Enel Green Power S.p.A. -- s. 38(3)

October 15, 2010

Attention: Kathryn McDonald

Further to your letter of October 13, 2010 (the "Letter"), we understand that:

1. A selling shareholder is proposing to make an offering of ordinary shares of the Issuer (the "Shares") to, among others, certain institutional investors in the United States and elsewhere outside the United States, including Ontario, Canada.

2. Prospective Ontario purchasers, who must be Accredited Investors and/or Permitted Clients in Ontario, will receive a Canadian offering memorandum that includes an international offering circular (the "Offering Circular") and a Canadian supplement.

3. The managers for the offering will rely on appropriate exemptions from the prospectus requirements, and will either rely on the "international dealer" exemption to the registration requirements, or will be appropriately registered under the Securities Act (Ontario), when distributing securities to residents of Ontario.

4. The Issuer intends to make applications for the Shares to be listed on the Bolsa de Madrid, Bolsa de Barcelona, Bolsa de Valencia and Bolsa de Bilbao, and on the Sistema de Interconexión Bursátil Espanol (collectively, the "Exchanges").

5. The Offering Circular will contain one or more representations identical or substantially similar to the following (the "Listing Representations"): "The Company plans to submit applications for the Shares to be listed on the Bolsa de Madrid, Bolsa de Barcelona, Bolsa de Valencia and Bolsa de Bilbao, and on the Sistema de Interconexión Bursátil Espanol (SIBE)."

6. The Exchanges have not granted approval for the admission or listing of the Shares to the respective Exchanges, conditional or otherwise, nor have they consented to, nor indicated that they do not object to the Listing Representations.

7. The Offering Circular discloses that all dealings in the Shares on the respective Exchanges are conditional on admission of the Shares to the respective Exchanges.

8. The Issuer seeks permission to include the Listing Representation in the Offering Circular to be provided to or made available to prospective Ontario purchasers.

Based upon the representations above and the representations contained in the Letter, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representation in the Offering Circular to be provided to or made available to prospective Ontario purchasers.

Yours very truly,