summit Energy Storage Inc Wilmington USA 2,050,000 USD 75.00% Enel Green Power North America Inc
Sun River LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Sweetwater Hydroelectric LLC Concord USA - USD 100.00% Enel Green Power North America Inc
TOBIVOX (RF) PTY LTD Houghton Republic of South Africa 10,000,000 ZAR 60.00% Enel Green Power RSA (Pty) Ltd
TP - Sociedade Térmica Portuguesa SA Lisbona Portugal 3,750,000 EUR 100.00% Finerge-Gestao De Projectos
Energéticos SA
Tecnoguat SA Guatemala Guatemala 30,948,000 GTQ 75.00% Enel Green Power International BV
Termotec Energía AIE - in liquidazione Valencia Spain 481,000 EUR 45.00% Enel Green Power España SL
Texkan Wind LLC Wilmington USA - USD 100.00% Enel Texkan Inc
Tko Power LLC Los Angeles USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Toledo Pv AEIE Madrid Spain 26,890 EUR 33.33% Enel Green Power España SL
Tradewind Energy, Inc. Wilmington USA 200,000 USD 19.90% Enel Kansas LLC
233,561,800 100.00% Enel Green Power International BV
Transmisora de Energia Renovable SA Guatemala Guatemala GTQ 0.00% Enel Green Power Guatemala SA
- 98.00% Highfalls Hydro Company Inc
Triton Power Company New York USA USD 2.00% Enel Green Power North America Inc
Tsar Nicholas LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Twin Falls Hydro Associates Seattle USA - USD 99.51% Twin Falls Hydro Company LLC
Twin Falls Hydro Company LLC Wilmington USA - USD 100.00% EGPNA REP Hydro Holdings, LLC
Twin Lake Hills LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Twin Saranac Holdings LLC Wilmington USA - USD 100.00% Enel Green Power North America Inc
Ufefys SL - in liquidazione Aranjuez Spain 304,150 EUR 40.00% Enel Green Power España SL
Ukuqala Solar Proprietary Limited Johannesburg Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Upington Solar (Pty) Ltd Johannesburg Republic of South Africa 1,000 ZAR 100.00% Enel Green Power RSA (Pty) Ltd
Vektör Enerji Üretim Anonim Sirketi Istanbul Turkey 740,000 TRY 100.00% Enel Green Power International BV
813,702,087 99.99% Enel Green Power México Srl de Cv
Vientos del Altiplano, S. de R.L. de C.V. Mexico Mexico MXN 0.01% Hidroelectricidad Del Pacifico Srl de Cv
WP Bulgaria 1 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 10 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 11 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 12 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 13 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 14 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 15 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 19 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 21 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 26 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 3 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 6 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 8 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
WP Bulgaria 9 EOOD Sofia Bulgaria 5,000 BGN 100.00% Enel Green Power Bulgaria EAD
Walden, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
Waseca Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
West Faribault Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
West Hopkinton Hydro, LLC Delaware USA - USD 100.00% Enel Green Power North America Inc
West Waconia Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Western New York Wind Corporation Albany USA 300 USD 100.00% Enel Green Power North America Inc
Willimantic Power Corporation Hartford USA 1,000 USD 100.00% Enel Green Power North America Inc
Wind Park Of Koryfao SA Maroussi Greece 60,000 EUR 100.00% Enel Green Power Hellas SA
Wind Parks Of Bolibas SA Maroussi Greece 551,500 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Distomos SA Maroussi Greece 556,500 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Folia SA Maroussi Greece 424,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Gagari SA Maroussi Greece 389,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Goraki SA Maroussi Greece 551,500 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Gourles SA Maroussi Greece 555,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Kafoutsi SA Maroussi Greece 551,500 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Korinthia SA Maroussi Greece 3,504,500 EUR 100.00% Enel Green Power Hellas SA
Wind Parks Of Mirovigli SA Maroussi Greece 225,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Petalo SA Maroussi Greece 575,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Skoubi SA Maroussi Greece 472,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Strouboulas SA Maroussi Greece 576,500 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Trikorfo SA Maroussi Greece 260,000 EUR 29.25% Enel Green Power Hellas SA
Wind Parks Of Vitalio SA Maroussi Greece 361,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks Of Vourlas SA Maroussi Greece 554,000 EUR 30.00% Enel Green Power Hellas SA
Wind Parks of Anatoli-Prinia SA Maroussi Greece 1,110,400 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Kathara SA Maroussi Greece 296,500 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Kerasia SA Maroussi Greece 252,000 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Milia SA Maroussi Greece 399,000 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Mitika SA Maroussi Greece 255,500 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Paliopirgos SA Maroussi Greece 200,000 EUR 80.00% Enel Green Power Hellas SA
Wind Parks of Platanos SA Maroussi Greece 179,000 EUR 100.00% Enel Green Power Hellas SA
Wind Parks of Spilia SA Maroussi Greece 496,100 EUR 100.00% Enel Green Power Hellas SA
Winter's Spawn LLC Minneapolis USA - USD 51.00% Chi Minnesota Wind LLC
Wyoming Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Yedesa-Cogeneración SA - in liquidazione Almería Spain 234,000 EUR 40.00% Enel Green Power España SL
Zumbrota Solar, LLC Delaware USA - USD 100.00% Aurora Distributed Solar, LLC
Country ISSUING EXPIRING APPLICANT BENEFICIARY CURRENCY AMOUNT FINANCIAL AMOUNT Sept
DATE DATE (CURRENCY) INSTITUTION (EUR)
Brazil May 9, Open EGP Spa IFC USD EGP SPA
2014 ended 300,000,000 267,498,885
Brazil November Open EGP Spa Itau USD EGP SPA
24, 2014 ended 180,000,000 160,499,331
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP
SPA
2015 Delfina D Eólica Energia Eolica Ltda 90,600,000 22,276,315
S.A
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP SPA
2015 Delfina E Eólica Energia Eolica Ltda 90,600,000 22,276,315
S.A
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP SPA
2015 Delfina A Eólica Energia Eolica Ltda 84,560,000 20,791,227
S.A
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP SPA
2015 Delfina A Eólica Energia Eolica Ltda 84,560,000 20,791,227
S.A
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP SPA
2015 Delfina B Eólica Energia Eolica Ltda 84,560,000 20,791,227
S.A
Brazil March 2, 4/30/2017 Enel Green Power Vestas do Brasil BRL EGP SPA
2015 Delfina A Eólica Energia Eolica Ltda 84,560,000 20,791,227
S.A
Brazil May 30,
2015
1/20/2016 ENEL GREEN
POWER
ESPERANÇA
EÓLICA S/A
ENEL GREEN
POWER
ESPERANÇA
EÓLICA S/A
MERCURIUS
ENGENHARIA S.A.,
BRL 40,000,000 EGP SPA 9,835,018
Brazil March 2,
2015
4/30/2017 Enel Green Power
Delfina C Eólica
S.A
Vestas do Brasil
Energia Eolica Ltda
BRL 24,160,000 EGP SPA 5,940,351
Chile May 30,
2015
4/15/2016 Parque Eolico
Renaico
Cobra Chile
Servicios S.A
CLP 11,000,000,000 EGP SPA 14,096,299
Chile April 30,
2015
1/16/2016 Parque Eólico
Taltal S.A.,
Energía Eólica CJR
Wind
CLP 3,300,000,000 EGP SPA 4,228,890
Chile December
11, 2013
Open
Ended
Enel Green Power
Chile Limitada
BBVA USD 180,000,000 EGP SPA 160,499,331
Chile December
3, 2014
Open
ended
Empresa Electrica
Panguipulli S.A.
BBVA USD 180,000,000 EGP SPA 160,499,331
Chile March 12,
2015
1/16/2016 Parque Eólico
Renaico SpA
Vestas Chile
Turbinas Eólicas
Limitada
USD 130,000,000 EGP SPA 115,916,184
Chile March 15, Open Enel Latin America BBVA USD EGP SPA
2013 ended (Chile) Limitada 120,000,000 106,999,554
Chile July 30,
2013
10/30/2018 Enel Latin America
(Chile) Limitada
Banco de Credito y
Inversiones
USD 120,000,000 EGP SPA 106,999,554
Chile August 25,
2015
2/16/2016 Panguipulli Prodiel Agencia en
chile
CLP 78,000,000 EGP SPA 99,956
Chile August 25,
2015
2/16/2016 Panguipulli Prodiel Agencia en
chile
USD 57,000,000 EGP SPA 50,824,788
Chile July 24,
2015
5/15/2016 Parque Eolico
Renaico SPA
Progetti
Internatinal Chile
S.p.A
USD 54,000,000 EGP SPA 48,149,799
Chile July 24,
2015
5/15/2016 Parque Eolico
Renaico SPA
Vestas Chile
Turbinas Eolicas
Ltda
USD 40,000,000 EGP SPA 35,666,518
Chile March 12,
2015
Open
ended
Renaico Vestas Chile
Turbinas Eólicas
Limitada
USD 32,064,750 EGP SPA 28,590,950
Chile May 30,
2015
1/16/2016 Parque Eolico
Renaico
GES USD 28,525,480 EGP SPA 25,435,114
Chile July 24,
2015
2/15/2016 Parque Eolico
Renaico
Prodiel Agencia en
chile
USD 13,000,000 EGP SPA 11,591,618
Chile July 24,
2015
5/15/2016 Parque Eolico
Renaico
Cobra Chile
Servicios S.A.
CLP 13,000,000,000 EGP SPA 16,659,262
Chile May 30, 1/15/2016 Parque Eolico Prodiel USD EGP SPA
2015 Renaico 9,000,000 8,024,967
Chile July 2, 2015 12/31/2015 Panguipulli Elettronica USD EGP SPA
Santerno SpA 8,329,364 7,426,985
Chile March 12, Open Renaico Santerno USD EGP SPA
2015 ended 8,209,833 7,320,404
Chile February 3/20/2016 Renaico Elettronica USD EGP SPA
26, 2015 Santerno SpA 8,025,480 7,156,023
Chile July 6, 2015 5/15/2016 Parque Eolico GES Siemsa SA USD EGP SPA
Renaico SPA 5,200,000 4,636,647
Chile August 4, 5/15/2016 Empresa Electrica GES Siemsa SA USD EGP SPA
2015 Panguipulli S.A. 5,000,000 4,458,315
Chile July 27, 2/15/2016 Parque Eolico Prodiel Agencia en USD EGP SPA
2015 Renaico SPA chile 3,000,000 2,674,989
Chile July 30, 12/31/2015 Empresa Electrica Chint Electric USD EGP SPA
2015 Panguipulli S.A. International Co Ltd 2,441,174 2,176,704
Egp September 3/27/2026 EGP Santander EUR EGP SPA
international 28, 2015 INTERNATIONAL 201,087,911 201,087,911
Egp May 29, 4/26/2024 Enel Green Power Eksport Kredit EUR EGP SPA
international 2015 International BV Fonden 197,217,391 197,217,391
Egp June 30, 12/16/2025 Enel Green Power Eksport Kredit EUR EGP SPA
international 2015 International BV Fonden 127,826,087 127,826,087
Egp September 12/19/2024 Enel Green Power Eksport Kredit EUR EGP SPA
international 1, 2015 International BV Fonden 121,916,667 121,916,667
Egp April 20, 10/19/2023 Enel Green Power Eksport Kredit EUR EGP SPA
international 2015 International BV Fonden 111,265,000 111,265,000
Greece December Open EGP HELLAS (100% NATIONAL BANK OF EUR EGP SPA
17, 2010 ended EGP Spa) GREECE 6,542,760 6,542,760
Greece December Open EGP HELLAS (100% HSBC EUR EGP SPA
18, 2014 ended EGP Spa) 5,250,000 5,250,000
Greece December Open EGP HELLAS (100% NATIONAL BANK OF EUR EGP SPA
17, 2010 ended EGP Spa) GREECE 3,754,560 3,754,560
Greece December Open EGP HELLAS (100% NATIONAL BANK OF EUR EGP SPA
17, 2010 ended EGP Spa) GREECE 3,285,240 3,285,240
Mexico December Open Enel Green Power BBVA USD EGP SPA
20, 2013 Ended Mexico, S.DE R.L. 180,000,000 160,499,331
DE C.V
Mexico June 18, open EGP SPA Banco Santader USD EGP SPA
2015 ended 166,632,951 148,580,429
Mexico November 11/05/2030 EGP SPA Banco Santader USD EGP SPA
5, 2014 156,646,554 139,675,928
Mexico June 14, 6/14/2019 INELEC (Sureste
-
BBVA USD EGP SPA
2013 La Mata) 120,000,000 106,999,554
Mexico December Open Impulsora International USD EGP SPA
7, 2012 ended Nacional de American 114,000,000 101,649,576
Electricidad S de
RL De CV Development Bank
North america June 9,
2015
Open
ended
Osage JPM USD 167,000,000 EGP SPA 148,907,713
North america September
1, 2015
Open
ended
Drift Sand Vestas USD 109,673,962 EGP SPA 97,792,209
North america June 15,
2014
Open
ended
Enel Green Power
NA, Inc, USA
General Electric
Company
USD 74,717,440 EGP SPA 66,622,773
North america June 30,
2014
Open
Ended
Buffalo Dunes
Wind Project, LLC
JPM Capital
Corporation, Wells
Fargo Wind
Holdings LLC,
Metropolitan Life
Insurance
Company, State
Street Bank and
Trust
USD 38,911,500 EGP SPA 34,695,943
North america June 30,
2014
Open
ended
Chisholm View JPM Capital
Corporation, Wells
Fargo Wind
Holdings LLC, and
Met Life Capital
Credit L.P
USD 33,538,200 EGP SPA 29,904,770
North america September
4, 2014
9/30/2015 EGP NA IEA Renewable
Energy
USD 30,000,000 EGP SPA 26,749,889
North america June 30,
2014
Open
ended
Prairie Rose JPM Capital
Corporation, Wells
Fargo Wind
Holdings LLC, and
Met Life Capital
Credit L.P
USD 27,825,825 EGP SPA 24,811,257
North america October 1,
2015
Open
Ended
Enel Green Power
NA, Inc, USA
RES America
Construction Inc
USD 26,200,000 EGP SPA 23,361,569
North america October 1,
2015
open
ended
Little elk RES America
construction
USD 23,500,000 EGP SPA 20,954,079
North america November
20, 2014
Open
ended
EGP NA JPM Capital
Corporation
USD 21,389,190 EGP SPA 19,071,948
North america June 30,
2015
Open
Ended
EGP NORTH
AMERICA
EFS GREEN POWER
HOLDINGS LLC
USD 19,600,000 EGP SPA 17,476,594
North america June 30,
2014
Open
ended
Enel Green Power
NA, Inc, USA
JPM Capital
Corporation, Wells
Fargo Wind
Holdings LLC, and
Met Life Capital
Credit L.P
USD 18,919,320 EGP SPA 16,869,657
North america February
20, 2014
6/13/2099 Enel Green Power
NA, Inc, USA
JPM Capital
Corporation, Wells
Fargo Wind
Holdings LLC, and
Met Life Capital
Credit L.P
USD 9,656,969 EGP SPA 8,610,762
North america July 1, 2015 open Osage GE Investor USD EGP SPA
ended 7,315,000 6,522,514
North america January 1, Open Origin Wind Res America USD EGP SPA
2015 Ended Energy, LLC Costruction Inc 4,300,000 3,834,151
North america August 30, 8/30/2099 Prairie Rose GE Investor USD 2,981,000 EGP SPA
2012 2,658,047
North america June 30, Open Enel Green Power EFS Buffalo Dunes USD 2,800,000 EGP SPA
2014 ended NA, Inc, USA LLC (General 2,496,656
Electric Financial
Service)
North america October 1, Open EGP NA IEA Renewable USD 2,500,000 EGP SPA
2015 ended Energy 2,229,157
North america June 30, Open Chisholm View General Electric USD 2,352,000 EGP SPA
2014 ended Company 2,097,191
South africa December Open Electra Capital Nedbank Limited+ ZAR 1,319,433,129 EGP SPA
10, 2014 ended (Pty) Ltd ABSA 88,790,924
South africa December Open Electra Capital Nedbank Limited+ ZAR 813,649,808 EGP SPA
10, 2014 ended (Pty) Ltd ABSA 54,754,361
South africa December Open Electra Capital Nedbank Limited+ ZAR 623,230,928 EGP SPA
10, 2014 ended (Pty) Ltd ABSA 41,940,170
South africa December Open Electra Capital Nedbank Limited+ ZAR 563,959,763 EGP SPA
10, 2014 ended (Pty) Ltd ABSA 37,951,532
South africa December Open Electra Capital Nedbank Limited+ ZAR 547,518,210 EGP SPA
10, 2014 ended (Pty) Ltd ABSA 36,845,102
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 494,096,381 EGP SPA 33,250,093
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 354,406,134 EGP SPA 23,849,673
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 265,804,600 EGP SPA 17,887,254
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 234,543,986 EGP SPA 15,783,579
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 231,782,526 EGP SPA 15,597,747
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 189,636,036 EGP SPA 12,761,510
South africa December
10, 2014
Open
ended
Electra Capital
(Pty) Ltd
Nedbank Limited+
ABSA
ZAR 182,664,049 EGP SPA 12,292,332
South africa February
25, 2015
open
ended
Gibson Bay Nordex Energy USD 98,669,394 EGP SPA 87,979,843
Uruguay June 24,
2014
5/2/2018 Bosmat S.A. Nordex USA Inc and
Nordex Energy
Uruguay S.A
USD 59,214,100 EGP SPA 52,799,019
Uruguay June 22,
2015
Open
ended
Estrellada Electaparc USD 9,189,040 EGP SPA 8,193,527
Uruguay July 30,
2014
08/31/2015 Bosmat S.A. JUWI
ENERGIEPROJEKTE
GMBH
USD 3,465,000 EGP SPA 3,089,612
Brazil February
23, 2015
5/15/2018 EGP Ituverava
Norte S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil February
23, 2015
5/15/2018 EGP Ituverava
Norte S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 EGP Ituverava
S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 EGP Ituverava
S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 EGP Ituverava Sul
S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 EGP Ituverava Sul
S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 EGP Ituverava Sul
S.A.
CCEE BRL 7,831,800 DEUTSCHE
BANK
1,925,647
Brazil March 20,
2015
3/30/2018 Delfina B ANEEL BRL 6,000,000 Banco
Santander
1,475,253
Brazil March
20,
2015
3/30/2018 Delfina C ANEEL BRL 6,000,000 Banco
Santander
1,475,253
Brazil March 20,
2015
3/30/2018 Delfina D ANEEL BRL 6,000,000 Banco
Santander
1,475,253
Brazil March 20,
2015
3/30/2018 Delfina E ANEEL BRL 6,000,000 Banco
Santander
1,475,253
Brazil April 1,
2015
5/1/2018 EGP Boa Vista
Eólica S/A
ANEEL BRL 6,000,000 Banco
Santander
1,475,253
Brazil March 20, 3/30/2018 Enel Green Power CCEE BRL 5,657,721 DEUTSCHE
2015 Delfina A Eólica
S.A.
BANK 1,391,095
Brazil March 20,
2015
3/30/2018 Enel Green Power
Delfina A Eólica
S.A.
CCEE BRL 5,657,721 DEUTSCHE
BANK
1,391,095
Brazil March 20,
2015
3/30/2018 Enel Green Power
Delfina A Eólica
S.A.
CCEE BRL 5,657,721 DEUTSCHE
BANK
1,391,095
Brazil March 20,
2015
5/1/2018 Enel Green Power
São Abraão Eólica
S.A
ANEEL BRL 5,600,000 Banco
Santander
1,376,902
Brazil October 20,
2014
11/30/2015 EGP Sao Judas
Eolica
ANEEL BRL 5,176,800 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
1,272,848
Brazil October 20,
2014
12/31/2015 EGP Cristal Eolica ANEEL BRL 5,020,200 BANCO
BILBAO
VIZCAYA
ARGENTARIA
1,234,344
S.A.
Brazil December
1, 2010
11/30/2015 EGP Primavera
Eolica
ANEEL BRL 4,951,800 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
1,217,526
Brazil August 17,
2015
4/25/2016 ENEL GREEN
POWER BRASIL
PARTICIPAÇÕES
LTDA
CCEE BRL 1,656,000 Banco
Santander
407,170
Brazil August 17,
2015
4/25/2016 ENEL GREEN
POWER BRASIL
PARTICIPAÇÕES
LTDA
CCEE BRL 1,656,000 Banco
Santander
407,170
Brazil August 17,
2015
4/25/2016 ENEL GREEN
POWER BRASIL
PARTICIPAÇÕES
LTDA
CCEE BRL 1,637,700 Banco
Santander
402,670
Brazil August 17,
2015
4/25/2016 ENEL GREEN
POWER BRASIL
PARTICIPAÇÕES
LTDA
CCEE BRL 1,566,756 Banco
Santander
385,227
Brazil August 17,
2015
4/25/2016 ENEL GREEN
POWER BRASIL
PARTICIPAÇÕES
LTDA
CCEE BRL 1,566,756 Banco
Santander
385,227
Brazil August 17, 4/25/2016 ENEL GREEN CCEE BRL 1,552,008 Banco
2015 POWER BRASIL Santander 381,601
PARTICIPAÇÕES
LTDA
Brazil August 17, 4/25/2016 ENEL GREEN CCEE BRL 1,552,008 Banco
2015 POWER BRASIL Santander 381,601
PARTICIPAÇÕES
LTDA
Brazil March 15, 3/11/2015 Enel Green Power CHESF
-
Companhia
BRL 1,500,000 Banco
2012 Primavera Eólica Hidro Elétrica do Santander 368,813
S/A São Francisco
Brazil March 15, 3/11/2015 Enel Green Power CHESF
-
Companhia
BRL 1,500,000 Banco
2012 Cristal Eolica (99% Hidro Elétrica do Santander 368,813
Enel Brazil São Francisco
Partecipaoes 1%
EGP
Desenvolvimiento)
Brazil March 15, 3/11/2015 Enel Green Power CHESF
-
Companhia
BRL 1,500,000 Banco
2012 São Judas Eólica Hidro Elétrica do Santander 368,813
S/A São Francisco
Brazil November 5/18/2015 Enel Green Power BRL 1,131,544 Banco
17, 2014 Brasil Paricipaçoes Santander 278,219
Ltda
Brazil November 5/18/2015 Enel Green Power BRL 1,131,544 Banco
17, 2014 Brasil Paricipaçoes Santander 278,219
Ltda
Brazil November 5/18/2015 Enel Green Power BRL 1,131,544 Banco
17, 2014 Brasil Paricipaçoes Santander 278,219
Ltda
Brazil March 7, 11/25/2015 Fontes dos Ventos Agencia de BRL 1,100,000 Intesa
2014 Solar (99% owned Desenvolvimento Sanpaolo 270,463
by Enel Brasil Economico de S.p.A.
Participacoes Ltda Pernambuco
- 1% owned by
Endesa Brasil S.A.)
Brazil March 7, 11/25/2015 Fontes dos Ventos Agencia de BRL 1,100,000 Intesa
2014 Solar (99% owned Desenvolvimento Sanpaolo 270,463
by Enel Brasil Economico de S.p.A.
Participacoes Ltda Pernambuco
- 1% owned by
Endesa Brasil S.A.)
Brazil October 15, 5/7/2015 EGP Brasil CCEE
-
Câmara de
BRL 1,059,043 Banco
2014 Comercialização de Santander 260,393
Energia Elétrica
Brazil November 5/18/2015 Enel Green Power Camara De BRL 1,058,043 Banco
17, 2014 Participaçoes Ltda Comercializaçao De Santander 260,147
Energia (CCEE)
Brazil November 5/18/2015 Enel Green Power Camara De BRL 1,008,812 Banco
17, 2014 Participaçoes Ltda Comercializaçao De Santander 248,042
Energia (CCEE)
Brazil November 5/18/2015 Enel Green Power Camara De BRL 1,008,812 Banco
17, 2014 Participaçoes Ltda Comercializaçao De Santander 248,042
Energia (CCEE)
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 1,008,812 Banco
Santander
248,042
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 1,008,812 Banco
Santander
248,042
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 1,008,812 Banco
Santander
248,042
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 994,478 Banco
Santander
244,518
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 930,923 Banco
Santander
228,891
Brazil November
17, 2014
5/18/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 803,783 Banco
Santander
197,630
Brazil August 17,
2015
4/25/2016 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
Energia (CCEE)
BRL 787,054 Banco
Santander
193,517
Brazil November
17, 2014
11/20/2015 Enel Green Power
Participaçoes Ltda
Camara De
Comercializaçao De
BRL 522,552 Banco
Santander
128,483
Energia (CCEE)
Chile August 13,
2014
8/31/2015 Enel Chile Ministerio de
Bienes Nacionales
USD 5,075,000 Banco
Santander
4,525,189
Chile September
9, 2014
5/10/2017 EGP Chile Camara de
Comercializacao de
Energia Electrica
(CCEE)
UF 35,280 Banco
Santander
1,139,047
Chile February 5,
2015
3/30/2017 EGP Chile Ministerio de
Bienes Nacionales
UF 34,137 Banco
Santander
1,102,128
Chile June 12,
2014
8/29/2016 Almeyda Solar Secretaria Regional
Ministerial de
Bienes Nacionales
UF 32,353 Banco
Santander
1,044,550
Chile August 17,
2015
9/30/2017 Enel Green
Power
Chile Ltda
Secretaria Reginal
Ministerial de BN,
Atacama
UF 29,757 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
960,730
Chile August 17,
2015
8/30/2017 Enel Green Power
Chile Ltda
Secretaria Reginal
Ministerial de BN,
Atacama
UF 28,808 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
930,106
Chile August 17,
2015
8/30/2017 Enel Green Power
Chile Ltda
Secretaria Reginal
Ministerial de BN,
Atacama
UF 27,491 BANCO
BILBAO
VIZCAYA
887,584
ARGENTARIA
S.A.
Chile July 30, 9/30/2018 Crucero Oeste Ministerio de UF 21,364 Banco
2014 Uno Bienes nacionales Santander 689,756
Chile October 30, 1/4/2019 Crucero este 1 Ministerio de Uf 18,292 Banco
2014 Bienes Nacionales Santander 590,574
Chile July 30, 9/30/2018 Crucero Oeste Ministerio de UF 17,978 Banco
2014 Tres Bienes nacionales Santander 580,436
Chile July 30, 9/30/2018 Crucero Oeste Ministerio de UF 16,161 Banco
2014 Cuatro Bienes nacionales Santander 521,773
Chile July 30, 9/30/2018 Crucero Oeste Dos Ministerio de UF 15,404 Banco
2014 Bienes nacionales Santander 497,332
Chile January 30, 4/30/2017 EGP Chile Ministerio de UF 13,356 Intesa
2015 Bienes Nacionales Sanpaolo 431,211
S.p.A.
Chile April 1, 9/30/2015 Empresa Electrica Sociedad UF 5,000 Intesa
2015 Panguipulli SA Concesionaria Elqui Sanpaolo 161,430
RUT 96.524.140-K SA RUT 96.826.380- S.p.A.
3
Chile April 1, 9/30/2015 Parque Talinay Sociedad UF 5,000 Intesa
2015 Oriente SA RUT Concesionaria Elqui Sanpaolo 161,430
76.126.507-5 SA RUT 96.826.380- S.p.A.
3
Chile July 30, 9/30/2018 Crucero Oeste Ministerio de UF 1,461 Banco
2014 Cinco Bienes nacionales Santander 47,170
Chile April 17, 10/30/2015 Enel Green Power Secretaria Regional UF 934 BANCO
2015 Chile Limitada Ministerial de BILBAO 30,159
Bienes Nacionales, VIZCAYA
Region de ARGENTARIA
Antofagasta S.A.
61.402.000-8
Chile April 17, 10/30/2015 Enel Green Power Secretaria Regional UF 915 BANCO
2015 Chile Limitada Ministerial de BILBAO 29,549
Bienes Nacionales, VIZCAYA
Region de ARGENTARIA
Antofagasta S.A.
61.402.000-8
Chile July 24, 5/30/2016 Parque eolico Secretaria Reginal UF 571 BANCO
2015 Renaico SPA Ministerial de BN, BILBAO 18,435
Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile April 3, 12/31/2016 Parque Eolico Director Regional UF 559 BANCO
2015 Renaico SpA RUT de Vialidad BILBAO 18,048
76.412.562-2 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 6, 4/16/2016 Parque Eolico Director Regional UF 559 BANCO
2015 Renaico SpA RUT de Vialidad BILBAO 18,048
76.412.562-2 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 6, 4/16/2016 Parque Eolico Director Regional UF 500 Intesa
2015 Renaico SpA RUT de Vialidad Region Sanpaolo 16,143
76.412.562-2 de la Araucauia RUT S.p.A.
61.202.000.0
Chile April 6, 7/16/2016 Parque Eolico Director Regional UF 500 Intesa
2015 Renaico SpA RUT de Vialidad Region Sanpaolo 16,143
76.412.562-2 de la Araucauia RUT S.p.A.
61.202.000.0
Chile March 1, 10/30/2015 Parque Eolico Secretaria Regional UF 498 BANCO
2015 Renaico SpA Ministerial de BILBAO 16,072
Bienes Nacionales VIZCAYA
ARGENTARIA
S.A.
Chile March 1, 10/30/2015 Parque Eolico Secretaria Regional UF 480 BANCO
2015 Renaico SpA Ministerial de BILBAO 15,496
Bienes Nacionales VIZCAYA
ARGENTARIA
S.A.
Chile April 30, 10/30/2015 Enel Green Power Secretaria regional UF 456 BANCO
2015 Chile Limitada Ministerial de BILBAO 14,737
Bienes Nacionales VIZCAYA
ARGENTARIA
S.A.
Chile April 3, 6/30/2016 Parque Eolico Director Regional UF 335 BANCO
Renaico SpA RUT de Vialidad BILBAO
2015 76.412.562-2 Antofagasta rut VIZCAYA 10,829
61.202.000-0 ARGENTARIA
S.A.
Chile April 6, 4/16/2016 Parque Eolico Director Regional UF 335 BANCO
2015 Renaico SpA RUT de Vialidad BILBAO 10,829
76.412.562-2 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile July 14, 6/28/2016 Enel Latin America Director Regional UF 201 BANCO
2015 (Chile) Limitada de Vialidad, Region BILBAO 6,478
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile July
14,
12/31/2016 Enel Latin America Director Regional UF 201 BANCO
2015 (Chile) Limitada de Vialidad, Region BILBAO 6,478
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile March 30, 12/31/2016 Crucero Oeste Director Regional UF 201 BANCO
2015 Cinco Spa RUT de Vialidad BILBAO 6,478
76.238.073-0 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile March 30, 6/30/2016 Crucero Oeste Director Regional UF 201 BANCO
2015 Cinco Spa RUT de Vialidad BILBAO 6,478
76.238.073-0 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 1,
2015
12/31/2016 Crucero Oeste
Cinco Spa RUT
76.238.073-0
Director Regional
de Vialidad
Antofagasta rut
61.202.000-0
UF 200 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
6,457
Chile April 6,
2015
4/16/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad Region
de la Araucauia RUT
61.202.000.0
UF 200 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
6,457
Chile September
30, 2015
4/16/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad Region
de la Araucauia RUT
61.202.000.0
UF 199 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
6,425
Chile March 30,
2015
6/30/2016 Crucero Oeste
Cinco Spa RUT
76.238.073-0
Director Regional
de Vialidad
Antofagasta rut
61.202.000-0
UF 120 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
3,887
Chile April
1,
2015
6/30/2016 Crucero Oeste
Cinco Spa RUT
76.238.073-0
Director Regional
de Vialidad
Antofagasta rut
61.202.000-0
UF 120 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
3,887
Chile September 6/30/2016 Crucero Oeste Director Regional UF 120 BANCO
30, 2015 Cinco Spa RUT de Vialidad BILBAO 3,887
76.238.073-0 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile September 6/30/2016 Crucero Oeste Director Regional UF 120 BANCO
30, 2015 Cinco Spa RUT de Vialidad BILBAO 3,887
76.238.073-0 Antofagasta rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile July 21, 10/31/2016 Parque Eolico Director Regional UF 70 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 2,245
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile July 21, 12/31/2016 Parque Eolico Director Regional UF 70 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 2,245
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 27, 12/31/2016 Parque Eolico Director Regional UF 60 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 1,937
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 27, 10/31/2016 Parque Eolico Director Regional UF 60 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 1,937
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 27, 12/31/2016 Parque Eolico Director Regional UF 54 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 1,743
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 27, 10/31/2016 Parque Eolico Director Regional UF 54 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 1,743
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile July 21, 10/31/2016 GDN Director Regional UF 42 BANCO
2015 de Vialidad, Región BILBAO 1,347
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile July 21, 12/31/2016 GDN Director Regional UF 42 BANCO
2015 de Vialidad, Región BILBAO 1,347
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile April 27, 10/31/2016 Parque Eolico Director Regional UF 30 BANCO
2015 Renaico SpA RUT de Vialidad, Region BILBAO 969
76.412.562-2 de Atacama rut VIZCAYA
61.202.000-0 ARGENTARIA
S.A.
Chile April 27,
2015
12/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 30 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
969
Chile April 27,
2015
10/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 30 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
969
Chile April 27,
2015
12/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 30 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
969
Chile April 27,
2015
12/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 30 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
969
Chile April 27,
2015
12/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 24 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
775
Chile October 22, 5/10/2015 Panguipulli Directpr regional de UF 20 BANCO
2014 Vialidad Atacama BILBAO 646
VIZCAYA
ARGENTARIA
S.A.
Chile October 22, 5/10/2015 Panguipulli Directpr regional de UF 20 BANCO
2014 Vialidad Atacama BILBAO 646
VIZCAYA
ARGENTARIA
S.A.
Chile April 18, 11/30/2015 Enel Latin America Director Regional UF 20 BANCO
2014 (Chile) Limitada de Vialidad, Region BILBAO 646
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile April 18, 11/30/2015 Enel Latin America Director Regional UF 20 BANCO
2014 (Chile) Ltda de Vialidad,Region BILBAO 646
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile June 18, 1/30/2016 Enel Latin America Director Regional UF 20 BANCO
2014 (Chile) Limitada de Vialidad, Region BILBAO 646
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile June 18, 1/30/2016 Enel Latin America Director Regional UF 20 BANCO
2014 Chile Ltda de Vialidad, Region BILBAO 646
de Antofagasta VIZCAYA
ARGENTARIA
S.A.
Chile April 18,
2014
11/30/2015 Enel Latin America
Chile Ltda
Director Regional
de Vialidad, Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile April 18,
2014
11/30/2015 Enel Latin America
(Chile) Ltda
Director Regional
de Vialidad,Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile June 18,
2014
1/30/2016 Enel Latin America
Chile Ltda
Director Regional
de Vialidad, Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile June 18,
2014
1/30/2016 Enel Latin America
(Chile) Ltda
Director Regional
de Vialidad,Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile June 18,
2014
1/30/2016 Enel Latin America
(Chile) Ltda
Director Regional
de Vialidad,Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
452
S.A.
Chile June 18,
2014
1/30/2016 Enel Latin America
(Chile) Ltda
Director Regional
de Vialidad,Region
de Antofagasta
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile April 27,
2015
10/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Chile April 27,
2015
10/31/2016 Parque Eolico
Renaico SpA RUT
76.412.562-2
Director Regional
de Vialidad, Region
de Atacama rut
61.202.000-0
UF 14 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
452
Costa rica July 28,
2010
8/15/2016 Molinos de Viento
del Arenal
Ministerio de
Energia y Medio
Ambiente
CRC 12,000,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
20,641
Costa rica January 1,
2015
4/8/2016 PH Chucas S.A.
Owned 62,02% by
ENEL COSTA
RICA(owned 100%
by ELABV)
INSTITUTO
COSTARRICENSE DE
ELECTRICIDAD(ICE)
USD 5,500,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
4,904,146
Costa rica September 9/17/2016 PH Chucas Sinohydro USD CITIBANK
17, 2014 4,117,496 N.A. 3,671,419
Costa rica September 2/12/2016 PH Chucas Ministerio USD BANCO
17, 2010 Ambiente Energia 2,866,101 BILBAO 2,555,596
Costa Rica VIZCAYA
ARGENTARIA
S.A.
Costa rica January 1, 5/10/2016 PH Rio Volcan Ministerio de USD BANCO
2015 owned 99.07% by Ambiento, Energia y 234,550 BILBAO 209,139
Enel Costa Rica Telecomunicaciones VIZCAYA
(owned 100% by - Secretaria Tecnica ARGENTARIA
ElaBV) Nacional Ambiental S.A.
( SETENA)
Costa rica January 1, 5/10/2016 PH
Don Pedro
Ministerio de USD BANCO
2015 owned 99.42% by Ambiento, Energia y 180,796 BILBAO 161,209
enel costa rica Telecomunicaciones VIZCAYA
(owned 100% by - Secretaria Tecnica ARGENTARIA
ELABV) Nacional Ambiental S.A.
( SETENA)
Egypt April 15, 5/20/2016 EGP Egypt USD HSBC BANK
2015 5,000,000 PLC 4,458,315
Egypt June 11, 6/12/2016 EGP Egypt New & Renewable USD BARCLAYS
2015 Energy Authority 750,000 BANK PLC 668,747
Egypt June 11, 6/12/2016 EGP Egypt New & Renewable USD BARCLAYS
2015 Energy Authority 650,000 BANK PLC 579,581
Egypt June 11, 6/12/2016 EGP Egypt New & Renewable USD BARCLAYS
2015 Energy Authority 650,000 BANK PLC 579,581
Espana June 4, 12/31/2099 EGPE MEFF Tecnologia y EUR BANCO
2012 Servicios S.A.U. 3,500,000 BILBAO 3,500,000
VIZCAYA
ARGENTARIA
S.A.
Espana June 4, 12/31/2099 EGPE OMI, Polo Espanol EUR BANCO
2012 S.A. (OMIE) 2,500,000 BILBAO 2,500,000
VIZCAYA
ARGENTARIA
S.A.
Espana May 18, Open Enel Green Power Consellería de Eur BANCO
2015 Ended Espana SL Facenda de la Xunta 2,016,375 BILBAO 2,016,375
de Galicia VIZCAYA
ARGENTARIA
S.A.
Espana May 3, 12/31/2099 Parque Eólico Servicio Territorial EUR BANCO
2012 Sierra del Madero, de Industria, 1,012,500 BILBAO 1,012,500
S.A. Turismo y Comercio VIZCAYA
de Soria de la Junta ARGENTARIA
de Castilla y León S.A.
Espana November 12/31/2099 EGPE Dirección General EUR BANCO
11, 2011 de Industria, 960,000 BILBAO 960,000
Energía y Minas de VIZCAYA
la Consellería de ARGENTARIA
Economía e S.A.
Industria de la
Xunta de Galicia
Espana November
11, 2011
12/31/2099 EGPE Dirección General
de Industria,
Energía y Minas de
la Consellería de
Economía e
Industria de la
Xunta de Galicia
EUR 960,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
960,000
Espana November
20, 2012
12/31/2099 EGPE Ayuntamiento de
Campillos
EUR 887,082 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
887,082
Espana June 24,
2015
6/24/2020 ENEL GREEN
POWER Espana
Instituto valenciano
de Competitividad
empresarial
eur 884,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
884,000
Espana September
12, 2011
9/9/2012 EGPE Dirección General
de Política
Energética y Minas,
Ministerio de
Industria, Turismo y
Comercio
EUR 880,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
880,000
Espana November
11, 2011
12/31/2099 EGPE Dirección General
de Industria,
EUR 840,000 BANCO
BILBAO
840,000
Energía y Minas de VIZCAYA
la Consellería de ARGENTARIA
Economía e S.A.
Industria de la
Xunta de Galicia
Espana March 28, 12/31/2099 Enel Green Power Dirección General EUR BANCO
2012 Extremadura, S.L: de Política 840,000 BILBAO 840,000
Energética y Minas VIZCAYA
ARGENTARIA
S.A.
Espana June 15, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2012 Almargen 774,155 BILBAO 774,155
VIZCAYA
ARGENTARIA
S.A.
Espana May 3, 12/31/2099 Parque Eólico Servicio Territorial EUR BANCO
2012 Sierra del Madero, de Industria, 759,375 BILBAO 759,375
S.A. Turismo y Comercio VIZCAYA
de Soria de la Junta ARGENTARIA
de Castilla y León S.A.
Espana September 9/9/2012 EGPE Dirección General EUR BANCO
12, 2011 de Política 640,000 BILBAO 640,000
Energética y Minas, VIZCAYA
Ministerio de ARGENTARIA
Industria, Turismo y S.A.
Comercio
Espana September 9/9/2012 EGPE Dirección General EUR BANCO
12, 2011 de Política 640,000 BILBAO 640,000
Energética y Minas, VIZCAYA
Ministerio de ARGENTARIA
Industria, Turismo y S.A.
Comercio
Espana June 26, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2012 Campillos 620,006 BILBAO 620,006
VIZCAYA
ARGENTARIA
S.A.
Espana July 15, 7/15/2016 Sociedad Servicio Territorial EUR BANCO
2011 Productor de Industria, 605,830 BILBAO 605,830
Regional de Comercio y Turismo VIZCAYA
Energía Renovable de la Junta de ARGENTARIA
II Castilla y León en S.A.
Ávila
Espana September 12/31/2099 EGP Espana Ayuntamiento de EUR BANCO
29, 2014 Malagon 595,317 BILBAO 595,317
VIZCAYA
ARGENTARIA
S.A.
Espana December 12/31/2029 EGP Espana Comunidad de EUR BANCO
9, 2014 Bienes Boimente 589,044 BILBAO 589,044
Ludrio VIZCAYA
ARGENTARIA
S.A.
Espana April 20, 12/31/2099 EGPE Departamento de EUR BANCO
2011 Industria, Comercio 546,496 BILBAO 546,496
y Turismo del VIZCAYA
Gobierno de Aragón ARGENTARIA
S.A.
Espana July 31, Open Enel Green Power Patronato de Eur BANCO
2015 ended Espana Recaudacion 543,310 BILBAO 543,310
Provincial de VIZCAYA
Malaga ARGENTARIA
S.A.
Espana May 25, Open Enel Green Power Consellería de Eur BANCO
2015 Ended Espana SL Facenda de la Xunta 538,740 BILBAO 538,740
de Galicia VIZCAYA
ARGENTARIA
S.A.
Espana August 22, 8/19/2012 EGPE Dirección General EUR BANCO
2011 de Política 520,000 BILBAO 520,000
Energética y Minas VIZCAYA
ARGENTARIA
S.A.
Espana August 22, 8/19/2012 TAUSTE ENERGIA Departamento de EUR BANCO
2011 DISTRIBUIDA SL Industria, Comercio 480,000 BILBAO 480,000
y Turismo del VIZCAYA
Gobierno de Aragon ARGENTARIA
1/2 BBVA Madrid S.A.
Espana August 22, 8/19/2012 TAUSTE ENERGIA Dirección General EUR BANCO
2011 DISTRIBUIDA SL de Política 480,000 BILBAO 480,000
Energética y Minas VIZCAYA
1/2 BBVA Madrid ARGENTARIA
S.A.
Espana July 11, 7/15/2016 Sociedad Servicio Territorial EUR BANCO
2011 Productor de Industria, 464,000 BILBAO 464,000
Regional de Comercio y Turismo VIZCAYA
Energía Renovable de la Junta de ARGENTARIA
II Castilla y León en S.A.
Ávila
Espana July 15, 7/15/2016 Sociedad Servicio Territorial EUR BANCO
2011 Productor de Industria, 427,800 BILBAO 427,800
Regional de Comercio y Turismo VIZCAYA
Energía Renovable de la Junta de ARGENTARIA
II Castilla y León en S.A.
Ávila
Espana February 12/31/2099 EGPE Consejería de EUR BANCO
18, 2013 empleo y desarrollo 420,000 BILBAO 420,000
tecnológico de la VIZCAYA
Junta de Andalucía, ARGENTARIA
dirección general S.A.
de industria,
energía y minas.
Espana April 19, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2013 Sobras (Local Concil 399,129 BILBAO 399,129
of Sobras) VIZCAYA
ARGENTARIA
S.A.
Espana November 12/31/2099 EUFER Dirección General EUR BANCO
30, 2011 de Política 368,000 BILBAO 368,000
Energética y Minas VIZCAYA
ARGENTARIA
S.A.
Espana November 12/31/2099 Productor de Servicio Territorial EUR BANCO
15, 2011 Energía Renovable de Industria, 361,000 BILBAO 361,000
III, S.A. Comercio y Turismo VIZCAYA
de Burgos ARGENTARIA
S.A.
Espana February 12/31/2099 EGPE Dirección General EUR BANCO
18, 2013 de Industria, 360,000 BILBAO 360,000
Energía y Minas de VIZCAYA
la Consejería de ARGENTARIA
Innovación, Ciencia S.A.
y Empresa
Espana June 26, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2012 TEBA 347,923 BILBAO 347,923
VIZCAYA
ARGENTARIA
S.A.
Espana November 12/31/2099 Prorener I Servicio Territorial EUR BANCO
25, 2010 de Industria, 306,250 BILBAO 306,250
Comercio y Turismo VIZCAYA
de Burgos ARGENTARIA
S.A.
Espana November 12/31/2070 EGPE Dirección General EUR BANCO
11, 2011 de Industria, 280,000 BILBAO 280,000
Energía y Minas de VIZCAYA
la Consellería de ARGENTARIA
Economía e S.A.
Industria de la
Xunta de Galicia
Espana February 12/31/2099 EGPE Dirección General EUR BANCO
18, 2013 de Industria, 280,000 BILBAO 280,000
Energía y Minas de VIZCAYA
la Consejería de ARGENTARIA
Innovación, Ciencia S.A.
y Empresa
Espana July 31, Open ENEL GREEN Direccion General Eur BANCO
2015 ended POWER ESPAÑA de Politica 280,000 BILBAO 280,000
S.L. Energetica y Minas. VIZCAYA
Ministerio de ARGENTARIA
Industria, Energia y S.A.
Turismo
Espana August 22, 8/19/2012 ARANORT Departamento de EUR BANCO
2011 DESARROLOS, S.L. Industria, Comercio 244,800 BILBAO 244,800
y Turismo del VIZCAYA
Gobierno de Aragon ARGENTARIA
1/2 BBVA Madrid S.A.
Espana August 22, 8/19/2012 ARANORT Dirección General EUR BANCO
2011 DESARROLOS, S.L. de Política 244,800 BILBAO 244,800
Energética y Minas VIZCAYA
ARGENTARIA
1/2 BBVA Madrid S.A.
Espana August 22,
2011
8/19/2012 Bosa del Ebro, S.L. Departamento de
Industria, Comercio
y Turismo del
Gobierno de Aragon
1/2 BBVA Madrid
EUR 244,800 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
244,800
Espana August 22,
2011
8/19/2012 Bosa del Ebro, S.L. Dirección General
de Política
Energética y Minas
1/2 BBVA Madrid
EUR 244,800 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
244,800
Espana March 28,
2012
12/31/2099 Enel Green Power
Extremadura, S.L:
Dirección General
de Política
Energética y Minas
EUR 240,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
240,000
Espana March 28,
2012
12/31/2099 Enel Green Power
Extremadura, S.L:
Dirección General
de Política
Energética y Minas
EUR 240,000 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
240,000
Espana November
30, 2012
12/31/2099 EGPE Ayuntamiento de
Campillos
EUR 219,271 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
219,271
Espana November 12/31/2099 SOLYVENT Departamento de EUR BANCO
30, 2011 DESARROLLOS SL Industria, Comercio 204,000 BILBAO 204,000
y Turismo del VIZCAYA
Gobierno de Aragon ARGENTARIA
1/2 BBVA Madrid S.A.
Espana August 22, 8/19/2012 SOLYVENT Dirección General EUR BANCO
2011 DESARROLLOS SL de Política 204,000 BILBAO 204,000
Energética y Minas VIZCAYA
1/2 BBVA Madrid ARGENTARIA
S.A.
Espana August 22, 8/19/2012 Luzista Departamento de EUR BANCO
2011 Engineering, S.L. Industria, Comercio 204,000 BILBAO 204,000
y Turismo del VIZCAYA
Gobierno de Aragon ARGENTARIA
1/2 BBVA Madrid S.A.
Espana August 22, 8/19/2012 Luzista Dirección General EUR BANCO
2011 Engineering, S.L. de Política 204,000 BILBAO 204,000
Energética y Minas VIZCAYA
1/2 BBVA Madrid ARGENTARIA
S.A.
Espana February 2/20/2019 Aguilon 20 S.A.
-
Ayuntamiento de EUR BANCO
25, 2014 51%EGP Iberia SL, Aguilon 184,727 BILBAO 184,727
49% General VIZCAYA
Eolica Aragonesa ARGENTARIA
S.A.
Espana May 25, Open Enel Green Power Consellería de Eur BANCO
2015 Ended Espana SL Facenda de la Xunta 177,013 BILBAO 177,013
de Galicia VIZCAYA
ARGENTARIA
S.A.
Espana June 28, 12/31/2099 Aguilon 20 S.A.
-
Ayuntamiento de EUR BANCO
2013 51%EGP Iberia SL, Aguilon 150,000 BILBAO 150,000
49% General VIZCAYA
Eolica Aragonesa ARGENTARIA
S.A.
Espana August 2, 12/31/2025 EGPE Dirección General EUR BANCO
2010 de Política 136,000 BILBAO 136,000
Energética y Minas VIZCAYA
ARGENTARIA
S.A.
Espana May 9, 5/14/2014 EGPE AYUNTAMIENTO DE EUR BANCO
2011 VEJER DE LA 112,172 BILBAO 112,172
FRONTERA VIZCAYA
ARGENTARIA
S.A.
Espana August 7, 12/29/2024 Prorener II Corporación EUR Intesa
2002 Acciona Eólica S.L. 100,000 Sanpaolo 100,000
S.p.A.
Espana February 2/26/2024 Eólicas de Agaete, Consejería de EUR Intesa
28, 2014 S.L. empleo, industria y 100,000 Sanpaolo 100,000
comercio del S.p.A.
Gobierno de
Canarias
Espana November open Eolicas de Agaete Direccion General EUR Intesa
12, 2014 ended de Politica 100,000 Sanpaolo 100,000
Energetica y Minas S.p.A.
del Ministerio de
Industria, Energia y
Turismo
Espana November open Eolicas de Tirajana Direccion General EUR Intesa
12, 2014 ended de Politica 100,000 Sanpaolo 100,000
Energetica y Minas S.p.A.
del Ministerio de
Industria, Energia y
Turismo
Espana January 8, 12/31/2099 EGPE Ayuntamento de EUR BANCO
2013 Campillos 90,513 BILBAO 90,513
VIZCAYA
ARGENTARIA
S.A.
Espana October 30, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2012 Campillos 90,025 BILBAO 90,025
VIZCAYA
ARGENTARIA
S.A.
Espana July 25, 12/31/2050 SIERRA DEL SORIA EUR BANCO
2013 MADERO SA DEPUTATION, 87,450 BILBAO 87,450
SORIA, CASTILLA Y VIZCAYA
LEON ARGENTARIA
S.A.
Espana April 2, 4/3/2016 Parque Eolico Ayuntamiento de EUR BANCO
2014 Belmonte S.A. Belmonte de 85,509 BILBAO 85,509
Miranda VIZCAYA
ARGENTARIA
S.A.
Espana June 15, 12/31/2099 EGPE Ayuntamiento
de
EUR BANCO
2012 Campillos 73,158 BILBAO 73,158
VIZCAYA
ARGENTARIA
S.A.
Espana June 15, 12/31/2099 EGPE Ayuntamiento de EUR BANCO
2012 Campillos 56,085 BILBAO 56,085
VIZCAYA
ARGENTARIA
S.A.
Espana March 18, 3/18/2015 EGPE Secretaria Xeral of EUR BANCO
2014 Calidade and 6,688 BILBAO 6,688
Avaliacion VIZCAYA
Ambiental from the ARGENTARIA
Conselleria of S.A.
Medio Ambiente ,
Territorio and
Infraestructuras
from the Xunta de
Galicia
Espana July 1, 2015 11/30/2015 ENEL GREEN Ayuntamiento EUR Intesa
POWER ESPAÑA Santa María del 5,000 Sanpaolo 5,000
S.L. Cubillo S.p.A.
Greece September
13, 2013
3/13/2016 WIND PARKS OF
KATHARAS S.A.
(80% EGP Spa)
MINISTRY OF
DEVELOPMENT,
COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
EUR 6,468,000 HSBC BANK
PLC
6,468,000
Greece December
17, 2014
open
ended
Katharas Ministry EUR 6,468,000 HSBC BANK
PLC
6,468,000
Greece September
13, 2013
3/13/2016 WIND PARKS OF
Spilias S.A. (80%
EGP Spa)
MINISTRY OF
DEVELOPMENT,
COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
EUR 6,006,000 HSBC BANK
PLC
6,006,000
Greece December
17, 2014
12/31/2050 Spilias Ministry EUR 6,006,000 HSBC BANK
PLC
6,006,000
Greece December
17, 2014
open
ended
Kerasia Ministry EUR 5,545,000 BARCLAYS
BANK PLC
5,545,000
Greece September
13, 2013
3/13/2016 WIND PARKS OF
KERASIAS S.A.
(80% EGP Spa)
MINISTRY OF
DEVELOPMENT,
COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
EUR 5,545,000 BARCLAYS
BANK PLC
5,545,000
Greece August 14, 12/31/2099 Solar Mora S.A Ministery for EUR HSBC BANK
2012 100% EGP Development, 5,006,540 PLC 5,006,540
Competitieveness,
Infrastructure and
network
Greece December 12/31/2050 Milias Ministry EUR BARCLAYS
16, 2014 4,265,000 BANK PLC 4,265,000
Greece September 3/13/2016 WIND PARKS OF MINISTRY OF EUR HSBC BANK
13, 2013 MILIAS S.A. (80% DEVELOPMENT, 4,263,485 PLC 4,263,485
EGP Spa) COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
Greece September 3/13/2016 WIND PARKS OF MINISTRY OF EUR HSBC BANK
13, 2013 MYTIKAS S.A. DEVELOPMENT, 3,696,000 PLC 3,696,000
(80% EGP Spa) COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
Greece December open Mytika Ministry EUR HSBC BANK
17, 2014 ended 3,696,000 PLC 3,696,000
Greece December open Prinias Ministry EUR BARCLAYS
17, 2014 ended 3,235,000 BANK PLC 3,235,000
Greece September 3/13/2016 WIND PARKS OF MINISTRY OF EUR HSBC BANK
13, 2013 Aantolis - Prinias DEVELOPMENT, 3,234,000 PLC 3,234,000
SA (80% EGP Spa) COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
Greece September 3/13/2016 WIND PARKS OF MINISTRY OF EUR HSBC BANK
13, 2013 Palaiopyrgos S.A. DEVELOPMENT, 2,772,000 PLC 2,772,000
(80% EGP Spa) COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
Greece September 3/13/2016 WIND PARKS OF MINISTRY OF EUR HSBC BANK
13, 2013 Platanos S.A. (80% DEVELOPMENT, 2,772,000 PLC 2,772,000
EGP Spa) COMPETITIVENESS,
INFRASTRUCTURES,
TRANSPORTATION
& NETWORKS
Greece December open Platanos Ministry EUR HSBC BANK
17, 2014 ended 2,772,000 PLC 2,772,000
Greece November 6/30/2015 Solar Mora S.A Ministry of EUR HSBC BANK
7, 2013 100% EGP Development and 1,430,000 PLC 1,430,000
Competitiveness
Greece January 29, 1/29/2017 Katharas (Part of Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 387,000 PLC 387,000
Operator
Greece January 29, 1/29/2017 Mytika (Part of Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 364,000 PLC 364,000
Operator
Greece January 29, 1/29/2017 Spilias (Part of Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 364,000 PLC 364,000
Operator
Greece January 29, 1/29/2017 Kerasias (Part
of
Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 341,000 PLC 341,000
Operator
Greece January 29, 1/29/2017 Milias (Part of Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 249,000 PLC 249,000
Operator
Greece January 29, 1/29/2017 Platanos (Part of Independent Power EUR HSBC BANK
2015 Kafireas project) Transmission 203,000 PLC 203,000
Operator
Greece January 29, 1/29/2017 Palaiopyrgos (Part Independent Power EUR HSBC BANK
2015 of Kafireas Transmission 203,000 PLC 203,000
project) Operator
Greece July 10, 7/7/2017 EGP Hellas The municpality of EUR HSBC BANK
2014 Veria 11,775 PLC 11,775
Mexico December 12/13/2016 Dominica Energia Secretaria del MXN BANCO
10, 2014 Limpia Medio ambiente y 11,374,424 BILBAO 601,408
recursos naturales VIZCAYA
ARGENTARIA
S.A.
Mexico May 25, 5/21/2016 Energias CFE USD BARCLAYS
2015 Renovables la 7,500,000 BANK PLC 6,687,472
Mata SAPI de CV
Mexico January 30, Open Impulsora Comision Federal USD BANCO
2012 ended Nacional de de Electricidad 4,065,000 BILBAO 3,624,610
Electricidad S de VIZCAYA
RL De CV ARGENTARIA
S.A.
Mexico September 9/17/2015 Dominicana Secretaria Del MXN BANCO
17, 2014 Energia Limpia S Medio Ambiente y 2,060,393 BILBAO 108,941
de RL de CV 100% Recursos Naturales VIZCAYA
ARGENTARIA
S.A.
Mexico September 9/17/2015 Dominicana Secretaria de MXN BANCO
17, 2014 Energia Limpia S Ecologia y Gestion 1,370,000 BILBAO 72,437
de RL de CV 100% Ambiental de VIZCAYA
Mexico ARGENTARIA
S.A.
Mexico March 1, Open Impulsora Comision Federal USD Banco
2013 ended Nacional de de Electricidad 1,016,250 Santander 906,152
Electricidad S de
RL De CV
Mexico September 9/12/2015 Dominicana Secretaria Del MXN BANCO
17, 2014 Energia Limpia S Medio Ambiente y 570,903 BILBAO 30,186
de RL de CV 100% Recursos Naturales VIZCAYA
ARGENTARIA
S.A.
Mexico September 10/30/2016 Vientos de Ministerio de MXN BANCO
22, 2015 Altiplano Bienes Naturales 261,886 BILBAO 13,847
VIZCAYA
ARGENTARIA
S.A.
North America August 6, 3/5/2015 EGPNA General Electric USD DEUTSCHE
2014 Company 24,850,485 BANK 22,158,257
North America March 6, 3/5/2016 Aurora Distributed Northern States USD HSBC BANK
2015 Solar LLC Power Company 17,500,000 PLC 15,604,102
North America September 5/25/2013 Enel Green Power Alabama Power USD HSBC BANK
5, 2012 NA, Inc, USA Company 16,826,600 PLC 15,003,656
North America February 12/31/2033 Enel Green Power Alabama Power USD HSBC BANK
27, 2013 NA, Inc, USA Company 16,826,600 PLC 15,003,656
North America April 5, 12/31/2033 Enel Green Power SOUTHWEST USD HSBC BANK
2013 NA, Inc, USA POWER POOL INC. 13,200,000 PLC 11,769,951
North America October 21, 12/31/2032 Rocky Ridge WESTERN FARMERS USD HSBC BANK
2013 ELECTRIC 10,000,000 PLC 8,916,630
COOPERATIVE
North America April 30, 4/1/2016 Enel Green Power SOUTHWEST USD HSBC BANK
2014 NA, Inc, USA POWER POOL INC. 7,700,000 PLC 6,865,805
North America June 26, 12/31/2046 Lindahl Wind Basin electric Power USD Banco
2015 Project LLC Cooperative 6,000,000 Santander 5,349,978
North America July 23, 12/31/2013 Enel Green Power Nevada Power USD HSBC BANK
2012 NA, Inc, USA Company 4,200,000 PLC 3,744,984
North America April 15, Open Enel Green Power SOUTHWEST USD HSBC BANK
2014 ended NA, Inc, USA POWER POOL INC. 3,650,000 PLC 3,254,570
North America December 12/31/2026 Gauley River WIILMINGTON USD BANCO
13, 2010 TRUST COMPANY 2,344,596 BILBAO 2,090,589
VIZCAYA
ARGENTARIA
S.A.
North America February 12/31/2010 Prairie Rose NORTHERN
STATES
USD Intesa
28, 2008 POWER COMPANY 1,750,000 Sanpaolo 1,560,410
S.p.A.
North America August 13, 12/30/2017 Enel Green Power Goldwind USA , Inc USD HSBC BANK
2012 NA, Inc, USA 1,677,645 PLC 1,495,894
North America March 24, Open Chisholm View Southwest Power USD Banco
2015 Ended Wind Project, LLC Pool Inc. 1,500,000 Santander 1,337,494
Attn: Phil McCraw
201 Worthen Drive
North America October 24, 12/31/2040 Little Elk PEOPLE'S ELECTRIC USD HSBC BANK
2014 COOPERATIVE 1,110,000 PLC 989,746
North America March 31, 3/31/2016 Enel Green Power PJM USD HSBC BANK
2014 NA, Inc, USA Interconnection,LLC 929,224 PLC 828,555
North America March 31, 3/31/2016 Enel Green Power PJM USD HSBC BANK
2014 NA, Inc, USA Interconnection,LLC 604,705 PLC 539,193
North America April 7, 8/20/2017 Enel Green Power SOUTHWEST USD Intesa
2014 North America, POWER POOL INC. 600,000 Sanpaolo 534,998
Inc, USA S.p.A.
North America January 29, 12/31/2040 Goodwell Wind Southwest Power USD Intesa
2015 Project, LLC Pool Inc. 500,000 Sanpaolo 445,831
Attn: Phil McCraw S.p.A.
201 Worthen Drive
North America January 29, 12/31/2040 LITTLE ELK WIND Southwest Power USD Intesa
2015 PROJECT, LLC Pool Inc. 500,000 Sanpaolo 445,831
Attn: Phil McCraw S.p.A.
201 Worthen Drive
North America May 4, 12/31/2037 ROCK CREEK wind Kansas City Power USD Intesa
2015 project LLC & Light Company 300,000 Sanpaolo 267,499
S.p.A.
North America June 18, 6/18/2013 Enel Green Power New York USD Intesa
2012 NA, Inc, USA Independent 200,000 Sanpaolo 178,333
System Operator. S.p.A.
Inc
North America June 18, 6/18/2013 Enel Green Power IDAHO POWER USD Intesa
2012 NA, Inc, USA COMPANY 200,000 Sanpaolo 178,333
S.p.A.
North America June 18, 6/18/2013 Enel Green Power New York USD Intesa
2012 NA, Inc, USA Independent 200,000 Sanpaolo 178,333
System Operator. S.p.A.
Inc
North America June 18, 6/18/2013 Enel Green Power New York USD Intesa
2012 NA, Inc, USA Independent 200,000 Sanpaolo 178,333
System Operator.
Inc S.p.A.
North America August 3,
2012
8/3/2013 Enel Green Power
NA, Inc, USA
New York
Independent
System Operator.
Inc
USD 200,000 Intesa
Sanpaolo
S.p.A.
178,333
North America April 5,
2013
12/31/2033 Enel Green Power
NA, Inc, USA
New York
Independent
System Operator.
Inc
USD 200,000 Intesa
Sanpaolo
S.p.A.
178,333
North America May 4,
2015
12/31/2037 ROCK CREEK wind
project LLC
KCP&L Greater
Missouri
Operations
Company
USD 200,000 Intesa
Sanpaolo
S.p.A.
178,333
North America December
13, 2010
12/29/2016 Canastota
Windpower, LLC
TOWN OF FENNER USD 150,000 Intesa
Sanpaolo
S.p.A.
133,749
North America August 7,
2002
12/29/2024 Smoky I BOARD OF LINCOLN
COUNTY
USD 100,000 Intesa
Sanpaolo
S.p.A.
89,166
North America June 8,
2009
12/31/2011 Smoky I BOARD OF
ELLSWORTH
COUNTY
USD 100,000 Intesa
Sanpaolo
S.p.A.
89,166
North America December
13, 2010
12/12/2028 Smoky II BOARD OF LINCOLN
COUNTY
USD 100,000 Intesa
Sanpaolo
S.p.A.
89,166
North America December 12/12/2028 Smoky II BOARD OF USD Intesa
13, 2010 ELLSWORTH 100,000 Sanpaolo 89,166
COUNTY S.p.A.
North America December Open Fowler (Hydro GOUVERNEUR TALC USD Intesa
13, 2010 ended Development INC 100,000 Sanpaolo 89,166
Group) S.p.A.
North America January 27, 3/31/2016 Goodwell Wind Board of County USD Intesa
2015 Project, LLC Commissioners of 100,000 Sanpaolo 89,166
Texas County S.p.A.
North America June 6, 6/6/2013 Enel Green Power Independent CAD BANCO
2012 NA, Inc, USA system operator 90,000 BILBAO 60,553
VIZCAYA
ARGENTARIA
S.A.
North America August 14, 8/31/2031 TKO Power Southern California USD HSBC BANK
2015 Edison 86,310 PLC 76,959
North America May 11, 12/31/2004 Enel Green Power BCIA New England USD Intesa
2004 NA, Inc, USA Holdings 50,000 Sanpaolo 44,583
S.p.A.
North America February 12/31/2099 Smoky II BOARD OF USD BANCO
29, 2012 COLUMBIA 30,000 BILBAO 26,750
TOWNSHIP VIZCAYA
ARGENTARIA
S.A.
Panama June 24, 8/30/2015 ENEL FORTUNA, Elektra Noreste S.A. USD BANCO
S.A. - 50.06% BILBAO
2011 owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
(ENSA) 2,220,874 VIZCAYA
ARGENTARIA
S.A.
1,980,271
Panama October 5,
2012
10/13/2013 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
Metro Oeste
Contract 06-08
USD 1,625,709 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
1,449,584
Panama June 24,
2011
8/30/2015 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
Elektra Noreste S.A.
(ENSA)
USD 888,416 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
792,168
Panama December
27, 2011
12/31/2014 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
Empresa de
Distribucion
Electrica Metro
USD 732,114 BANCO
BILBAO
VIZCAYA
ARGENTARIA
652,799
(owned by EGPI) Oeste SA EDEMET S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama July 23, 7/31/2013 ENEL FORTUNA, Empresa de USD BANCO
2012 S.A. – 50.06% Distribucion 676,326 BILBAO 603,054
owned by Enel Electrica Chiriqui VIZCAYA
Panama S.A. S.A ( EDECHI) ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama October 5, 10/13/2013 ENEL FORTUNA, Elektra Noreste SA USD BANCO
2012 S.A. – 50.06% DME-008-08 485,618 BILBAO 433,008
owned by Enel VIZCAYA
Panama S.A. ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama December 12/31/2014 ENEL FORTUNA, Elektra Noreste S.A. USD BANCO
27, 2011 S.A. – 50.06% (ENSA) 482,089 BILBAO 429,861
owned by Enel VIZCAYA
Panama S.A. ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama July 23, 7/31/2013 ENEL FORTUNA, Elektra Noreste S.A. USD BANCO
2012 S.A. – 50.06% (ENSA) 423,955 BILBAO 378,025
owned by Enel VIZCAYA
Panama S.A. ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama June 24, 8/30/2015 ENEL FORTUNA, Empresa de USD BANCO
2011 S.A. – 50.06% Distribucion 221,854 BILBAO 197,819
owned by Enel Electrica Chiriqui VIZCAYA
Panama S.A. S.A ( EDECHI) ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama July 23, 7/31/2013 ENEL FORTUNA, Empresa de USD BANCO
2012 S.A. – 50.06% Distribucion 130,914 BILBAO 116,731
owned by Enel Electrica Chiriqui VIZCAYA
Panama S.A. S.A ( EDECHI) ARGENTARIA
(owned by EGPI) S.A.
49.90% owned by
the Government
of Panama 00.04%
owned by others
Panama December
24, 2010
12/31/2014 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
METRO OESTE S.A. USD 102,712 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
91,584
Panama December
27, 2011
12/31/2014 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
Empresa de
Distribucion
Electrica Chiriqui SA
EDECHI
USD 83,119 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
74,114
Panama December
24, 2010
12/31/2014 ENEL FORTUNA,
S.A. – 50.06%
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
Elektra Noreste S.A.
(ENSA)
USD 69,525 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
61,993
BANCO
S.A. – 50.06% 13,905 BILBAO 12,399
VIZCAYA
ARGENTARIA
S.A.
USD BANCO
Alimentos y 51,852 BILBAO 46,235
Abarrotes SA VIZCAYA
ARGENTARIA
S.A.
Ministerio de USD Intesa
energia y minas 5,000 Sanpaolo 4,458
S.p.A.
Ministerio de USD Intesa
energia y minas 5,000 Sanpaolo 4,458
S.p.A.
Ministerio de USD Intesa
energia y minas 5,000 Sanpaolo 4,458
S.p.A.
Ministerio de USD Intesa
energia y minas 5,000 Sanpaolo 4,458
S.p.A.
owned by Enel
Panama S.A.
(owned by EGPI)
49.90% owned by
the Government
of Panama 00.04%
owned by others
EGP Peru S.A
EGP Peru S.A
EGP Peru S.A
EGP Peru S.A
EGP Peru S.A
Commercialidora de
Peru October 25, 11/4/2015 EGP Peru S.A Ministero de USD Intesa
2013 Energia y Minas 5,000 Sanpaolo 4,458
S.p.A.
Peru October 25, 11/4/2015 EGP Peru S.A Ministero de USD Intesa
2013 Energia y Minas 5,000 Sanpaolo 4,458
S.p.A.
Peru July 31, 10/31/2016 EGP Peru S.A Ministerio de USD Intesa
2014 Energia y Minas 5,000 Sanpaolo 4,458
S.p.A.
Peru July
30,
10/31/2016 EGP Peru USD Intesa
2014 5,000 Sanpaolo 4,458
S.p.A.
Peru December 5/31/2015 EGP Peru S.A Ministerio de USD Intesa
12, 2014 Bienes Nacionales 5,000 Sanpaolo 4,458
S.p.A.
Peru March 8, 3/15/2015 EGP Peru S.A Ministero de USD Intesa
2013 Energia y Minas 5,000 Sanpaolo 4,458
S.p.A.
Peru February 2/15/2015 EGP Peru S.A Ministero de USD Intesa
12, 2013 Energia y Minas 5,000 Sanpaolo 4,458
S.p.A.
Portugal 29/09/2015 08/21/2017 TP-
Sociedade
Autoridade EUR BANCO
Termica Tributaria e 314,628 BILBAO 314,628
Portuguesa SA Aduaneira VIZCAYA
ARGENTARIA
S.A.
Romania October 20,
2014
1/15/2016 EGP Romania SRL RON 1,249,000 CITIBANK
N.A.
282,579
Republic of
South Africa
October 20,
2014
9/30/2016 Gibson bay ZAR 30,564,318 BARCLAYS
BANK PLC
2,056,818
Republic of
South Africa
August 13,
2014
8/13/2015 Nxuba Wind Farm
LTD
Department of
Energy of the
Government of the
Republic of South
Africa
ZAR 14,000,000 BARCLAYS
BANK PLC
942,127
Republic of
South Africa
August 13,
2014
8/13/2015 ACED
Renewables
Hidden Valley
Department of
Energy of the
Government of the
Republic of South
Africa
ZAR 14,000,000 BARCLAYS
BANK PLC
942,127
Republic of
South Africa
August 13,
2014
8/13/2015 Soetwater Wind
Farm LTD
Department of
Energy of the
Government of the
Republic of South
Africa
ZAR 14,000,000 BARCLAYS
BANK PLC
942,127
Republic of
South Africa
August 13,
2014
8/13/2015 Oyster Bay Wind
Farm LTD
Department of
Energy of the
Government of the
Republic of South
Africa
ZAR 14,000,000 BARCLAYS
BANK PLC
942,127
Republic of 21/09/2015 25/09/2016 Great Karoo Wind Deparment of ZAR BARCLAYS
South Africa Farm Energy of S.Africa 14,000,000 BANK PLC 942,127
Government
Republic of August 13, 8/13/2015 Garob Wind Farm Department of ZAR BARCLAYS
South Africa 2014 Energy of the 13,800,000 BANK PLC 928,668
Government of the
Republic of South
Africa
Republic of July 13, 1/1/2036 Electra Capital Cedeberg ZAR BARCLAYS
South Africa 2014 Municipality 9,622,800 BANK PLC 647,564
(Western Cape, SA)
Republic of August 13, 8/13/2015 Matrigenix Department of ZAR BARCLAYS
South Africa 2014 Energy of the 7,500,000 BANK PLC 504,711
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Adam Solar PV Department of ZAR BARCLAYS
South Africa 2014 Energy of the 7,500,000 BANK PLC 504,711
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Dioflash LTD Department of ZAR BARCLAYS
South Africa 2014 Energy of the 7,500,000 BANK PLC 504,711
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2014 Pulida Energy The Department of ZAR BARCLAYS
South Africa 2013 (Pty) Ltd Energy of the 7,500,000 BANK PLC 504,711
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Carodex LTD Department of ZAR BARCLAYS
South Africa 2014 Energy of the 7,000,000 BANK PLC 471,063
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Matrigenix The Department of ZAR BARCLAYS
South Africa 2014 (Propriertary) Energy of the 7,000,000 BANK PLC 471,063
Limited Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Vidigenix Department of ZAR BARCLAYS
South Africa 2014 Energy of the 6,500,000 BANK PLC 437,416
Government of the
Republic of South
Africa
Republic of August 13, 8/13/2015 Manlenox Department of ZAR BARCLAYS
South Africa 2014 Energy of the 6,500,000 BANK PLC 437,416
Government of the
Republic of South
Africa
Republic of October 24, 10/28/2019 Adams ZAR BARCLAYS
South Africa 2014 1,510,000 BANK PLC 101,615
Republic of November 10/28/2019 PULIDA ENERGY ESKOM ZAR BARCLAYS
South Africa 10, 2014 1,400,000 BANK PLC 94,213
Republic of March 24, 8/31/2019 Enel Green Power Eris Property Group ZAR BARCLAYS
South Africa 2014 RSA (Pty) LTD
100%
(PTY) Limited 1,354,049 BANK PLC 91,120
Turkey April 20, Open KIRKLARELİ Energy Market TRY BANCO
2015 ended EOLİKO
ENERJİ
Regulatory 420,000 BILBAO 128,319
ELEKTRİK
ÜRETİM
Authority VIZCAYA
VE
TİC.
A.Ş
ARGENTARIA
S.A.
Turkey April
20,
Open Kongul Enerji Energy Market TRY Intesa
2015 ended Sanayi ve Ticaret Regulatory 300,000 Sanpaolo 91,656
A.S., Authority S.p.A.
Turkey April 20, Open Kongul Enerji Energy Market TRY BANCO
2015 ended Sanayi ve Ticaret Regulatory 280,000 BILBAO 85,546
A.S., Authority VIZCAYA
ARGENTARIA
S.A.
Turkey April 23, 12/31/2011 VEKTOR ENERGY Energy Market TRY Intesa
2008 (100% EGPI BV) Regulatory 180,000 Sanpaolo 54,994
Authority S.p.A.
Turkey April 27, Open Vektor Enerji Turkish electricity TRY Intesa
2015 ended Uretim A.S Transmission 180,000 Sanpaolo 54,994
COMPANY S.p.A.
Turkey September Open Kongul Enerji Energy Market TRY Intesa
Sanayi ve Ticaret Regulatory Sanpaolo
30, 2015 ended A.S., Authority 80,000 S.p.A. 24,442
Uruguay August 29,
2014
7/30/2016 Estrellada SA USD 4,867,275 Banco
Santander
4,339,969
Uruguay October 8,
2014
10/8/2015 EGP Uruguay Real State Imperial
Corp
USD 61,625 BANCO
BILBAO
VIZCAYA
ARGENTARIA
S.A.
54,949
Portugal June 30,
2014
Open
ended
TP CAIXA BANCO DE
INVESTIMENTO SA
EUR 4,000,000 ING BANK
NV
4,000,000
Portugal June 30,
2014
Open
ended
FINERGE CAIXA BANCO DE
INVESTIMENTO SA
EUR 4,000,000 ING BANK
NV
4,000,000

SCHEDULE H

Table setting forth the composition of the shareholders' equity of the Demerged Company ante and post demerger

Composition of the shareholders' equity of Enel Green Power Spa ante and post Demerger

Data in euro as of September 30, 2015

Retained
earnings/(loss
Share capital Other reserves carried
forward)
Net Income for
the period
Total
Shareholders' equity ante demerger 1,000,000,000 4,637,089,228 1,095,239,874 139,667,460 6,871,996,562
Cancellation of the Shares (728,000,000) (2,936,162,218) - - (3,664,162,218)
Recognition of transaction costs related to the demerger - (6,784,000) - - (6,784,000)
Shareholders' equity post demerger 272,000,000 1,694,143,010 1,095,239,874 139,667,460 3,201,050,344

The changes to the composition of the Shareholders' Equity of the Demerged Company Enel Green Power SpA deriving from the Demerger are attributable to:

  • the decrease in share capital, in the amount of Euro 728,000,000 (seven hundred twenty eight million/00), corresponding to the nominal value of the cancelled shares;
  • the decrease in Other Reserves, including the quota corresponding to the Legal Reserve attributable to the decrease in share capital, in the amount of Euro 2,936,162,218 (two billion nine hundred thirty six million one hundred sixty two thousand two hundred eighteen /00);
  • the decrease in the Other Reserves in the amount of Euro 6,784,000 (six million seven hundred eighty four thousand /00), corresponding to the estimate of costs qualifiable as transaction costs directly attributable to the Demerger, net of the related tax effect.

SCHEDULE I

Table setting forth the composition of the shareholders' equity of the Beneficiary Company ante and post Demerger

Composition of the shareholders' equity of Enel S.p.A. ante and post Demerger

Data in Euro as of September 30, 2015

Share Capital Other reserves Retained
earnings (loss
carried forward)
Net Income for
the period
Total
Shareholders' equity ante demerger 9,403,357,795 9,197,808,130 5,303,025,796 1,066,017,771 24,970,209,492
Issuance of neww shares 770,588,712 2,302,519,071 - - 3,073,107,783
Recognition of transaction costs related to the
Demerger
- (7,250,000) - - (7,250,000)
Shareholders' equity post demerger 10,173,946,507 11,493,077,201 5,303,025,796 1,066,017,771 28,036,067,275

The changes to the composition of the Shareholders' Equity of the Beneficiary Company Enel SpA deriving from the Demerger, on the assumption that no shareholder of Enel Green Power exercises the Right of Withdrawal or the Right of Sale, are attributable to:

  • the increase in the Share Capital, in the amount of Euro 770,588,712 (seven hundred seventy million five hundred eighty eight thousand seven hundred twelve/00), corresponding to the nominal value of the newly issued shares assigned to the shareholders of Enel Green Power other than Enel;
  • the increase in the Other reserves, in the amount of Euro 2,302,519,071 (two billion three hundred two million five hundred nineteen thousand seventy one /00), corresponding to the excess over the theoretical issue price of the shares (equal to Euro 3.988 per share corresponding to the Stock Exchange quote of the Enel share on September 30, 2015) with respect to their nominal value;
  • the decrease in the Other reserves, in the amount of Euro 7,250,000 (seven million two hundred fifty thousand /00), corresponding to the estimate of costs qualifiable of transaction costs directly attributable to the Demerger, net of the related tax effect.

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