Last checked at 30 Mar 2020 13:26
ENDESA, Sociedad Anónima(ENDESA)Annual General Shareholders’ Meeting
The Company’s Board of Directors resolved on 20 March 2020 to convene the Annual General Shareholders’ Meeting, to be held in Madrid, at the company’s registered office at Calle Ribera del Loira no. 60, on 5 May 2020, at 12:30 p.m., in a single call, in accordance with the following
Agenda
Approval of the Individual Annual Financial Statements of ENDESA, S.A. (Balance Sheet, Income Statement, Statement of Changes in Equity: Statement of Recognised Income and Expense and Statement of Total Changes in Equity, Statement of Cash Flows and the notes thereto), as well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and Subsidiaries (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the notes thereto), for the year ended 31 December 2019.Approval of the Individual Management Report of ENDESA, S.A. and of the Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year ended 31 December 2019.Approval of the Non-Financial Information Statement of its Consolidated Group for the year ended 31 December 2019.Approval of the corporate management for the year ended 31 December 2019.Approval of the proposed distribution of profit for the year ended 31 December 2019.Delegation to the Board of Directors for a period of five years, of the power to issue obligations, bonds, promissory notes or other securities, both simple and exchangeable and/or convertible into shares of the Company, as well as warrants, with the power to exclude the pre-emptive subscription right of the shareholders, limited to 10% of the share capital.Authorisation for the Company, directly or through its subsidiaries, to acquire treasury shares.Deletion of Article 17 of the Corporate Bylaws, insertion of two new articles, numbers 50 and 53, modification of the current Articles 37, 49, 52 and 53, grouping of articles from Title V into three new chapters, and modification of the numbering of Articles 18 to 53 and cross references to other Bylaw provisions, to reform the regulation of the Committees of the Board of Directors.Modification of Articles 27, 28 and 31 of the Corporate Bylaws (which after the numbering change proposed in the previous item, would become Articles 26, 27 and 30), and addition of a new Article 26-bis to set a number minimum number of shares to attend the General Shareholders’ Meeting and allow remote and electronic participation of all the Company’s shareholders.Modification of Article 56 of the Corporate Bylaws to include a reference to the Non-Financial Information Statement in the regulation of the management report.Modification of Article 6 of the General Meeting Regulations to attribute to the General Shareholders’ Meeting the purview relating to the approval of the Non-Financial Information Statement.Modification of Articles 10, 11 and 21 of the General Meeting Regulations and addition of a new Article 10-bis to reflect the amendments to the Corporate Bylaws regarding the setting of a minimum number of shares to attend the General Shareholders’ Meeting and to allow the remote and electronic participation of all the Company’s shareholders.Ratification of the appointment by co-optation and re-election of Mr. Antonio Cammisecra as Proprietary Director of the Company.Appointment of Ms. Pilar González de Frutos as Independent Director of the Company.Appointment of Ms. Eugenia Bieto Caubet as Independent Director of the Company.Appointment of Ms. Alicia Koplowitz y Romero de Juseu as Independent Director of the Company.Setting of the number of members of the Board of Directors at thirteen.Binding vote on the Annual Report on Director Remuneration.Approval of the Director Remuneration Policy for 2020-2022.Approval of the Strategic Incentive 2020-2022 (which includes payment in Company shares).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 granting of powers to the Board of Directors to record such resolutions in a public instrument and register and, as the case may be, correct such resolutions.Supplement to the meeting notice
In accordance with Articles 172 and 519 of the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital), shareholders representing at least three percent of the share capital may request that a supplement to this meeting notice be published, including one or more items on the Agenda for the General Shareholders’ Meeting, provided that the new items are accompanied by a justification or, as the case may be, by a justified proposed resolution. This right may be exercised by reliable notification which must be received at the Company’s registered offices at Calle Ribera del Loira, 60, 28042-Madrid (Spain), written out to the attention of the Secretary of the Board of Directors, within five days following publication of this official meeting notice.
Submission of Proposals
In accordance with Article 519.3 of the Spanish Corporate Enterprises Act, shareholders who represent at least three percent of the share capital may present proposals for agreement of matters already included or that should be included in the Agenda items for the General Shareholders’ Meeting. This right may be exercised by reliable notification which must be received at the Company’s registered offices at Calle Ribera del Loira, 60, 28042-Madrid (Spain), written out to the attention of the Secretary of the Board of Directors, within five days following publication of this official meeting notice.
Notary Public Intervention at the General Meeting
The minutes of the Annual General Shareholders’ Meeting shall be drawn up by a Notary Public who is a member of the Association of Notaries Public of Madrid, as so requested for this purpose by the Directors, in accordance with the provisions of Article 203 of the Spanish Corporate Enterprises Act in connection with Article 101 of the Commercial Registry Regulations, Article 35 of the Corporate Bylaws and Article 22 of the General Meeting Regulations.
Right to Attend in person and Public Request for Proxy
Shareholders who have their shares recorded in the pertinent book-entry ledger five days prior to the holding of the meeting and who hold the relevant attendance card may attend the Annual General Shareholders' Meeting. The shares of Endesa are represented through the book-entry system, as a consequence of which attendance, voting and proxy cards shall be issued and provided by the financial institutions participating in IBERCLEAR at which the shareholders have their shares deposited, without prejudice to the certificates of standing issued in accordance with the entries of the accounting ledger of the relevant entity or agency.
Each shareholder entitled to attend may grant a proxy for the Annual General Shareholders’ Meeting by means of another person, in accordance with the provisions in this regard as set forth in Articles 184 and 185 of the Spanish Corporate Enterprises Act, the Corporate Bylaws and the General Meeting Regulations.
In the case of proxies sent to the Company or granted in favour of its Directors or of the Secretary of the Board of Directors, whether directly or through the entities acting as custodian of the shares or entrusted with recording the book entries in relation thereto, the following rules shall apply, unless otherwise directed by the appointing shareholder:
Unless otherwise indicated by the shareholder appointing a proxy, the proxyholder shall be deemed to have specific instructions to vote in favour of all proposals made by the Board of Directors on the Agenda items for the meeting. In the event the Annual General Shareholders’ Meeting should vote on proposals not included on the agenda, the proxyholder shall exercise the vote he/she deems most convenient to the interests of the appointing shareholder.If shareholders representing at least three percent of the share capital have exercised their right to add Agenda items or submit proposed resolutions, 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.In the event that the person to whom the proxy is delegated is not named, said proxy shall be deemed to have been granted to the Chairman of the Board of Directors.If the proxyholder so appointed is legally subject to a conflict of interest in voting on any of the proposals submitted to the General Shareholders’ Meeting, whether included on the Agenda or not, and provided no specific voting instructions were issued or, if despite having such instructions, the proxyholder wishes not to represent the shareholder with regard to the items with which there is a conflict of interest, the proxy shall be deemed to be delegated to, unless otherwise specified by the appointing shareholder, the Chairman of the General Meeting and, if the Chairman also has a conflict of interest, to the Secretary of the General Meeting and, if the Secretary has a conflict of interest, to the person appointed by the Board of Directors.Likewise, the delegation of powers extends to topics that may be submitted to a vote of the General Shareholders’ Meeting even though they are not included on the Agenda for the Meeting. In this case, and except as indicated otherwise by the appointing shareholder, the proxyholder shall exercise the vote in the sense he/she deems most convenient to the interests of the appointing shareholder.The following is reported as regards potential conflicts of interest:
The Director Mr. Antonio Cammisecra has a conflict of interest in relation to his own ratification and appointment (Item 13).The Directors have a conflict of interest as relates to Items 18 and 19 (Binding vote on the Annual Report on Director Remuneration, and approval of the Director Remuneration Policy for 2020-2022).The Director José Damián Bogas Gálvez has a conflict of interest in relation to Item 20 (Approval of the Strategic Incentive Plan for 2020-2022, which includes amounts linked to the Company’s share price).In this same regard, the Directors may have a conflict of interest if any liability actions or proposals for removal are brought against them.
In accordance with Article 11 of the General Meeting Regulations, financial intermediaries who have standing as shareholders but who also act on behalf of various clients may divide their vote in such a manner that allows them to abide by the instructions received from such clients.
Right to Information
In accordance with the provisions of the Corporate Enterprises Act, shareholders have the right to inspect and obtain, at the Company’s registered offices, or request that the Company deliver or issue, immediately and at no charge, a copy of the following documents:
1. Annual Report. Legal Documentation (fiscal 2019).
Individual Annual Financial Statements and Management Report of ENDESA, S.A., together with the Auditor’s Report prepared by Ernst & Young, S.L. on the Individual Annual Financial Statements (fiscal 2019).Consolidated Annual Financial Statements and Management Report of ENDESA, S.A. and Subsidiaries, together with the Auditor’s Report prepared by Ernst & Young, S.L. (fiscal 2019) on the Consolidated Annual Financial Statements.Non-Financial Information StatementDirectors’ Statement of Responsibility2. Annual Corporate Governance Report (fiscal 2019).
3. Director Remuneration Policy for 2020-2022.
4. Justification report of the Appointments and Remuneration Committee on the Directors’ Remuneration Policy 2020-2022
5. Report by the consultant Deloitte on the Directors’ Remuneration Policy 2020-2022.
6. Annual Report on Directors’ Remuneration (fiscal 2019).
7. Proposed resolutions and Board Reports
Proposed resolutions.Report on the proposed amendment to the Corporate Bylaws.Report on the proposal to modify the General Meeting Regulations.Reports on the proposal for Ratification, Appointment and Re-election of Directors.Report regarding the proposal for delegation to the Board of Directors of the power to issue debt instruments both simple and exchangeable and/or convertible into shares of the Company, as well as warrants.8. Report justifying the amendments to the Board of Directors’ Regulations approved on 12 April 2019.
9. Activity Reports of Board Committees for fiscal 2019.
10. Sustainability Report (fiscal 2019).
11. Template for Attendance, Proxy and Distance Voting Card.
12. Rules on distance voting and proxies.
All texts and documentation relating to the Annual General Shareholders’ Meeting may be consulted and obtained on the Company’s website www.endesa.com. The shareholders are also informed that they may follow the General Meeting through said website.
In accordance with the provisions of Articles 197 and 520 of the Spanish Corporate Enterprises Act and of Article 9 of the General Meeting Regulations, as from the publication of the meeting notice of the General Meeting up until five days, inclusive, before the date on which the meeting is to be held in first call, shareholders may make requests in writing (or verbally during the meeting) for information or clarification as deemed necessary, or raise questions they deem relevant to the topics included on the Meeting Agenda. In addition, within the same period, in writing or verbally during the General Meeting, shareholders may request clarification regarding any publicly accessible information provided to the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) by the Company since the last General Meeting was held, as well as regarding the auditor’s report.
Requests for information shall be made in accordance with the rules set forth in Article 9.3 of the General Meeting Regulations and may be made by either delivering or mailing the request to the registered offices of the Company at the following address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS’ MEETING - SECRETARIAT OF THE BOARD OF DIRECTORS), CALLE RIBERA DEL LOIRA, 60, 28042-MADRID or through electronic means through the Company’s website (www.endesa.com), by accessing the link to the Annual General Shareholders' Meeting and selecting “Shareholders’ Right to Information”.
Those requests where the electronic document through which the information was requested includes either the recognised electronic signature of the requesting party or some other form of electronic signature which, by resolution previously adopted to such effect, the Board of Directors considers satisfies adequate guarantees of authenticity and identification of the shareholder exercising his/her right to information, shall be considered admissible. The shareholder shall be responsible for proving that the request was sent to the Company in due time and form.
Delivery of Documentation
In relation to the delivery of the aforementioned documentation at the company headquarters, from the date of publication of this call and taking into account the limitations established in Royal Decree 463/20, which declares the state of alarm in order to manage the public health crisis caused by COVID-19, approved by the Government on 14 March 2020, shareholders may request that the documentation be sent by email to the address SECRETARIA.GENERAL@endesa.es and they will also receive the information by said electronic means.
Accessibility
The venue of the meeting will be equipped with measures to facilitate access and monitoring of the meeting, and the exercise of voting, to people with reduced mobility, or sight and/or hearing impairments. Moreover, the corporate website contains the main documentation regarding the General Meeting in a format that is accessible to people with visual impairments.
RULES ON VOTING AND REMOTE DELEGATION
A- RULES ON VOTING AND REMOTE DELEGATION PRIOR TO THE HOLDING OF THE GENERAL MEETING
Endesa’s Board of Directors has decided, in accordance with the provisions of Article 31 of the Corporate Bylaws and of Article 21 of the General Meeting Regulations, that the following rules on long-distance voting and granting of proxies shall apply to this Annual General Shareholders’ Meeting, as from the date of publication of the relevant meeting notice:
1. VOTING BY MEANS OF DISTANCE COMMUNICATION
The shareholders of Endesa holding the right to attend and vote may cast their vote on Agenda items of the Annual General Shareholders’ Meeting through long-distance communication prior to the holding of the General Meeting, in the terms set forth in the Spanish Corporate Enterprises Act, in Article 31 of the Corporate Bylaws, and in Articles 10 and 21 of the General Meeting Regulations.
1.1 Means for casting long-distance votes
Valid means of distance communication for casting a distance vote are as follows:
(i) Electronic means:
The long-distance vote by electronic communication with the Company of any shareholder of Endesa must be cast through the Company’s website (www.endesa.com) by accessing the space dedicated to the Annual General Shareholders’ Meeting, under the section on long-distance voting and granting of proxies.
In accordance with the provisions of the Bylaws and the General Meeting Regulations, the mechanism for casting a vote by electronic means must Duly guarantee authenticity and identification of the shareholder exercising the voting right. The guarantees which the Board of Directors deems adequate in order to ensure the authenticity and identification of the shareholder exercising his/her voting right are, in accordance with the provisions of Article 21 of the General Meeting Regulations, the recognised electronic signature and the advanced electronic signature, in the terms provided under Law 59/2003, of 19 December, on electronic signatures, provided that they are based on a recognised electronic certificate issued by the Spanish Public Certification Authority (Autoridad Pública de Certificación Española - CERES), a body of the Spanish National Mint (Fábrica Nacional de Moneda y Timbre), and of which there is no record of revocation.
Those shareholders in possession of an electronic signature that meet the above-mentioned requirements and who are identified through such signature, as well as those shareholders who possess the electronic National Identity Card (DNIe), may cast their vote in relation to the Agenda items of the Annual General Shareholders’ Meeting through the Company’s website (www.endesa.com), by following the procedure established therein.
(ii) Post:
In order to cast a distance vote by post, shareholders must complete and sign the “Distance Voting by Post” section on the physical Attendance, Proxy or Distance Voting Card issued by the entity participating in IBERCLEAR in which they have their shares deposited. Once the Attendance, Proxy and Distance Voting Card has been filled out and the “Distance Voting by Post” section signed, the shareholder may send the card:
By post to the following address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.By delivery to the entity participating in IBERCLEAR at which his/her shares are deposited.In the event that the attendance card issued by the entity participating in IBERCLEAR does not include the section dedicated to “Distance Voting by Post”, a shareholder who wishes to vote long-distance by post must download the Distance Voting Card from Endesa’s website (www.endesa.com), printing a hard copy and completing and signing the card together with the attendance card issued by the participating entity in IBERCLEAR. Once both cards have been completed and signed, shareholders shall send them:
By post to the following address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.By delivery to the entity participating in IBERCLEAR at which his/her shares are deposited.2. GRANTING OF PROXY BY MEANS OF DISTANCE COMMUNICATION
The shareholders of Endesa may grant their proxy through long-distance communication before the Annual General Shareholders’ Meeting is held, in the terms set forth in the Spanish Corporate Enterprises Act, Article 31 of the Corporate Bylaws, Article 21 of the General Meeting Regulations, and as set forth in this official meeting notice.
2.1 Means for Granting Proxy
Valid means of distance communication for the granting of proxies are as follows:
(i) Electronic means:
To grant a proxy by electronic communication with the Company, Endesa shareholders must go to the Company’s website (www.endesa.com), access the link to the Annual General Shareholders’ Meeting, and click on the section “Rules on distance voting and proxies”.
In accordance with the provisions of the Corporate Bylaws and the General Meeting Regulations, the mechanism for casting a vote by electronic means must afford due guarantees of authenticity and identification of the shareholder exercising the voting right. The guarantees which the Board of Directors deems adequate in order to ensure the authenticity and identification of the shareholder exercising his/her voting right are, in accordance with the provisions of Article 21 of the General Meeting Regulations, the recognised electronic signature and the advanced electronic signature, in the terms provided under Law 59/2003, of 19 December, on electronic signatures, provided that they are based on a recognised electronic certificate issued by the Spanish Public Certification Authority (CERES), a body of the Spanish National Mint, and of which there is no record of revocation.
Those shareholders with an electronic signature meeting the specified requirements and who can be identified through such signature, as well as those shareholders who hold an electronic National Identity Card (DNIe), may delegate their proxy through the Company’s website (www.endesa.com), by following the procedure established therein. A shareholder who grants his/her proxy electronically must notify the appointed proxyholder that said proxy has been granted. If the proxy is granted to a Director or to the Secretary of Endesa’s Board of Directors, the notice shall be deemed to be given by means of the receipt of the electronic proxy by Endesa.
Designated proxyholders will be required to identify themselves via their National Identity Card (DNI) or Passport on the date and place of the General Meeting and, as the case may be, shall be required to provide a copy of the electronic proxy, such that the Company may verify the proxy granted.
The proxyholder can only cast the shareholder’s vote by attending the General Meeting in person.
(ii) Post:
In order to delegate a proxy by post, shareholders must complete and sign the proxy section of the physical attendance card issued by the entity participating in IBERCLEAR.
The proxyholder can only exercise the proxy by attending the General Meeting in person.
Shareholders may send the duly completed and signed card:
By post to the following address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.By delivery to the entity participating in IBERCLEAR at which his/her shares are deposited.Designated proxyholders will be required to identify themselves via their National Identity Card (DNI) or Passport on the date and place of the Annual General Shareholders’ Meeting and, as the case may be, shall be required to provide a copy of said proxy, such that the Company may verify the proxy granted.
B- ATTENDANCE THROUGH TELEMATIC MEANS AND DISTANCE VOTING RULES DURING THE GENERAL MEETING
In view of the health alert situation due to the coronavirus pandemic, the Board has agreed that attendance at the meeting can also be carried out by using telematic means that allow for real-time connection to the place where the meeting is held (“telematic assistance”). The mechanisms to electronically attend the meeting will be available to shareholders on the Endesa website www.endesa.com from 9:00 a.m. on 5 May 2020; shareholders who wish to attend this way must register no later than 12:00 a.m.
The vote during the General Meeting must be exercised through the electronic means of remote communication, indicated in the following section 1, until such time as the Chairman of the Board indicates.
Pursuant to Article 182 of the Spanish Corporate Enterprises Act, the interventions and proposals of agreements that, according to said law, those who will attend by electronic means intend to formulate, must be sent to the Company, in writing, in the manner established in the computer application on the Company’s website, between 9:00 a.m. and 12 noon on 5 May 2020. Responses to shareholders who exercise their right to information during the General Meeting will be produced during the course of the meeting or in writing during the seven days following the end of the General Meeting.
In matters not expressly regulated in this announcement, the same rules on distance voting and the adoption of resolutions provided for in the Regulations of the General Meeting will be applicable to shareholders who attend the meeting remotely and to the rest of the shareholders who attend the meeting in person.
1. VOTING BY MEANS OF DISTANCE COMMUNICATION
The shareholders of Endesa with the right to attend and vote may cast their vote on Agenda items of the Annual General Shareholders’ Meeting through long-distance communication prior to the holding of the General Meeting, in the terms set forth in the Spanish Corporate Enterprises Act, in Article 31 of the Corporate Bylaws, and in Article 21 of the General Meeting Regulations.
1.2 Means for casting long-distance votes
The valid distance communication means for casting a vote remotely during the General Meeting is as follows:
The long-distance vote by electronic communication with the Company of any shareholder of Endesa must be cast through the Company’s website (www.endesa.com) by accessing the space dedicated to the Annual General Shareholders’ Meeting, under the section on telematic attendance.
In accordance with the provisions of the Bylaws and the General Meeting Regulations, the mechanism for casting a vote by electronic means must duly guarantee authenticity and identification of the shareholder exercising the voting right. The guarantees which the Board of Directors deems adequate in order to ensure the authenticity and identification of the shareholder exercising his/her voting right are, in accordance with the provisions of Article 21 of the General Meeting Regulations, the recognised electronic signature and the advanced electronic signature, in the terms provided under Law 59/2003, of 19 December, on electronic signatures, provided that they are based on a recognised electronic certificate issued by the Spanish Public Certification Authority (Autoridad Pública de Certificación Española - CERES), a body of the Spanish National Mint (Fábrica Nacional de Moneda y Timbre), and of which there is no record of revocation.
Those shareholders in possession of an electronic signature that meet the above-mentioned requirements and who are identified through such signature, as well as those shareholders who possess the electronic National Identity Card (DNIe), may cast their vote in relation to the Agenda items of the Annual General Shareholders’ Meeting through the Company’s website (www.endesa.com), by following the procedure established therein.
C- BASIC RULES ON DISTANCE VOTING BEFORE AND DURING THE MEETING AND PROXIES BEFORE THE MEETING
1 Deadline for receipt by the Company of proxies and distance votes before the holding of the General Meeting
In order to be valid and in accordance with the provisions of the General Meeting Regulations, both proxies and long-distance votes (whether submitted electronically or by post) shall be received by the Company before 11:59 p.m. on 4 May 2020. Otherwise the proxy shall be deemed not to have been granted and the vote not cast, excluding as received following said deadline, in all cases prior to the holding of the Annual General Shareholders’ Meeting, such that the proper verification and computation may be completed with a view towards preparing and holding said Meeting.
2 Priority rules between proxy, distance voting and physical or telematic attendance at the General Meeting
2.1 Priorities between proxy, distance voting and physical or telematic attendance
(i) Attendance in person or by telematic means at the Annual General Shareholders’ Meeting for which the shareholder has previously granted a proxy or cast a long-distance vote, regardless of the means used for such purpose, shall render such proxy or vote null and void. Also, note that, where appropriate, physical attendance will render telematic attendance null and void.
(ii) Likewise, a vote, regardless of the manner in which it was cast, will render any proxy granted ineffective, whether granted electronically or by means of a printed card. If the proxy was granted before the vote was cast, the proxy will be considered revoked, and if granted subsequently, it shall be considered void.
2.2 Priorities between proxies
In the event that a shareholder validly appoints several proxies, the last proxy received by the Company shall prevail.
2.3 Priorities between distance votes prior to the holding of the Meeting
In the event that a shareholder validly casts more than one distance vote, the last vote received by the Company shall prevail.
2.4 Distance voting before or during the holding of the General Meeting
A shareholder who wishes to cast a long-distance vote (through electronic means or by post) must indicate the specific vote for each Agenda item. If no specific vote is indicated for any of the items on the Agenda, the vote shall be deemed to be made in favour of the proposals submitted by the Board of Directors on such Agenda items, as drafted thereby.
If shareholders representing at least three percent of the share capital have exercised their right to add agenda items or submit proposed resolutions, 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.
2.5 Other provisions
In the event that electronic means are employed, prior to the holding of the General Meeting, only one electronic action per type of operation (one vote and one proxy) is allowed.
Disposal of the shares conferring the attendance right acknowledged by the Company will result in both proxies and distance votes prior to the General Meeting being considered null and void.
The shareholder is exclusively responsible for the custody of his/her electronic signature for the purposes of voting or granting a proxy electronically.
3 Special rules
All shareholders who are legal persons as well as shareholders not resident in Spain should contact the Shareholder Relations Line (900 666 900) to discuss the possibility of, where applicable, adapting the long-distance voting and proxy mechanisms to their needs while still providing adequate guarantees.
Furthermore, shareholders who are legal persons shall be required to notify the Company of any change or revocation in the powers held by their representative, and Endesa shall therefore not accept any liability whatsoever until such notification has been issued.
Any of the joint holders of a share pool may attend and vote directly or by proxy, and the rules on priority established in section C.2 herein shall apply among them. For the purposes of Article 126 of the Spanish Corporate Enterprises Act, it shall be construed that the joint holder who, at any time, performs an action (voting directly or by proxy, or physical or remote attendance), has been appointed by the rest of the joint owners to exercise their shareholder rights. In these cases, the first of the holders registered (physically or remotely) at the meeting shall be considered the attendee. In relation thereto and for the purposes of Article 126 of the Spanish Corporate Enterprises Act, it shall be construed that the joint holder first registered (physically or remotely) at the meeting shall be the one appointed by the remainder of the joint owners to exercise their shareholder rights.
4. TECHNICAL INCIDENTS
Endesa reserves the right to modify, suspend, cancel or restrict the electronic voting and proxy mechanisms when so required for technical or security reasons.
Endesa shall not be liable for any damages which may be caused to a shareholder arising out of breakdowns, overloads, dropped lines, failed connections, malfunctioning of postal service or any other circumstances of a like or similar nature which are beyond Endesa’s control and which prevent the use of the long-distance voting and proxy mechanisms.
Electronic Shareholder Forum
The Board of Directors has decided, in accordance with the provisions of Article 539 of the Spanish Corporate Enterprises Act, that at the Annual General Shareholders’ Meeting, the rules of operation of the Electronic Shareholder Forum published on the Company’s website and available to the shareholders at the registered offices shall apply, as from the date of publication of the pertinent official meeting notice.
Processing of Personal Data
The personal data submitted by the shareholders to exercise or delegate their attendance and voting rights at the General Meeting, or which are furnished by banking institutions, brokers and dealers with whom shareholders have their shares deposited, through the entity legally qualified to carry out the record of book entries (IBERCLEAR), shall be processed by the Company, as the controller, for handling the call and conduct of the General Meeting, and ensuring compliance with legal obligations. All of this in compliance with legal obligations.
The General Meeting will be recorded and broadcast, and may be available to the public, wholly or in part, via the corporate web page and on accredited media. Attendance to the General Meeting implies that the attendee accepts and consents expressly, unequivocally and conclusively to the recording, processing, reproduction, distribution, public communication, viewing and dissemination on the Company’s corporate channels and by Endesa, S.A. or third-party media of their voice, likeness and any other personal data that may be captured or expressed in the course of the General Meeting. The legal basis for the processing of data entailing images of voice is both the existence of a legitimate interest on the part of the Company to record and broadcast the General Meeting, which is recognised in applicable transparency and good corporate governance rules and principles, and the consent of the attendee at the General Meeting, as there are alternative means available for exercising his/her rights.
Where in the attendance or distance voting card includes personal data referring to other natural persons, the shareholder must inform them of the restrictions contained in this data protection disclaimer and comply with any other requirements applicable for the proper disclosure of personal data to the Company, without the latter having to perform any additional actions in terms of information or consent. Shareholders are responsible for the accuracy of the data provided and for notifying the Company of any modifications thereto.
Personal data shall be kept as long as the shareholder remains a shareholder and does not request its erasure or cancellation, and the data are adequate, pertinent and limited strictly to the purposes for which it is processed. Once it is no longer needed for this purpose, the data shall be blocked for as long a period as may be required for the exercise or defence against administrative or legal proceedings and may only be unblocked and processed again for this reason. After this period, the data shall be deleted definitively.
The data will be provided to the notary, who will attend the General Meeting as provided for by law. It may also be provided to third parties in exercise of the right to information established by law.
You may exercise your right of access, rectification, erasure, restriction of processing and data portability in the situations and with the scope established in applicable legislation at any given time. To exercise these rights, please notify the Secretariat of the Board of Directors in writing, at Madrid, C/ Ribera del Loira,60, 28042.
You are also informed that you have the right to file a claim with the Spanish Data Protection Agency.
Endesa, S.A. has appointed a Data Protection Officer, with the following contact details: dpo@endesa.es. If you have any questions regarding the purposes of the processing of your personal data or the legitimacy thereof, you may contact the Data Protection Officer.
Additional information
In accordance with the limitations established by Royal Decree 463/20 declaring the state of alarm for the management of the health crisis situation caused by COVID-19, shareholders are informed, as of the date of publication of this announcement, of the means in place for participating in this Meeting:
The possibility of participating remotely, without having to go to the venue where the meeting will be held, voting or delegating the representation, prior to the holding of the Meeting (until 11:59 p.m. on 4 May 2020):by post, sending the card to the address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.by voting or delegating representation electronically through the Company's website www.endesa.com .The possibility of participating remotely by telematic means during the meeting, viewing the broadcast of the meeting live and voting online during the meeting itself.Additionally, in the event that it is not possible to hold the physical meeting of the General Shareholders’ Meeting at the headquarters of the Company, Calle Ribera del Loira, no. 60, the Company will have a second location available at the Hotel Pullman, on Avenida Capital de Spain, 10, which in its case would be diligently communicated through the Company’s website www.endesa.com, with sufficient notice.The Company recommends that shareholders participate remotely and will make a notification through its corporate website ( www.endesa.com ) of any possible changes or measures to be adopted in relation to the holding of the General Shareholders’ Meeting. In any case, shareholders are asked in the days prior to the holding of the Meeting to check the possible indications by the Company on the Company’s website www.endesa.com or to call the number 900 666 900, where the latest information to hand at all times will be provided, all aimed at allowing shareholders who consider it necessary to be able to fully exercise their rights, without being physically present.
In any case, the Company will take any measures it considers appropriate or necessary to protect the health of its directors, suppliers, shareholders and employees, and to this end may limit or eliminate attendance at the General Shareholders' Meeting.
Also, for any clarification concerning the delivery of documentation and any other aspects regarding this meeting notice, shareholders may contact the Information Office, located at the Company’s registered office at C/Ribera del Loira, 60, Madrid, either in person or by calling 900 666 900 from 9:00 a.m. to 2:00 p.m. and from 4:00 p.m. to 6:00 p.m., Monday through Thursday, and from 9:00 a.m. to 2:00 p.m. on Fridays.
Madrid, 20 March 2020
General and Board Secretary
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