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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 2016 – March 16, 2017 – 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 Regulation (approved with Resolution 16191 of October 29, 2007). Specifically, we report that:

  • in application of the materiality criteria for the purposes of consolidation provided for in Article 36, paragraph 2, of the CONSOB Market Regulation, 27 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, 2015. They are: 1) Ampla Energia e Serviços SA (Brazilian company belonging to Enel Américas); 2) Codensa SA ESP (Colombian company belonging to Enel Américas); 3) Companhia Energética do Ceará SA (Brazilian company belonging to Enel Américas); 4) Compañía Eléctrica Tarapacá SA (company merged into Gas Atacama Chile SA as from December 1, 2016); 5) Dominica Energía Limpia S de RL de Cv (Mexican company belonging to Enel Green Power); 6) EGPNA Renewable Energy Partners LLC (US company belonging to Enel Green Power); 7) EGPNA REP Wind Holdings LLC (US company belonging to Enel Green Power); 8) Emgesa SA ESP (Colombian company belonging to Enel Américas); 9) Empresa Distribuidora Sur - Edesur SA (Argentine company belonging to Enel Américas); 10) Empresa Eléctrica Panguipulli SA (Chilean company belonging to Enel Green Power); 11) Enel Américas SA (Chilean company resulting from the demerger of Enersis SA); 12) Enel Brasil SA (Brazilian company belonging to Enel Américas); 13) Enel Chile SA (Chilean company resulting from the demerger of Enersis SA); 14) Enel Distribución Chile SA (formerly Chilectra SA, a Chilean company belonging to Enel Chile); 15) Enel Distribución Perú SAA (formerly Empresa de Distribución Eléctrica de Lima Norte SAA, a Peruvian company belonging to Enel Américas); 16) Enel Fortuna SA (Panamanian company belonging to Enel Green Power); 17) Enel Generación Chile SA (formerly Empresa Nacional de Electricidad SA, a Chilean company belonging to Enel Chile); 18) Enel Generación Perú SAA (formerly Edegel SA, a Peruvian company belonging to Enel Américas); 19) Enel Green Power Brasil Participações Ltda (formerly Enel Brasil Participações Ltda, a Brazilian company belonging to Enel Green Power); 20) Enel Green Power Chile Ltda (Chilean company belonging to Enel Green Power); 21) Enel Green Power del Sur SpA (formerly Parque Eólico Renaico SpA, a Chilean company belonging to Enel Green Power); 22) Enel Green Power México S de RL de Cv (Mexican company belonging to Enel Green Power); 23) Enel Green Power North America Inc. (US company belonging to Enel Green Power); 24) Enel Kansas LLC (US company belonging to Enel Green Power); 25) Enel Russia PJSC (Russian company); 26) Gas Atacama Chile SA (Chilean company belonging to Enel Chile); 27) Origin Goodwell Holdings LLC (US company belonging to Enel Green Power)
  • the balance sheet and income statement for the 2016 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 Market Regulation) at least 15 days prior to the day scheduled for the Ordinary Shareholders’ Meeting called to approve the 2016 financial statements of Enel SpA together with the summary statements showing the essential data of the latest annual financial statements of subsidiaries and associated companies (pursuant to the applicable provisions of Article 77, paragraph 2-bis, of the CONSOB Issuers Regulation approved with Resolution 11971 of May 14, 1999);
  • 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 144 Annual Report 2016 36, paragraph 1b) of the Market Regulation);
  • Enel SpA has verified that the above subsidiaries: - 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 1 (letter c-i)) of the Market Regulation); - 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 1 (letter c-ii)) of the Market Regulation).

Approval of the financial statements

The Shareholders’ Meeting to approve the financial statements, as provided for by Article 9.2 of the bylaws of Enel SpA, shall be called within 180 days of the close of the financial year.
The use of that time limit rather than the ordinary limit of 120 days from the close of the financial year, permitted under Article 2364, paragraph 2, of the Italian Civil Code, is justified by the fact that the Company is required to prepare consolidated financial statements.

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 31 “Financial instruments”, note 32 “Risk management”, note 33 “Derivatives and hedge accounting” and note 34 “Fair value measurement” to the separate financial statements of Enel SpA.

Transactions with related parties 

For more information on transactions with related parties, please see note 35 to the separate financial statements of Enel SpA.

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 2016.
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.

Subsequent events

Significant events following the close of the year are discussed in note 50 to the consolidated financial statements.