REG-International Endesa Notice of AGM <Origin Href="QuoteRef">ELE.MC</Origin> - Part 2

Endesa SAAnnouncement

16/03/2016 10:45

- Part 2: For the preceding part double click  ID:nBwbksX32a 

established as a target, the effects of losing status as an employee, executive
or executive director of the Company or its Group or of a change of control,
determining the causes for early termination, etc.

b) To draft, sign and submit before any public or private bodies, the
beneficiaries or any other party, any documents and supplementary communications
which may be necessary or convenient for the purposes of implementing and
executing the Programs, granting the rights and delivering incentives,
including, as the case may be, the relevant prior notice and informational
prospectuses.

c) To perform any actions or processes or filing any returns to any person,
entity or registry, public or private, in order to obtain authorizations or
verifications as required to grant the rights and to pay the incentives.

d) To adapt the contents of the Programs to the corporate circumstances or
transactions that may arise during the term thereof, in the terms deemed
convenient and, to the extent required or recommended by any legal provisions
applicable to any of the beneficiaries, or as may be necessary for legal,
regulatory, operating or similar reasons, to adapt the general conditions.

e) To draft and publish any announcements which may be necessary or convenient.

f) To draft, sign, execute and, as the case may be, certify any type of document
related to the Programs.

g) And, in general, to perform as many actions and execute as many documents as
required or convenient for the full validity and effectiveness of the
incorporation, implementation, operation, execution, liquidation and completion
of the Programs and the previously adopted resolutions."

AGENDA ITEM 10

Delegation to the Board of Directors to execute and implement resolutions
adopted by the General Meeting, as well as to substitute the powers entrusted
thereto by the General Meeting, and the granting of powers to the Board of
Directors to record such resolutions in a public instrument and to register and,
as the case may be, correct such resolutions. 

1. Delegation to the Company`s Board of Directors of the broadest authorities to
adopt such resolutions as may be necessary or appropriate for the execution,
implementation, effectiveness and successful conclusion of the General Meeting
resolutions and, in particular, for the following acts, without limitation:

(i)to clarify, specify and finalize the resolutions of this General Meeting and
to resolve any doubts or issues presented, remedying defects and omissions which
may prevent or impair the effectiveness or registration of the pertinent
resolutions;

(ii)to execute such public and/or private documents and carry out such acts,
legal business, contracts, declarations, and transactions as may be necessary or
appropriate for the execution and implementation of the resolutions adopted at
this General Meeting; and

(iii)to delegate, in turn, to the Executive Committee or to one or more
Directors, who may act jointly and severally, the powers conferred in the
preceding paragraphs.

2. To empower the Chairman of the Board of Directors, Mr. Borja Prado Eulate,
the Chief Executive Officer, Mr. José Damián Bogas Gálvez, and the Secretary of
the Board of Directors, Mr. Francisco de Borja Acha Besga, in order that any of
them, indistinctly, may:

(i)carry out such acts, legal business, contracts and transactions as may be
appropriate in order to register the preceding resolutions with the Mercantile
Registry, including, in particular, inter alia, the powers to appear before a
Notary Public in order to execute the public deeds or notarial records which are
necessary or appropriate for such purpose, to publish the pertinent legal
notices and formalize any other public or private documents which may be
necessary or appropriate for the registration of such resolutions, with the
express power to remedy them, without altering their nature, scope or meaning;
and

(ii) appear before the competent administrative authorities, in particular, the
Ministries of Economy and Competitiveness, Finance and Public Administrations,
and Industry, Energy and Tourism, as well as before other authorities,
administrations and institutions, and in particular, the Spanish Securities
Market Commission, the Securities Exchange Governing Companies and any other
entity which may be competent in relation to any of the resolutions adopted, in
order to carry out the necessary formalities and actions for the most complete
implementation and effectiveness thereof. 
 
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