REPORT OF THE BOARD OF DIRECTORS ON

REPORT OF THE BOARD OF DIRECTORS
ON THE THIRD ITEM ON THE AGENDA
Appointment of three members of the Board of Directors pursuant to Article 2386 of
the Italian Civil Code. Related resolutions
Dear Shareholders,
Please note that the ordinary Shareholders’ Meeting held on April 24th, 2013 resolved to
set the number of the members of the Company’s Board of Directors at 10 and to appoint
the new Board of Directors of the Company for a term of 3 financial years (2013, 2014,
and 2015) until the approval of the financial statements for year 2015.
During the abovementioned Meeting there have been appointed as Directors, inter alia,
Mr. Luigi Ferraris, with the office of Chairman of the Board of Directors, Mr. Francesco
Starace, subsequently appointed by the Board of Directors as Chief Executive Officer of
the Company and Francesca Gostinelli.
It is reminded that the abovementioned Directors, who have been appointed by the
majority Shareholder Enel S.p.A., have resigned during the term of their office.
In particular, on May 22nd, 2014, Mr. Francesco Starace resigned from the offices of Chief
Executive Officer and Director of Enel Green Power S.p.A., following his appointment, by
the Shareholders’ Meeting of Enel S.p.A., held on May 22nd, 2014, as member of the
Board of Directors of the latter.
Since there were no other candidates within the list presented by the majority shareholder
Enel S.p.A. for the abovementioned Shareholders’ Meeting of Enel Green Power S.p.A.
held on April 24th, 2013, the Board of Directors of Enel Green Power S.p.A., in
replacement of Mr. Starace, pursuant to Article 2386 of the Italian Civil Code, appointed by
cooptation Mr. Francesco Venturini, as new Director of the Company also appointing him
as Chief Executive Officer of the Company.
Subsequently, Mr. Luigi Ferraris resigned from the offices of Chairman of the Board of
Directors and Director of the Company, with effect from December 17th, 2014; in
replacement of Mr. Ferraris, the Board of Directors, pursuant to Article 2386 of the Italian
Civil Code, appointed by cooptation Mr. Alberto De Paoli, Chief Financial Officer of Enel
S.p.A., as new Director of the Company also appointing him as Chairman of the Board of
Directors of the Company.
Lastly, Mrs. Francesca Gostinelli, following her appointment to another office within the
Enel S.p.A. Group, resigned from the office of Director with effect from April 2nd, 2015. In
her replacement, the Board of Directors held on April 2nd, 2015 appointed by cooptation as
Director, pursuant to Article 2386 of the Italian Civil Code, Mrs. Ludovica Maria Vittoria
Parodi Borgia, head of the Legal Assistance and Group Significant Litigation Unit and of
the Legal and Corporate Affairs Eastern Europe Unit of the Enel Group.
Stated the above, please note that, according to applicable laws, the term of the offices of
the abovementioned Directors co-opted by the Board of Directors will expire on the date of
the next Meeting that will be held for the approval of the financial statements for year 2014
and, therefore, the Meeting will be asked to resolve upon the appointment of three new
members of the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Such
new Directors will remain in office until the expiration of the office of the current Board of
Directors, i.e. until the date of the Meeting that will be held for the approval of the financial
statements for the financial year ending on December 31st, 2015.
Please also note that the current composition of the Board of Directors, as resulting from
the abovementioned co-optations, is already fully compliant with applicable laws and with
the recommendations of the Corporate Governance Code for listed companies on
independence requirements and balance between genders, it being composed (i) for 6/10,
of Directors with the independence requirements provided for by Article 147-ter, paragraph
4, and Article 148, paragraph 3, of the Legislative Decree no. 58 of February 24th, 1998,
and by Article 37 of the Market Regulation adopted by Consob with resolution no. 16191 of
October 29th, 2007, as subsequently amended and integrated; and (iii) for 3/10, of
Directors of the less represented gender.
In the light of the above and taking into account the excellent work performed during these
months by the CEO Francesco Venturini and by the Chairman Alberto De Paoli, as well as
taking into account the rely of Board of Directors on those persons as well as on Ludovica
Maria Vittoria Parodi Borgia, the Board of Directors aims to propose to the Shareholders’
Meeting to confirm, as member of the Board of Directors of the Company, the same Mr.
Francesco Venturini Mr. Alberto De Paoli and Ludovica Maria Vittoria Parodi Borgia
throughout the term of the office of the current Board of Directors, granting them, pro rata
temporis, with the same remuneration resolved by the Shareholders’ Meeting held on April
24th, 2013 for such office.
In this respect, we attach to this explanatory Report the curriculum vitae of Mr. Francesco
Venturini, Mr. Alberto De Paoli and Ludovica Maria Vittoria Parodi Borgia, as well as copy
of the declarations made by the latters certifying: (i) their acceptance of the appointment;
(ii) the absence of any cause of ineligibility and incompatibility, as well as the possession
of the requirements provided for the office under applicable laws and regulations, and the
“Guidelines regarding the maximum number of offices that the Directors of Enel Green
Power S.p.A. may hold” adopted on June 11th, 2010 by the Board of Directors of Enel
Green Power S.p.A., according to the recommendations set forth under Article 1.C.3 of the
Corporate Governance Code for listed companies, and subsequently amended on
December 19th, 2012.
It is also reminded to the Shareholders that, pursuant to Article 13.3 of the Corporate
Bylaws, the slate-vote mechanism shall apply only when the entire Board of Directors is
being appointed. Therefore, pursuant to Article 2386 of the Italian Civil Code, the
appointment of the three new Directors will be resolved by the ordinary Shareholders’
Meeting according to the majorities provided for by the law, not applying the slate-vote
mechanism.
Having said that, we therefore submit to your approval the following
agenda
The Shareholders’ Meeting of Enel Green Power S.p.A.
- having acknowledged the termination, on today’s date, of the Directors Mr.
Francesco Venturini, Mr. Alberto De Paoli and Ludovica Maria Vittoria Parodi
Borgia, all appointed by cooptation by the Board of Directors to replace,
respectively, the resigned Directors Mr. Francesco Starace, Mr. Luigi Ferraris and
Francesca Gostinelli;
- having examined and discussed the proposal of the Board of Directors, as
described in the explanatory Report on the third item on the agenda of the Meeting;
- having examined the curriculum vitae of Mr. Francesco Venturini, Mr. Alberto De
Paoli and Ludovica Maria Vittoria Parodi Borgia, as well as copy of the declarations
made by the latters certifying: (i) their acceptance of the appointment; (ii) the
absence of any cause of ineligibility and incompatibility, as well as the possession
of the requirements provided for the office under applicable laws and regulations.
resolves
1. to appoint as members of the Board of Directors of Enel Green Power S.p.A.,
pursuant to Article 2386 of the Italian Civil Code:
- Francesco Venturini, born in New York (USA), on November 2nd, 1968, fiscal
code VNTFNC68S02Z404R;
- Alberto De Paoli, born in Pavia, on October 1st, 1965, fiscal code
DPLLRT65R01G388C; and
- Ludovica Maria Vittoria Parodi Borgia, born in Beirut (Lebanon), on March 23rd,
1973, fiscal code PRDLVC73C63Z229L,
who will remain in office until the expiration of the office of the current Board of
Directors, i.e. until the date of the Meeting that will be held for the approval of the
financial statements for the financial year ending on December 31st, 2015;
2. to grant the abovementioned Directors Francesco Venturini, Alberto De Paoli and
Ludovica Maria Vittoria Parodi Borgia, pro rata temporis, with the same
remuneration resolved by the Shareholders’ Meeting held on April 24 th, 2013 for
such office.