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Datos identificativos del emisor Fecha fin del ejercicio de referencia: 31/12/2016 C.I.F.: A-28023430 Denominación social: ENDESA, S.A. Domicilio social: c/ Ribera del Loira, 60. 28042 Madrid Frequently Asked Questions – 2017 Annual General Shareholder’s Meeting

Frequently Asked Questions – 2017 Annual General ... · Fiscal Year 2016: the ordinary per share dividend to be distributed against fiscal year profits will be equal to 100% of

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Page 1: Frequently Asked Questions – 2017 Annual General ... · Fiscal Year 2016: the ordinary per share dividend to be distributed against fiscal year profits will be equal to 100% of

Datos identificativos del emisor

Fecha fin del ejercicio de referencia: 31/12/2016C.I.F.: A-28023430Denominación social: ENDESA, S.A.Domicilio social: c/ Ribera del Loira, 60. 28042 Madrid

Frequently Asked Questions –2017 Annual GeneralShareholder’s Meeting

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2 Informe Anual 2016

sumario

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FREQUENTLY ASKED QUESTIONS

2017 ANNUAL GENERALSHAREHOLDERS' MEETING

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CONTENTS

I. General Practical Information on the Holding of the General

Shareholders' Meeting

II. Shareholders' Right to Information: documentation available to

the shareholders in relation to the General Meeting

III. General Shareholders' Meeting Agenda

a. General Shareholders' Meeting Agenda Items

b. Frequently Asked Questions Regarding the Agenda

IV. Methods of Participating in the General Shareholders' Meeting

a. Shareholder Intervention

b. Representation by Proxy

i. Through long-distance communication

1. By electronic means

2. By postal service

ii. Attendance of the proxyholder at the General

Shareholders' Meeting

iii. Delivery of the proxy card at the Company's registered

offices

c. Distance Voting

i. By electronic means

ii. By postal service

d. Delivery of the attendance card at the Company's registered

offices

e. Attendance at the General Shareholders' Meeting

V. Voting and Adoption of Resolutions at the Shareholders' Meeting

VI. Monitoring and Results of the General Shareholders' Meeting

VII. Electronic Shareholder Forum

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I. GENERAL PRACTICAL INFORMATION ON THE HOLDING OF THE

GENERAL SHAREHOLDERS' MEETING

When will the Annual General Shareholders' Meeting be held?

The Annual General Shareholders' Meeting of Endesa S.A. ("Endesa" or the"Company") is to be held on April 26, 2017, at 12:30 p.m., in single call.

Where will the General Shareholders' Meeting be held?

The General Shareholders' Meeting will be held at the registered offices of theCompany, located at calle Ribera del Loira No. 60, 28042 MADRID.

Do these premises have access for disabled people?

Yes. The venue is fully adapted for disabled people.

How do I get to the meeting?

Underground/Subway (Metro)Line 8, Nuevos Ministerios – Aeropuerto T4 – Stop: Campo de las Naciones(Exit: Recintos Feriales)

BusLine 73, Diego de León – CanillasLine 104, Pza. Cdad. Lineal – Mar de CristalLine 112, Mar de Cristal – Bº AeropuertoLine 120, Pza. Lima – HortalezaLine 122, Avenida de América – Campo NacionesLine 153, Las Rosas – Mar de Cristal

CarA-II, exit number 8M-40, exits number 5, 6 and 7M-11, exits number 5 and 6

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What time do doors open?

The meeting venue will be open to shareholders from 11:30 am.

How has the Shareholders' Meeting been announced?

The meeting notice was published on March 23, 2017 in the Official MercantileRegistry Bulletin (Boletín Oficial del Registro Mercantil - BORME), on the

Company's website (www.endesa.com), on the website of the CNMV and in variousnational general-interest and economic newspapers.

Will the General Meeting be broadcast?

The Annual General Shareholders' Meeting will be broadcasted live. Thisbroadcast may be accessed through Endesa's website, via a special link createdfor such purpose.

II. SHAREHOLDERS' RIGHT TO INFORMATION DOCUMENTATIONAVAILABLE TO THE SHAREHOLDERS IN RELATION TO THEGENERAL MEETING

What information is available to the shareholder?

From the day the meeting notice for the Annual General Shareholders' Meetingwas published until the date the meeting is held, shareholders will have accessto the following information for a period of 33 days:

Meeting Notice Agenda Total number of shares and voting rights on the date the meeting notice is

issued Proposed Resolutions and Director Reports

- Proposed Resolutions- Reports on the proposal for reappointment of Directors

Annual Financial Report:- Annual Financial Statements and Management Report of Endesa, S.A.

for fiscal year 2016

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- Consolidated Annual Financial Statements and Management Report ofthe Endesa Group for fiscal year 2016

- Reports issued by Ernst & Young, S.L. with respect to the annualfinancial statements of Endesa, S.A. and its Consolidated Group forfiscal year 2016

- Directors Statement (Art. 8, Royal Decree 1362/2007) Annual Corporate Governance Report for fiscal year 2016 Annual Report on Directors' Compensation for fiscal year 2016 Board Committee Reports for fiscal year 2016

- Audit and Compliance Committee Audit and Compliance Committee Report for 2016 Endesa, S.A. Audit and Compliance Committee Report on the

Independence of the Statutory Auditors or Audit Firms Audit and Compliance Committee Report to the Board of

Directors on Related-Party Transactions Carried out withSignificant Shareholders and Directors during Fiscal Year 2016

Audit and Compliance Committee Report on Audit Findings- Appointments and Compensation Committee

Appointments and Compensation Committee Report for 2016 Annual Sustainability Report for 2016 Rules on long-distance voting and voting proxy Rules on the Electronic Shareholder Forum Shareholders' right to information Form of attendance, proxy and distance voting card

This information is available in both English and Spanish at www.endesa.com,under the "Shareholders Meetings" section. In the event of any discrepancybetween the English and Spanish versions, the Spanish version shall prevail.

This information may also be requested by phone, in person, or by e-mail orpost addressed to the Shareholders' Office, Monday through Thursday, from9:00 a.m. to 2:00 p.m. and from 4:00 p.m. to 6:00 p.m., and Fridays from 9:00a.m. to 2:00 p.m., at the following address:

Calle Ribera del Loira Nº 6028042 MadridTelephone No.: 900666900E-mail: [email protected]

Furthermore, shareholders may request that such documentation be sent tothem, including by e-mail.

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How can I ask for information or clarification, make suggestions or askany questions I may have concerning the Annual General Shareholders’Meeting?

Via the company’s website (www.endesa.com) by accessing the "GeneralShareholders’ Meeting – Shareholders’ Rights to Information" link.

Shareholders may also go in person to the Shareholders' Office or send in theirrequest by postal or electronic mail:

Calle Ribera del Loira Nº 6028042 MadridTelephone No.: 900 666 900E-mail: [email protected]

III. GENERAL SHAREHOLDERS' MEETING AGENDA

a. General Shareholders' Meeting Agenda Items

1. Approval of the Individual and Consolidated Annual Financial Statementsof Endesa for fiscal year ending December 31, 2016.

2. Approval of the Individual Management Report of Endesa and theConsolidated Management Report of Endesa and its subsidiary companiesfor fiscal year ending December 31, 2016.

3. Approval of corporate management for fiscal year ending December 31,2016.

4. Approval of the application of earnings for fiscal year ending December31, 2016.

5. Reappointment of Ernst & Young, S.L. as the statutory auditor for Endesa,S.A.'s (“Endesa”) individual and consolidated annual financial statementsand to complete the limited semi-annual review for 2017-2019.

6. Reappointment of Miquel Roca Junyent as an Independent Director of theCompany, at the proposal of the Appointments and CompensationCommittee.

7. Reappointment of Alejandro Echevarría Busquet as an IndependentDirector of the Company, at the proposal of the Appointments andCompensation Committee.

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8. Hold a binding vote on the Annual Report on Directors' Compensation.

9. Approval of the Loyalty Plan for 2017-2019 (including amounts linked tothe Company's share value), insofar as Endesa's Executive Directors areincluded among its beneficiaries.

10.Delegation to the Board of Directors to execute and implement resolutionsadopted by the General Meeting, as well as to substitute the powersentrusted thereto by the General Meeting, and granting of powers to theBoard of Directors to record such resolutions in a public instrument andregister and, as the case may be, correct such resolutions.

b. Frequently Asked Questions Regarding the Agenda

What were Endesa's earnings in fiscal year 2016?

Net profits attributable to the parent company totaled €1,411 million,representing a 30% increase from the previous year.

What is the auditor's opinion on Endesa's individual and consolidatedfinancial statements?

In the opinion of the statutory auditor Ernst & Young, the Company's individualand consolidated annual financial statements for fiscal year 2016 reflect in allsignificant aspects the true and fair view of the equity and financial position ofENDESA and its subsidiary companies, both at the individual and consolidatedlevel, as well as of its profits and cash flows, in accordance with the applicablestandard financial reporting framework and, in particular, with the accountingprinciples and criteria contained therein.

What management activities did ENDESA's governing bodies perform infiscal year 2016?

The Board of Directors and its committees held a total of 34 meetings in fiscalyear 2016.

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The Board of Directors performed its duties with unity of purpose andindependent judgment, ensuring that ENDESA provides equal treatment to allCompany shareholders in the same situation, and was guided by the bestinterests of the Company, understood as developing a profitable business thatcan be sustained in the long term, promoting the viability of the Company andmaximizing its financial value. In pursuing the corporate interests, the Board, inaddition to abiding by laws and regulations and following good faith and ethicalprinciples and observing commonly accepted customs and good practices,worked to reconcile corporate interests with, as applicable, the legitimateinterests of its employees, suppliers, clients and other interest groups that maybe affected, as well as with the impact of the company's activities on theenvironment and the community as a whole. The 2017-2021 INDUSTRIAL PLANwas approved in this regard.

For more information on the activities performed by the Audit and ComplianceCommittee and by the Appointments and Compensation Committee in fiscalyear 2016, please see the Integrated Report of the Board Committees for 2016as published on the Company's website.

What is ENDESA's Dividends Policy?

ENDESA's 2016-2019 Dividends Policy provides that the Board of Directors willmake the following compensation to Endesa's shareholders:

Fiscal Year 2016: the ordinary per share dividend to be distributedagainst fiscal year profits will be equal to 100% of the net profitsattributable to the parent company as recorded on the consolidatedannual financial statements, to the extent said amount represents agrowth rate greater than 5% (minimum growth) of the ordinary dividenddistributed against profits from the prior fiscal year.

Fiscal Years 2017 to 2019: the ordinary per share dividend to bedistributed against profits for these fiscal years will be equal to 100% ofthe ordinary net profits attributed to the parent company in theconsolidated annual financial statements of the Group led by said parentcompany. Specifically, the Board of Directors has approved an ordinarydividend for fiscal year 2017 of at least €1.32 (gross) per share.

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In this regard, on November 22, 2016, the Board of Directors of ENDESA, S.A.approved the distribution of interim dividends against 2016 profits in theamount of €0.70 per share (gross). This interim dividend was paid out onMonday, January 02, 2017. The final dividend (€0.633 gross per share) will bepaid out on July 3, 2017, if so agreed by the 2017 Annual Shareholders'Meeting.

Why is the statutory auditor being reappointed?

The current regulations in force provide that listed companies may reappoint thestatutory auditor or audit firm for maximum periods of up to three years subjectto an overall maximum duration of ten years.

Endesa has engaged Ernst & Young, S.L. as the statutory auditor since 2011,with subsequent renewals for three-year periods. In light of the expiration of theauditor's engagement on December 31, 2016, reappointment of the statutoryauditor by Endesa is required. Reappointment of the auditor for three additionalyears would not exceed the 10-year limit as laid out in the applicableregulations.

In light of the above, in December 2016, the Audit and Compliance Committeesubmitted a recommendation to the Board of Directors proposing thereappointment of the statutory auditor Ernst & Young, S.L. for the 2017-2019period, to be proposed to the 2017 Annual General Shareholders' Meeting.

What criteria are followed when selecting, appointing or reappointingDirectors?

Endesa has a Director Candidate Selection Policy to ensure that proposals forthe appointment of Directors are based on a prior analysis of the needs of theBoard.

In this regard, the Appointments and Compensation Committee proposed thereappointment of Mr. Roca and Mr. Echevarría as Independent Directors to theBoard of Directors, who confirmed the conclusions and arguments of theproposal and, in such regard, issued a justifying report in accordance withArticle 529 decies of the Capital Corporations Law (Ley de Sociedades deCapital) as relates to the proposal for reappointment of Independent Directors, acopy of which is available on the Company's website.

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In particular, these justifying reports conclude that Miquel Roca Junyent andAlejandro Echevarría Busquet have the required skills, experience and merits forthe purpose of submitting their reappointment as Independent Directors, for theperiod of four years as laid out in the Bylaws, to the Company's Annual GeneralShareholders' Meeting.

What is the Compensation Policy for the Board of Directors?

Endesa's Directors' Compensation Policy was approved at the last meeting of theAnnual General Shareholders' Meeting on April 26, 2016 for fiscal years 2016,2017 and 2018, and the 2017 Annual General Shareholders' Meeting is notexpected to make any amendments to said policy.

The compensation of directors, for their condition as such, consists of a monthlyfixed compensation and attendance allowances for each meeting of thegoverning bodies of the Company and its Committees.

The amounts of fixed monthly compensation and attendance allowances remainunchanged for fiscal year 2017. Consequently, estimated Directors'compensation for fiscal year 2017 will vary between €187 thousand and €224thousand (gross per Director) as monthly fixed compensation, andapproximately (depending on the number of meetings held by the Board and itsCommittees) €57 thousand (gross per Director) as attendance allowances.

On April 27, 2015, the General Shareholders' Meeting approved maximumannual compensation of €3,000 thousand for the Directors as a whole based ontheir condition as such. This amount shall remain in effect until such time as anamendment thereto may be approved.

The compensation referred to in the preceding paragraphs for membership onthe Board of Directors are compatible with all other professional or employmentcompensation items to which the Directors may be entitled due to any otherexecutive duties performed.

Further information on the compensation of Directors is available in the AnnualReport on Director's Compensation, as published on the Company's website.

What is the 2017-2019 Loyalty Plan?

Long-term variable compensation at Endesa is set out in the so-called LoyaltyPlan, the main goal of which is to strengthen the commitment of employees

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holding high-responsibility positions to achieving the Group's strategicobjectives. The Plan is structured through successive three-year programs witha new program starting every year as from January 1, 2010.

The 2017-2019 Plan includes amounts linked to the Company's share value andincludes among its beneficiaries the Executive Directors of Endesa. In thisregard, Article 219 of the Capital Corporations Law (Ley de Sociedades deCapital) provides that a resolution of the General Shareholders' Meeting will berequired prior to implementing any director compensation system includingcompensation linked to share value.

This program incorporates the most demanding good governance practices inthe area of compensation. In particular, this program includes malus andclawback clauses by virtue of which the Company reserves the right to establishmechanisms authorizing nonpayment by the Company, or the right thereof torequest reimbursement of incentives, if the amount was calculated and/orsettled based on data that was subsequently proven to be inaccurate.

What is the purpose of the resolution delegating the execution andimplementation of resolutions passed by the Shareholders' Meeting tothe Board of Directors?

This resolution is necessary for the implementation, performance, effectivenessand successful completion of the resolutions of the General Shareholders'Meeting, as well as for public notarization and registration of said resolutions.

IV. METHODS OF PARTICIPATING IN THE SHAREHOLDERS' MEETING

Any shareholders wishing to participate by any of the stipulated methods in theShareholders' Meeting must present an attendance card or any other documentaccrediting shareholder status.

What should I do if didn't receive the attendance card for theShareholders' Meeting, or if I lose it?In this case, please go to the financial institution where your shares aredeposited. There, you will be supplied with a duplicate card or, alternatively, acertificate accrediting your shareholder status.

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You may also download a form of attendance card from Endesa's website

(www.endesa.com).

What should I do if I need to change any of the personal informationon the Attendance/Proxy Card?

To make changes to the personal information on the card for this or futureShareholders' Meetings, please notify the financial institution where your sharesare deposited.

However, with the attendance card you have received, you will be able to attendthe General Shareholders’ Meeting and vote provided that your name andsurname(s), tax ID (NIF) and the number of your shares are correct.

a. SHAREHOLDER INTERVENTION

How can I intervene during the course of the General Shareholders'Meeting?

In accordance with the Regulations of the General Shareholders' Meeting, theChairman will invite shareholders who wish to participate in the meeting to havetheir request duly noted in the presence of the Notary Public, indicating theirpersonal data and the number of shares which they hold or represent.Subsequently, the Chairman will invite shareholders who have so requested totake the floor.

During the time allotted for speaking on the floor, the shareholders may requestany information or clarification as they deem relevant to topics included on theagenda for the meeting, publicly available information provided by the Companyto the Spanish Securities Market Commission since the last General Meeting washeld or as relates to the auditor's report.

Article 18 of the General Shareholders' Meeting Regulations states that eachshareholder shall have five minutes for each intervention on the floor,notwithstanding the Chairman's authority to extend such time.

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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b. REPRESENTATION BY PROXY

i. Through long-distance communication

How can I be represented at the Annual General Shareholders'Meeting?

All shareholders may be represented at the Shareholders' Meeting by anotherperson. Proxies must be granted in writing and specifically for eachShareholders' Meeting.

The attendance cards may be used by the shareholders as the document forgranting a proxy at the Meeting and, therefore, shareholders must sign and dulyfill out the card, specifying the name of the person representing them.

Nevertheless, proxies are always revocable, such that the personal attendanceof the shareholder at the Shareholders' Meeting shall result in the proxy beingautomatically void.

Proxies may also be granted through long-distance communication, namely viapostal or electronic correspondence.

How can I grant a proxy through long-distance communication?

There are two ways:

1. By electronic means:

To grant a proxy by electronic communication with the Company, Endesashareholders must go to the Company’s website at www.endesa.com, access thelink to the Annual General Meeting, and select the “Long-Distance Voting andProxies” option.

Adequate guarantees to ensure the authenticity and identity of the shareholdergranting the proxy are a qualified electronic signature and an advancedelectronic signature, insofar as they are based on a qualified electroniccertificate for which there is no record of its revocation and which has beenissued by the Spanish Public Certification Authority (CERES), which reports tothe Spanish Mint. All shareholders who have an electronic signature that meetsthe aforementioned requirements and who identify themselves by thatsignature, and all shareholders holding an electronic identity card (DNIe) may

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grant a proxy by going to the Company’s website at www.endesa.com andfollowing the procedure established there. Shareholders granting proxy usingelectronic means must notify the proxyholder appointed in this respect, unlesssaid proxyholder is a member of the Board of Directors or the Secretary of theBoard of Directors of Endesa (such notice is deemed to have been served uponreceipt by Endesa of the electronic proxy).

On the date and at the venue of the Meeting, the designated proxyholders mustidentify themselves with their National Identity Card or Passport, if appropriatetogether with a copy of the electronic proxy, so that the Company can check theproxy granted to them.

The proxyholder can only cast the shareholder's vote by attending the Meetingin person.

2. By postal mail:

In order to delegate a proxy by postal service, shareholders must complete andsign the proxy section of the physical attendance card issued by the entityparticipating in Iberclear.

The proxyholder can only exercise the proxy by attending the Shareholders'Meeting in person.

Shareholders may send the duly completed and signed card:

By postal service to the following address: ENDESA, S.A. (ANNUAL GENERALSHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

Using the “postage-paid” envelope, if any, accompanying the card.

By courier service, equivalent to the postal service, to the address indicatedabove.

By submitting the filled-out and signed card to the entity participating inIberclear at which they have deposited their shares, although they must makesure that the entity forwards the card to Endesa in due time and form.

On the date and at the venue of the Meeting, the designated proxyholders mustidentify themselves with their National Identity Card or Passport, if appropriatetogether with a copy of the proxy, so that the Company can check the proxygranted to them.

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What is the deadline for receipt of proxies granted via long-distancemeans?

Proxies granted via long-distance means (whether electronically or by post)must be received by the Company before 12:30 p.m. on Tuesday, April 25,2017.

What are the priorities established between proxy, long-distance voting

and personal attendance at the General Shareholders' Meeting?

Personal attendance at the Shareholders' Meeting by shareholders who havegranted a proxy or already cast their vote via long-distance means, bywhichever means, will render the proxy or vote cast via long-distance meansnull and void.

Likewise, a vote, regardless of the manner in which it was cast, will render anyproxy granted ineffective, whether granted electronically or by means of aprinted card. If the proxy was granted before the vote was cast, the proxy willbe considered revoked, and if granted subsequently, it shall be considered void.

What are the priorities between various proxies?

Should a shareholder validly grant several proxies, the last one received by theCompany will prevail.

ii. Attendance of the proxyholder at the GeneralShareholders' Meeting

Shareholders may participate in the Meeting via a proxy, who shall attend theMeeting in person, in order to execute their instructions.

iii. Delivery of the proxy card at the Company's registeredoffices

Shareholders may hand in their cards at the Company's registered offices,having duly completed the proxy or voting sections.

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c. LONG-DISTANCE VOTING

How can I vote by long-distance communication?

There are two ways:

i. By electronic means:

To vote via long-distance electronic communication with the Company, Endesashareholders must go to the Company’s website at www.endesa.com, access theAnnual General Shareholders' Meeting link, and select the “Long-Distance Votingand Proxies” option.

Adequate guarantees to ensure the authenticity and identity of the shareholdergranting the proxy are a qualified electronic signature and an advancedelectronic signature, insofar as they are based on a qualified electroniccertificate for which there is no record of its revocation and which has beenissued by the Spanish Public Certification Authority (CERES), which reports tothe Spanish Mint.

All shareholders who have an electronic signature that meets theaforementioned requirements and who identify themselves by that signature, oran Electronic Identity Card (DNIe) may vote on the business on the agenda forthe Shareholders' Meeting by going to the Company’s website atwww.endesa.com and following the procedure established therein.

ii. By postal mail:

In order to cast a distance vote by postal service, shareholders must completeand sign the “Distance Voting by Post” section on the physical attendance, proxyor distance voting card issued by the entity participating in Iberclear in whichthey have their shares deposited.

Having filled out and signed by hand the card for attendance, proxies and long-distance voting in the “Long-Distance Postal Voting” section, shareholders cansend the card:

By postal service to the following address: ENDESA, S.A. (ANNUAL GENERALSHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

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Using the “postage-paid” envelope, if any, accompanying the card.

By courier service, equivalent to the postal service, to the address indicatedabove.

By submitting the filled-out and signed card to the entity participating inIberclear at which they have deposited their shares, although they must makesure that the entity forwards the card to Endesa in due time and form.

In the event that the attendance card issued by the entity in which the sharesare deposited does not include the section dedicated to “Long-Distance Votingby Post”, a shareholder who wishes to vote long-distance by post mustdownload from Endesa’s website (www.endesa.com) and print out a hardcopy ofthe Long-Distance Voting Card, and complete and sign it together with theattendance card issued by the participating entity in Iberclear.

Having filled out both cards and signed them by hand, shareholders can proceedto send them:

By postal service to the following address: ENDESA, S.A. (ANNUAL GENERALSHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.By courier service, equivalent to the postal service, to the address indicatedabove.

By submitting the filled-out and signed card to the entity participating inIberclear at which they have deposited their shares, although they must makesure that the entity forwards the card to Endesa in due time and form.

What is the deadline for receipt of long-distance votes?

Votes cast via long-distance means (whether electronically or by post) must bereceived by the Company before 12:30 p.m. on Tuesday, April 25, 2017.

Personal attendance at the Shareholders' Meeting by shareholders who havecast their vote via long-distance means, whichever means was used to do so,will render the vote cast via long-distance means null and void.

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What is the consideration given to long-distance voting?

Shareholders with the right to attend and who cast their votes via long-distancemeans as provided will be deemed to be present for the purpose of conveningthe General Shareholders' Meeting.

How can I obtain an electronic certificate issued by the SpanishPublic Certification Authority (CERES) which reports to the SpanishMint, to exercise my rights using long-distance means?

There is detailed information on how to obtain a User’s Certificate on thewebsite of the Spanish Mint (www.fnmt.es).

d. DELIVERY OF THE ATTENDANCE CARD AT THE COMPANY'SREGISTERED OFFICES

Shareholders may deliver their signed card, in exercise of their right to vote orproxy, at Endesa's registered offices, as from March 23 up to April 26 by 12:30p.m.

e. ATTENDANCE AT THE SHAREHOLDERS' MEETING

Who is entitled to attend the Annual General Shareholders' Meetingand what must they do to attend?

Shareholders who have their shares recorded in the pertinent book-entry ledgerfive days in advance of the meeting being held and who hold the relevantattendance card may attend the General Meeting.

In order to attend the Shareholders' Meeting, the attendance card provided bythe financial institution at which their shares are deposited must be presented,as from the date on which the Meeting is announced in the Official MercantileRegistry Bulletin (BORME) and in the journal of legal meeting notices, and whichshall be sent directly to the shareholders by said financial institution.

The attendance card is the document sent to shareholders by their financialinstitutions including their personal data, data relating to the securities accountin which their shares are deposited as well as information on the Annual GeneralShareholders' Meeting: agenda, voting and delegation instructions, etc.

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What is the deadline for me to acquire shares and thereby becomeentitled to attend the General Shareholders' Meeting?

To attend, grant a proxy or vote at a General Shareholders' Meeting you mayacquire shares up to five days prior to the date of the Meeting, requesting thedue accreditation of your status as shareholder from the financial institutionwhere you have deposited your shares.

Can I take someone to the Meeting?

Only if the other person is a shareholder or holds a proxy from a shareholder.

V. VOTING AND ADOPTION OF RESOLUTIONS AT THE GENERAL

SHAREHOLDERS' MEETING

How many votes does a shareholder have at the Meeting?

Shareholders are granted one vote per share held or represented.

How can I exercise my right to vote if I attend the GeneralShareholders' Meeting in person?

In the event that you attend the Meeting in person, you must take into accountthat, in accordance with the General Shareholders' Meeting Regulations, allshares attending the meeting are considered to vote in favor of the proposalslisted on the agenda, unless the Notary Public is notified, in writing or in person,that you wish to cast your vote against the proposal or to cast a blank vote orabstention.

Nevertheless, in the case of resolutions concerning items not included on theagenda, the votes corresponding to all the shares attending the Meeting, unlessthe Notary Public is notified in writing or in person of their vote for, blank voteor abstention, will be deemed to be votes against the proposal put to a vote.

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Notwithstanding the provisions of the foregoing section, and based on thecircumstances of each case, the Presiding Panel of the Meeting may resolve toadopt resolutions using any other system for determining votes, provided saidsystem allows verification that the number of favorable votes required forapproval thereof was obtained and stating for the record in the minutes theresult of the vote.

Furthermore, shares which appear on the list of attendees, except those ofpeople who have left the meeting before the voting and have placed thiscircumstance on record in the presence of the Notary Public, will be deemed tobe shares attending the Meeting.

However, shareholders may also cast their votes by long-distancecommunication, namely via postal or electronic correspondence.

How can I find out about the resolutions approved at the Meeting if Iam unable to attend?

Shareholders may apprise themselves of the resolutions adopted by theShareholders' Meeting on the Company's website.

They may also visit the Shareholders' Office in person or address a requestthereto by post or e-mail to receive all information pertaining to the AnnualMeeting.

Calle Ribera del Loira Nº 6028042 MadridTelephone No.: 900666900E-mail: [email protected]

VI. MONITORING AND RESULTS OF THE SHAREHOLDERS' MEETING

How can I find out about the voting results on the resolutions of theShareholders' Meeting?

Approved resolutions and voting results will be published in full on theCompany's website within five days following the end of the GeneralShareholders' Meeting.

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Endesa will notify the Spanish Securities Market Commission of theresults of the proposed resolutions submitted to the vote of the 2017General Shareholders' Meeting as a relevant fact.

VII. ELECTRONIC SHAREHOLDER FORUM

What is the Electronic Shareholder Forum?

Endesa's Electronic Shareholder Forum is set up for the exclusive purpose offacilitating communication with shareholders at the time the meeting is called upuntil each General Shareholders' Meeting is effectively held.

Prior to holding the General Shareholders' Meeting, users registered inaccordance with the operating rules may submit communications for publicationin the Forum in relation to the following:

Proposals intended to be presented as a supplement to the meeting noticeof the Annual General Shareholders' Meeting, including one or moreagenda items.

Requests for adherence to said proposals. Initiatives for achieving a sufficient percentage to exercise the minority

right provided by law. Offers or requests for voluntary representation.

The Electronic Shareholder Forum Operating Rules are available to theshareholders at the Company's website and through the Electronic ShareholderForum platform.

NOTE: The answers provided in this document are intended as guidance,without prejudice to the provisions of the applicable regulations.