AUNA's Core Shareholders Santander Central Hispano, Endesa and Union Fenosa, Together With ING, Acquire Telecom Italia's 26.89% Stake.

Business Editors

NEW YORK--(BUSINESS WIRE)--Dec. 18, 2001

-- the Transaction Reinforces the Commitment From the Three Core

Shareholders to the Development of the Project in the Medium

Term and Confirms Their Willingness to Ensure AUNA's

Shareholding Stability

The Santander Central Hispano Group, Endesa (NYSE:ELE) and Union Fenosa, together with ING, have decided to acquire Telecom Italia's (TI) 26.89% stake in AUNA.

As a result of this transaction the three core shareholders will increase their respective shareholdings in the company's capital.

The transaction, for an amount of Euro 2 billion, reinforces the three core shareholders' commitment to the development of the project on the medium term and confirms their willingness to ensure the stability in the control of AUNA.

The acquisition has been structured as follows:

Banco Santander Central Hispano acquires an additional 12.62%, which, together with its current 10.87%, raises its holding to 23.49%.

Endesa acquires an additional 2% which, added to its current 27.88%, raises its holding to 29.88%. Besides, Endesa has the option to acquire an additional stake of up to 5.5%.

Union Fenosa acquires an additional 2% thereby raising its stake to 18.7% and has the option to buy an additional 4.77%.

On the other hand, ING acquires 10.27% of AUNA's share capital.

In order to strengthen the management of AUNA, the three shareholders have agreed to propose the appointment of Mr. Joan-David Grima Terre, General Manager of Grupo Santander Central Hispano's Industrial Group Division, as Vice Chairman and Chief Executive Officer of AUNA. Mr. Grima will continue to be a member of Santander Central Hispano's management committee.

Grupo Santander Central Hispano, Endesa and Union Fenosa believe that AUNA shows an extraordinary potential for revaluation given the positive performance of its businesses in 2001 and the prospects for higher revenues and results over the next two years. The three shareholders consider that the stability that has been achieved in AUNA's shareholding structure through the purchase of TI's stake and the subsequent substantial increase of Grupo Santander's shareholding will enable the success of the project.

This decision reflects the three Spanish shareholders' common view on the development of Spain's second integrated operator in the telecommunications market, with significant market shares in each of its segments (mobile and fixed telephony, cable TV and Internet) and their clear commitment with regard to the project. To that effect, they have agreed upon the need for their consensus, working together with the rest of the shareholders in the adoptions of AUNA's strategic decisions and the company's governance.

The three core shareholders have equally established rules in order to guarantee that an eventual sale of their shareholdings in AUNA to a third party, whether total or partial, will be made jointly.

The transaction is conditional upon the obtention of the applicable authorisations.

For additional information, please contact Jacinto Pariente at North America Investor Relations Office. 212/750-7200 http://www.endesa.es.