ORGANIZATIONAL PROCEDURE REGARDING ASSIGNMENTS TO AUDITING COMPANIES WITHIN ENEL GREEN POWER GROUP

Document approved by the Board of Directors of Enel Green Power S.p.A. on December 19, 2012

ART. 1 Scope of the document Subject matter Definitions

1.1 This organizational procedure defines the general principles and operating methods for the conferral of assignments to auditing companies by companies of the Enel Green Power Group (both Italian and foreign). This organizational procedure replaces existing company provisions on this matter. 1.2 For the purposes of this procedure the following terms shall have the following meaning: a. Enel Green Power Group: Enel Green Power SpA and the companies directly and/or indirectly controlled by it pursuant to article 93 of Legislative Decree No. 58 of February 24, 1998 (TUF); b. Auditor's network: Italian or international structure to which the auditor belongs whether principal or secondary that operates under the same name, or through which professional resources are shared and, in any case, the companies that (i) control the auditor, (ii) are controlled by it, (iii) are connected to it or (iv) are subject to common control with it. The entities belonging to this structure are identified on the basis of the criteria set forth in article 1, paragraph 1, letter l), of Legislative Decree No. 39, dated January 27, 2010, and/or by article 149-bis of Consobs Resolution No. 11971, dated May 14, 1999 (and subsequent modifications and additions); c. Oversight Body: internal control body, having a collegiate nature, provided by the Organizational and Management Model adopted by Enel Green Power SpA pursuant to Legislative Decree No. 231, dated June 8, 2001, entrusted with overseeing the conferral of assignments to auditing companies; d. principal auditor: the company appointed to audit the stand-alone annual financial statements of Enel Green Power SpA and the consolidated annual financial statements of the Enel Green Power Group; e. secondary auditor: the company if different from the principal

auditor and the entities belonging to its network appointed to audit the stand-alone annual financial statements (and, where drafted, the consolidated annual financial statements) of Italian or foreign companies directly and/or indirectly controlled by Enel Green Power SpA; f. Auditing Consolidated Act: Legislative Decree 27 January, 2010, No. 39.

ART. 2 Conferring audit assignments 2.1 The auditor appointed by Enel Green Power SpA to conduct the audit activities required pursuant to article 14, paragraph 1, of the Auditing Consolidated Act (1) is qualified as principal auditor of the Enel Green Power Group and, consequently, is the entity (together with the relative network) to which the companies of the Enel Green Power Group (whether Italian or foreign) must refer when conferring the respective audit assignments, particularly if such companies may not avail themselves of the exemption criteria set forth in article 151 of Consobs Resolution No. 11971, dated May 14, 1999 (and subsequent modifications and additions). 2.2 The conferral by Enel Green Power Group companies of audit assignments to auditors is an exceptional circumstance dictated by conditions of proven necessity (2). In the case of an acquisition, during the fiscal year, of the control of a company whose audit assignment has already been given to subjects other than the Enel Green Power Group principal auditor (and the entities belonging to the relative network), as soon as possible such secondary auditor shall be substitued with the principal auditor of Enel Green Power Group (or the entities belonging to the relative network), in compliance with the regulatory framework of reference as well as the agreements entered into with third parties which
( )These activities consist in: a) issuing, by way of a specific declaration, an opinion on the stand-alone financial statements of Enel Green Power SpA and the consolidated financial statements of Enel Green Power Group; and b) checking that accounting records are regularly kept during the course of the fiscal year and that management facts are correctly recorded in the accounting records. 2 ( ) By way of example, the conditions of proven necessity may be due to the current regulatory framework of reference in individual foreign countries.
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share the control of such companies. The Enel Green Power SpA Administration, Finance and Control Function is responsible for monitoring the audit assignments that Enel Green Power Group companies intend to confer and that have been effectively conferred to secondary auditors (3). With the support of Enel Green Power Legal and Corporate Affairs Function, Internal Audit Function shall verify the compatibility of the conferral of such assignments with applicable regulations in force in the countries in which the Enel Green Power Group companies that have conferred, or that intend to confer, audit assignments to secondary auditors have registered offices, as well as the existence of the conditions of proven necessity that justify assigning the audit to secondary auditors.

ART. 3 Assignments other than audits that may not be conferred to the principal auditor 3.1 The principal auditor, the entities belonging to the relative network, the partners, directors, members of control bodies and employees of the auditor, may not provide any of the following services to Enel Green Power Group companies (Italian or foreign): a) keeping accounting records and other services regarding accounting entries or other financial statements reports; b) c) d) e) f) the design and implementation of accounting information systems; valuation and appraisal services and the issuing of fairness opinions; actuarial services; external management of internal control services; consulting and services regarding corporate organization aimed at selecting, training and managing personnel; g) brokering securities, consulting for investments or investment banking services; h) i)
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legal defence services; other services and activities, including legal advice and other

( ) Enel Green Power SpA Administration, Finance and Control Function shall give the Procurement, Audit and Legal and Corporate Affairs Functions the list of Enel Green Power Group's secondary auditors and relative updates.

consulting services, not connected to audit, identified by Consob with its own regulation.

ART. 4 Assignments other than audits that may be conferred to the principal auditor 4.1 The conferral by (Italian or foreign) companies of the Enel Green Power Group of additional assignments - of services other than those listed in article 3.1 - to the principal auditor or to entities belonging to the relative network shall be considered an exceptional circumstance, which may occur only in certain conditions of proven necessity (from a legal, economic or quality of service point of view). Such conferral is subject to a specific authorization process, except as otherwise provided for by articles 4.2. The requesting unit shall prepare an information note that explains the conditions of proven necessity that justify the conferral of the additional assignment to the principal auditor or to an entity belonging to the relative network (using the format under Attachment 1) and shall receive a declaration from the auditor that states that the assignment is not included in the prohibited services identified under article 17, paragraph 3, of the Auditing Consolidated Act and listed in article 3.1 above. The requesting unit shall send the information note, accompanied by the auditor's declaration, to the Enel Green Power SpA Administration, Finance and Control Function, which afterwards transmits it to the Oversight Body in order to allow the latter to make a preliminary assessment. The Oversight Body, if necessary, asks to the requesting unit the appropriate integrations, informing of the said request the Enel Green Power SpA Administration, Finance and Control Function. Subsequently, the Oversight Body shall send the above-mentioned documentation to the Board of Statutory Auditors of Enel Green Power SpA, that evaluates each additional assignment and issues its opinion in favour of such assignment, when prerequisites are met, and informs the Oversight Body on the results of its evaluation.

The Oversight Body shall send to the requesting unit and the Administration, Finance and Control Function the request that has received the favorable opinion of the Board of Statutory Auditors of Enel Green Power SpA. The requesting unit shall forward to the Procurement Function of Enel Green Power SpA the request for the purchasing process activation. In order to guarantee the smooth operation of the process of conferral of additional assignments, the Procurement Function of Enel Green Power SpA shall receive from the principal auditor a list of the entities belonging to the relative network at the time of the conferral and, subsequently, on an annual basis. 4.2 The authorization process described under article 4.1 is not required for the conferral to the principal auditor, or to other networks entities related to the latter, by Italian or foreign companies of Enel Green Power Group, of additional assignments, where such assignments do not regard services listed in article 3.1 above and where the prerequisites indicated in the following paragraphs 1) and 2) and, alternately, 3a or 3b) are met: 1) additional assignments having nature of audit assignments (i.e., ancillary to audit assignments) as well as audit-related assignments (i.e., attestation services), carried out in accordance with the technical procedures referred to in the documentation issued by the International Federation of Accountants or the Italian association Assirevi, or other international equivalent body; 2) additional assignments whose consideration is determined in accordance to the criteria indicated in the framework agreement entered into with the principal auditor in order to carry out activities having the same nature; 3a) additional assignments which have to be conferred to the principal auditor (or other networks entities related to the latter) pursuant to (i) applicable laws and regulations, and/or (ii) contractual obligations towards third parties undertaken by Italian or foreign companies of Enel Green Power Group, and/or (iii) standard practices of financial markets;

3b) additional assignments whose conferral to the principal auditor (or other networks entities related to the latter) may be convenient in terms of time savings and/or cost savings and/or quality of the service provided, and whose consideration calculated on an annual basis, and taking into account assignments having an homogeneous nature, is not greater than 50,000 euros. The requesting unit shall inform promptly Administration, Finance and Control Function of Enel Green Power SpA about the intention of conferring any of the additional assignments provided under article 4.2, through an information note (using the format under Attachment 1), accompanied by a declaration of the principal auditor attesting that such assignment is not included in the prohibited services identified under article 17, paragraph 3, of the Auditing Consolidated Act (as mentioned in the previous article 3.1). Before the conferral of the assignment, the Administration, Finance and Control Function of Enel Green Power SpA transmits the information note, accompanied by the declaration of the principal auditor, to the Oversight Body. The Oversight Body, on the basis of the information note content, verifies the existence of prerequisites above indicated under points 1), 2) and 3a) or 3b) and promptly informs the requesting unit and Administration, Finance and Control Function of Enel Green Power SpA of the result of the assessment; in case of a positive evaluation, the requesting unit shall inform the Procurement Function of Enel Green Power SpA for the purchasing process activation; in case of a negative evaluation, due to the lack of any of the prerequisites mentioned at paragraphs 1), 2) and 3a) or 3b), and provided that the additional assignment does not coincide with any of the services identified in article 3.1, the ordinary authorization process described under article 4.1 shall apply. Information regarding the conferral of additional assignments provided by article 4.2 shall be periodically disclosed by the Oversight Body to the Board of Statutory Auditors of Enel Green Power SpA.

ART. 5 Assignments other than audits that may be conferred to secondary auditors 5.1 Italian or foreign companies of the Enel Green Power Group may not assign to the secondary auditor (or other networks entities related to the latter) to which an audit assignment has already been conferred - any additional assignment regarding the services listed in article 3.1. Without prejudice to such prohibition, the following services may be assigned by any other company of Enel Green Power Group to secondary auditors of a foreign company of the Group (or other networks entities related to the latter): (i) (ii) services listed article 3.1; as well as additional assignments of services other than those listed in article 3.1. The conferral of such services and additional assignments is subject to the general authorization process and may be executed only if permitted by (i) the laws and regulations applicable to the secondary auditors (or other networks entities related to the latter) to which the services/assignments are being conferred, as well as (ii) the international standards set forth in the Code of Ethics for Professional Accountants issued by IFAC; for such purposes, the requesting unit shall receive a declaration from the secondary auditors to which the services/assignments are being conferred regarding the compatibility of such services/assignments with the applicable laws and regulations and international standards mentioned in the previous points (i) and (ii). The requesting unit shall send this declaration to the Procurement Function of Enel Green Power. Information regarding the conferral of services/assignments shall be periodically disclosed to the Oversight Body and to the Board of Statutory Auditors of Enel Green Power SpA by the Procurement Function of Enel Green Power SpA. For such purposes, the Procurement Function of Enel Green Power SpA shall request to (Italian and foreign) companies a list of the services/assignments conferred; the (Italian and foreign) companies shall organize information flows suitable to respond to the requests in a timely manner.

Attachment 1
INFORMATION NOTE REGARDING ADDITIONAL ASSIGNMENTS TO THE PRINCIPAL AUDITOR AND/OR RELATIVE NETWORK REQUESTING UNIT USER GROUP COMPANY CONTACT PERSON Subject: (description of the additional assignment conferred. Please specify the nature of such assignment (i.e. audit/audit-related/tax/non audit) ..... ............................................................................................................................ ................................................................................................................................. ................................................................................................................................. Estimated economic commitment for the entire duration of the assignment: Euro . Elements supporting the fairness evaluation of the economic commitment: .......................................................................................................................................... .......................................................................................................................................... .......................................................................................................................................... .......................................................................................................................................... ............................................................................................................................................. Starting date and expected duration of assignment:. Proposed supplier: ... Network it belongs to: . Description of the conditions of proven necessity of the assignment: FIRST-LEVEL MANAGER* (Requesting structure's approval to proceed) Place and date
*Manager

Signature..

ranking hierarchically higher than the Requesting Unit (Head of Function/ Business Area or CEO/President with powers in the company involved). Note: This information note must be accompanied by a signed declaration from the auditor stating that the additional assignment is not one of the prohibited services set forth in article 17, paragraph 3, of Legislative Decree No. 39, dated January 27, 2010.