GENERAL SHAREHOLDERS MEETING May 27, 2005

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1 GENERAL SHAREHOLDERS MEETING May 27, 2005 RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS TO THE GENERAL SHAREHOLDERS MEETING, IN RELATION TO THE PROPOSAL INCLUDED IN ITEM 7 (RE-ELECTION OF DIRECTORS) AND ITEM 8 (APPOINTMENT OF NEW DIRECTORS) ON THE AGENDA FOR THE GENERAL SHAREHOLDERS MEETING. SEVENTH. Re-election of Directors. "To re-elect as a member of the Board of Directors: Mr. Miguel Blesa de la Parra. By virtue oft he provisions established in article 38 oft he Corporate Bylaws, Mr. Blesa de la Parra shall hold office for a term of four years. His status as a member of the Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type c). To re-elect as a member of the Board of Directors: Mr. Rafael Miranda Robredo. By virtue of the provisions established in article 38 of the Corporate Bylaws, Mr. Miranda Robredo shall hold office for a term of four years. His status as a member of the Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type a). To re-elect as a member of the Board of Directors: Mr. Manuel Pizarro Moreno. By virtue of the provisions established in article 38 of the Corporate Bylaws, Mr. Pizarro Moreno shall hold office for a term of four years. His status as a member ofthe Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type a). To re-elect as a member of the Board of Directors: Mr. Francisco Javier Ramos Gascón. By virtue of the provisions established in article 38 of the Corporate Bylaws, Mr. Ramos Gascón shall hold office for a term of four years. His status as a member of the Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type b )." EIGHTH. Appointment of Directors To appoint as a member of the Board of Directors: Mr. Juan Rosell Lastortras. By virtue of the provisions of article 38 of the Corporate Bylaws, Mr. Rosell Lastortras shall hold office for a term of four years. His status as a member of the Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type b)." "To appoint as a member of the Board of Directors: Mr. Alberto Recarte García-Andrade. By virtue of the provisions of article 38 of the Corporate Bylaws, Mr. Recarte García- Andrade shall hold office for a term of four years. His status as a member of the Board of Directors, as per the classification set out in article 37 of the Corporate Bylaws, is established as type b)." NOTICE: IT IS ENCLOSED A BRIEF CURRICULUM OF MR. MIGUEL BLESA DE LA PARRA, MR. RAFAEL MIRANDA ROBREDO, MR. MANUEL PIZARRO MORENO, MR FRANCISCO JAVIER RAMOS GASCÓN, MR. JUAN ROSELL LASTORTRAS AND MR. ALBERTO RECARTE GARCÍA-ANDRADE.

2 MR. MIGUEL BLESA DE LA PARRA 08/08/47. Linares (Jaén). Mr Blesa de la Parra, has been a Company Director since November 6, 2000, presently assigned to the status defined in article 37, section c) of the Corporate Bylaws. He is also a member of the Executive Committee since March 6, Education: Degree in Law from the University of Granada; State Finance and Tax Inspector. Experience: Ministry of Economy and Finance ( ); Practiced law privately as a specialist in Tax Law ( ); Member of the Board of Directors of Caja Madrid; Member of the Board of Directors of Antena 3 TV. Member of the Board of Directors of the Public Entity Radio Television de Madrid. Current occupation: Chairman of Caja Madrid; Chairman of Corporación Financiera Caja Madrid; Chairman of Altae Banco; Chairman of the Caja Madrid Foundation. Boards of Directors: Significant stockholder-appointed Deputy Chairman of Iberia, L.A.E.; Independent Director of ACS, S.A. Other activities: Chairman of the Madrid Complutense University General Foundation; Trustee of the Thyssen Bornemisza Collection Foundation; Member of the Managing Board of APD; Trustee of Fundación Príncipe de Asturias; Member of the Managing Board of IFEMA; Trustee and Member of the Investment Committee of Fundación Pro Real Academia Española; Trustee of Fundación Ayuda a la Drogadicción; Trustee of Fundación Real Fábrica of Tapices. MR. RAFAEL MIRANDA ROBREDO 05/31/49. Burgos. Mr. Miranda Robredo, is the Chief Executive Officer, since he was appointed as a Company Director in February 11, He is assigned to the status defined in article 37, section a) of the Corporate Bylaws, and he is a member of the Executive Committee since February 11, Education: Higher Industrial Engineer of the ICAI; Holder of M.S. Diploma in Quantitative Management Methods from the School of Industrial Organization (E.O.I.) Experience: Tudor, S.A. ( ); Deputy General Manager of Campofrio, S.A. ( ); General Manager of Endesa ( ); Director of Red Eléctrica de España, S.A. (REE); Director of Unión Eléctrica Fenosa, S.A.; Director of Aguas de Barcelona, S.A. Current occupation: Chief Executive Officer of ENDESA, S.A. (1997). Boards of Directors: Chairman of ENDESA Internacional, S.A.; Chairman of ENDESA Europa, S.L.; Deputy Chairman of Enersis, S.A.; Director of AUNA. Other activities: Deputy Chairman of EURELECTRIC; Member of American Management Associations; Member of the Social Council of the Autonomous University of Madrid; Member of the Board of Trustees of the Endesa Foundation; Member of the Spanish Board of the INSEAD; Member of Fundación Universidad Pontificia de Comillas.

3 MR. MANUEL PIZARRO MORENO 09/29/51. Teruel. Mr. Pizarro Moreno is a Company Director since October 18, 1996, presently assigned to the status defined in article 37, section a) of the Corporate Bylaws. He was appointed as Chairman in May 14, 2002, and appointed as member of the Executive Committee in March 18, 1997 and he is the Chairman of this Committee since May 14, Education: Degree in Law from the Complutense University of Madrid (1973); Government Lawyer (1978); Stockbroker (1987). Experience: Chairman of the Madrid Stock Exchange (July 1991 December 1992; July 1994 December 1995); Chairman of Ibercaja (November 1995, May 2004); Chairman of the Spanish Confederation of Savings Banks (March 1998 May 2002); Chairman of the World Institute of Savings Banks (November 2000 May 2002). Current occupation: Chairman of ENDESA, S.A. (May 2002). Boards of Directors: Deputy Chairman of the Madrid Stock Exchange (December 1995); Deputy Chairman of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (February 2002). Other activities: Full member of the Royal Academy of Case Law and Legislation; Full Member of the Royal Academy of Economics and Finance; Full Member of the Aragon Royal Academy of Case Law and Legislation. MR. FRANCISCO JAVIER RAMOS GASCÓN 08/07/36. Madrid. Mr. Ramos Gascón is a Company Director since February 6, 2001, presently assigned to the status defined in article 37, section b) of the Corporate Bylaws. He is a member of the Board of Directors, was appointed as a member of the Audit and Compliance Committee in March 29, 2001 and he is the Chairman of this committee since May 14, Education: Degree in Law; Degree in Economics; Intendente Mercantil; Auditor and Certified Public Accountant. Experience: Intendente at the service of the Ministry of Finance; Madrid Stockbroker; Lawyer of the Madrid Bar Association (Tax law and Commercial law); State General Director of Financial Policy (Ministry of Finance); Trustee-President of Bolsa de Madrid. Current occupation: Madrid Notary. Boards of Directors: Independent Director of Sociedad Rectora de la Bolsa de Madrid, S.A.; Chairman of Araluz de Inversiones, S.A. SIMCAV; Director of ENDESA Europa, S.L. representing ENDESA, S.A. Other activities: Chairman of the Institute of Stock Market Studies. Member of the Royal Academy of Economics and Finance; Gran Cruz of the Orden del Mérito Civil.

4 MR. JUAN ROSELL LASTORTRAS 01/13/57. Barcelona Education Industrial Engineer of the Technical University of Barcelona; Politics Science Education in the Complutense University of Madrid. Current occupation (companies) Chairman of OMB, Sistemas Integrados para la Higiene Urbana, S.A. Chairman of CONGOST PLASTIC, S.A. Chairman of Advisory Board of Fecsa-Endesa Director of Inmobiliaria Colonial, S.A. Director of Sociedad General de Aguas de Barcelona, S.A. Director of Siemens España, S.A. Director of Endesa Italia, S.p.A. Director of Applus Servicios Tecnológicos, S.L. Director of Invest Industrial Partners, S.A. Current occupation (institutional) Chairman of Fomento del Trabajo Nacional Deputy chairman of Confederación Española de Organizaciones Empresariales- CEOE Chairman of the Instituto de Logística Iberoamericano, ILI Chairman of Economic and Social Council of Abat Oliba CEU University Chairman of FODERE (agrupación de patronales europeas) Trustee of FC Barcelona Foundation Trustee of Sant Pau Hospital Trustee of CEOE Foundation Member of the Mont Pelerin Society Professional experience General Manager of Congost, S.A Chairman of Enher, S.A Chairman of FECSA Honours: Golden medal of Mérito de la Feria Oficial e Internacional de Muestras de Barcelona. Silver medal of the Cámara Oficial de Industria, Comercio y Navegación de Barcelona Commendatore al Merito della Repubblica Italiana Recognized Visitor of the city of Veracruz (Mexico) Llave de Oro of the Ciudad de Barcelona Others: He has published three books: España, dirección equivocada, 1979 Crear empresarios, 1982 (co-author) El reparto del trabajo: el mito y la razón, 2000 (coauthor)

5 MR. ALBERTO RECARTE GARCíA-ANDRADE 03/14/47. Madrid Education: Degree in law from the Complutense University of Madrid Degree in Economics from the Complutense University of Madrid Comercial Technician and State Economist Professional experience 1974/1978: Comercial Adviser of the Embajada de España en La Habana 1978/1980: Organization General Manager of the State President Cabinet 1980/1982: Economic Adviser of the State President 1980/1982: Chief Executive Officer of Caja Postal de Ahorros. Mr. Recarte García Andrade has been Deputy Chairman of Círculo de Empresarios and of the Club de Exportadores too. Since March 1982 to now, he is Executive Deputy Chairman and Chief Executive Officer of CENTUNION, Española de Coordinación Técnica y Financiera, S.A., Marqués de Villamagna, 3, Madrid. Other current positions: Director of CAJA de MADRID Director of Corporación de CAJA de MADRID Trustee of CAJA de MADRID FOUNDATION Member of the Executive Comité of CAJA de MADRID Member of the Consejo Rector del Instituto de Empresa Deputy Chairman of Hispano-Cubana Foundation Member of Board of Trustees of Apoyo a la Historia del Arte Hispánico Foundation Chairman of Libertad Digital newspaper Member of the board of Asociación Madrileña de Empresas Familiares Others: He is the autor of the book Cuba: Economía y poder ( ). Alianza Universidad, (1981), and of several articles and economic researchs.