Endesa Ord Regulatory News (0N9G)

26 Apr 2016 17:45

ENDESA, S.A. (the “Company” or “Endesa”), in fulfillment of the provisions of article 228 of the Ley del Mercado de Valores (Spanish Securities Market Act), hereby submits the resolutions approved by Endesa’s Shareholders Extraordinary General Meeting held on 26 April 2016:

AGENDA ITEM 1

Approval of the Individual Annual Financial Statements of ENDESA, S.A. (Balance Sheet, Income Statement, Statement of Changes in Net Equity: Statement of Recognized Income and Expenses & Statement of Total Changes in Net Equity, Cash-Flow Statement and Notes to the Financial Statements), as well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and subsidiary companies (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Net Equity, Consolidated Cash-Flow Statement and Notes to the Financial Statements), for the fiscal year ending December 31, 2015.

Approval, as the case may be, of the Individual Annual Financial Statements of ENDESA, S.A. (Balance Sheet, Income Statement, Statement of Changes in Net Equity: Statement of Recognized Income and Expenses & Statement of Total Changes in Net Equity, Cash-Flow Statement and Annual Report), as well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and its subsidiary companies (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Net Equity, Consolidated Cash-Flow Statement and Consolidated Annual Report), as drawn up by the Board of Directors at a meeting held on February 22, 2016 for the fiscal year ending December 31, 2015 .

AGENDA ITEM 2

Approval of the Individual Management Report of ENDESA S.A. and the Consolidated Management Report of ENDESA, S.A. and its subsidiaries for the fiscal year ending December 31, 2015.

Approval of the Individual Management Report of ENDESA S.A. and the Consolidated Management Report of ENDESA, S.A. and its subsidiaries for the fiscal year ending December 31, 2015, as drawn up by the Company’s Board of Directors at its meeting held on February 22, 2016.

AGENDA ITEM 3

Approval of the corporate management for the fiscal year ending December 31, 2015.

Approval of the Board of Directors’ management and actions during the fiscal year ending December 31, 2015.

AGENDA ITEM 4

Approval of the application of earnings for the fiscal year ending December 31, 2015.

Approval of the application of fiscal year earnings as determined by the Board of Directors at a meeting held on February 22, 2016, such that ENDESA, S.A.'s total profits of €1,135,023,514.03 for fiscal year 2015 shall be distributed as follows:

To Dividends - Maximum amount to distribute

is 1.026 euros (gross) per share

for all of the shares (1,058,752,117 shares) 1,086,279,672.04

To Retained Earnings 48,743,841.99

TOTAL 1,135,023,514.03

On December 21, 2015, the Board of Directors of ENDESA, S.A. approved the distribution of interim dividends on account of the profit from fiscal year 2015 in the amount of €0.40 per share (gross). This interim dividend was paid out on January 04, 2016.

The final dividend (0.626 euros gross per share) will be paid out on July 1, 2016.

AGENDA ITEM 5

Amendment of Corporate Bylaws

AGENDA ITEM 5.1

5.1. Amendment of Article 4 of the Corporate Bylaws, regulating the registered offices.

Amendment of Article 4 of the Corporate Bylaws, which shall hereafter read as follows:

“Article 4. Address.

The registered office shall be located in Madrid, at calle de Ribera del Loira, number 60. The Board of Directors shall be empowered to change the domicile within the national territory.

Likewise, the Board of Directors shall have the power to create, shutdown or transfer company branches, agencies, representative offices or any other offices of the company."

AGENDA ITEM 5.2

5.2. Amendment of Article 17 of the Corporate Bylaws, regulating the statutory bodies.

Amendment of Article 17 of the Corporate Bylaws, which shall hereafter read as follows:

“Article 17. Statutory bodies.

The statutory bodies of the company are the General Shareholders' Meeting, the Board of Directors and those delegated bodies established thereunder.

The Board of Directors shall establish, in accordance with legal provisions and with its organizational power, the Auditing and Compliance Committee, the Appointments and Compensation Committee and any other Committees or Commissions which are necessary or deemed appropriate for the best performance of its duties.

The Board may also create Advisory Boards for the purpose of making itself more efficient in the performance of its duties.

The Regulations of the Board of Directors shall establish, in accordance with the provisions of the law and the Corporate Bylaws, the system that will govern the various Commissions or Committees and the Advisory Boards."

AGENDA ITEM 5.3

5.3. Amendment of Article 41 of the Corporate Bylaws, regulating directors' compensation.

Addition of paragraph 3 to Article 41 of the Corporate Bylaws, which shall read as follows:

Article 41. Compensation.

(…)

“3. Notwithstanding the aforementioned compensation, Executive Directors' compensation may also include the delivery of shares or share option rights or compensation linked to share value. Application of this type of compensation shall require a resolution of the General Shareholders' Meeting stating, as the case may be, the maximum number of shares that may be allocated to this compensation scheme in each fiscal year, the exercise price or the method for calculating the exercise price of the stock options, the share value that, as the case may be, is used as a benchmark, the term of the plan and any other conditions deemed appropriate."

AGENDA ITEM 5.4

5.4. Amendment of Articles 52 and 58 of the Bylaws, regulating the composition, functioning and duties of the Audit and Compliance Committee and the appointment of auditors, respectively.

Amendment of Articles 52 and 58 of the Corporate Bylaws, which shall hereinafter read as follows:

“Article 52. Audit and Compliance Committee

The Audit and Compliance Committee shall be comprised of a minimum of three and a maximum of six Non-Executive Directors from the Board of Directors, the majority of whom, at least, must be Independent Directors and one of whom shall be appointed based on their accounting and/or auditing knowledge and experience. The members of the Committee shall collectively have the relevant technical expertise in relation to the sector of activity in which the company operates.

The Chairman of the Audit and Compliance Committee shall be appointed, by the Board of Directors, from among the Independent Directors on the Committee and which should be replaced every four years. The Chairman may, however, be re-elected one year after his/her removal has lapsed.

The main task of the Committee is to promote compliance with good governance and ensure the transparency of all actions of the Company as related to economic and financial matters, external and compliance audits, and internal audits. In any event, it will be entrusted with the following duties:

a) To inform the general shareholders' meeting about matters arising which fall under the competency of the Committee and, in particular, about audit results, explaining how the audit has contributed to the integrity of the financial information provided, and about the involvement of the Committee in this process.

b) To supervise the effectiveness of the company's internal controls, internal auditing and risk management systems, as well as discuss with auditors any significant weaknesses in the internal control system identified during the audit, without undermining its independence. For such purpose, as the case may be, recommendations or proposals may be submitted to the governing body, including the periods established for compliance therewith.

c) To monitor the preparation and presentation of all required financial information and present recommendations or proposals to the governing body, aimed at safeguarding the integrity thereof.

d) To refer proposals for the selection, appointment, reappointment and removal of the statutory auditor, taking responsibility for the selection process in accordance with the provisions of applicable regulations, as well as on the hiring conditions thereof, to the Board of Directors, and regularly gather information from the external auditor on the auditing plan and execution thereof, in addition to maintaining its independence in carrying out its duties.

e) To establish the relevant relationships with the external auditor in order to receive information on all matters which may threaten their independence, to be examined by the Committee, as well as on any other matters related to the auditing of the accounts, and, as applicable, on the authorization of services other than those services prohibited under the terms set forth in applicable regulations on the independence regime, including all communications as provided for by statutory auditing legislation and standards. In any event, the Committee shall receive an annual statement from the external auditors on their independence in relation to the company or any of its directly or indirectly related entities. This report shall include detailed and personalized information on additional services of any nature that were provided together with the applicable fees received from such entities by either the external auditor or other persons or entities related thereto, in accordance with the applicable regulations governing statutory auditing.

f) To issue annually, prior to the issuance of the auditors’ report, a report which will express an opinion on whether the independence of the statutory auditors or audit firms is compromised. This report shall, in any event, include a motivated assessment of the value of each and every one of the additional services referred to in the preceding paragraph, accounted for both individually and collectively, which were provided apart from the legal auditing and in relation to independence requirements or regulations governing statutory audit activities.

g) Provide the Board of Directors with advance notice regarding all matters provided for by Law, these Bylaws and the Board Regulations and in particular, regarding:

all financial information which the company must periodically make public. the creation or acquisition of shares in special purpose vehicles or companies incorporated in foreign countries or territories which are classified as tax havens and all transactions with related parties.

The Committee shall not exercise those functions provided for in this paragraph g) when they are assigned by the Bylaws to another Committee which is comprised solely of non-executive Directors and, at least, two Independent Directors, one of whom shall be the chairman.

These duties shall be deemed to be without limitation and notwithstanding such other duties as may be entrusted to the Committee by the Board of Directors.

The Board Regulations may establish the competencies of the Committee as well as the organization and operation thereof. The Audit and Compliance Committee may have its own regulations, which shall be approved by the Board of Directors."

“Article 58. Appointment of Auditors.

The Audit and Compliance Committee will propose the external auditors to the Board of Directors who will refer this issue to the General Shareholders' Meeting. The appointment by the General Shareholders' Meeting shall take place before the end of the year to be audited, for a period of not less than three years or more than nine years. The General Shareholders' Meeting may re-elect the Auditors annually once the initial period has lapsed, for maximum successive periods of three years, complying in all cases with maximum contracting periods provided for by law. The General Shareholders' Meeting may appoint one or several natural persons or legal entities to act jointly. When the appointed auditors are natural persons, the General Shareholders' Meeting must appoint as many substitutes as there are appointed auditors."

AGENDA ITEM 5.5

5.5. Amendment of Article 65 of the Corporate Bylaws, regulating conflict resolution.

Amendment of Article 65 of the Corporate Bylaws, which shall hereafter read as follows:

“Article 65. Conflict Resolution.

Ownership of one or more shares implies acceptance and absolute agreement with the Company's Bylaws and Regulations, and submission to the resolutions legally adopted by the Company's governing bodies.

For all disputes that may arise between the Company and the shareholders, or between the shareholders themselves, which are related to corporate matters, both the Company and the shareholders submit to the jurisdiction of the Company's registered office and waive their right to the jurisdiction to which they would otherwise submit."

AGENDA ITEM 6

Amendment of General Shareholders' Meeting Regulations.

AGENDA ITEM 6.1

6.1. Amendment of Article 1, regulating the purpose of the General Shareholders' Meeting Regulations.

Amendment of Article 1 of the General Shareholders' Meeting Regulations, which shall hereafter read as follows:

“Article 1. Purpose

In compliance with legal provisions and the Corporate Bylaws, these Regulations govern the organization and functioning of the General Shareholders’ Meeting, including meeting notices, preparation and information for the Meeting, and attendance and proceedings thereat, with a view to making it easier for shareholders to exercise their rights and ensuring equal treatment of all shareholders in identical circumstances."

AGENDA ITEM 6.2

6.2. Amendment of Article 8, regulating publication and announcement of meeting notice.

Amendment of Article 8 of the General Shareholders' Meeting Regulations, which shall hereafter read as follows:

“Article 8. Publication and Announcement of Meeting Notice

1. The General Shareholders' Meeting shall be convened by announcement published at least one month before the date on which the meeting is to be held.

The official meeting notice shall be published, at least, through the following channels:

a) The Official Mercantile Registry Bulletin (Boletín Oficial del Registro Mercantil) or one of the highest-circulating newspapers in Spain.

b) The Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) website.

c) The Company's website.

In accordance with the rules in force for each of the relevant markets, the official meeting notice shall also be sent to all other regulators for the markets on which the Company's shares are listed.

2. The meeting notice shall include all information as required by law, including the name of the Company, the date and time of the meeting, as well as the agenda, which shall contain the business to be transacted, and shall indicate, as appropriate, the agenda items included at the request of shareholders entitled to do so, and the position held by the person(s) issuing the official meeting notice. Furthermore, the meeting notice shall include the date by which shareholders must have their shares registered in order to be able to participate in and vote at the General Meeting, the location and manner in which full copies of the proposed documents and resolutions can be obtained, the URL to the page on the Company's website where the information will be available with a clear and precise explanation of the procedures that the shareholders must follow in order to be allowed to participate in the General Meeting and cast a vote, in accordance with the provisions of law.

3. It may also state, if appropriate, the date on which the General Shareholders’ Meeting is to be held in second call. There must be at least 24 hours between the first and second call of the Meeting. If the General Meeting, duly convened, was not held in first call, and the official meeting notice provided no date for a meeting in second call, such date shall be announced, with the same agenda and following the same publicity requirements applicable to the first call, within 15 days following the date on which the General Meeting was to be held and at least 10 days before the new meeting date.

4. The text of the legal notice shall be included on the Company’s website. In addition, information on any other aspects of interest for the following of the meeting, such as the existence of simultaneous translation or audiovisual dissemination of the General Meeting, shall be provided on said website.

5. Shareholders who represent at least three percent of share capital may request that a supplement to the Annual General Meeting notice be published, including one or more agenda items, provided that the new items are accompanied by a justification or, as the case may be, a justified proposed resolution. Under no circumstances may this right be exercised in relation to Special General Shareholders' Meeting notices.

The exercise of this right must be carried out by attestable notice which must be received at the registered offices within five days following publication of the official meeting notice. The supplement to the official meeting notice shall be published at least 15 days in advance of the date established for the General Meeting.

Failure to publish the meeting notice supplement within such period may cause the General Meeting to be challenged.

6. Shareholders representing at least three percent of the share capital may, within the same period set forth in the previous section, present justified proposed resolutions on topics which are or which may be included on the agenda for the meeting called. The company shall ensure that all such proposed resolutions, as well as any accompanying documentation, are sent to the remaining shareholders in accordance with the provisions of law.

7. If the shareholders exercise any of the rights provided for in sections 5 and 6, supra, the Company shall immediately publish said supplemental agenda items and new proposed resolutions, issuing a new form of attendance, proxy and distance voting card incorporating all required amendments to ensure that said new agenda items and alternative proposed resolutions may be voted on under the same terms as proposals made by the Board of Directors."

AGENDA ITEM 6.3

6.3. Amendment of Article 11, regulating representation by proxy at the General Shareholders' Meeting.

Amendment of Article 11 of the General Shareholders' Meeting Regulations, which shall hereafter read as follows:

“Article 11. Representation by Proxy

1. Every shareholder with a right to attend may exercise such right by way of proxy at the General Meeting. The proxy must be granted in writing and specifically for each Shareholders' Meeting, as well as comply with all other relevant legal provisions. This power of representation is construed without prejudice to the provisions of the law for cases of family representation and granting of general powers of attorney.

In any case, both for cases of voluntary as well as legal proxies, there may not be more than one proxyholder at the General Meeting, save in the cases provided by law.

2. A proxy is always revocable. Personal attendance at the General Meeting shall have the effect of revocation.

3. Those organizations with standing as shareholders by virtue of the book-entry of the shares, but who act on behalf of various individuals, may divide and cast their vote in different directions in accordance with different voting instructions, if received.

4. If the proxy was validly granted in accordance with the law, the Bylaws and these Regulations but did not include the identity of the proxyholder and/or instructions regarding the exercise of voting rights, it shall be understood, unless the Board of Directors establishes different rules applicable to any specific General Shareholders' Meeting, that (i) the shareholder granting the proxy has given the proxyholder specific instructions to vote for all proposals submitted by the Board of Directors, (ii) the proxy has been granted to the Chairman of the Board of Directors, (iii) the proxy has been granted as regards all items on the agenda for the General Meeting, and (iv) it also covers all items which may arise outside the scope of the agenda, in which case the proxyholder may cast a vote which he/she understands to be in the best interests of the represented party.

5. Unless expressly stated otherwise by the shareholder, if the proxy has a conflict of interest and lacks specific voting instructions or if, despite having such instructions, the proxy wishes not to represent the shareholder with regard to the items with which there is a conflict of interest, it shall be understood that the shareholder has designated to represent him/her as regards those items, jointly and in succession, in the event that any of the following also have a conflict of interest, first, the Chairman of the General Meeting, second, the Secretary thereof and, finally, the Vice Secretary of the Board of Directors, if any, and, if not, or if the latter also has a conflict of interest, the individual selected by the Board of Directors. The Board of Directors may resolve upon rules implementing or amending the provisions of this section for application to a specific General Shareholders' Meeting."

AGENDA ITEM 7

The Annual Report on Directors’ Compensation, to be submitted to a consultative vote.

Submit to a consultative vote the Annual Report on Directors' Compensation, the text of which has been made available to the shareholders as from the publication date of the meeting notice. Said report shall be attached to the Shareholders' Meeting Minutes, as an integral part thereof and of this proposed resolution.

AGENDA ITEM 8

Approval of the Directors' Compensation Policy for 2016-2018.

In accordance with the provisions of Articles 511bis.1.c) and 529 novodecies.1 of the Capital Corporations Law, and notwithstanding the provisions of section 5 thereof, approval of the Directors' Compensation Policy for 2016-2018 (the text of which has been made available to the shareholders on the Company's website as from the date the meeting notice was published together with the specific report of the Appointments and Compensation Committee, mentioning the right of the shareholders to request that these documents be delivered or sent thereto free of charge). Said policy shall be attached to the Shareholders' Meeting Minutes, as an integral part thereof and of this proposed resolution, and includes, in particular:

(i) In accordance with Article 529 septdecies of said Law, compensation of Directors in their condition as such, under the compensation scheme provided for in the bylaws, including the maximum amount of annual compensation to be paid to the directors as a whole, in their condition as such; and

(ii) In accordance with Article 529 octodecies of the same Law, as regards directors carrying out executive duties, the amount of fixed annual compensation and any changes to such amount during the period referred to in the policy, the different parameters for setting variable components and the main terms and conditions of their contracts including, in particular, the term, severance payment for early removal or termination of the contractual relationship and exclusivity clauses, post-contractual non-competition covenants and tenure or loyalty.

AGENDA ITEM 9

Approval of the so-called Loyalty Plans for 2015-2017 and 2016-2018 (including amounts linked to the Company's share value), insofar as ENDESA, S.A.'s Executive Directors are included among its beneficiaries.

Approval of the long-term variable compensation plans called the "Loyalty Plan", "2015-2017 Program" and "2016-2018 Program" (jointly, the "Programs"), which include amounts linked to the Company's share value, insofar as ENDESA, S.A.'s Executive Directors are included among its beneficiaries, with the following key characteristics:

1.- The Loyalty Plan sets forth a long-term compensation scheme aimed at strengthening the alignment of high-responsibility executives with the Company's strategic objectives:

2.- The Loyalty Plan applies to the Chairman, Chief Executive Officer and all other executives of the Endesa Group holding strategic responsibility, as determined by the Board of Directors.

3.- The period for performance measurement as regards the 2015-2017 Program will be three years from January 1, 2015, and from January 1, 2016 for the 2016-2018 Program.

4.- Accrual of the variable compensation under each of the Programs is subject to compliance with two targets during the accrual period:

a) Performance of Total Shareholder Return (TSR) of ENDESA, S.A. in relation to the TSR performance of the selected benchmark, i.e. the Euro-Stoxx Utilities Index. This parameter will be weighted at 60% of the total incentive for each of the Programs.

b) Target for the cumulative Return on Average Capital Employed during the accrual period. This parameter, which measures performance of capital employed without taking into account the financial structure of the Consolidated Group, is weighted at 40% of the total incentive for each of the Programs.

A threshold level beyond which the target is considered met up to 50% and two performance levels for targets that have been overachieved is established for each target - performance beyond the first level equals 150% and performance beyond the second level constitutes maximum achievement of 180%. Therefore, variable compensation levels for each of the Programs will range from 0%-180% of the incentive base (target equals 100% achievement).

In the case of TSR performance, it is understood that the reward granted in relation to the TSR shall not exceed 100% of the assigned value base in the event that ENDESA's TSR, although exceeding the Euro-Stoxx Utilities Index, is negative in absolute terms. Thus, in such case, the multipliers of 180% and 150% could not be applied.

5.- The target assigned to each beneficiary under each Program will be as provided in their individual contracts, if addressed therein, or otherwise, in the relevant Group policy defining different target percentage levels based on the level of responsibility. The target for the Chairman is €568,400 for each of the Programs and for the Chief Executive Officer, €470,268 under the 2015-2017 Program and €490,000 under the 2016-2018 Program.

6.- Payment of variable compensation accrued under each of the Programs will be made in cash and subject to the payment and deferral rules established by the Board of Directors, as well as to the relevant malus and clawback clauses.

It is resolved to delegate to the Board of Directors, with express power of substitution, the authority to implement at the time and in the manner it deems convenient, formalize, amend and execute the Loyalty Plan Programs, adopting all resolutions and executing as many public or private documents as may be necessary or convenient to ensure the full effectiveness thereof, with the power to change, rectify, amend and supplement and, in general, to adopt any resolutions and perform any actions necessary or merely convenient for the effective implementation and operation of the Programs, including but not limited to, the following powers:

a) To set specific conditions for the Programs and for granting and exercising rights thereunder, including the approval or amendment of the Programs, the determination of the beneficiaries for each Program, the conditions for granting or exercising the rights and verifying achievement, the rights that grant the status of beneficiary, the levels of performance for each of the parameters 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.

Madrid, 26 April 2016

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