PRECINTO DE LOCALES

Enel’s Board of Statutory Auditors

Percentage of Board Number of other

Office Members meetings attended offices **

Chairman De Leo Bruno (***) 100% -

Chairman Provasoli Angelo (****) 100% -

Regular Auditor Conte Carlo (****) 100% -

Regular Auditor Fontana Franco (*) 100% -

Regular Auditor Minervini Gustavo (***) 100% 1

Alternate Auditor Bilotti Francesco (***) N.A. -

Alternate Auditor Giordano Giancarlo (****) N.A. -

Alternate Auditor Sbordoni Paolo (*) (****) N.A. -

Alternate Auditor Ulissi Roberto (***) N.A. 1

Quorum required for the presentation of slates for the appointment of the Board of Statutory Auditors: 1% of the share capital. Number of meetings held in 2004: 19

* The presence of an asterisk indicates that the statutory auditor was designated by a slate presented by minority shareholders.

** This column shows the number of other companies listed on regulated Italian markets in which the person concerned serves as director or statutory auditor. *** Term expires in May 2004.

**** Term begins in May 2004.

Structure of Enel’s Board of Directors and Committees

Board of Directors

Number Internal Audit Compensation Nomination Executive

Non- of other Committee Committee Committee Committee

Office Members Executive executive Independent **** offices ** *** **** *** **** *** **** *** ****

Chairman Gnudi Piero X X 100% 4 X 100%

Chief Executive Officer/General

Manager Scaroni Paolo X 100% 4

Director Miccio Mauro X X 95% 1 X 95% _{Non Non}

Director Morganti Franco* X X 100% 1 X 100% existent existent

Director Napolitano Fernando X X 95% 2 X 95%

Director Taranto Francesco* X X 95% 4 X 100%

Director Tosi Gianfranco X X 100% - X 100%

Quorum required for the presentation of slates for the appointment of the Board of Directors: 1% of the share capital.

Number of meetings held in 2004: Board of Directors: 21; Internal Audit Committee: 10; Compensation Committee: 20; Nomination Committee: N.A.; Executive Committee: N.A. * The presence of an asterisk indicates that the director was designated by slates presented by minority shareholders.

** This column shows the number of financial, banking, insurance or large companies or ones that are listed on regulated markets, including foreign ones, in which the person concerned serves as director or statutory auditor.

*** In these columns, an “X” indicates the committees of which the director is a member.

Other provisions of the Self-Regulatory Code

Delegation system and transactions with related parties

Has the Board of Directors delegated powers and established: a) Their limits

b) How they are to be exercised c) How often it is to be informed?

Has the Board of Directors reserved the power to examine and approve transactions having a significant impact on the Balance Sheet, Income Statement or Cash-Flow Statement (including transactions with related parties)?

Has the Board established the guidelines and criteria for identifying “significant” transactions?

Are the aforesaid guidelines and criteria described in the report?

Has the Board of Directors established special procedures for the examination and approval of transactions with related parties?

Are the procedures for approving transactions with related parties described in the report?

Procedures of the most recent appointments of Directors and Statutory Auditors

Were the candidacies for the office of director filed at least ten days beforehand? Were the candidacies for the office of director accompanied by exhaustive information?

Were the candidacies for the office of director accompanied by statements as to whether or not they qualified as independent?

Were the candidacies for the office of statutory auditor filed at least ten days beforehand?

Were the candidacies for the office of statutory auditor accompanied by exhaustive information?

Shareholders’ Meetings

Has the company approved rules for Shareholders’ Meetings? Are the rules attached to the report or is it stated where they can be obtained/downloaded?

Internal audit

Has the company appointed the person in charge of internal auditing? Is the person in charge hierarchically independent of heads of operating areas? Organizational position of the person in charge of internal auditing

Investor relations

Has the company appointed a head of investor relations?

Organizational unit of the head of investor relations and related contact information X X X X X X X X X X X X X X X X X X

Head of the internal auditing department

X

> Relations with institutional investors: Investor Relations

Viale Regina Margherita, 137 - 00198 Rome, Italy Tel. ++39.06.83053437 - Fax ++39.06.83053771 e-mail: [email protected]

> Relations with retail shareholders: Department of Corporate Affairs

Viale Regina Margherita, 137 - 00198 Rome, Italy Tel. ++39.06.83052081 - Fax ++39.06.83052129 e-mail: [email protected]

The current members of the Board of Directors were appointed before such recommendation was added to the code YES NO

Summary of the reasons for any non compliance with the recommendations of the code

The growing importance of environmental issues in the decision-making process of the Group led to the integration of industrial policies and energy efficiency objectives in seeking a diversification of energy sources. These choices contribute to accelerate the progress of the Country towards the achievement of a reduction in the cost of electricity.

With the completion of the first of the two sections of the Termini Imerese (Palermo) generation plant in 2004, high-efficiency (55%) combined-cycle plants owned by Enel exceeded 5,000 MW of installed capacity. A further 1,100 MW of installed capacity will be added with the conversion of the remaining sections of the Termini Imerese plant and that of the Santa Barbara (Arezzo) plant.

High-yield gas plants allow Enel to use in its power plants an increasing portion of cheaper fuels in conjunction with advanced technologies, making the fuel mix more flexible and balanced. In 2004, natural gas and coal contributed respectively about 43% and 33% of thermal generation, while fuel oil, with a 22% share, is destined to play a marginal role in future thermal generation. Work for the conversion to coal of the Torrevaldaliga Nord (Civitavecchia) power plant started in 2004. Thanks to the high efficiency of the new plant (45%, as compared with 38% of the current plant), carbon monoxide emissions will be reduced. The development of renewable resources continued: generation from these resources increased by 2,800 million kWh, marking, with 21%, the largest contribution to Enel’s total electricity generation in the past five years – while wind plants doubled (reaching an installed capacity of about 250 MW), and three hydroelectric plants (totaling about 150 MW) were revamped.

Emissions of sulfur dioxide - SO2(1.0 grams per net thermal kWh), nitrogen oxides - NOX(0.6 grams) and dusts (0.04 grams) were unchanged, while generation from renewable resources prevented the emission in the atmosphere of over 18 million tons of carbon monoxide that would have accompanied the generation of the same amount of electricity from fossil fuels.

Environmental results achieved can be summarized as follows:

> strong increase in the recycling of water and usage of sea water, which alone covers 35% of water for industrial uses;

> a very high percentage (95%) of recycling of special waste produced, with instances of full reuse in the case of coal and chalk dusts resulting from desulfuration;

> steady increase in low- and medium-voltage insulated electricity lines, either aerial or underground, reaching respectively 83% and 39% of the entire low- and medium-voltage network.

Results achieved in 2004 allow Enel to look with optimism at the application of the National Assignment Plan provided for by EU Directive 87/2003 that introduces a system for the trading of greenhouse gas emission within the EU. The system aims at containing emission abatement costs through emissions trading, one of the flexible mechanisms provided for by the Kyoto Protocol.

Carbon monoxide emissions per kWh generated were reduced further, from 519 grams per net kWh generated in 2003 to 504 grams in 2004. The reduction from 1990, when CO emissions were equal to 618 grams per net kWh generated, amounts to 18%.

The voluntary adoption of environmental auditing certifications continued in 2004:

> as part of the plan to achieve ISO 14001 certification and subsequent EMAS registration for all its business units or power plants, the Generation and Energy Management Division achieved the ISO 14001 certification of 70% of its installed capacity, 28% of which was awarded EMAS registration;

> the entire Electricity Networks business area of the Infrastructure and Networks Division obtained ISO 14001 certification. The certification was accompanied by a capillary training activity involving more than two thirds of operating personnel.

Enel’s environmental policies are applied also to plants abroad where the Group has launched a program to reduce the environmental impact of thermal generation plants, particularly in Spain and Bulgaria, in addition to increasing generation from renewable resources, mainly through advanced projects in the field of geothermal generation in Latin America.

Results and environmental activities are detailed in the Environmental Report and represent one of the sections contained in the Sustainability Report.

As part of its international expansion strategy and to consolidate its presence in Central-Eastern Europe, on February 17, 2005 Enel signed a contract for the acquisition of a 66% share in the capital stock of Slovenské Elektrárne (SE), the main electricity generator in Slovakia and the second largest in Central-Eastern Europe. SE has a generation portfolio of about 7,000 MW (83% of Slovakia’s installed generation capacity), well balanced between thermal, hydro and nuclear power, with a very competitive generation cost. The consideration for the sale is euro 840 million.

In application of Legislative Decree no. 79/99, on February 18, 2005, Enel Distribuzione and Meta signed a preliminary agreement for the sale to Meta of the business relating to the distribution and sale of electricity in 18 municipalities of the Modena Province, for euro 127 million. The agreement provides for the transfer of over 3,700 kilometers of lines, serving about 80,000 customers with an aggregate annual consumption of 610 GW. The sale is expected to be concluded by the first half of 2005. On February 28, 2005, Terna and Gestore della Rete di Trasmissione Nazionale (the Independent System Operator, ISO), in compliance with Decree of the President of the Council of Ministers (DPCM) dated May 11, 2004, signed a contract for the transfer to Terna of the ISO’s electricity dispatching, programming and development business unit. The price for the sale is euro 68.3 million, net of about euro 112 million of trade receivables from Terna. The sale and subsequent merger is subject to the following conditions:

> the issue by the Ministry of Productive Activities of a new license for the transmission and dispatching of electricity on the whole national territory to Terna;

> the approval by the Ministry of Productive Activities and the Authority for Electricity and Gas of the “Code for the transmission, dispatching, development and safety of the network” provided for by the mentioned DPCM;

> the issue by the Antitrust Authority of a favorable opinion on the operation.

On March 1, 2005, Terna was extended a euro 300 million loan by the European Investment Bank (EIB) used to finance part of future capital expenditure in development. One third of the loan was paid on March 15, 2005, while the residual 200 million will be paid to Terna by the end of 2006. The loan has a term of 15 years and is repayable in constant semiannual installments from the fifth to the fifteenth year. The euro 1 billion Public Offer of Enel bonds reserved to Italian investors closed early on March 8, 2005. The bond issue represents part of the plan for the refinancing of the Company’s debt and was resolved by Enel’s Board of Directors at the Meeting held on July 28, 2004.

On March 23, 2005, Enel and Cassa Depositi e Prestiti signed a Memorandum of Understanding for the sale to Cassa Depositi e Prestiti of a share not larger than 30% in the capital stock of Terna.