Corporate Governance

The Stockholders' Meeting held on February 25, 2006, adopted the following resolution:

I. To revoke and make void, as to the unused portion, the authorization for the derivative acquisition of treasury stock granted by the Annual General Shareholder's Meeting held on May 27, 2005.

II. To once again authorize for the derivative acquisition of treasury stock, as well as the pre-emptive rights of first refusal in respect thereto, in accordance with Article 75 of the Spanish Corporations Law ("Ley de Sociedades Anónimas), under the following conditions:

a) Acquisitions may be made through any means legally accepted, either directly by ENDESA, S.A. itself, by the Companies of its Group, or by an intermediary person, up to the maximum figure permitted by Law.
b) Acquisitions shall be made at a minimum price per share of the par value and a maximum equal to their trading value plus an additional 5%.
c) The duration of this authorization shall be 18 months.

III. Such acquisitions may only be made once the result of the public takeover bid by Gas Natural, SDG, S.A. for Endesa's shares is published, or, as the case may be, when the takeover bid is rendered ineffective for any cause (or any other competing bid that may be tendered), all in conformity with the aplicable securities laws and regulations.

Pursuant to this authority and those granted by the Stockholders' Meetings held on June 19, 2003, April 2, 2004 and May 25, 2005, and to facilitate at specific times the liquidity of the market price, the Company performed various transactions with treasury stock, giving rise to the balances and amounts set forth in the following table: