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Non-EU subsidiaries
At the date of approval by the Board of Directors of the financial statements of Enel SpA for 2009 – March 17, 2010 – the Enel Group meets the “conditions for the listing of shares of companies with control of over companies established and regulated under the law of non-EU countries” (hereinafter “non-EU subsidiaries”) established by CONSOB with Article 36 of the Market Rules (approved with Resolution no. 16191 of October 29, 2007 as amended with Resolution no. 16530 of June 25, 2008).

Specifically, we report that:

  • in application of the materiality criteria for the purposes of consolidation introduced in Article 36, paragraph 2, of the CONSOB Market Rules with effect from July 1, 2008, eleven non-EU subsidiaries of the Enel Group have been identified to which the rules in question apply on the basis of the consolidated accounts of the Enel Group at December 31, 2008.

    They are: 1) Ampla Energia e Servicos SA (a Brazilian company belonging to the Endesa Group); 2) Chilectra SA (a Chilean company belonging to the Endesa Group); 3) Compania Distribuidora y Comercializadora de Energia SA (a Colombian company belonging to the Endesa Group); 4) Companhia Energetica do Cearà SA (a Brazilian company belonging to the Endesa Group); 5) Edegel SA (a Peruvian company belonging to the Endesa Group); 6) Emgesa SA ESP (a Colombian company belonging to the Endesa Group); 7) Empresa Nacional de Electricidad – Endesa Chile SA (a Chilean company belonging to the Endesa Group); 8) Endesa Brasil SA (a Brazilian company belonging to the Endesa Group); 9) Endesa Capital Finance LLC (a US company belonging to the Endesa Group); 10) Enersis SA (a Chilean company belonging to the Endesa Group); and 11) OGK-5 OJSC (a Russian subsidiary of Enel Investment Holding BV);

  • the balance sheet and income statement for the 2009 financial statements of the above companies included in the reporting package used for the purpose of preparing the consolidated financial statements of the Enel Group will be made available to the public by Enel SpA (pursuant to Article 36, paragraph 1a) of the CONSOB Market Rules) by the day following the approval by the shareholders of the 2009 financial statements of Enel SpA (pursuant to the applicable provisions of Article 77, paragraph 1, of the CONSOB Market Rules);

  • the articles of association and composition and powers of the control bodies from all the above subsidiaries have been obtained by Enel SpA and are available in updated form to CONSOB where the latter should request such information for supervisory purposes (pursuant to Article 36, paragraph 1b) of the CONSOB Market Rules);

  • Enel SpA has verified that the above subsidiaries:

(i) provide the auditor of the parent company Enel SpA with information necessary to perform annual and interim audits of Enel SpA (pursuant to Article 36, paragraph 1ci) of the CONSOB Market Rules);

(ii) use an administrative and accounting system appropriate for regular reporting to the management and auditor of the parent company Enel SpA of income statement, balance sheet and financial data necessary for preparation of the consolidated financial statements (pursuant to Article 36, paragraph 1cii) of the CONSOB Market Rules).

Disclosures on financial instruments
The disclosures on financial instruments required by Article 2428, paragraph 2, no. 6 bis of the Civil Code are reported in note 4 to the financial statements.

Transactions with related parties
Please consult note 32 to the financial statements for information on transactions with related parties.

Own shares
The company does not hold treasury shares nor did it engage in transactions involving own shares during the year.

Atypical or unusual operations
Pursuant to the CONSOB Notice of July 28, 2006, Enel did not carry out any atypical or unusual operations in 2009.
Such operations include transactions whose significance, size, nature of the counterparties, object, method for calculating the transfer price or timing could give rise to doubts concerning the propriety and/or completeness of disclosure, conflicts of interest, preservation of company assets or protection of minority shareholders.

Personal Data Protection Code (Legislative Decree 196 of June 30, 2003)
Enel SpA prepared its Security Policy Document pursuant to Article 34 of the “Personal Data Protection Code” (Legislative Decree 196 of June 30, 2003). The document is updated as required by the law.

Subsequent events
Significant events following the close of the year are discussed in note 36 to the financial statements.