News Release
March 31, 1999

ISS Recommends That Empresa Nacional de Electricidad S. A. (Endesa) Shareholders Support Amending Endesa Bylaw On Shareholder Concentration Limit

CHARLOTTE – Duke Energy (NYSE: DUK) announced today that Institutional Shareholder Services (ISS), the nation’s leading institutional voting advisory service, has recommended in a March 29, 1999, report that Endesa shareholders vote FOR amending the company’s bylaws to raise the shareholder concentration limit from 26 percent to 65 percent.

In making its recommendation, ISS said that shareholder concentration limits "serve to restrict value in the long run" and, that "companies with these restrictions lose out on new opportunities and their value suffers."

Additionally, ISS said that "Endesa shareholders would be in good hands with Duke (Energy) executives in a leadership position." ISS also said that "there are vast synergies between Endesa and Duke (Energy) that should create a multitude of growth opportunities that enhance Endesa shareholder value."

"We are very pleased with the comments made by ISS," said Bruce Williamson, president and chief executive officer of Duke Energy International. "ISS clearly states the case for voting FOR the bylaw amendment and then for shareholders to tender their shares to Duke Energy. We fully agree that there is tremendous opportunity in an Endesa – Duke Energy partnership and that Duke Energy represents the best total value for Endesa shareholders, employees, Chile and the future we will create together."

Endesa will hold a shareholder meeting April 8 to consider the bylaw amendment. Duke Energy’s tender offer cannot go forward unless the bylaw amendment is approved.

"We urge Endesa shareholders to protect the value of their investment by voting FOR the bylaw amendment and to capture the very attractive value we are offering by tendering their shares to Duke," Williamson said.

Duke Energy is a global energy company with more than $26 billion in assets. Headquartered in Charlotte, N.C., the company reaches into more than 50 countries, producing energy, transporting energy, marketing energy and providing energy services. In the United States, Duke Energy companies provide electric service to approximately two million customers in North Carolina and South Carolina; operate interstate pipelines that deliver natural gas to various regions of the country; and are leading marketers of electricity, natural gas and natural gas liquids. Additional information about the company is available on the Internet at:


Contact: Bryant Kinney
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