Endesa Sa (Other) (6-K)
26 September 2007 - 5:31AM
Edgar (US Regulatory)
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 September, 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:
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):
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):
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:
If
“Yes”
is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g3-2(b):
N/A
EXTRAORDINARY
GENERAL SHAREHOLDERS’ MEETING
SEPTEMBER
25, 2007 (FIRST CALL)
RESOLUTIONS
APPROVED BY THE BOARD OF DIRECTORS IN RELATION TO EACH ONE OF THE AGENDA
ITEMS
Madrid,
September 25, 2007
EXTRAORDINARY
GENERAL MEETING
SEPTEMBER
25, 2007 (FIRST CALL)
RESOLUTIONS
APPROVED BY THE BOARD OF DIRECTORS IN RELATION TO EACH AGENDA
ITEM
ONE. Amendment
of article 32 of the Corporate Bylaws (Limitation of voting
rights).
|
a)
|
To
amend the present article 32 (Limitation of voting rights) of the
Corporate Bylaws, by re-wording it in the following
terms:
|
Article
32: Voting rights
The
shareholders shall be entitled to one vote for each share they own or represent,
except for non-voting shares, which shall be governed by the provisions of
article 8 of these Bylaws.
|
b)
|
This
bylaw amendment shall be effective as from the time it is registered
with
the Mercantile Registry.
|
TWO. Amendment
of article 37 of the Corporate Bylaws (Number and types of
Directors).
|
a)
|
To
amend the present article 37 (Number and types of Directors) of
the
Corporate Bylaws, by re-wording it in the following
terms:
|
Article
37: Number of Directors
The
Board
of Directors shall be formed by nine members minimum and fifteen
maximum. The General Meeting shall be responsible for both the
appointment and the removal of the members of the Board of
Directors. The position of Director is eligible for resignation,
revocation and re-election.
|
b)
|
This
bylaw amendment shall be effective as from the time it is registered
with
the Mercantile Registry.
|
THREE. Amendment
of article 38 of the Corporate Bylaws (Term of office of
Director).
|
a)
|
To
amend the present article 38 (Term of Office) of the Corporate
Bylaws, by
re-wording it in the following
terms:
|
Article
38: Term of Office of Director
The
term
of office of Directors shall be four years. They may be re-elected
for periods of like duration. For the purpose of computing the term
of office of the mandate of Directors, the year shall be deemed to begin
and end
on the date on which the Annual General Meeting is held, or the last day
possible on which it should have been held. If during the term to
which the directors were appointed vacancies should take place, the Board
may
appoint, from among the shareholders, those persons to fill them until the
first
General Meeting meets.
|
b)
|
This
bylaw amendment shall be effective as from the time it is registered
with
the Mercantile Registry.
|
FOUR. Amendment
of article 42 of the Corporate Bylaws (Incompatibilities of
Directors).
|
a)
|
To
amend the present article 42 (Incompatibilities) of the Corporate
Bylaws,
by re-wording it in the following
terms:
|
Article
42: Incompatibilities of Directors
Those
persons subject to the prohibitions of article 124 of the Spanish Corporations
Law (
Ley de Sociedades Anónimas
) and other legal provisions may not be
appointed as directors.
|
b)
|
This
bylaw amendment shall be effective as from the time it is registered
with
the Mercantile Registry.
|
FIFTH.
Authorization to the Board of Directors for the execution and implementation
of
the resolutions adopted by the General Meeting, as well as to substitute
the
authorities it receives from the General meeting, and granting of authorities
for registration and processing of the said resolutions as a public instrument
and for correction thereof, as appropriate.
|
"1.
|
To
delegate to the Company’s Board of Directors the broadest authorities to
adopt such resolutions as may be necessary or appropriate for the
execution, implementation, effectiveness and successful conclusion
of the
General Meeting resolutions and, in particular, for the following
acts,
without limitation:
|
|
|
(i)
|
clarify,
specify and complete the resolutions of this General Meeting and
resolve
such doubts or aspects as are presented, remedying and completing
such
defects or omissions as may prevent or impair the effectiveness
or
registration of the pertinent
resolutions;
|
|
|
(ii)
|
execute
such public and/or private documents and carry out such acts, legal
businesses, contracts, declarations and transactions as may be
necessary
or appropriate for the execution and implementation of the resolutions
adopted at this General Meeting; and
|
|
|
(iii)
|
delegate,
in turn, to the Executive Committee or to one or more directors,
who may
act severally and indistinctly, the powers conferred in the preceding
paragraphs.
|
|
2.
|
To
empower the Chairman of the Board of Directors, Mr. Manuel Pizarro
Moreno,
the Chief Executive Officer (CEO) Mr. Rafael Miranda Robredo and
the
Secretary of the Board of Directors and Secretary General Mr. Salvador
Montejo Velilla, in order that, any of them, indistinctly,
may:
|
|
|
(i)
|
carry
out such acts, legal businesses, contracts and transactions as
may be
appropriate in order to register the preceding resolutions with
the
Mercantile Registry, including, in particular,
inter alia
, the
powers to appear before a Notary Public in order to execute the
public
deeds or notarial records which are necessary or appropriate for
such
purpose, to publish the pertinent legal notices and formalize any
other
public or private documents which may be necessary or appropriate
for the
registration of such resolutions, with the express power to remedy
them,
without altering their nature, scope or meaning;
and
|
|
|
(ii)
|
appear
before the competent administrative authorities, in particular, the
Ministries of Economy and Finance and Industry, Tourism and Commerce,
as
well as before other authorities, administrations and institutions,
especially the Spanish Securities Market Commission (“Comisión Nacional
del Mercado de Valores”), the Securities Exchange Governing Companies and
any other which may be competent in relation to any of the resolutions
adopted, in order to carry out the necessary formalities and actions
for
the most complete implementation and effectiveness
thereof.
|
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: September
25, 2007
|
By:
/s/ Álvaro Pérez de Lema
|
|
|
Name:
Álvaro Pérez de Lema
|
|
|
Title:
Manager of North America Investor
Relations
|
Endesa (NYSE:ELE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Endesa (NYSE:ELE)
Historical Stock Chart
From Jul 2023 to Jul 2024
