DIRECTOR'S

REPORT ON THE

PROPOSED

AMENDMENTS OF

THE GENERAL

MEETING

REGULATIONS

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Report submitted by the Directors of ENDESA, S.A. tothe General Shareholders’ Meeting, in support of theproposal for amendment of the General MeetingRegulations, as included under item 15 of the GeneralShareholders’ Meeting agenda.

1. Introduction

This report is issued by the Directors of ENDESA, S.A. (“ENDESA” or the

“Company”) in support of the proposals submitted for approval, under agenda item

15, to the General Shareholders' Meeting, scheduled to be held in single call on

April 27, 2015, related to the amendment of select articles of the General

Shareholders' Meeting Regulations (the "Regulations”).

In order to ensure that the amendments submitted to the General Shareholders'

Meeting for consideration are properly understood, this report will first describe the

purpose and justification of such amendments and then reproduce the proposed

resolution to be submitted to the General Shareholders' Meeting for approval,

including the full text as it would read after said amendments are implemented.

Furthermore, to make comparing the new proposed text of the articles to their

current text easier, a verbatim transcription of both texts, in a double-column

format, listing the proposed changes to the current text in the right-hand column

and the original text in the left-hand column, is attached hereto, for informational

purposes only, as an Annex.

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2. Purpose and Justification of Amendments to the Regulations

a. Purpose of the Proposed Amendments

The purpose of the proposed amendments is to make technical improvements to

the Regulations, in line with the proposed amendments to the Corporate Bylaws,

reinforcing shareholders' rights and adapting the content thereof to f the most

recent legislative developments and, in particular, to incorporate the most recent

advances in corporate governance as set forth in Law 31/2014, of December 3,

amending the Capital Corporations Law with a view to improving corporate

governance (hereinafter, "Law 31/2014”), as well as to introduce substantive and

technical improvements to the Regulations.

The proposed amendments would affect Articles 2 (Effectiveness and Interpretation

– which would subsequently be named “Effectiveness, Interpretation and

Amendment”); 3 (Publicity); 4 (General Meeting); 6 (Powers); 7 (Power and

Obligation to Call the Meeting); 8 (Publication and Announcement of Meeting

Notice); 9 (Right to Information); 10 (Attendance Right); 11 (Representation); 13

(Quorum); 14 (Planning and Media); 18 (Shareholder Intervention) and 20

(Adoption of Resolutions). Furthermore, the proposed amendments would also

affect the preamble of the Regulations.

This amendment of the General Meeting Regulations is accompanied by amendment

of the Corporate Bylaws, as proposed under agenda item 14, to which effect the

Board of Directors has drawn up a specific report in support of such amendments.

b. Justification of Proposed Amendments:

The following proposed amendments are worth highlighting:

1.- The new requirement under Article 2 specifying that all proposals for

amendments to the Regulations which have been approved by the Board of

Directors must be accompanied by a supporting report, thereby reinforcing the

shareholders' right to information.

2.- The broadening of the competencies of the General Shareholders' Meeting in

Article 6 of the Regulations to include those competencies granted thereto in the

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Capital Corporations Law under Articles 160 and 511 bis following the reform

thereof by virtue of Law 31/2014.

3.- Following Law 31/2014, the amendment of Article 7, governing the

shareholders' right to convene a meeting of the General Meeting, such that this

right may be exercised by request of shareholders representing at least three

percent of share capital (prior to the effective date of Law 31/2014 a minimum of

five percent was required).

4.- In line with the amendment proposed under agenda item 14.2 to Article 22 of

the Corporate Bylaws, the adaptation of Article 8, governing publication and

announcement of the official meeting notice, to the regime set forth in Articles 177,

519 and 516 of the Capital Corporations Law following the changes made by Law

31/2014.

5.- The development and updating of the right to information, as regulated by

Article 9, in accordance with the provisions of Articles 197 and 520 of the Capital

Corporations Law, providing for publication on the company's website of all validly

submitted questions together with the responses provided by the directors in order

to ensure that all shareholders have access to the same information before the

General Meeting is held, and listing out all those cases in which, in accordance with

the Capital Corporations Law, the directors do not have to respond to the

information requests prior to the General Meeting.

6.- The improvement in regulation of the right of representation, governed by

Article 11, by establishing a more complete and detailed system for interpreting

the represented party's instructions and empowering organizations with standing as

shareholders by virtue of the book-entry of the shares, but who act on behalf of

various individuals, to divide and cast their vote in different directions in

accordance with different voting instructions as well as to designate more than one

proxy, in accordance with the provisions of Article 524 of the Capital Corporations

Law following the changes introduced by Law 31/2014.

7.- The adaptation of Article 13 of the Regulations to Article 194 of the Capital

Corporations Law, providing a complete list of those operations which will require a

reinforced quorum for approval.

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8.- The improvement of the system for shareholder intervention at the General

Meeting, governed by Article 18 of the Regulations, ensuring that the meetings

run smoothly, and including a list of those cases in which, in accordance with the

Capital Corporations Law, the directors do not have to respond to information

requests during the General Meeting.

9.- The adaptation of the current text of Article 20 of the Regulations to the new

legal provisions on majorities set forth in Article 201 of the Capital Corporations

Law, including the duty to hold separate votes for those resolutions covered under

Article 197 bis of the Capital Corporations Law, in both cases following the changes

made by Law 31/2014.

10.- The introduction of important technical and drafting improvements to the

preamble and Articles 3, 4, 10, and 14.

3. Proposed Resolution

The exact proposed resolution to be submitted to the General Meeting is as detailed

below.

15. Amendment of the preamble and Articles 2, 3, 4, 6, 7, 8, 9, 10, 11, 13,14, 18 and 20 of the General Shareholders' Meeting Regulations to adaptthe Regulations to legislative developments and, in particular, to the mostrecent advances in corporate governance as set forth in Law 31/2014, ofDecember 3, amending the Capital Corporations Law with a view toimproving corporate governance, and to introduce additional substantiveand technical improvements to the Regulations.

Amendment of the preamble and Articles 2 (Effectiveness and Interpretation –which would subsequently be named “Effectiveness, Interpretation andAmendment”); 3 (Publicity); 4 (General Meeting); 6 (Powers); 7 (Power andObligation to Call the Meeting); 8 (Publication and Announcement of MeetingNotice); 9 (Right to Information); 10 (Attendance Right); 11 (Representation byProxy); 13 (Quorum); 14 (Planning and Media); 18 (Shareholder Intervention) and20 (Adoption of Resolutions) of the General Shareholders' Meeting Regulations,which shall hereafter read as follows:

"Preamble

In compliance with the provisions of the law and the Corporate Bylaws, and inconsideration of the rules of good governance of listed companies, Endesa’s GeneralShareholders’ Meeting hereby adopts these Regulations. The purpose thereof is tostrengthen the participation of shareholders at the General Meeting, through theadequate planning of the mechanisms that facilitate reporting thereto and stimulatetheir contribution towards forming the corporate will through the exercise of therights to intervention in deliberations and voting. For such purposes, in drawing up

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the contents thereof, not only the legal and statutory rules have been considered,but also the recommendations of good governance, the best practices of listedcompanies and Endesa’s own experience."

“Article 2. Effectiveness, Interpretation and Amendment

1. These Regulations have been approved by the General Shareholders’ Meeting,at the proposal of the Board of Directors, and will have an indefinite termwhich shall come into effect immediately following approval thereof.

2. These Regulations will be interpreted pursuant to the provisions of thelegislation in force and the Corporate Bylaws.

3. The General Shareholders' Meeting may amend these Regulations. Allproposed amendments approved by the Board of Directors shall beaccompanied by a report supporting the proposed amendments. The amendedtext of the articles shall be applicable as of the first General Meeting heldfollowing that in which the amendments were approved, without prejudice tothose shareholder rights already recognized by law or the company's bylaws.”

“Article 3. Publicity

Notwithstanding publication as required by law, the full text of the Regulations shallbe posted on the Company’s website to ensure that shareholders have easy accessthereto.”

“Article 4. General Meeting

The General Shareholders’ Meeting is a meeting at which the shareholders,observing the legally and statutorily established formalities and requirements,debate and decide by a majority on matters falling within their competencies and toexpress the will of the Company in the form of resolutions.

All shareholders, including dissenters and those not participating at the meeting,will be subject to the resolutions of the General Shareholders’ Meeting.”

“Article 6. Powers

The General Meeting is the competent body for resolving on all matters reserved toits decision by Law or the Corporate Bylaws and, in general, for adopting allresolutions characteristic of its status as the Company’s sovereign body. Inparticular, but not limited to, it is responsible for:

a) The approval of the individual and consolidated annual financial statements,the application of earnings and the approval of the corporate management.

b) Appointment, re-election and removal of Directors, liquidators and statutoryauditors, as well as the exercise of the right to file a claim for liability againstany of the aforementioned persons.

c) Amendment of Corporate Bylaws.d) Increase or reduction of share capital.e) Elimination or restriction of pre-emptive rights.f) The acquisition, disposal or transfer of essential assets to another company.

An asset shall be considered an essential asset if the amount of thetransaction exceeds twenty five percent of total assets as listed on the most-recently approved balance sheet.

g) The transformation, merger, spin-off, or total transfer of assets and liabilitiesas well as the transfer of the registered offices abroad.

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h) Dissolution of the company.i) Approval of the final liquidation balance sheet.j) Transfer of essential activities previously carried out by the company itself to

subsidiaries, even if the former maintains full control over such activities. Anactivity or asset shall be considered essential if the amount of the transactionexceeds twenty five percent of total assets as listed on the most-recentlyapproved balance sheet.

k) Any transaction with an effect equal to that of liquidating the Company.l) The Directors' compensation policy under the terms established by law.m) Approval and amendment of the General Meeting Regulations.n) Any other matters submitted thereto by the Board of Directors for

consideration.o) Any other matters as established by law or the Corporate Bylaws.”

“Article 7. Power and Obligation to Call the Meeting

1. The Board of Directors or, as the case may be, the liquidators of theCompany, shall call an Annual General Shareholders’ Meeting to be heldwithin the first six months of each year and a Special General Shareholders’Meeting whenever they so deem appropriate for the interests of theCompany.

2. A General Shareholders’ Meeting must also be called if shareholders holdingat least three percent of the share capital so request, stating in the requestthe business to be transacted at that Meeting. In this case, the GeneralShareholders' Meeting shall be called to meet within two months following thedate on which the directors were given duly attested notice to call themeeting. The directors shall prepare the agenda, which must include theitems for which the meeting is called.”

“Article 8. Publication and Announcement of Meeting Notice

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

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

a) The Official Mercantile Registry Bulletin or one of the highest-circulatingnewspapers in Spain.

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

c) The Company's website.

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

2. The meeting notice shall include all information as required by law, includingthe name of the Company, the date and time of the meeting, as well as theagenda, which shall contain the business to be transacted, and shall indicate,as appropriate, the agenda items included at the request of shareholdersentitled to do so, and the position held by the person(s) issuing the officialmeeting notice. Furthermore, the meeting notice shall include the date bywhich shareholders must have their shares registered in order to be able toparticipate in and vote at the General Meeting, the location and manner in

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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 beavailable with a clear and precise explanation of the procedures that theshareholders must follow in order to be allowed to participate in the GeneralMeeting 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 on second call. There must be at least 24 hours betweenthe first and second call of the Meeting. If the General Meeting, dulyconvened, was not held in first call, and the official meeting notice providedno date for a meeting in second call, such date shall be announced, with thesame agenda and following the same publicity requirements applicable to thefirst call, within 15 days following the date on which the General Meeting wasto 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. Inaddition, information on any other aspects of interest for the following of themeeting, such as the existence of simultaneous translation or audiovisualdissemination of the General Meeting, shall be provided on said website.

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

The exercise of this right must be carried out by attestable notice which mustbe received at the registered offices within five days following publication ofthe official meeting notice. The supplement to the official meeting notice shallbe published at least 15 days in advance of the date established for theGeneral Meeting. Failure to publish the meeting notice supplement within suchperiod may cause the General Meeting to be challenged.

6. Shareholders representing less than three percent of the share capital may,within the same period set forth in the previous section, present justifiedproposed resolutions on topics which are or which may be included on theagenda for the meeting called. The company shall ensure that all suchproposed resolutions, as well as any accompanying documentation, are sentto the remaining shareholders in accordance with the provisions of law.”

“Article 9. Right to Information

1. As soon as the call notice of the Annual General Shareholders’ Meeting isserved, any shareholder may, immediately and at no charge, obtain from theCompany at its registered office, the financial statements, the proposedappropriation of income or allocation of loss, the management report and theauditors’ report.

This documentation will also be made available to the shareholders on theCompany’s website as from the date of the call notice.

2. From the date of the call notice for the General Shareholders’ Meeting, theshareholders may inspect at the registered offices and on the Company’swebsite the proposed resolutions, the reports and other documentation whichis required to be made available in such places pursuant to the Law and theBylaws. In such cases as may be legally applicable, the shareholders may also

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request that the full wording of the documents made available to them bedelivered or sent to them at no charge.

In any event, from the time the official meeting notice is published up untilthe General Meeting is held, the Company must continue to publish on itswebsite, at a minimum, all information as legally required.

3. Immediately following publication of the Notice of General Meeting and upuntil the fifth day preceding, inclusive, the date set for such meeting in firstcall, the shareholders may, in writing, request any information or clarificationor pose questions as they deem relevant to topics included on the agenda forthe meeting, publicly available information provided by the Company to theSpanish Securities Market Commission since the last General Meeting washeld or as relates to the auditors' report.

All of these requests for information may be made by delivery of anapplication to the registered offices or sending it to the Company by post orother means of electronic or automated long-distance communicationaddressed to the address specified in the relevant meeting notice. Those inwhich the electronic document by virtue of which the information is requestedincludes a recognized electronic signature employed by the petitioner, orother type of electronic signature which, by resolution previously adopted tosuch effect, the Board of Directors considers satisfies adequate guarantees ofauthenticity and identification of the shareholder exercising his right toinformation, shall be admitted as such. The shareholder shall be responsiblefor proving that the request was sent to the company in due time and form.

The directors shall be required to provide the information requested inaccordance with the preceding paragraph in the manner and periods providedby law, unless such information is not necessary as regards the protection ofthe shareholder's rights, or unless there are objective reasons to believe thatsuch information may be used for purposes outside the company or if therelease of such information could negatively affect the Company or any of itsaffiliates. An information request may not be denied if such request issupported by at least one fourth of total capital.

Replies to the shareholders will be issued by the Board of Directors in aresolution or, as the case may be, by any of the Directors, by the BoardSecretary, or by any person expressly authorized for such purpose.

All valid requests for information or clarification as well as all questions validlyraised in writing together with the answers provided by the directors, inwriting, shall be posted on the Company's website.

If requested information is already clearly, explicitly and directly available toall shareholders on the Company's website in a Q&A format before therelevant question was posed, the directors’ response may be limited toreferring the requesting party to the information which has already beenprovided in said format.

4. Without prejudice to the right of shareholders to information concerningGeneral Shareholders’ Meetings as referred to in Sub-article 3 above, oncethe General Shareholders’ Meeting has been called, shareholders may, afterproviding evidence of their identity as such, make comments or suggestionsin writing on the items on the agenda through the Shareholder’s Office or theCompany’s website. The General Shareholders’ Meeting will not be informedof these comments or suggestions, without prejudice to the Board of Directors

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being able to take them into account and to the right of shareholders toparticipate in the debates of the General Shareholders’ Meeting pursuant tothe provisions of the law.

5. In accordance with the legislation in force, when the General Shareholders'Meeting is convened, an Electronic Shareholder Forum will be set up on theCompany’s website. It may be accessed with due guarantees by bothindividual shareholders as well as the voluntary associations they mayestablish, which shall be duly authenticated, in order to facilitatecommunications prior to holding the General Meetings. Proposals intended tobe presented as a supplement to the agenda announced in the meetingnotice, requests for adherence to said proposals, initiatives to achieve asufficient percentage to exercise a minority right provided by law, as well asoffers or requests for voluntary representation, may be published in theForum. In any event, the Electronic Shareholder Forum shall be used inaccordance with both its legal purpose as well as any safeguards andoperating rules as set forth by the Company.”

“Article 10. Attendance Right

1. Shareholders who have their shares recorded in the pertinent book-entryledger five days in advance of the meeting being held and who hold therelevant attendance card may attend the General Meeting. Attendance cardsshall be issued through the institutions that carry the accounting records andshall be used by shareholders as the document for granting their proxy for theGeneral Meeting in question. The foregoing shall be construednotwithstanding the certificates of standing issued in accordance with theentries of the accounting record by the relevant responsible or member entity.

2. Prior to commencing the session, each attendee shall be given a copy of theproposed resolutions which will be submitted to decision of the GeneralMeeting, not including any attachments to such proposals.

3. Members of the Board of Directors must attend the General Meetings.

4. The Chairman may authorize the attendance of any person he or she deemsappropriate, although the General Meeting may revoke said authorization.”

“Article 11. Representation by Proxy

1. Every shareholder with a right to attend may exercise such right by way ofproxy at the General Meeting. The proxy must be granted in writing andspecifically for each Shareholders' Meeting, as well as comply with all otherrelevant legal provisions. This power of representation is construed withoutprejudice to the provisions of the law for cases of family representation andgranting of general powers of attorney.

In any case, both for cases of voluntary as well as legal proxies, there maynot be more than one proxyholder at the General Meeting, save in the casesprovided by law.

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

3. Those organizations with standing as shareholders by virtue of the book-entryof the shares, but who act on behalf of various individuals, may divide and

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cast their vote in different directions in accordance with different votinginstructions, if received.

4. If the proxy was validly granted according to law, the Bylaws and theseRegulations but no instructions were included therein regarding the exerciseof voting rights, it shall be understood that (i) the power shall be exercised infavor of the Chairman of the Board of Directors, (ii) the proxy has beengranted as regards all items on the agenda for the General Meeting, (iii) it hasbeen granted to be exercised in favor of all proposals set forth by the Board ofDirectors and (iv) it also covers all items which may arise outside the scope ofthe agenda, in which case the proxy shall cast a vote which he/sheunderstands to be in the best interests of the represented party.

5. Unless the shareholder expresses otherwise, if the proxy has a conflict ofinterest and lacks specific voting instructions or if, despite having suchinstructions, the proxy wishes not to represent the shareholder with regard tothe items with which there is a conflict of interest, it shall be understood thatthe 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 aconflict of interest, first, the Chairman of the General Meeting, second, theSecretary thereof and, finally, the Vice Secretary of the Board of Directors, ifany.”

“Article 13. Quorum

1. The General Shareholders’ Meeting will be validly assembled on first call if theshareholders present in person or by proxy hold at least 25 percent of thesubscribed voting share capital. On second call, the Meeting will be validlyassembled regardless of the share capital attending.

2. In order for the Annual or Special General Shareholders' Meeting to validlyresolve upon, in first call, the issuance of bonds, the increase or reduction ofcapital, the transformation, merger, spin-off, or total transfer of assets andliabilities of the company, the elimination or restriction of pre-emptive rightsover new shares, the transfer of the registered offices abroad and, in general,any amendment to the Corporate Bylaws, shareholders representing at least50% of the subscribed capital with voting rights must be present. In secondcall, only 25% of said capital must be represented.

3. The provisions of this Article will be deemed to be without prejudice to suchqualified quorums for convening or voting at the Meeting as may beestablished by law or by the Bylaws.”

“Article 14. Planning and media

1. General Shareholders’ Meetings may be held in various meeting halls if theBoard of Directors or the Meeting's Presiding Panel, once duly assembled,consider that there is just cause for doing so. In this case, audiovisual mediaenabling intercommunication must be installed to ensure the simultaneity andunity of the proceedings at the Meeting.

2. If deemed necessary, the Meeting will be equipped with a simultaneousinterpretation system.

3. To ensure orderly proceedings at the Meeting, systems for controlling accessto the Meeting may be established and such security measures as may bedeemed suitable will be adopted.

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4. In order to promote the broadest dissemination of the proceedings andresolutions adopted at the General Shareholders’ Meeting, the Chairman maygrant the media access to the Meeting.”

“Article 18. Shareholder Intervention

1. The Chairman will invite shareholders who wish to participate in the GeneralMeeting so that, in the presence of the Notary Public, they can have theirrequest, proposed resolutions or statement duly noted after indicating theirpersonal particulars and the number of shares held by them or, as the casemay be, represented by them.

Shareholders may not intervene until granted the floor and only on agendaitems as set forth in the official meeting notice, except as otherwise providedby law.

2. The Chairman of the Meeting and such persons as he may designate for thepurpose will address the attendees to present their respective reports.

Then, the Chairman will invite shareholders who have so requested to take thefloor, after determining the order in which they are to be called to do so.

3. Each shareholder will initially have five minutes on the floor, although theChairman of the Meeting may extend the time allotted.

4. Within the period established for their intervention, the shareholders mayrequest any information or clarification as they deem relevant to topicsincluded on the agenda for the meeting, publicly available information providedby the Company to the Spanish Securities Market Commission since the lastGeneral Meeting was held or as relates to the auditors' report.

The Chairman is responsible, as provided by Law, for furnishing the informationrequested, although he may, if he deems appropriate due to its nature, entrustthis function to the Chief Executive Officer, to any member of the PresidingPanel or to such expert as he may consider suitable.

If it is not possible to fulfill the shareholder’s right during the GeneralShareholders’ Meeting, the directors shall be obliged to provide the shareholderin question with the information in writing within seven days following the dayon which the General Shareholders’ Meeting ends.

Notwithstanding the above, directors are not required to provide requestedinformation if such information is not necessary as regards the protection of theshareholder's rights, or where there are objective reasons to believe that suchinformation may be used for purposes outside the company or if the publicationof such information could negatively affect the company or any of its affiliates.An information request may not be denied if such request is supported by atleast one fourth of total capital.

5. Shareholders who wish to have the entirety of what they say on the floor notedin the Minutes must expressly make a request to this effect and deliver to theNotary Public, before taking the floor, the written transcript of their speech sothat it can be verified and subsequently attached to the original Minutes.”

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“Article 20. Adoption of Resolutions

1. All resolutions of the General Shareholders' Meeting shall be adopted with themajorities required by law and the Corporate Bylaws.

2. The shareholders shall be entitled to cast one vote for each share they own orrepresent, except for non-voting shares, which shall be governed by theprovisions of the law and the Corporate Bylaws. As regards shareholders witha conflict of interest, the relevant provisions of the law and, as the case maybe, the Corporate Bylaws must be applied.

3. Those matters which are substantially independent shall be voted onseparately and, in particular:

a) The appointment, ratification, re-election or removal of any Director.b) As related to amendment of the Corporate Bylaws, the amendment of

each article or group of stand-alone articles.c) Those matters which, according to the Company's Bylaws, must be

voted on separately.

4. If proposals relating to subject matters on which the General Meeting mayresolve without their being reflected on the agenda have been formulated, theChairman shall decide on the order in which they shall be submitted to voting.Otherwise, the process for adopting resolutions shall be implemented infollowing the agenda contemplated in the official meeting notice.

5. Following a reading by the Secretary (either a full reading or a summary),which reading may be omitted when no shareholder so objects, resolutionsproposed in each case by the Board of Directors shall first be submitted tovoting and, as the case may be, those proposed by other parties shall then beput to a vote pursuant to an order of priority in time.

In any case, once a proposed resolution has been approved, all those relatingto the same item of business which are incompatible therewith shallautomatically fail and shall not be put to a vote.

6. For adopting resolutions the following system of determining votes shall beused:

a) In the case of resolutions on business included on the agenda, votespertaining to all shares participating at the meeting either in person orby proxy, less votes pertaining to shares whose holders or proxyholdersinform the Notary Public in writing or personal declaration of their voteagainst, in blank, or abstention, shall be deemed to be votes in favor ofthe proposal submitted to voting.

b) In the case of resolutions on business not included on the agenda, votespertaining to all shares participating at the meeting either in person orby proxy, less votes pertaining to shares whose holders or proxyholdersinform the Notary Public in writing or by verbal declaration of their votein favor, in blank or their abstention, shall be deemed to be votesagainst the proposal submitted to voting.

c) For the purposes provided for under sections a) and b), supra, sharesparticipating at the meeting shall be deemed to be those appearing onthe attendance list less those whose holders or proxyholders haveabsented themselves from the meeting prior to the voting and have lefta record of this circumstance with the Notary Public.

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7. Notwithstanding the provisions of the foregoing section, and in considerationof the circumstances occurring in the case, the General Meeting PresidingOfficers may resolve that in order to adopt resolutions any other system fordetermining votes may be followed, provided that it allows verifying theobtaining of the favorable votes necessary for the approval thereof andstating for the record in the minutes the result of the voting.

8. Whatever the system followed for determining votes, the verification by theGeneral Meeting Presiding Officers of the existence of a sufficient number offavorable votes to attain the necessary majority in each case shall allow theChairman to declare the pertinent proposed resolution approved.”

Madrid, Monday, March 16, 2015

ANNEX

GENERAL SHAREHOLDERS’ MEETINGREGULATIONS CURRENTLY IN FORCE

PROPOSED AMENDMENTS

PREAMBLE PREAMBLE

In compliance with the provisions of the CorporateBylaws, and in consideration of the rules of goodgovernance of listed companies, Endesa’s GeneralShareholders’ Meeting hereby adopts theseRegulations. The purpose thereof is to strengthenthe participation of shareholders at the GeneralMeeting, through the adequate planning of themechanisms that facilitate reporting thereto andstimulate their contribution towards forming thecorporate will through the exercise of the rights tointervention in deliberations and voting. For suchpurposes, in drawing up the contents thereof, notonly the legal and statutory rules have beenconsidered, but also the recommendations of goodgovernance, the best practices of listed companiesand Endesa’s own experience.

In compliance with the provisions of the law and

the Corporate Bylaws, and in consideration of the

rules of good governance of listed companies,

Endesa’s General Shareholders’ Meeting hereby

adopts these Regulations. The purpose thereof is to

strengthen the participation of shareholders at the

General Meeting, through the adequate planning of

the mechanisms that facilitate reporting thereto

and stimulate their contribution towards forming

the corporate will through the exercise of the rights

to intervention in deliberations and voting. For such

purposes, in drawing up the contents thereof, not

only the legal and statutory rules have been

considered, but also the recommendations of good

governance, the best practices of listed companies

and Endesa’s own experience.Article 2. Effectiveness and Interpretation Article 2. Effectiveness and, Interpretation and

AmendmentThese Regulations will be submitted for approval bythe General Shareholders’ Meeting, at the proposalof the Board of Directors, and will become effectiveas soon as they are approved.

1. These Regulations will be submitted forapprovalhave been approved by the GeneralShareholders’ Meeting, at the proposal of theBoard of Directors, and will become effectiveas soon as they are approvedhave an indefiniteterm which shall come into effect immediatelyfollowing approval thereof.

These Regulations will be interpreted pursuant tothe provisions of the legislation in force and theCorporate Bylaws.

2. These Regulations will be interpreted pursuantto the provisions of the legislation in force andthe Corporate Bylaws.

3. The General Shareholders' Meeting mayamend these Regulations. All proposedamendments approved by the Board ofDirectors shall be accompanied by a reportsupporting the proposed amendments. Theamended text of the articles shall be applicableas of the first General Meeting held followingthat in which the amendments were approved,without prejudice to those shareholder rightsalready recognized by law or the company'sbylaws.

Article 3. Publicity Article 3. PublicityIn order to make it easy for shareholders to haveaccess to these Regulations, the full wording of theRegulations will be posted on the Company’swebsite.

In order to make it easy for shareholders to have

access to these RegulationsNotwithstanding

publication as required by law, the full wordingtext

of the Regulations willshall be posted on the

Company’s website to ensure that shareholders

have easy access thereto.Article 4. General Meeting Article 4. General MeetingThe General Shareholders’ Meeting is a meeting atwhich the shareholders, observing the statutorilyestablished formalities and requirements, debateand decide by a majority on matters falling withintheir jurisdiction and to express the will of theCompany in the form of resolutions.

The General Shareholders’ Meeting is a meeting at

which the shareholders, observing the legally and

statutorily established formalities and

requirements, debate and decide by a majority on

matters falling within their

jurisdictioncompetencies and to express the will of

the Company in the form of resolutions.All shareholders, including dissenters and those notparticipating at the meeting, will be subject to theresolutions of the General Shareholders’ Meeting.

All shareholders, including dissenters and those not

participating at the meeting, will be subject to the

resolutions of the General Shareholders’ Meeting.Article 6. Powers Article 6. PowersThe General Meeting is the competent body forresolving on all matters reserved to its decision byLaw or the Corporate Bylaws and, in general, foradopting all resolutions characteristic of its statusas the Company’s sovereign body. In particular, butnot limited to, it is responsible for:

The General Meeting is the competent body for

resolving on all matters reserved to its decision by

Law or the Corporate Bylaws and, in general, for

adopting all resolutions characteristic of its status

as the Company’s sovereign body. In particular, but

not limited to, it is responsible for:a) Resolving on the approval of the individual and

consolidated annual financial statements andon the application of earnings, as well asexamining and, as the case may be, approving,the corporate management.

a) Resolving on the approvalApproval of theindividual and consolidated annual financialstatements and on, the application of earnings,as well as examining and, as the case may be,approving,approval of the corporatemanagement.

b) Appointing and, as the case may be, re-electingor ratifying the members of the Board ofDirectors, notwithstanding the power of co-optation characteristic thereof, as well asresolving their removal.

b) Appointing and, as the case may be, re-electingor ratifying the members of the Board ofDirectors, notwithstanding the power of co-optation characteristic thereof, as well asresolving their removal. c) Appointing and, asthe case may be, re-electing the auditors, aswell as resolving the revocation thereof incases permitted by lawAppointment, re-election and removal of Directors, liquidatorsand statutory auditors, as well as the exerciseof the right to file a claim for liability againstany of the aforementioned persons.

c) Appointing and, as the case may be, re-electingthe auditors, as well as resolving therevocation thereof in cases permitted by law.

c) Amendment of Corporate Bylaws.

d) Resolving the increase or reduction of capital,bond issue, transformation, merger, demergeror dissolution of the Company and, in general,any amendment to the Corporate Bylaws.

d) Resolving the increaseIncrease or reduction ofshare capital, bond issue,.

e) Elimination or restriction of pre-emptive rights.

f) Acquisition, disposal or transfer of essentialassets to another company. An asset shall beconsidered an essential asset if the amount ofthe transaction exceeds twenty five percent oftotal assets as listed on the most-recentlyapproved balance sheet.

g) The transformation, merger, demerger ordissolution ofspin-off, or total transfer ofassets and liabilities as well as the transfer ofthe registered offices abroad.

h) Dissolution of the company.

i) Approval of the final liquidation balance sheet.

j) Transfer of essential activities previouslycarried out by the company itself tosubsidiaries, even if the former maintains fullcontrol over such activities. An activity or assetshall be considered essential if the amount ofthe transaction exceeds twenty five percent oftotal assets as listed on the most-recentlyapproved balance sheet.

k) Any transaction with an effect equal to that ofliquidating the Company.

l) The Directors' compensation policy under theterms established by law.

e) Approving and amending the General MeetingRegulations.

m) Approval and, in general, any amendment tothe Corporate Bylaws. e) Approving andamendingof the General Meeting Regulations.

f) Deciding on those matters submitted to itsauthorization by the Board of Directors and onsuch other decisions as are legally attributedthereto.

f) Deciding on those

n) Any other matters submitted to itsauthorizationthereto by the Board of Directorsand on such other decisions as are legallyattributed thereto. for consideration.

g) The exercise of any other competencyattributed thereto by Law or the CorporateBylaws, and the hearing or decision of anymatter that the Board of Directors resolves tobe reported to or resolved by the GeneralMeeting, in considering that it is of specialrelevance to the corporate interest.

g) The exercise of any other competencyattributed thereto by Law or the CorporateBylaws, and the hearing or decision of anymatter that the Board of Directors resolves tobe reported to or resolved by the GeneralMeeting, in considering that it is of specialrelevance to the corporate interest.

o) Any other matters as established by law or theCorporate Bylaws.

Article 7. Power and Obligation to Call the Meeting Article 7. Power and Obligation to Call the Meeting

1. The Board of Directors or, as the case may be,the liquidators of the Company, shall call anAnnual General Shareholders’ Meeting to beheld within the first six months of each yearand a Special General Shareholders’ Meetingwhenever they so deem appropriate for theinterests of the Company.

1. The Board of Directors or, as the case may be,the liquidators of the Company, shall call anAnnual General Shareholders’ Meeting to beheld within the first six months of each yearand a Special General Shareholders’ Meetingwhenever they so deem appropriate for theinterests of the Company.

A General Shareholders’ Meeting must also becalled if shareholders holding at least 5 percentof the capital stock so request, stating in therequest the business to be transacted at thatMeeting. In such a case, the General

2. A General Shareholders’ Meeting must also becalled if shareholders holding at least 5threepercent of the share capital stock so request,stating in the request the business to betransacted at that Meeting. In such athis case,

Shareholders’ Meeting must be called to beheld within thirty days following the date onwhich notice of the request to call it wasserved by a notary. The Board of Directors willdraw up the agenda, which must include thebusiness requested.

the General Shareholders’' Meeting mustshallbe called to be heldmeet within thirty daystwomonths following the date on which thedirectors were given duly attested notice of therequest to call it was served by a notary. TheBoard of Directors will draw upto call themeeting. The directors shall prepare theagenda, which must include the items forwhich the meeting is called. businessrequested.

2. Notwithstanding the above, if there is asituation which in the opinion of the Chairmanof the Board of Directors or whoeversubstitutes for him is of singular importance tothe Company and its shareholders, theChairman, or his substitute, may call a SpecialGeneral Shareholders’ Meeting to analyze thesituation in question and, as the case may be,adopt the relevant resolutions.

2. Notwithstanding the above, if there is asituation which in the opinion of the Chairmanof the Board of Directors or whoeversubstitutes for him is of singular importance tothe Company and its shareholders, theChairman, or his substitute, may call a SpecialGeneral Shareholders’ Meeting to analyze thesituation in question and, as the case may be,adopt the relevant resolutions

Article 8. Publication and Announcement ofMeeting Notice

Article 8. Publication and Announcement ofMeeting Notice

1. The General Meeting shall be called by legalnotice in the Official Mercantile RegistryBulletin (Boletín Oficial del Registro Mercantil)and on the Company’s website, at least onemonth prior to the date set for the meeting tobe held.

1. The General Shareholders' Meeting shall becalled by legal notice in the Official MercantileRegistry Bulletin (Boletín Oficial del RegistroMercantil) and on the Company’swebsite,convened by announcement publishedat least one month prior tobefore the date setforon which the meeting is to be held.The legal notice of the call toofficial meetingshall be sent by the Company to thenotice shallbe published, at least, through the followingchannels:a) The Official Mercantile Registry Bulletin or

one of the highest-circulating newspapersin Spain.

b) The Spanish Securities MarketCommission (Comisión Nacional delMercado de Valores) and to the othergoverning bodies of the markets on whichit trades, inwebsite.

c) The Company's website.

The legal notice of the call to meeting shall be sentby the Company to the Spanish Securities MarketCommission (Comisión Nacional del Mercado deValores) and to the other governing bodies of themarkets on which it trades, in accordance with therules in force for the respective markets.

In accordance with the rules in force for the

respective marketseach 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 express the name ofthe Company, the date and time of themeeting, as well as the agenda, which shallcontain the business to be transacted, andshall indicate, as appropriate, the agenda items

2. The meeting notice shall expressinclude allinformation as required by law, including thename of the Company, the date and time ofthe meeting, as well as the agenda, which shallcontain the business to be transacted, and

included at the request of shareholdersentitled to request such inclusion. It may alsostate, if appropriate, the date on which theGeneral Shareholders’ Meeting is to be held onsecond call. There must be at least 24 hoursbetween the first and second call of theMeeting.

shall indicate, as appropriate, the agenda itemsincluded at the request of shareholdersentitled to request such inclusion. do so, andthe position held by the person(s) issuing theofficial meeting notice. Furthermore, themeeting notice shall include the date by whichshareholders must have their shares registeredin order to be able to participate in and vote atthe General Meeting, the location and mannerin which full copies of the proposed documentsand resolutions can be obtained, the URL tothe page on the Company's website where theinformation will be available with a clear andprecise explanation of the procedures that theshareholders must follow in order to beallowed to participate in the General Meetingand cast a vote, in accordance with theprovisions of law.

3. If the General Meeting, duly convened, is notheld in first call, and the date of the second callis not contemplated in the legal meetingnotice, it shall be announced, in following thesame publicity requisites as the first call, within15 days following the date of the GeneralMeeting not held and 8 days in advance of themeeting date.

3. It may also state, if appropriate, the date onwhich the General Shareholders’ Meeting is tobe held on second call. There must be at least24 hours between the first and second call ofthe Meeting. 3. If the General Meeting, dulyconvened, iswas not held in first call, and thedate of the second call is not contemplated inthe legalofficial meeting notice, it provided nodate for a meeting in second call, such dateshall be announced, inwith the same agendaand following the same publicity requisitesasrequirements applicable to the first call,within 15 days following the date ofon whichthe General Meeting notwas to be held and 8atleast 10 days in advance ofbefore the newmeeting date.

4. The text of the legal notice shall be included onthe Company’s website. In addition,information on any other aspects of interestfor the following of the meeting, such as theexistence of simultaneous translation oraudiovisual dissemination of the GeneralMeeting, shall be provided on said website.

4. The text of the legal notice shall be included onthe Company’s website. In addition,information on any other aspects of interestfor the following of the meeting, such as theexistence of simultaneous translation oraudiovisual dissemination of the GeneralMeeting, shall be provided on said website.

5. Shareholders representing at least five percentof the share capital may request that asupplement to the call to general shareholders’meeting, including one or more agenda items,be published.

5. Shareholders representingwho represent atleast fivethree percent of the share capital mayrequest that a supplement to the call togeneral shareholders’ meetingAnnual GeneralMeeting notice be published, including one ormore agenda items, be published. providedthat the new items are accompanied by ajustification or, as the case may be, a justifiedproposed resolution. Under no circumstancesmay this right be exercised in relation toSpecial General Shareholders' Meeting notices.

The exercise of this right must be carried out byattestable notice which must be received at the

The exercise of this right must be carried out byattestable notice which must be received at the

registered offices within five days followingpublication of the official meeting notice. Thesupplement to the official meeting notice shall bepublished at least 15 days in advance of the dateestablished for the general meeting.

registered offices within five days followingpublication of the official meeting notice. Thesupplement to the official meeting notice shall bepublished at least 15 days in advance of the dateestablished for the generalGeneral Meeting.

The absence of publication of the supplement tothe official meeting notice within the deadlineestablished by law shall be cause for annulment ofthe general meeting.

Failure to publish the meeting. The absence ofpublication of the notice supplement to the officialmeeting notice within the deadline established bylaw shall be cause for annulment of the generalmeeting. within such period may cause the GeneralMeeting to be challenged.

6. Proposals relating to the appointment orratification of each director shall be includedon the agenda separately, as well as CorporateBylaws amendments, which shall beinstrumented for each article or group ofarticles that are substantially independent, orthe subject matter of which is of ahomogeneous nature.

6. Proposals relating to the appointment orratification of each director shall be includedon the agenda separately, as well as CorporateBylaws amendments, which shall beinstrumented for each article or group ofarticles that are substantially independent, orthe subject matter of which is of ahomogeneous nature. Shareholdersrepresenting less than three percent of theshare capital may, within the same period setforth in the previous section, present justifiedproposed resolutions on topics which are orwhich may be included on the agenda for themeeting called. The company shall ensure thatall such proposed resolutions, as well as anyaccompanying documentation, are sent to theremaining shareholders in accordance with theprovisions of law.

Article 9. Right to Information Article 9. Right to Information

1. As soon as the call notice of the AnnualGeneral Shareholders’ Meeting is served, anyshareholder may, immediately and at nocharge, obtain from the Company at itsregistered office, the financial statements, theproposed appropriation of income or allocationof loss, the management report and theauditors’ report.

1. As soon as the call notice of the AnnualGeneral Shareholders’ Meeting is served, anyshareholder may, immediately and at nocharge, obtain from the Company at itsregistered office, the financial statements, theproposed appropriation of income or allocationof loss, the management report and theauditors’ report.

This documentation will also be made availableto the shareholders on the Company’s websiteas from the date of the call notice.

This documentation will also be made availableto the shareholders on the Company’s websiteas from the date of the call notice.

2. From the date of the call notice for the Annualor Special General Shareholders’ Meeting, theshareholders may inspect at the registeredoffices and on the Company’s website theproposed resolutions, the reports and otherdocumentation which is required to be madeavailable in such places pursuant to the Lawand the Bylaws. In such cases as may be legallyapplicable, the shareholders may also requestthat the full wording of the documents made

2. From the date of the call notice for the Annualor Special General Shareholders’ Meeting, theshareholders may inspect at the registeredoffices and on the Company’s website theproposed resolutions, the reports and otherdocumentation which is required to be madeavailable in such places pursuant to the Lawand the Bylaws. In such cases as may be legallyapplicable, the shareholders may also requestthat the full wording of the documents made

available to them be delivered or sent to themat no charge.

available to them be delivered or sent to themat no charge.

In any event, from the time the official meeting

notice is published up until the General Meeting is

held, the Company must continue to publish on its

website, at a minimum, all information as legally

required.3. From the same day of publication of the official

notice of the General Shareholders' Meetingup to and including the seventh day before thedate on which the meeting is to be held in firstcall, the shareholders may request in writingthe information or clarifications they deemnecessary or ask the questions they deemappropriate in writing concerning the items onthe Agenda. In addition, in the same mannerand with the same notice, the shareholdersmay request information or clarifications, orask questions in writing about the informationaccessible to the public that the Company hasprovided to the Spanish Securities MarketCommission (Comisión Nacional del Mercadode Valores) since the date on which the lastGeneral Shareholders’ Meeting was held.

3. From the same day ofImmediately followingpublication of the official noticeNotice of theGeneral Shareholders' Meeting and up to andincludinguntil the seventhfifth daybeforepreceding, inclusive, the date on whichtheset for such meeting is to be held in firstcall, the shareholders may request, in writingthe information or clarifications they deemnecessary or ask the questions they deemappropriate in writing concerning the items onthe Agenda. In addition, in the same mannerand with the same notice, the shareholdersmay request information or clarifications, orask questions in writing about the informationaccessible to the public that the Company hasprovided, request any information orclarification or pose questions as they deemrelevant to topics included on the agenda forthe meeting, publicly available informationprovided by the Company to the SpanishSecurities Market Commission (ComisiónNacional del Mercado de Valores) since thedate on which the last General Shareholders’Meeting was held or as relates to the auditors'report.

All of these requests for information may be madeby delivery of the petition to the registered officesor sending it to the company by post or othermeans of electronic or automated long-distancecommunication addressed to the address specifiedin the relevant meeting notice. Those in which theelectronic document by virtue of which theinformation is requested includes a recognizedelectronic signature employed by the petitioner, orother type of electronic signature which, byresolution previously adopted to such effect, theBoard of Directors considers satisfies adequateguarantees of authenticity and identification of theshareholder exercising his right to information, shallbe admitted as such. The shareholder shall beresponsible for proving the sending of the requestto the company in due time and form.

All of these requests for information may be made

by delivery of the petitionan application to the

registered offices or sending it to the

companyCompany by post or other means of

electronic or automated long-distance

communication addressed to the address specified

in the relevant meeting notice. Those in which the

electronic document by virtue of which the

information is requested includes a recognized

electronic signature employed by the petitioner, or

other type 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 right to information, shall

be admitted as such. The shareholder shall be

responsible for proving the sending of the request

to the companyCompany in due time and form.The directors shall be obliged to provide theinformation requested in accordance with the twopreceding paragraphs in the manner and in the

The directors shall be obligedrequired to provide

the information requested in accordance with the

two preceding paragraphsparagraph in the manner

terms provided by law, except in cases in which, inthe Chairman's opinion, publishing such informationwould not be in the company's interests. Thisexception will not apply when the request issupported by shareholders that represent at leastone quarter of the capital.

and in the terms provided by law, except in cases in

which, in the Chairman's opinion, publishing such

information would not be in the company's

interests. This exception will not apply when

theperiods provided by law, unless such

information is not necessary as regards the

protection of the shareholder's rights, or unless

there are objective reasons to believe that such

information may be used for purposes outside the

company or if the release of such information could

negatively affect the Company or any of its

affiliates. An information request may not be

denied if such request is supported by shareholders

that represent at least one quarter of theat least

one fourth of total capital.Replies to the shareholders will be issued by theBoard of Directors in a resolution or, as the casemay be, by any of the Directors, by the BoardSecretary, or by any person expressly authorized forsuch purpose.

Replies to the shareholders will be issued by the

Board of Directors in a resolution or, as the case

may be, by any of the Directors, by the Board

Secretary, or by any person expressly authorized for

such purpose.

All valid request for information or clarification as

well as all questions validly raised in writing

together with the answers provided by the

directors, in writing, shall be posted on the

Company’s website.

If requested information is already clearly, explicitly

and directly available to all shareholders on the

Company’s website in a Q&A format before the

relevant question was posed, the directors’

response may be limited to referring the requesting

party to the information which has already been

provided in said format.4. Without prejudice to the right of shareholders

to information concerning GeneralShareholders’ Meetings as referred to in Sub-article 3 above, once the General Shareholders’Meeting has been called, shareholders may,after providing evidence of their identity assuch, make comments or suggestions in writingon the items on the agenda through theShareholder’s Office or the Company’swebsite. The General Shareholders’ Meetingwill not be informed of these comments orsuggestions, without prejudice to the Board ofDirectors being able to take them into accountand to the right of shareholders to participatein the debates of the General Shareholders’Meeting on its agenda.

4. Without prejudice to the right of shareholdersto information concerning GeneralShareholders’ Meetings as referred to in Sub-article 3 above, once the General Shareholders’Meeting has been called, shareholders may,after providing evidence of their identity assuch, make comments or suggestions in writingon the items on the agenda through theShareholder’s Office or the Company’swebsite. The General Shareholders’ Meetingwill not be informed of these comments orsuggestions, without prejudice to the Board ofDirectors being able to take them into accountand to the right of shareholders to participatein the debates of the General Shareholders’Meeting on its agendapursuant to theprovisions of the law.

5. An Electronic Shareholder Forum will be set upon the company’s website. It may be accessedwith due guarantees by both individualshareholders as well as the voluntary

5. 5. AnIn accordance with the legislation in force,when the General Shareholders' Meeting isconvened, an Electronic Shareholder Forumwill be set up on the companyCompany’s

associations they may establish, in order tofacilitate communications prior to holding theGeneral Meetings. Proposals intended to bepresented as a supplement to the agendaannounced in the meeting notice, requests foradherence to said proposals, initiatives toachieve a sufficient percentage to exercise aminority right provided by law, as well as offersor requests for voluntary representation, maybe published in the Forum.

website. It may be accessed with dueguarantees by both individual shareholders aswell as the voluntary associations they mayestablish, which shall be duly authenticated, inorder to facilitate communications prior toholding the General Meetings. Proposalsintended to be presented as a supplement tothe agenda announced in the meeting notice,requests for adherence to said proposals,initiatives to achieve a sufficient percentage toexercise a minority right provided by law, aswell as offers or requests for voluntaryrepresentation, may be published in theForum. In any event, the ElectronicShareholder Forum shall be used in accordancewith both its legal purpose as well as anysafeguards and operating rules as set forth bythe Company.

Article 10. Attendance Right Article 10. Attendance Right

1. Shareholders who have their shares recordedin the pertinent book-entry ledger five days inadvance of the meeting being held and whohold the relevant attendance card may attendthe General Meeting. Attendance cards shallbe issued through the institutions that carrythe accounting records and shall be used byshareholders as the document for grantingtheir proxy for the General Meeting inquestion. The foregoing shall be construednotwithstanding the certificates of standingissued in accordance with the entries of theAccounting Record by the relevant responsibleor member entity.

1. Shareholders who have their shares recordedin the pertinent book-entry ledger five days inadvance of the meeting being held and whohold the relevant attendance card may attendthe General Meeting. Attendance cards shallbe issued through the institutions that carrythe accounting records and shall be used byshareholders as the document for grantingtheir proxy for the General Meeting inquestion. The foregoing shall be construednotwithstanding the certificates of standingissued in accordance with the entries of theAccounting Recordaccounting record by therelevant responsible or member entity.

2. Prior to the start of the meeting, attendeesshall be handed out the text of the proposedresolutions to be submitted to the decision ofthe General Meeting, excluding anydocumentary schedules, if any. They shall alsobe handed out, as the case may be, the text ofthose responses provided to shareholders insatisfying requests for information formulatedthereby in writing prior to holding the GeneralMeeting, when the Board of Directors deemsthe knowledge thereof by the shareholdersattending the meeting to be necessary orappropriate.

2. Prior to commencing the start of the meeting,attendeessession, each attendee shall behanded out the textgiven a copy of theproposed resolutions towhich will besubmitted to the decision of the GeneralMeeting, excluding any documentaryschedules, if any. They shall also be handedout, as the case may be, the text of thoseresponses provided to shareholders insatisfying requests for information formulatedthereby in writing prior to holding the GeneralMeeting, when the Board of Directors deemsthe knowledge thereof by the shareholdersattending the meeting to be necessary orappropriatenot including any attachments tosuch proposals.

3. Members of the Board of Directors mustattend the General Meetings.

3. Members of the Board of Directors mustattend the General Meetings.

4. The Chairman may authorize the attendance ofany person he or she deems appropriate,

4. The Chairman may authorize the attendance ofany person he or she deems appropriate,

although the General Meeting may revoke saidauthorization.

although the General Meeting may revoke saidauthorization.

Article 11. Representation by Proxy Article 11. Representation by Proxy

1. Every shareholder with a right to attend mayexercise such right by way of proxy at theGeneral Meeting. The proxy must be granted inwriting and specifically for each Shareholders'Meeting, as well as comply with all otherrelevant legal provisions. This power ofrepresentation is construed without prejudiceto the provisions of the Law for cases of familyrepresentation and granting of general powersof attorney.

1. Every shareholder with a right to attend mayexercise such right by way of proxy at theGeneral Meeting. The proxy must be granted inwriting and specifically for each Shareholders'Meeting, as well as comply with all otherrelevant legal provisions. This power ofrepresentation is construed without prejudiceto the provisions of the Lawlaw for cases offamily representation and granting of generalpowers of attorney.

In any case, both for cases of voluntary as wellas legal proxies, there may not be more thanone proxyholder at the General Meeting.

In any case, both for cases of voluntary as wellas legal proxies, there may not be more thanone proxyholder at the General Meeting, savein the cases provided by law.

2. A proxy is always revocable. Personalattendance at the General Meeting shall havethe effect of revocation.

2. A proxy is always revocable. Personalattendance at the General Meeting shall havethe effect of revocation.

3. Financial intermediaries who have standing asshareholders but who are acting for theaccount of different clients, may fraction theirvote in such a manner that allows them toabide by the instructions received.

3. Financial intermediaries who haveThoseorganizations with standing as shareholdersbut who are acting for the account of differentclients, may fraction their vote in such amanner that allows them to abide by thebyvirtue of the book-entry of the shares, but whoact on behalf of various individuals, may divideand cast their vote in different directions inaccordance with different voting instructions, ifreceived.

4. If the proxy was validly granted according tolaw, the Bylaws and these Regulations but noinstructions were included therein regardingthe exercise of voting rights, it shall beunderstood that (i) the power shall beexercised in favor of the Chairman of the Boardof Directors, (ii) the proxy has been granted asregards all items on the agenda for the GeneralMeeting, (iii) it has been granted to beexercised in favor of all proposals set forth bythe Board of Directors and (iv) it also covers allitems which may arise outside the scope of theagenda, in which case the proxy shall cast avote which he/she understands to be in thebest interests of the represented party.

5. Unless the shareholder expresses otherwise, ifthe proxy has a conflict of interest and lacksspecific voting instructions or if, despite havingsuch instructions, the proxy wishes not torepresent the shareholder with regard to theitems with which there is a conflict of interest,it shall be understood that the shareholder hasdesignated to represent him/her as regards

those items, jointly and in succession, in theevent that any of the following also have aconflict of interest, first, the Chairman of theGeneral Meeting, second, the Secretarythereof and, finally, the Vice Secretary of theBoard of Directors, if any.

Article 13. Quorum Article 13. Quorum1. The General Shareholders’ Meeting will be

validly assembled on first call if theshareholders present in person or by proxyhold at least 25 percent of the subscribedvoting share capital. On second call, theMeeting will be validly assembled regardless ofthe share capital attending.

1. The General Shareholders’ Meeting will bevalidly assembled on first call if theshareholders present in person or by proxyhold at least 25 percent of the subscribedvoting share capital. On second call, theMeeting will be validly assembled regardless ofthe share capital attending.

2. Debt issues, capital increases or reductions,changes in legal form, or merger or spin-off, ofthe Company and, in general, any amendmentto the Corporate Bylaws, will require on firstcall the attendance in person or by proxy ofshareholders holding at least 50 percent of thesubscribed voting capital stock. On second call,the attendance of 25 percent of that capitalstock will suffice.

2. Debt issues, capital increases or reductions,changes in legal form, or merger or spin-off, ofthe CompanyIn order for the Annual or SpecialGeneral Shareholders' Meeting to validlyresolve upon, in first call, the issuance ofbonds, the increase or reduction of capital, thetransformation, merger, spin-off, or totaltransfer of assets and liabilities of thecompany, the elimination or restriction of pre-emptive rights over new shares, the transfer ofthe registered offices abroad and, in general,any amendment to the Corporate Bylaws, willrequire on first call the attendance in person orby proxy of shareholders holdingrepresentingat least 50 percent% of the subscribed votingcapital stock. Onwith voting rights must bepresent. In second call, the attendance of 25percent of thatonly 25% of said capital stockwill sufficemust be represented.

3. The provisions of this Article will be deemed tobe without prejudice to such qualified quorumsfor convening or voting at the Meeting as maybe established by Law or by the Bylaws.

3. The provisions of this Article will be deemed tobe without prejudice to such qualified quorumsfor convening or voting at the Meeting as maybe established by Lawlaw or by the Bylaws.

Article 14. Planning and media Article 14. Planning and media

1. General Shareholders’ Meetings may be held invarious meeting halls if the Presiding Panelconsiders that there is just cause for doing so.In this case, audiovisual media enablingintercommunication must be installed toensure the simultaneity and unity of theproceedings at the Meeting.

1. General Shareholders’ Meetings may be held invarious meeting halls if the Board of Directorsor the Meeting's Presiding Panel considers,once duly assembled, consider that there isjust cause for doing so. In this case, audiovisualmedia enabling intercommunication must beinstalled to ensure the simultaneity and unityof the proceedings at the Meeting.

2. If deemed necessary, the Meeting will beequipped with a simultaneous interpretationsystem.

2. If deemed necessary, the Meeting will beequipped with a simultaneous interpretationsystem.

3. To ensure orderly proceedings at the Meeting,systems for controlling access to the Meetingmay be established and such security measuresas may be deemed suitable will be adopted.

3. To ensure orderly proceedings at the Meeting,systems for controlling access to the Meetingmay be established and such security measuresas may be deemed suitable will be adopted.

4. In order to promote the broadestdissemination of the proceedings andresolutions adopted at the GeneralShareholders’ Meeting, the media will be givenaccess to the Meeting.

4. In order to promote the broadestdissemination of the proceedings andresolutions adopted at the GeneralShareholders’ Meeting, the Chairman maygrant the media will be given access to theMeeting.

Article 18. Shareholder Intervention Article 18. Shareholder Intervention

1. The Chairman will invite shareholders whowish to participate in the Meeting to requestinformation or propose resolutions regardingthe items on the agenda or to make any otherstatement so that, in the presence of theNotary Public, they can have their request,proposed resolutions or statement duly notedafter indicating their personal particulars andthe number of shares held by them or, as thecase may be, represented by them.

1. The Chairman will invite shareholders whowish to participate in the General Meeting torequest information or propose resolutionsregarding the items on the agenda or to makeany other statement so that, in the presence ofthe Notary Public, they can have their request,proposed resolutions or statement duly notedafter indicating their personal particulars andthe number of shares held by them or, as thecase may be, represented by them.

Shareholders may not intervene until granted the

floor and only on agenda items as set forth in the

official meeting notice, except as otherwise

provided by law.2. The Chairman of the Meeting and such persons

as he may designate for the purpose willaddress the attendees to present theirrespective reports.

2. The Chairman of the Meeting and such personsas he may designate for the purpose willaddress the attendees to present theirrespective reports.

Then, the Chairman will invite shareholders whohave so requested to take the floor, afterdetermining the order in which they are to be calledto do so.

Then, the Chairman will invite shareholders who

have so requested to take the floor, after

determining the order in which they are to be called

to do so.3. Each shareholder will initially have five minutes

on the floor, although the Chairman of theMeeting may extend the time allotted.

3. Each shareholder will initially have five minuteson the floor, although the Chairman of theMeeting may extend the time allotted.

4. During the time allotted to them for speakingon the floor, the shareholders may requestsuch information or clarifications as they deemnecessary regarding the items on the agenda.

4. During the time allotted to them for speakingon the floorWithin the period established fortheir intervention, the shareholders mayrequest suchany information or clarificationsas they deem necessary regarding the items onthe agendaclarification as they deem relevantto topics included on the agenda for themeeting, publicly available informationprovided by the Company to the SpanishSecurities Market Commission since the lastGeneral Meeting was held or as relates to theauditors' report.

The Chairman is responsible, as provided by Law,for furnishing the information requested, althoughhe may, if he deems appropriate due to its nature,entrust this function to the Chief Executive Officer,to any member of the Presiding Panel or to suchexpert as he may consider suitable.

The Chairman is responsible, as provided by Law,

for furnishing the information requested, although

he may, if he deems appropriate due to its nature,

entrust this function to the Chief Executive Officer,

to any member of the Presiding Panel or to such

expert as he may consider suitable.If it is not possible to fulfill the shareholder’s rightduring the General Shareholders’ Meeting, the

If it is not possible to fulfill the shareholder’s right

during the General Shareholders’ Meeting, the

directors shall be obliged to provide theshareholder in question with the information inwriting within seven days following the day onwhich the General Shareholders’ Meeting ends.

directors shall be obliged to provide the

shareholder in question with the information in

writing within seven days following the day on

which the General Shareholders’ Meeting ends.The directors shall be obliged to provide theinformation requested in accordance with the twopreceding paragraphs in the manner and terms setforth by law, except in cases in which, in theChairman’s opinion, publishing such informationwould not be in the Company’s interests and therequest is supported by shareholders that representless than twenty-five percent of the capital.

2. Notwithstanding the above, The directorsshall be obliged to provide the informationrequested in accordance with the two precedingparagraphs in the manner and terms set forth bylaw, except in cases in which, in the Chairman’sopinion, publishing such information would not bein the Company’s interests and theare not requiredto provide requested information if suchinformation is not necessary as regards theprotection of the shareholder's rights, or wherethere are objective reasons to believe that suchinformation may be used for purposes outside thecompany or if the publication of such informationcould negatively affect the company or any of itsaffiliates. An information request may not bedenied if such request is supported by shareholdersthat represent less than twenty-five percent of thecapital. at least one fourth of total capital.

5. Also, in light of the proposed resolutionsdelivered to them before the start of theMeeting, shareholders may, while speaking onthe floor, submit alternative proposals on anyitem on the agenda, except in cases where bylaw they must be available to the shareholdersat the registered office when the officialmeeting notice is published.

5. Also, in light of the proposed resolutionsdelivered to them before the start of theMeeting, shareholders may, while speakingon the floor, submit alternative proposals onany item on the agenda, except in caseswhere by law they must be available to theshareholders at the registered office whenthe official meeting notice is published.

In addition, while speaking on the floor theymay propose the adoption of resolutions onbusiness which does not have to be stated onthe agenda of the Meeting in order to bedebated and decided on by the Meeting.

In addition, while speaking on the floor theymay propose the adoption of resolutions onbusiness which does not have to be stated onthe agenda of the Meeting in order to bedebated and decided on by the Meeting.

6. Shareholders who wish to have the entirety ofwhat they say on the floor noted in theMinutes must expressly make a request to thiseffect and deliver to the Notary Public, beforetaking the floor, the written transcript of theirspeech so that it can be verified andsubsequently attached to the original Minutes.

6. Shareholders who wish to have the entirety ofwhat they say on the floor noted in the Minutesmust expressly make a request to this effect anddeliver to the Notary Public, before taking the floor,the written transcript of their speech so that it canbe verified and subsequently attached to theoriginal Minutes.

Article 20. Adoption of Resolutions Article 20. Adoption of Resolutions

1. Resolutions shall be adopted by the favorablevote of the majority of voting capital stockattending the General Meeting in person or byproxy, notwithstanding any reinforcedquorums for assembly and voting asestablished by Law or the Corporate Bylaws.

1. Resolutions shall be adopted by the favorablevote of the majority of voting capital stockattending the General Meeting in person or byproxy, notwithstanding any reinforcedquorums for assembly and voting asestablished by Law orAll resolutions of the

General Shareholders' Meeting shall beadopted with the majorities required by lawand the Corporate Bylaws.

When substantially independent matters aresubmitted to voting at the General Meeting,the Board of Directors shall prepare differentproposed resolutions so that the shareholdermay vote on them separately, especially inrespect of:

When substantially independent matters aresubmitted to voting at the General Meeting,the Board of Directors shall prepare differentproposed resolutions so that the shareholdermay vote on them separately, especially inrespect of:

• the appointment or ratification of directors,which shall be voted on individually;

• the appointment or ratification of directors,which shall be voted on individually;

• and amendments to the Corporate Bylaws,differentiating each article or group of articlesthat are substantially independent.

• and amendments to the Corporate Bylaws,differentiating each article or group of articlesthat are substantially independent.

2. The shareholders shall be entitled to cast onevote for each share they own or represent,except for non-voting shares, which shall begoverned by the provisions of the law and theCorporate Bylaws. As regards shareholderswith a conflict of interest, the relevantprovisions of the law and, as the case may be,the Corporate Bylaws must be applied.

3. Those matters which are substantiallyindependent shall be voted on separately and,in particular:a) The appointment, ratification, re-election

or removal of any Director.b) As related to amendment of the

Corporate Bylaws, the amendment ofeach article or group of stand-alonearticles.

c) Those matters which, according to theCompany's Bylaws, must be voted onseparately.

2. If proposals relating to subject matters onwhich the General Meeting may resolvewithout their being reflected on the agendahave been formulated, the Chairman shalldecide on the order in which they shall besubmitted to voting. Otherwise, the process foradopting resolutions shall be implemented infollowing the agenda contemplated in theofficial meeting notice.

4. If proposals relating to subject matters onwhich the General Meeting may resolvewithout their being reflected on the agendahave been formulated, the Chairman shalldecide on the order in which they shall besubmitted to voting. Otherwise, the process foradopting resolutions shall be implemented infollowing the agenda contemplated in theofficial meeting notice.

3. Following reading by the Secretary, whichreading may be omitted when no shareholderso objects, proposed resolutions formulated ineach case by the Board of Directors shall firstbe submitted to voting and, as the case maybe, those proposed by other parties shall thenbe put to a vote pursuant to an order ofpriority in time.

3.5. Following a reading by the Secretary (either afull reading or a summary), which reading maybe omitted when no shareholder so objects,proposed resolutions formulatedproposed ineach case by the Board of Directors shall firstbe submitted to voting and, as the case maybe, those proposed by other parties shall thenbe put to a vote pursuant to an order ofpriority in time.

In any case, once a proposed resolution has beenapproved, all those relating to the same item of

In any case, once a proposed resolution has been

approved, all those relating to the same item of

business which are incompatible therewith shallautomatically fail and shall not be put to a vote.

business which are incompatible therewith shall

automatically fail and shall not be put to a vote.4. For adopting resolutions the following system

of determining votes shall be used:4.6. For adopting resolutions the following system

of determining votes shall be used:a) In the case of resolutions on business

included on the agenda, votes pertaining toall shares participating at the meetingeither in person or by proxy, less votespertaining to shares whose holders orproxyholders inform the Notary Public inwriting or personal declaration of their voteagainst, in blank, or abstention, shall bedeemed to be votes in favor of the proposalsubmitted to voting.

a) In the case of resolutions on business includedon the agenda, votes pertaining to all sharesparticipating at the meeting either in person orby proxy, less votes pertaining to shares whoseholders or proxyholders inform the NotaryPublic in writing or personal declaration oftheir vote against, in blank, or abstention, shallbe deemed to be votes in favor of the proposalsubmitted to voting.

b) In the case of resolutions on business notincluded on the agenda, votes pertaining toall shares participating at the meetingeither in person or by proxy, less votespertaining to shares whose holders or [...],shall be deemed to be votes against theproposal submitted to voting.

b) In the case of resolutions on business notincluded on the agenda, votes pertaining to allshares participating at the meeting either inperson or by proxy, less votes pertaining toshares whose holders or [...]proxyholdersinform the Notary Public in writing or by verbaldeclaration of their vote in favor, in blank ortheir abstention, shall be deemed to be votesagainst the proposal submitted to voting.

c) For the purposes contemplated in sectionsa) and b), supra, shares participating at themeeting shall be deemed to be thoseappearing on the attendance list less thosewhose holders or proxyholders haveabsented themselves from the meetingprior to the voting and have left a record ofthis circumstance with the Notary Public.

c) For the purposes contemplated in sections a)and b), supra, shares participating at themeeting shall be deemed to be thoseappearing on the attendance list less thosewhose holders or proxyholders have absentedthemselves from the meeting prior to thevoting and have left a record of thiscircumstance with the Notary Public.

5. Notwithstanding the provisions of theforegoing section, and in consideration of thecircumstances occurring in the case, theGeneral Meeting Presiding Officers mayresolve that in order to adopt resolutions anyother system for determining votes may befollowed, provided that it allows verifying theobtaining of the favorable votes necessary forthe approval thereof and stating for the recordin the minutes the result of the voting.

5.7. Notwithstanding the provisions of theforegoing section, and in consideration of thecircumstances occurring in the case, theGeneral Meeting Presiding Officers mayresolve that in order to adopt resolutions anyother system for determining votes may befollowed, provided that it allows verifying theobtaining of the favorable votes necessary forthe approval thereof and stating for the recordin the minutes the result of the voting.

6. Whatever the system followed for determiningvotes, the verification by the General MeetingPresiding Officers of the existence of asufficient number of favorable votes to attainthe necessary majority in each case shall allowthe Chairman to declare the pertinentproposed resolution approved.

6.8. Whatever the system followed for determiningvotes, the verification by the General MeetingPresiding Officers of the existence of asufficient number of favorable votes to attainthe necessary majority in each case shall allowthe Chairman to declare the pertinentproposed resolution approved.