6-K 1 a5342673.htm ENDESA, S.A. 6-K ENDESA, S.A. 6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of February, 2007

Commission File Number: 333-07654


ENDESA, S.A.
(Translation of Registrant's Name into English)

Ribera del Loira, 60
28042 Madrid, Spain
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
X
Form 40-F
  

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes
  
No
X

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes
  
No
X

Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes
  
No
X

If “Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
 
 
 


FAQs

 
CONTENTS
 
  I-
The purpose of Endesa’s Extraordinary General Shareholders’ Meeting
     
  II-
Announcement and convening of the meeting, quorum, place and time
     
  III-
Right to information
     
  IV-
Attendance fee
     
  V-
Methods of participating in the Shareholders’ Meeting
 
a.  
DELEGATION OF PROXY

i.  
Through long-distance communication
1.  
By electronic means
2.  
By postal mail
ii.  
Attendance of the proxyholder at the Shareholders’ Meeting
iii.  
Delivery of the proxy card to the Company Headquarters or to the premises set up for this purpose

b.  
LONG-DISTANCE VOTING
i.  
By electronic means
ii.  
By postal mail

c.  
DELIVERY OF THE ATTENDANCE CARD TO THE COMPANY HEADQUARTERS OR TO THE PREMISES SET UP FOR THIS PURPOSE

d.  
ATTENDING THE SHAREHOLDERS’ MEETING

  VI-
Voting and adoption of resolutions at the Shareholders’ Meeting
     
  VII- 
The Public Tender Offer

1
 
 
I-    The Purpose of Endesa’s Extraordinary General Shareholders’ Meeting
 
1.  
Why has this Extraordinary General Shareholders’ Meeting been called?

As you probably already know, E.ON has made a public tender offer to all Endesa shareholders for a price of Euro 38.75 per share. This offer is conditional on specific amendments being made to Endesa’s Corporate Bylaws.

The Board of Directors has called this Extraordinary General Shareholders’ Meeting so that Endesa’s shareholders can decide whether or not these Corporate Bylaws should be amended.

The agenda of the Extraordinary General Shareholders’ Meeting is as follows:

·  
Amendment of article 32 of the Corporate Bylaws (Limitation of voting rights).
·  
Amendment of article 37 of the Corporate Bylaws (Number and classes of Directors).
·  
Amendment of article 38 of the Corporate Bylaws (Term of office of Directors).
·  
Amendment of article 42 of the Corporate Bylaws (Incompatibilities of Directors).
 

2.  
Why is your participation important?

·  
If you do not participate you will not receive the attendance fee.
·  
The amendment of art. 32 of the bylaws requires the favourable vote of more than 50% of the subscribed voting capital
·  
Non attendance will be equivalent to a “no” vote.
·  
In the event that bylaws are not changed, shareholders may not have the option to sell their shares in this public tender offer.

2.1 What should I do to participate?

There are several ways. The easiest one is to send back a completed and signed attendance card, which your financial institution has sent or will be sending you and that will entitle you to participate in this Shareholders Meeting.

Please do not confuse the attendance card with the acceptance form for EON’s tender offer, which you may receive as well.

If you do not receive the attendance card, or if you lose your card, please see question 18.

2
 
 
2.2 If I want to accept E.ON’s offer, what should I do in the Shareholders Meeting?

If you want to accept E.ON’s offer, you should participate in the Shareholders Meeting and vote favourably for the proposed bylaws amendments in order to reduce the risk that the conditions for the completion of E.ON’s offer are not satisfied.


3.  
Has the Board’s issued a recommendation with regard to this meeting?

Yes. Endesa’s Board of Director has recommended in favor of the amendments to its Corporate Bylaws and recommends shareholders participate in the Extraordinary General Shareholders’ Meeting and vote in favour of these Bylaws being amended for the following reasons:

Endesa’s Board of Directors, by a unanimous vote of members present or represented at a meeting held on February 6, 2007, viewed the terms of the E.ON Offer favourably for the following reasons:
A.  
The consideration of Euro 38.75 per share offered by E.ON, which values Endesa’s total share capital at Euro 41,027 million, is fair, from a financial point of view, to the shareholders of Endesa.
B.  
The consideration offered by E.ON consists entirely of cash, and the Offer is being made for 100 per cent of the outstanding shares.
C.  
The Offeror has stated its intention to continue implementing Endesa’s commercial strategy, including Endesa’s investment plan, and to preserve Endesa’s workforce, as well as its goal of promoting the development of the Spanish gas and electricity market, all as reflected in the Prospectus.

II-    Announcement and convening of the meeting, quorum, place and time.

4.  
When will the Extraordinary General Shareholders’ Meeting be held?

Endesa S.A.’s Extraordinary General Shareholders’ Meeting is to be held on March 20, 2007, at 11:00 a.m. at first call. In the event that the General Meeting cannot be held at first call because the necessary quorum is not achieved, it will be held in the same place and at the same time on March 21, 2007, at second call.

In consideration of the company’s present shareholder structure, the Meeting is likely to be held at first call on March 20, 2007. 

5.  
Where will the General Shareholders’ Meeting be held?

The Shareholders’ Meeting will be held in the “Palacio de Deportes de la Comunidad de Madrid”, Avenida de Felipe II, s/n, Madrid.

3
 

6.  
Do these premises have access for disabled people?

Yes. The venue is fully adapted for disabled people.

7.  
Getting there

Underground (metro)

-  
Line 2, Ventas - Cuatro Caminos
Stations: Goya and Manuel Becerra

-  
Line 4, Argüelles - Parque de Santa María
Station: Goya

-  
Line 6, Circular
Stations: Manuel Becerra and O’Donnell

-  
Line 9, Herrera Oria - Arganda
Station: Principe de Vergara

Bus
 
Bus stop on Avenida Felipe II

-  
Line 21, P. Pintor Rosales - B. Salvador
-  
Linea 15, Puerta del Sol - La Elipa
-  
Line 29, Avenida Felipe II - Manoteras
-  
Line 30, Avenida Felipe II - Pavones
-  
Line 43, Avenida Felipe II - Estrecho
-  
Line 53, Puerta del Sol - Parque San Juan Bautista
-  
Line 63, Avenida Felipe II - B. Santa Eugenia
-  
Line 63, Avenida Felipe II - B. Santa Eugenia

Bus stop on Calle Jorge Juan

-  
Line C, Circular 1 and Circular 2

Bus stop on Calle O’Donnell

-  
Line 2, Plaza Manuel Becerra - Reina Victoria
-  
Line 28, Puerta de Alcalá - Barrio Canillejas

Bus stop on Calle Doctor Esquerdo

-  
Line C, Circular 1 and Circular 2
-  
Line 2, Plaza Manuel Becerra - Reina Victoria
-  
Line 56, Diego de León - Puente de Vallecas
-  
Line 71, Plaza de Manuel Becerra - Puerta de Arganda
-  
Line 143, Plaza de Manuel Becerra - Villa de Vallecas

4
 
 
8.  
What time do the doors open?

The meeting venue will be open to shareholders from 9.30 am.


9.  
How has the Shareholders’ Meeting been announced?

The call notice for the meeting was published in the Official Mercantile Gazette (BORME) and in 41 general and financial national and regional newspapers on February 8, 2007.

All information relating to the Extraordinary General Shareholders’ Meeting is also available on Endesa, S.A’s webpage.


10.  
Will the Shareholders’ Meeting be broadcast?

The Extraordinary General Shareholders’ Meeting will be broadcast live with access via a special link on Endesa, S.A.’s website.

 
11.  
What quorum is necessary for the Shareholders’ Meeting to be deemed validly convened?

At the forthcoming Extraordinary General Shareholders’ Meeting there will items on the agenda relating to amendments to Endesa’s Bylaws requested by the company launching the Public Tender Offer. Therefore, for the meeting to be deemed validly convened the quorum established in article 26 of the Corporate Bylaws must be achieved, i.e. 50 per cent of the subscribed voting capital stock at the first call and 25 per cent at the second call.

 
III-    Right to information

12.  
What information is available to the shareholder?

From the day the call notice for the Extraordinary General Shareholders’ Meeting was published until the date the meeting is held, shareholders will have access to the following information for a period of 40 days (longer than the minimum legal timeframe)
·  
Call notice and agenda of the meeting.

·  
Full text of the proposed resolutions in relation to each one of the agenda items.

·  
Directors’ Report in relation to the resolutions in respect of bylaw amendments.

·  
Attendance card, delegation of proxy and long-distance voting.
 
5

 
13.  
How can I ask for information or clarification or ask any questions I may have concerning the Extraordinary General Shareholders’ Meeting?

Via the company’s website: www.endesa.es accessing the space dedicated to the Extraordinary General Shareholders’ Meeting - Shareholders’ Rights to Information.

Shareholders may also go in person to the Shareholders’ Office or send in their request by postal or electronic mail:

Calle Ribera del Loira Nº 60
28042 Madrid

Telephone: 900 666 900

e-mail: eoaccionista@endesa.es


14.  
Where can I find information concerning the last Shareholders’ Meeting?

All information concerning the last Ordinary Shareholders’ Meeting is available on the company’s website: www.endesa.es, in the space dedicated to Shareholder and Investor Information.

Shareholders may also go in person to the Shareholders’ Office or send in their request by postal or electronic mail:

Calle Ribera del Loira Nº 60
28042 Madrid

Telephone: 900666900

e-mail: eoaccionista@endesa.es

15.  
Where do I have to go to collect the documentation I need for the Extraordinary General Shareholders’ Meeting?
 
6
 
 
Shareholders may deliver their proxy cards and collect the pertinent documentation for the Extraordinary General Shareholders’ Meeting, in addition to the attendance gift, at the following addresses:
 
ANDALUSIA
  
Timetable
ALGECIRAS
AVD. VIRGEN DE LA PALMA EDIFICIO D.JUAN
9 - 14
BADAJOZ
AVDA. PERÚ, 27 (BADAJOZ-06011)
9 - 14
SEVILLE
AVDA.DE LA BORBOLLA 5 (SEVILLE)
9 - 14
HUELVA
CABECERA HUELVA, PASEO DE LA GLORIETA 8
9 - 14
CADIZ
CABECERA, CARACOLA, S/N
9 - 14
CORDOBA
CRT. AEROPUERTO KM. 2,5
9 - 14
SEVILLE
ENRAMADILLA I, C/DIEGO MTNEZ. BARRIO
9 - 14
ALMERIA
FEDERICO Gª LORCA, 82
9 - 14
MARBELLA
C/CASTILLO 1
9 - 14
GRANADA
C/ESCUDO DEL CARMEN, 31 (1st floor)
9 - 14
JAEN
EJERCITO ESPAÑOL, 4
9 - 14
MERIDA
AVDA.REINA SOFÍA 18
9 - 14
JEREZ
SAN JUAN DE DIOS,1
9 - 14
MALAGA
MAESTRANZA HEADQUARTERS
9 - 14
ARAGON
    
ZARAGOZA
SAN MIGUEL, 10
9 - 14
HUESCA
MIGUEL SERVET 8
9 - 14
TERUEL
RONDA DE AMBELES, 34
9 - 14
BALEARIC ISLANDS
    
IBIZA
PEDRO FRANCES 31
9 - 14
MAHoN
VASALLO 28
9 - 14
PALMA
JUAN MARAGALL,16
9 - 14
VIZCAYA
    
BILBAO
GRAN VIA DON DIEGO LÓPEZ DE HARO 68
9 - 14
CANARY ISLANDS
    
SANTA CRUZ DE TENERIFE
J.R. HAMILTON 7
9 - 14
LAS PALMAS
EDIFICIO WOERMANN
9 - 14
CATALONIA
  
9 - 14
BARCELONA
AV. VILANOVA,12
9 - 14
BARCELONA
AV.PARAREL,51
9 - 14
GIRONA
C/ Riu Güell, 158
9 - 14
VILANOVA Y LA GELTRU
C/ EUSEBIO MILLÁN, 22
9 - 14
MANRESA
C/ LLUCA, 9
9 - 14
SABADELL
CTR. MOLINS DE REI, 234
9 - 14
TARRAGONA
CTR. VALENCIA, KM 1157,5
9 - 14
LERIDA
MANGRANERS
9 - 14
HOSPITALET DE LLOBREGAT
MIGUEL HERNÁNDEZ, 93-95
9 - 14
GALICIA
    
LA CORUÑA
C/ MÉDICO RODRÍGUEZ, Nº 12-14
9 - 14
MADRID
    
MADRID
HEADQUARTERS RIBERA DEL LOIRA, 60
9 - 14 and 16 - 18
MADRID
DIEGO DE LEÓN, 33
9 - 14 and 16 - 18
MADRID
HOTEL ABBA MADRID - AVENIDA DE AMÉRICA, 32
9 - 14 and 16 - 18
MADRID
HOTEL MIGUEL ANGEL - MIGUEL ANGEL, 29-31
9 - 14 and 16 - 18
MADRID
HOTEL RAFAEL ATOCHA - MENDEZ ALVARO, 30
9 - 14 and 16 - 18
MADRID
HOTEL PUERTA CASTILLA - CASTELLANA, 91
9 - 14 and 16 - 18
VALENCIA
    
VALENCIA
GREGORIO MAYANS, 11
9 - 14
 

IV-    Attendance fee

16.  
Will a fee be paid for attending the Extraordinary General Shareholders’ Meeting?

At its meeting of February 6, 2007 Endesa's Board of Directors resolved to pay an attendance fee of fifteen euro cents gross per share (0.15 euros gross per share) to all shareholders who participated in the Extraordinary General Shareholders’ Meeting, whether directly, by proxy or long-distance voting.

7

 
17.  
When will the fee be paid?

Shareholders who participate in any form at the Extraordinary General Meeting, whether directly, by proxy, or by long-distance voting, shall be entitled to receive an attendance fee of fifteen euro cents gross per share (0.15 euros gross per share), to be paid through the member entities of the clearinghouse Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (IBERCLEAR) beginning on the date of the Extraordinary General Shareholders’ Meeting.

The attendance fee is subject to taxation like a dividend. For this reason, a withholding of 18% will be applied to all individuals with a shareholding of less than 5% of the company’s capital.
 

 
Number ofº
Gross premium
  
Net premium
  
Number of
Gross premium
  
Net premium
shares
€
18%
€
Pts.
  
shares
€
18%
€
Pts.
1
0.15
0.03
0.12
20
  
100
15.00
2.70
12.30
2,047
2
0.30
0.05
0.25
41
  
101
15.15
2.73
12.42
2,067
3
0.45
0.08
0.37
61
  
102
15.30
2.75
12.55
2,087
4
0.60
0.11
0.49
82
  
103
15.45
2.78
12.67
2,108
5
0.75
0.14
0.62
102
  
104
15.60
2.81
12.79
2,128
6
0.90
0.16
0.74
123
  
105
15.75
2.84
12.92
2,149
7
1.05
0.19
0.86
143
  
106
15.90
2.86
13.04
2,169
8
1.20
0.22
0.98
164
  
107
16.05
2.89
13.16
2,190
9
1.35
0.24
1.11
184
  
108
16.20
2.92
13.28
2,210
10
1.50
0.27
1.23
205
  
109
16.35
2.94
13.41
2,231
11
1.65
0.30
1.35
225
  
110
16.50
2.97
13.53
2,251
12
1.80
0.32
1.48
246
  
111
16.65
3.00
13.65
2,272
13
1.95
0.35
1.60
266
  
112
16.80
3.02
13.78
2,292
14
2.10
0.38
1.72
287
  
113
16.95
3.05
13.90
2,313
15
2.25
0.41
1.85
307
  
114
17.10
3.08
14.02
2,333
16
2.40
0.43
1.97
327
  
115
17.25
3.11
14.15
2,354
17
2.55
0.46
2.09
348
  
116
17.40
3.13
14.27
2,374
18
2.70
0.49
2.21
368
  
117
17.55
3.16
14.39
2,394
19
2.85
0.51
2.34
389
  
118
17.70
3.19
14.51
2,415
20
3.00
0.54
2.46
409
  
119
17.85
3.21
14.64
2,435
21
3.15
0.57
2.58
430
  
120
18.00
3.24
14.76
2,456
22
3.30
0.59
2.71
450
  
121
18.15
3.27
14.88
2,476
23
3.45
0.62
2.83
471
  
122
18.30
3.29
15.01
2,497
24
3.60
0.65
2.95
491
  
123
18.45
3.32
15.13
2,517
25
3.75
0.68
3.08
512
  
124
18.60
3.35
15.25
2,538
26
3.90
0.70
3.20
532
  
125
18.75
3.38
15.38
2,558
27
4.05
0.73
3.32
553
  
126
18.90
3.40
15.50
2,579
 
8
 
 
28
4.20
0.76
3.44
573
  
127
19.05
3.43
15.62
2,599
29
4.35
0.78
3.57
593
  
128
19.20
3.46
15.74
2,620
30
4.50
0.81
3.69
614
  
129
19.35
3.48
15.87
2,640
31
4.65
0.84
3.81
634
  
130
19.50
3.51
15.99
2,661
32
4.80
0.86
3.94
655
  
131
19.65
3.54
16.11
2,681
33
4.95
0.89
4.06
675
  
132
19.80
3.56
16.24
2,701
34
5.10
0.92
4.18
696
  
133
19.95
3.59
16.36
2,722
35
5.25
0.95
4.31
716
  
134
20.10
3.62
16.48
2,742
36
5.40
0.97
4.43
737
  
135
20.25
3.65
16.61
2,763
37
5.55
1.00
4.55
757
  
136
20.40
3.67
16.73
2,783
38
5.70
1.03
4.67
778
  
137
20.55
3.70
16.85
2,804
39
5.85
1.05
4.80
798
  
138
20.70
3.73
16.97
2,824
40
6.00
1.08
4.92
819
  
139
20.85
3.75
17.10
2,845
41
6.15
1.11
5.04
839
  
140
21.00
3.78
17.22
2,865
42
6.30
1.13
5.17
860
  
141
21.15
3.81
17.34
2,886
43
6.45
1.16
5.29
880
  
142
21.30
3.83
17.47
2,906
44
6.60
1.19
5.41
900
  
143
21.45
3.86
17.59
2,927
45
6.75
1.22
5.54
921
  
144
21.60
3.89
17.71
2,947
46
6.90
1.24
5.66
941
  
145
21.75
3.92
17.84
2,967
47
7.05
1.27
5.78
962
  
146
21.90
3.94
17.96
2,988
48
7.20
1.30
5.90
982
  
147
22.05
3.97
18.08
3,008
49
7.35
1.32
6.03
1,003
  
148
22.20
4.00
18.20
3,029
50
7.50
1.35
6.15
1,023
  
149
22.35
4.02
18.33
3,049
51
7.65
1.38
6.27
1,044
  
150
22.50
4.05
18.45
3,070
52
7.80
1.40
6.40
1,064
  
151
22.65
4.08
18.57
3,090
53
7.95
1.43
6.52
1,085
  
152
22.80
4.10
18.70
3,111
54
8.10
1.46
6.64
1,105
  
153
22.95
4.13
18.82
3,131
55
8.25
1.49
6.77
1,126
  
154
23.10
4.16
18.94
3,152
56
8.40
1.51
6.89
1,146
  
155
23.25
4.19
19.07
3,172
57
8.55
1.54
7.01
1,167
  
156
23.40
4.21
19.19
3,193
58
8.70
1.57
7.13
1,187
  
157
23.55
4.24
19.31
3,213
59
8.85
1.59
7.26
1,207
  
158
23.70
4.27
19.43
3,234
60
9.00
1.62
7.38
1,228
  
159
23.85
4.29
19.56
3,254
61
9.15
1.65
7.50
1,248
  
160
24.00
4.32
19.68
3,274
62
9.30
1.67
7.63
1,269
  
161
24.15
4.35
19.80
3,295
63
9.45
1.70
7.75
1,289
  
162
24.30
4.37
19.93
3,315
64
9.60
1.73
7.87
1,310
  
163
24.45
4.40
20.05
3,336
65
9.75
1.76
8.00
1,330
  
164
24.60
4.43
20.17
3,356
66
9.90
1.78
8.12
1,351
  
165
24.75
4.46
20.30
3,377
67
10.05
1.81
8.24
1,371
  
166
24.90
4.48
20.42
3,397
68
10.20
1.84
8.36
1,392
  
167
25.05
4.51
20.54
3,418
69
10.35
1.86
8.49
1,412
  
168
25.20
4.54
20.66
3,438
70
10.50
1.89
8.61
1,433
  
169
25.35
4.56
20.79
3,459
71
10.65
1.92
8.73
1,453
  
170
25.50
4.59
20.91
3,479
72
10.80
1.94
8.86
1,474
  
171
25.65
4.62
21.03
3,500
73
10.95
1.97
8.98
1,494
  
172
25.80
4.64
21.16
3,520
74
11.10
2.00
9.10
1,514
  
173
25.95
4.67
21.28
3,541
75
11.25
2.03
9.23
1,535
  
174
26.10
4.70
21.40
3,561
76
11.40
2.05
9.35
1,555
  
175
26.25
4.73
21.53
3,581
77
11.55
2.08
9.47
1,576
  
176
26.40
4.75
21.65
3,602
78
11.70
2.11
9.59
1,596
  
177
26.55
4.78
21.77
3,622
79
11.85
2.13
9.72
1,617
  
178
26.70
4.81
21.89
3,643
80
12.00
2.16
9.84
1,637
  
179
26.85
4.83
22.02
3,663
81
12.15
2.19
9.96
1,658
  
180
27.00
4.86
22.14
3,684
82
12.30
2.21
10.09
1,678
  
181
27.15
4.89
22.26
3,704
 
9
 
 
83
12.45
2.24
10.21
1,699
  
182
27.30
4.91
22.39
3,725
84
12.60
2.27
10.33
1,719
  
183
27.45
4.94
22.51
3,745
85
12.75
2.30
10.46
1,740
  
184
27.60
4.97
22.63
3,766
86
12.90
2.32
10.58
1,760
  
185
27.75
5.00
22.76
3,786
87
13.05
2.35
10.70
1,780
  
186
27.90
5.02
22.88
3,807
88
13.20
2.38
10.82
1,801
  
187
28.05
5.05
23.00
3,827
89
13.35
2.40
10.95
1,821
  
188
28.20
5.08
23.12
3,848
90
13.50
2.43
11.07
1,842
  
189
28.35
5.10
23.25
3,868
91
13.65
2.46
11.19
1,862
  
190
28.50
5.13
23.37
3,888
92
13.80
2.48
11.32
1,883
  
191
28.65
5.16
23.49
3,909
93
13.95
2.51
11.44
1,903
  
192
28.80
5.18
23.62
3,929
94
14.10
2.54
11.56
1,924
  
193
28.95
5.21
23.74
3,950
95
14.25
2.57
11.69
1,944
  
194
29.10
5.24
23.86
3,970
96
14.40
2.59
11.81
1,965
  
195
29.25
5.27
23.99
3,991
97
14.55
2.62
11.93
1,985
  
196
29.40
5.29
24.11
4,011
98
14.70
2.65
12.05
2,006
  
197
29.55
5.32
24.23
4,032
99
14.85
2.67
12.18
2,026
  
198
29.70
5.35
24.35
4,052
100
15.00
2.70
12.30
2,047
  
199
29.85
5.37
24.48
4,073

10

V-     Methods of participating in the Shareholders’ Meeting
 
Any shareholders wishing to participate by any of the stipulated methods in the Shareholders’ Meeting must present an attendance card.

18.  
What must I do if I do not receive the attendance card for the Shareholders’ Meeting, or if I lose it?

You must ask the financial institution where your shares are deposited for a copy of the attendance card or a certificate which proves that you are indeed a shareholder.

19.  
What must I do if I have to modify any of the personal data featured on the attendance/proxy card?

To make changes in the personal data of the card for this or future Shareholders’ Meetings, please notify the financial institution where your shares are deposited.

However, with the attendance card you have received, you will be able to attend the Shareholders’ Meeting and vote provided that your name and surnames, tax ID and the number of your shares are correct, and that, individually or together with others, you hold at least 50 shares.


a- REPRESENTATION

1- Through long-distance communication

20.  
How can I be represented at the Extraordinary General Shareholders’ Meeting?

All shareholders may be represented at the Shareholders’ Meeting by another person. Proxies must be granted in writing and specifically for each Shareholders’ Meeting.

Since the attendance cards must be used by the shareholders as a document granting proxy at the Meeting, if shareholders wish to grant said proxy they must sign and duly fill out the card and indicate thereon the name of the person representing them.

Nevertheless, proxy is always revocable, so that if a shareholder does personally attend a Shareholders’ Meeting the power of proxy shall automatically be annulled.

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

11

 
21.  
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, Endesa shareholders must go to the Company’s website at www.endesa.es, access the link to the Extraordinary General Meeting, and select the “Long-Distance Voting and Proxies” option.

Adequate guarantees to ensure the authenticity and identity of the shareholder granting the proxy are a qualified electronic signature and an advanced electronic signature, where they are based on a qualified electronic certificate for which there is no record of its revocation and which has been issued by the Spanish Public Certification Authority (CERES), which reports to the Spanish Mint.

All shareholders who have an electronic signature that meets the requirements indicated and who identify themselves by that signature, and all shareholders holding an electronic identity card (e-ID) may grant a proxy by going to the Company’s website at www.endesa.es and following the procedure established there.

Shareholders granting proxy using electronic means must notify the designated representative in this connection, unless said representative is a member of the Board of Directors or the Secretary to the Board of Directors of Endesa (such notice is deemed to have been served upon receipt by Endesa of the electronic proxy).

On the date and at the venue of the Meeting, the designated proxyholders must identity themselves with their national identity card or passport, if appropriate together with a copy of the electronic proxy, so that the Company can check the proxy granted to them.

The proxyholder can only exercise the shareholder’s vote by attending the Meeting in person.


2. By postal mail:

To grant postal proxies, shareholders must fill out and sign the “Proxies” section on the attendance card, issued on paper by the financial institution where the shares are deposited.

The proxyholder can only exercise the vote by attending the Shareholders’ Meeting in person.

Shareholders may send the duly completed and signed card:
 
12

 
·  
By postal mail to the following address: ENDESA, S.A. (EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
·  
Using the “prepaid” envelope, if any, accompanying the card.
·  
By a courier service equivalent to the postal service to the above address.
·  
By handing in the completed and signed card to the entity where the shares are held, ensuring 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 must identify themselves with their national identity card or passport, if appropriate together with a copy of the proxy, so that the Company can check the proxy granted to them.

22.  
What is the deadline for receipt of proxies granted via long-distance means?

Proxies granted via long-distance means (whether electronically or by postal mail) must be received by the Company 24 hours prior to the date and time when the meeting is scheduled at FIRST CALL.

Otherwise, the proxy will be deemed not to have been granted, unless its later receipt prior to the holding of the Shareholders’ Meeting poses no material problems for the verifications and calculations required in connection with preparing for and holding the Meeting.


23.  
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 have granted a proxy or already cast their vote via long-distance means, by whichever means, will render the proxy or vote cast via long-distance means ineffective.

·  
Likewise, whichever means was used to cast it, a vote will render any proxy granted electronically or by means of a printed card ineffective, and the proxy will be deemed to have been revoked if granted previously, or not to have been granted at all if granted subsequently.


24.  
What are the priorities between various proxies?

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

13
 

2- Attendance of the proxyholder at the General Shareholders’ Meeting

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

3- Delivery of the proxy card at the Company Headquarters or at the premises designated for this purpose

Shareholders may hand in their cards at the Company headquarters or commercial premises, having duly completed the proxy or voting sections.

b- LONG-DISTANCE VOTING

25.  
How can I vote by long-distance communication?

There are two ways:

1. By electronic means:

To vote via long-distance electronic communication with the Company, Endesa shareholders must go to the Company’s website at www.endesa.es, access the Extraordinary General Shareholders’ Meeting link, and select the “Long-distance Voting and Proxies” options.
 
Adequate guarantees to ensure the authenticity and identity of the shareholder granting the proxy are a qualified electronic signature and an advanced electronic signature, where they are based on a qualified electronic certificate for which there is no record of its revocation and which has been issued by the Spanish Public Certification Authority (CERES), which reports to the Spanish Mint.

All shareholders who have an electronic signature that meets the requirements indicated and who identify themselves by that signature, or an Electronic Identity Card (e-ID) may vote on the business on the agenda for the Shareholders’ Meeting by going to the Company’s website at www.endesa.es and following the procedure established therein.


2. By postal mail:

For long-distance postal voting, shareholders must fill out and sign the “Long-Distance Postal Voting ” section of the card for attendance, proxies and long-distance voting issued on paper by the entity where they have deposited their shares.

Having filled out and signed by hand the card for attendance, proxies and long-distance voting in the “Long-Distance Postal Voting” section, shareholders can send the card:
 
14

 
·  
By postal mail to the following address: ENDESA, S.A. (EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
·  
Using the “prepaid” envelope, if any, accompanying the card.
·  
By a courier service equivalent to the postal service to the address indicated above.
·  
By handing in the filled-out and signed card to the entity participating in IBERCLEAR at which they have deposited their shares, ensuring that the entity forwards the card to ENDESA, in due time and form.

If the attendance card issued by the entity at which the shares are deposited does not have a “Long-Distance Postal Voting” section, shareholders wishing to cast their votes by postal mail must download a Long-distance Voting Card from the ENDESA website at www.endesa.es, print it on paper, and fill it out and sign it, together with the attendance card issued by the entity.

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

·  
By postal mail to the following address: ENDESA, S.A. (EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
·  
By a courier service equivalent to the postal service to the address indicated above.
·  
By handing over the filled-out and signed card to the entity participating in IBERCLEAR at which they have deposited their shares, although they must make sure that the entity forwards the card to ENDESA, in due time and form.

26.  
What is the deadline for receipt of long-distance votes?

Votes cast via long-distance means (whether electronically or by post) must be received by the Company 24 hours prior to the date and time when the meeting is scheduled at FIRST CALL.

Otherwise, the proxy will deemed not to have been granted and the vote not to have been cast, unless their later receipt prior to the holding of the Shareholders’ Meeting poses no material problems for the verification and calculations required in connection with preparing for and holding the Meeting.

Personal attendance at the Shareholders’ Meeting by shareholders who have cast their vote via long-distance means, whichever means was used to do so, will render the vote cast via long-distance means ineffective.

27.  
What is the consideration given to long-distance voting?

Shareholders with the right to attend and who cast their votes via long-distance means as provided will be deemed to be present for the purpose of convening the Shareholders’ Meeting.
 
15

 
28.  
How can I obtain an electronic certificate issued by the Spanish Public Certification Authority (CERES) which reports to the Spanish Mint, to exercise my rights using long-distance means?

There is detailed information about how to obtain a User’s Certificate on the website of the Spanish Mint (www.fnmt.es). However, the procedures may be summed up as follows:

From the homepage of the aforementioned website (www.fnmt.es) click on the link “CERES” to access the Spanish Public Certification Authority (CERES). .

Then click on the “Certificado de Usuario de la FNMT” , on “Obtención” and follow the instructions. The programme will ask you for your Tax Identification Number and will generate a password which you will have to present, along with your National Identity Card, to one of the public bodies listed.

You can then perform step three which is to upload the User Certificate onto your computer. Once you have completed this step and verified that the operation has been performed successfully, you may vote or grant proxies electronically.

c- DELIVERY OF THE CARD AT THE COMPANY HEADQUARTERS OR AT THE PREMISES DESIGNATED FOR THIS PURPOSE

Shareholders may deliver their signed card, in exercise of their right to vote or proxy, at Endesa's Registered Offices or at the premises designated for this purpose.

d- ATTENDANCE AT THE GENERAL SHAREHOLDERS’ MEETING

29.  
Who is entitled to attend the Extraordinary General Shareholders’ Meeting and what must they do to attend?

All shareholders who, individually or together with others, hold at least 50 shares may attend the Shareholders’ Meeting.

You must have the attendance card provided by your financial institution in order to attend the Meeting.

In accordance with the provisions of Article 27 of the Bylaws, shareholders who, individually or grouped together with others, hold at least 50 shares, may attend Shareholders’ Meetings provided that they have registered their shares in the appropriate book entry accounting record five days before the Meeting is held and they obtain the relevant attendance card.

As indicated, to attend the Shareholders’ Meeting shareholders will need the attendance card issued by the financial institution at which their shares are deposited, as from the date on which the Meeting is announced in the Official Mercantile Gazette (BORME) and the journal of call notices, and which the same financial institution shall send directly to shareholders.
 
16

 
The attendance card is the document which shareholders’ financial institutions send shareholders featuring their personal data, data relating to the securities account in which their shares are deposited and also the information pertaining to the Extraordinary General Shareholders’ Meeting: agenda, amount of the attendance premium, instructions for voting or granting proxies, etc.

30.  
Can I attend the Meeting if I do not have the minimum number of shares required?

Yes, but you must group together with other shareholders to attain the minimum number of 50 shares and for proxy purposes.

31.  
How can I intervene during the course of the General Shareholders’ Meeting?

In accordance with the Regulations of the General Shareholders’ Meeting, the Chairman will invite shareholders who wish to participate in the meeting to have their request duly noted in the presence of the Notary, indicating their personal data and the number of shares which they hold or represent. The Chairman will invite shareholders who have so requested to take the floor.

During the time allotted for speaking on the floor, shareholders may request such reports or clarifications as they deem necessary regarding the items on the agenda, or any other matter which they consider appropriate.

Article 18 of the Regulation of the General Shareholders’ Meeting states that each shareholder shall initially have five minutes on the floor, although the Chairman of the Meeting may extend the time allotted.

Shareholders who wish to have the entirety of what they say on the floor noted in the Minutes must expressly make a request to this effect and deliver to the Notary, before taking the floor, the written transcript of their speech so that it can be verified and subsequently attached to the original Minutes.

32.  
What is the deadline for me to acquire shares and thereby become entitled to attend the General Shareholders’ Meeting?

To attend, grant a proxy or vote at a General Shareholders’ Meeting you may acquire shares up to five days prior to the date of the Meeting, requesting the due certification of your position as shareholder from the financial institution where you deposit your shares.

33.  
Can I attend the Meeting accompanied?

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

17

 
VI-    Voting and adoption of resolutions at the Shareholders’ Meeting

34.  
How many votes does a shareholder have at the Meeting?

Shareholders are granted one vote per share held or represented. Notwithstanding the above, no shareholder may, in relation to the shares held cast a number of votes higher than that corresponding to 10 per cent of the total voting capital stock existing at any given time even if the shares held exceed said percentage, in accordance with Article 32 of the Bylaws.

35.  
How can I exercise my right to vote if I attend the General Shareholders’ Meeting in person?

In the event that you attend the Meeting in person, you must take into account that, in accordance with the Regulations of the General Shareholders’ Meeting, all votes attending the meeting are considered to be favourable to the proposals listed on the agenda, unless the Notary is notified, in writing or in person, of your vote against the proposal, blank vote or abstention.

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

Notwithstanding the above, and having regard to the circumstances prevailing in each case, the Chairman of the Meeting may resolve that any other system for determining votes be used.

Furthermore, shares which appear on the list of attendees less those of holders or proxyholders who have absented themselves from the Meeting before the voting and have placed this circumstance on record in the presence of the Notary, will be deemed to be shares attending the Meeting.

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

36.  
How can I find out about the resolutions approved at the Meeting if I am unable to attend?

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

They may also visit the Shareholders’ Office in person or address a request thereto by post or e-mail to receive all information pertaining to the Extraordinary Meeting.

Calle Ribera del Loira Nº 60
28042 Madrid
Telephone No.: 900666900
e-mail: eoaccionista@endesa.es
 
18
 
 
VII-    The Public Tender Offer
37.  
 What does this Extraordinary Shareholders’ Meeting have to do with the takeover offer for ENDESA?

For the bid launched by E.ON to go ahead, i.e., so that you can sell your shares as part of this offer, among other things an Extraordinary Shareholders’ Meeting must be convened and the proposals presented must be approved, unless E.ON voluntarily waives this condition.

38.  
 Shall I sell my shares or not? What would you recommend? What has the Board of Directors recommended to shareholders? At what price should I sell my shares?

The only one who can make that decision is you. All we can do is to inform you that according to the law, Endesa’s Board of Directors made a public report explaining its opinion. Almost literally, the fundamental aspects, of this opinion are:

In its report on the takeover bid, Endesa’s Board of Directors, values the terms of the offer favourably.

The members of the Board of Directors, who attended the meeting on 6 February 2007, and who hold, directly or indirectly, shares in Endesa, have not yet made a decision as to whether or not to accept the offer in respect of the shares which they hold, and they expect to be in a position to make such a decision after the Extraordinary General Shareholders’ Meeting which will rule on the modifications to the Bylaws to which the Offerer has bound the offer; they undertake to publicise their decision as soon as they make it and always within the acceptance period of the takeover offer.

The price set by E.ON is Euro 38.75 per share in cash. The Board of Directors of Endesa values the terms of the offer favourably (see question 3).

 
39.  
 What do I have to do to sell my shares to E.ON? Can I sell them before the Shareholders’ Meeting?
 
To sell your shares in Endesa to E.ON and receive Euro38.75* in cash per share, you must instruct the financial institution at which your shares are deposited to sell in the public tender offer by E.ON, duly completing the sale form or issuing the sell order by telephone, Internet or any other mechanism which you normally use with that depositary entity.
 
 
The period to tender your Endesa´s shares in E.ON’s offer is from 26 January to 29 March, 2007.
 
 
* This amount may be reduced by any dividend paid out by Endesa prior to publication of the outcome of the offer.
 
19
 
 
However, you can sell your shares in the market normally prior, during and, evaluating the possible increase in risk, after the acceptance period of the offer.
 
40.  
 What happens if I don’t want to sell my shares?

You are not under any obligation to sell your shares. You can continue to be a shareholder in Endesa. You should, however, be aware that if the bid is successful, there will be a change in the company’s shareholder structure which could mean a change in both its strategy and its dividend policy. The company will remain listed (in this event is not sure if the shares will stay at the same price levels) although it is worth remembering that if the majority of shareholders sell their shares in the bid, ENDESA could be delisted in a relatively short period of time. However, before this happened you would be given fresh opportunities to sell your shares.

41.  
 Important dates and deadlines for selling my shares.

-  
26 January to 29 March: This is the acceptance period for the offer.
-  
20 March: Extraordinary General Shareholders’ Meeting.

42.  
Could there be a third bid?

The CNMV has stated that no additional bids can be admitted until E.ON’s offer is completed or withdrawn.


43.  
 Could E.ON withdraw from the process and declare its bid INVALID?

E.ON may decide not to complete its bid if it fails to meet any of the requirements the bid is conditioned on:

- Acceptance threshold: 50.01% of the share capital
- Modification of Endesa’s Corporate Bylaws: Articles 32, 37, 38 and 42.

If both requirements are met, E.ON is required to complete its bid and pay for all tendered shares. However, if one or more of these requirements is not met, E.ON is free to decide whether to complete its bid,and accept the tendered shares for payment.


44.  
If the bid is successful, could the dividend I receive every year be affected?

If the bid is successful there will be a change in the shareholder structure. The Company’s new owners could decide to change the dividend policy.

20

Where can I get more information?

¨  
If you are calling from Spain: Endesa’s freephone number 900 666 900 (national call).
¨  
If you are calling from elsewhere in Europe: the freephone number of DF King (proxy agent):  + (800) 5464-5464; and if you are calling from the United States: +1 (800) 549-6746
¨  
On Endesa’s website
¨  
On the Spanish Securities Market Commission website
¨  
On the Securities and Exchange Commission’s website www.sec.gov
¨  
On the freephone number provided by E.ON: 00800 7710 9971 or its website


NOTE: The answers provided here are intended as guidance, without prejudice to the strict application of legislation in force.












Investors are urged to read the Prospectus, Report, Notice of Endesa’s EGM and other material relating thereto, all as filed with the Comisión Nacional del Mercado de Valores (the "CNMV") as well as Endesa’s Solicitation/Recommendation Statement on Schedule 14D-9 as amended from time to time and filed by Endesa with the U.S. Securities and Exchange Commission (the “SEC”).
Such documents, further amendments thereto and other public filings made from time to time by Endesa with the CNMV or the SEC contain important information and are available without charge from the Endesa’s website at www.endesa.es, from the the CNMV’s website at www.cnmv.es and from the SEC’s website at www.sec.gov and at Endesa’s principal executive offices in Madrid, Spain."

Se ruega a los inversores que lean el Folleto explicativo de la Oferta Pública de Acciones de E.On, el Informe elaborado al respecto por el Consejo de Administración de Endesa y la información sobre la Junta Extraordinaria de Accionistas que han sido registrados en la Comisión Nacional del Mercado de Valores (CNMV), así como el Solicitation/Recommendation Statement del Formulario 14D-9 que es corregido periódicamente y registrado por Endesa en la U.S. Securities and Exchange Commission (SEC). Estos documentos, otras correcciones relacionadas y otros registros públicos realizados periódicamente por Endesa en la CNMV o en la SEC contienen información importante y están disponibles de manera gratuita en el website de Endesa (www.endesa.es), en el de la CNMV (www.cnmv.es), en el de la SEC (www.sec.gov) y en las oficinas de la sede social de Endesa en Madrid (España).
 
21
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
ENDESA, S.A.
   
Dated: February 26, 2007 By: /s/ Álvaro Pérez de Lema
  Name: Álvaro Pérez de Lema
  Title: Manager of North America Investor Relations