Corporate Governance

On April 19, 2005, the Board of Directors of this Company resolved to convene the Annual General Shareholders' Meeting, to be held in Madrid, in Pavilion no. 1 of the Juan Carlos I Convention Center (IFEMA), on May 26, 2005, at 11:00 a.m. in first call. In the event that the General Meeting cannot be held in first call because the necessary quorum is not achieved, the General Meeting will be held in the same place and at the same time on May 27, 2005, in second call. (It is foreseeable that the General Meeting will indeed be held in second call), in accordance with the following

AGENDA

One.	Examination and approval, as the case may be, of the annual accounts (balance sheet, income statement and annual report) and of the management report of the Company and its consolidated group, for the fiscal year ending December 31, 2004, as well as of the corporate management during said fiscal year.
Two.	Application of fiscal year earnings and dividend distribution.
Three.	Appointment of Auditors for the Company and its Consolidated Group.
Four.	Authorization for the Company and its subsidiaries to be able to acquire treasury stock in accordance with the provisions of article 75 and additional provision one of the Spanish Corporations Law ("Ley de Sociedades Anónimas").
Five.	Delegation to the Board of Directors of the authority to resolve a share capital increase, up to the maximum provided by law, with the possibility of excluding the pre-emptive right of first refusal.
Six.	Delegation to the Board of Directors for a period of five years of the authority to issue simple, non-convertible bonds, preference shares, promissory notes and other fixed income securities of an analogous nature and to guarantee those issued by subsidiary companies, as well as to resolve the application for admission to trading of the securities issued on secondary markets.
Seven.	Re-election of Directors.
Eight.	Appointment of Directors.
Nine.	Authorization to the Board of Directors for the execution, implementation and correction, as the case may be, 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 processing the said resolutions as a public instrument.

PARTICIPATION OF NOTARY PUBLIC AT GENERAL MEETING

The minutes of the Annual General Shareholders' Meeting shall be drawn up by a Notary Public who is a member of the Madrid College of Notaries Public, as so requested for this purpose by the Directors, in accordance with the provisions of article 114 of the Spanish Corporations Law, as amended, in relation to article 101 of the Mercantile Registry Regulations, article 34 of the Corporate Bylaws and article 21 of the General Meeting Regulations.

ATTENDANCE PREMIUM

Shareholders participating in the General Meeting, whether directly, by proxy, or by long-distance voting, shall be entitled to receive an ATTENDANCE PREMIUM of €0.02 gross per share, to be paid through the entities participating in the clearinghouse Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (IBERCLEAR).

RIGHT TO ATTEND

The following may attend the General Meeting: shareholders who, individually or pooled with others, are the owners of at least 50 shares, provided that they have them registered in the pertinent book-entry ledger five days in advance of the holding of the General Meeting, and are in possession of the pertinent attendance card. The shares of Endesa, S.A. are represented through the book-entry system, pursuant to which, attendance, voting and proxy cards shall be issued and provided by the financial institutions participating in IBERCLEAR at which the shareholders have their shares deposited. The foregoing is without prejudice to the certificates of standing issued in accordance with the entries of the accounting ledger of the pertinent responsible or member institution.

PUBLIC REQUEST CONCERNING PROXY

Every shareholders entitled to attend may have himself or herself represented at the General Meeting by means of another person. In the event that the person to whom the proxy is delegated is not named, said proxy shall be deemed to be granted to the Secretary of the General Meeting.

If the proxyholder so appointed is subject to a conflict of interest in voting on any of the proposals which, on or off the Agenda, shall be submitted to the General Meeting, the proxy shall be deemed to be delegated to the Secretary of the General Meeting.

Unless otherwise directed by the shareholder grantor, the proxy extends to those matters which, even if not appearing on the meeting Agenda, may be submitted to voting at the General Meeting: In this case, the proxyholder shall cast a vote in the direction he or she deems most favorable to the interests of the grantor shareholder.

Proxies to which the general scheme on public request concerning proxy is applicable shall contain voting instructions, it being understood that, if such instructions are not given, the proxyholder shall vote in favor of the proposed resolutions presented by the Board of Directors.

RIGHT TO INFORMATION

In accordance with the provisions of articles 144, 152 and 212 of the Spanish Corporations Law, as amended, the shareholders may examine at the registered offices and obtain from the Company, immediately and free of charge, the following texts and documentation:
1. Annual Report. Business Report. (Fiscal Year 2004).
2. Annual Report. Legal Documentation. (Fiscal Year 2004).
Annual Accounts (Balance sheet, income statement and report on annual accounts), management report, of Endesa, S.A. and Subsidiary Companies and auditors' report prepared by Deloitte, S.L. (Fiscal Year 2004)
Annual Accounts (Balance sheet, income statement and report on annual accounts), management report, of Endesa, S.A. and auditors' report prepared by Deloitte, S.L. (Fiscal Year 2004).
3. Report on Corporate Governance. (Fiscal Year 2004).
4. Report on Sustainability. (Fiscal Year 2004).
5. Report presented by the Directors of ENDESA, S.A. to the General Shareholders' Meeting Justifying the proposal for Delegation to the Board of Directors of the authority to resolve a share capital increase, up to the maximum legally provided, with the possibility of excluding the pre-emptive right of first refusal included in item FIVE of the Agenda for the General Shareholders' Meeting called for May 26 (in first call) and May 27 (in second call), 2005.
6. Report presented by the Directors of ENDESA, S.A. to the General Shareholders' Meeting justifying the proposed Delegation to the Board of Directors for a period of five years of the authority to issue simple, non-convertible bonds, preference shares, promissory notes and other fixed income securities of an analogous nature and to guarantee those issued by subsidiary companies, as well as to resolve the application for admission of the securities issued to trading on secondary markets, included in item SIX of the Agenda for the General Shareholders' Meeting convened for May 26 (in first call) and May 27 (in second call), 2005.
7. Resolutions proposed by the Board of Directors to the General Shareholders' Meeting in relation to the various agenda items thereof.

All texts and documentation relating to the General Meeting may be consulted and obtained on the company's Webpage www.endesa.es. Likewise, the shareholders are informed that the General Meeting may be followed on the above-mentioned webpage.

DELIVERY OF DOCUMENTATION

For shareholders' greater convenience and in order to avoid crowds at the entrance to the premises at which the General Meeting will be held, the delivery of the documentation referred to above and of the attendance gift shall take place, subject to presentation of the attendance card, at the registered offices of the Company, located at c/Ribera del Loira, no. 60, Monday through Friday from 9:00 a.m. through 2:00 p.m. and from 4:00 p.m. through 6:00 p.m.

RULES ON LONG-DISTANCE VOTING AND GRANTING OF PROXY

The Board of Directors of Endesa, S.A. ("Endesa" or the "Company") has decided, in accordance with the provisions of article 30 bis of the Corporate Bylaws and article 20 bis of the General Meeting Regulations, that at the upcoming Annual General Shareholders' Meeting, scheduled to be held in Madrid, at Pavilion no. 1, Juan Carlos I Convention Center, at 11:00 a.m. on May 26, 2005 in first call, or in the same place and at the same time on May 27, 2005, in second call, the following rules on the subject of long-distance voting and granting of proxy shall apply as from the date of publication of the pertinent meeting notice:

1. VOTING THROUGH LONG-DISTANCE COMMUNICATION

Endesa shareholders entitled to attend and vote may cast their vote in relation to the agenda items of the General Meeting through long-distance communication and prior to the General Meeting being held, in the terms contemplated by the Spanish Corporations Law, article 30 bis of the Corporate Bylaws, and articles 10 and 20 bis of the General Meeting Regulations.

1.1 Means for casting long-distance vote

The long-distance means of communication valid for casting a long-distance vote are as follows:

(i) Electronic means:

In order to cast a long-distance vote by electronic communication with the Company,
Endesa shareholders must do so through the Company's webpage www.endesa.es, accessing the space dedicated to the 2005 General Shareholders' Meeting, under the section of long-distance voting and granting of proxy. In accordance with the provisions of the Bylaws and the General Meting Regulations, the mechanism for casting a vote by electronic means must afford due guarantees of authenticity and identification of the shareholder exercising the said voting right. The guarantees which, in accordance with the provisions of article 20 bis of the General Meeting Regulations, the Board of Directors deems adequate in order to ensure the authenticity and identification of the shareholder exercising his or her voting right are the recognized electronic signature and the advanced electronic signature, in the terms provided by Law 59/2003, of December 19, on electronic signature, provided that they are based on a recognized electronic certificate in relation to which there is no record of revocation and which has been issued by the Spanish Certification Public Authority (CERES) dependent upon the Spanish National Mint. Any shareholder in possession of an electronic signature that meets the requisites indicated above and is identified through such signature may cast his or her vote in relation to the agenda items of the General Meeting, through the Company's webpage www.endesa.es, by following the procedure established therein.

(ii) Postal mail:

In order to cast a long-distance vote by postal mail, shareholders must complete and sign the section "Long-Distance Voting by Post" of the attendance, proxy and long-distance voting card issued as a hardcopy by the entity participating in IBERCLEAR at which they have their shares deposited. Once the attendance, proxy and long-distance voting card has been completed and signed with a handwritten signature in the section assigned to "Long-Distance Voting by Post"), the shareholder may send it:

1. By postal mail to the address: ENDESA, S.A. (JUNTA GENERAL DE ACCIONISTAS MAYO 2005 – MAY 2005 GENERAL SHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
2. By means of the postage-paid, business reply envelope included, as the case may be, with the card.
3. By messenger service equivalent to postal mail to the address indicated above.
4. By delivery of the completed and signed card to the entity participating in IBERCLEAR at which his or her shares are deposited, having to assure himself or herself that this entity will forward the card to Endesa in time and form.

In the event that the attendance card issued by the entity participating in IBERCLEAR does not include the section dedicated to "Long-Distance Voting by Post", a shareholder who wishes to vote long-distance by post must download from Endesa's webpage www.endesa.es and print out a hardcopy of the Long-Distance Voting Card, complete and sign it together with the attendance card Issued by the participating entity in IBERCLEAR. Once both cards have been completed and signed with a handwritten signature, the shareholder shall send them:

1. By postal mail to the address: ENDESA, S.A. (JUNTA GENERAL DE ACCIONISTAS MAYO 2005 – MAY 2005 GENERAL SHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
2. By messenger service equivalent to postal mail to the address indicated above.
3. By delivery of the completed and signed card to the entity participating in IBERCLEAR at which his or her shares are deposited, having to assure himself or herself that this entity will forward the card to Endesa in time and form.

2. DELEGATION OF PROXY BY MEANS OF LONG-DISTANCE COMMUNICATION

Endesa shareholders may delegate their proxy through long-distance communication prior to the General Meeting being held, in the terms contemplated by the Spanish Corporations Law, article 30 bis of the Corporate Bylaws and article 20 bis of the General Meeting Regulations.

2.1 Means for delegating proxy

The long-distance means of communication valid for delegation of proxy are as follows:

(i) Electronic means:

In order to delegate a proxy by electronic communication with the Company, Endesa shareholders must do so through the Company's webpage www.endesa.es, accessing the space dedicated to the 2005 General Shareholders' Meeting, under the section of long-distance voting and granting of proxy. In accordance with the provisions of the Bylaws and the General Meeting Regulations, the mechanism for casting a vote by electronic means must afford due guarantees of authenticity and identification of the shareholder exercising the said voting right. The guarantees which, in accordance with the provisions of article 20 bis of the General Meeting Regulations, the Board of Directors deems adequate in order to ensure the authenticity and identification of the shareholder exercising his or her voting right are the recognized electronic signature and the advanced electronic signature, in the terms provided by Law 59/2003, of December 19, on electronic signature, provided that they are based on a recognized electronic certificate in relation to which there is no record of revocation and which has been issued by the Spanish Certification Public Authority (CERES) dependent upon the Spanish National Mint. Any shareholder in possession of an electronic signature that meets the requisites indicated above and is identified through such signature may delegate his or her proxy in relation through the Company's webpage www.endesa.es, by following the procedure established therein. A shareholder who delegates his or her proxy electronically is required to notify the proxyholder so appointed of the proxy so delegated. When the proxy is delegated to a Director and/or to the Secretary of the Board of Directors of Endesa this notice shall be deemed to be given by means of the receipt of such electronic proxy by Endesa. On the day and in the place where the General Meeting is to be held, the appointed proxyholders shall identify themselves through their National Identity Card or Passport in order that the Company may check the proxy granted, accompanied, as the case may be, by a copy of the said electronic proxy. The proxyholder may only cast the vote of the grantor by attending the General Meeting in person.

(ii) Postal mail:

In order to delegate a proxy by postal mail, shareholders must complete and sign the proxy section of the attendance card issued as a hardcopy by the entity participating in IBERCLEAR. The person to whom voting is delegated may only vote by attending the General Meeting in person.

The duly completed and signed card shall be sent by the shareholder:

1. By postal mail to the address: ENDESA, S.A. (JUNTA GENERAL DE ACCIONISTAS MAYO 2005 – MAY 2005 GENERAL SHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.
2. By means of the postage-paid, business reply envelope included, as the case may be, with the card.
3. By messenger service equivalent to postal mail to the address indicated above.
4. By delivery of the completed and signed card to the entity participating in IBERCLEAR at which his or her shares are deposited, having to assure himself or herself that this entity will forward the card to Endesa in time and form.

On the day and in the place where the General Meeting is to be held, the appointed proxyholders shall identify themselves through their National Identity Card or Passport in order that the Company may check the proxy granted, accompanied, as the case may be, by a copy of the said proxy.

3. BASIC RULES FOR LONG-DISTANCE VOTING AND DELEGATION OF PROXY

3.1 Deadline for receipt by the Company of long-distance proxies and votes.

In order to be valid and in accordance with the provisions of the General Shareholders' Meeting Regulations, both long-distance proxies as well as votes (whether electronic or postal) shall be received by the Company 24 hours prior to the day and time scheduled for the General Meeting to be held in first call. If not, the proxy shall be deemed not to have been granted and the vote not cast, unless the subsequent receipt, albeit prior to the holding of the General Meeting does not pose any material problems for the proper verification and computation with a view towards the preparation and holding thereof.

3.2 Rules of preference between proxy, long-distance vote and presence at General Meeting

3.2.1 Priorities between proxy, long-distance vote and physical attendance

(i) Personal attendance at a General Meeting by a shareholder who had previously delegated or voted long distance, no matter the means used to cast the vote, shall render the said proxy or vote null and void.
(ii) Furthermore, a vote, no matter the means used to cast it, shall render ineffective any electronic proxy or proxy by printed card, even if previous, which shall deemed to be revoked, or subsequent, which shall be deemed not to have taken place.

3.2.2 Priorities between proxies

In the event that a shareholder validly makes several proxy delegations, the last one received by the Company shall prevail.

3.2.3 Priorities between long-distance votes

A shareholder may validly vote long distance only once in relation to each position of securities. In the event that a shareholder makes several long-distance votes with respect to the same shares, whether electronically or by postal mail, the vote first received by the Company shall prevail, and any votes received on a subsequent date shall be invalid. A revocation or modification of that long-distance vote shall require the personal attendance of the shareholder at the General Meeting.

3.3 Other Provisions

In the event that electronic means are employed, only one electronic action per each type of operation (one vote and one proxy) may be utilized.
Both a long-distance proxy as well as a vote shall remain null and void as a consequence of the disposal of the shares which entitle attendance of which the Company becomes aware.
The shareholder is exclusively responsible for the custody of his electronic signature in order to vote or delegate a proxy electronically.

3.4 Special Rules

Shareholders that are legal entities and those not resident in Spain must consult with the Shareholder Relations Line 900 666 900 in order to examine the possibility, as the case may be, of adapting, with proper guarantees, the long-distance voting and proxy mechanisms to their peculiarities.
Furthermore, in the event that the shareholder is a legal entity, the latter must notify the Company of any change or revocation in the powers held by its representative and, therefore, Endesa declines any liability until such notification takes place.

4. TECHNICAL INCIDENTS

Endesa reserves the right to modify, suspend, cancel or restrict the electronic voting and proxy mechanisms when so required for technical or security reasons.
Endesa shall not be liable for any damages which may be caused to a shareholder arising out of breakdowns, overloads, dropped lines, failed connections, malfunctioning of postal service or any other eventuality of a like or similar nature, removed from the will of Endesa, which prevent the use of the long-distance voting and proxy mechanisms.

GENERAL INFORMATION

The personal data submitted by shareholders for the exercise or delegation of their rights to attend and vote at the General Meeting shall be processed by the Company for the sole purposes of allowing the exercise of these rights. When legally applicable, rights to access, rectification, cancellation and opposition may be exercised.
For any clarification concerning the delivery of documentation and any other aspect referring to this meeting notice, shareholders are directed to the Information Office located at the registered offices, calle Ribera del Loira, no. 60, Madrid, either in person or by telephoning 900 666 900 from 9:00 a.m. through 2:00 p.m. and from 4:00 p.m. through 6:00 p.m., Monday through Friday.

FORECASTED DATE OF GENERAL MEETING

ENDESA HEREBY INFORMS ITS SHAREHOLDERS THAT, IN ACCORDANCE WITH PREVIOUS YEARS' EXPERIENCE, IT IS FORESEEABLE THAT THE GENERAL MEETING WILL BE HELD IN SECOND CALL, THAT IS, ON MAY 27, 2005, IN THE PLACE AND AT THE TIME INDICATED ABOVE.

Madrid, April 19, 2005
The Secretary of the Board of Directors.
Salvador Montejo Velilla