REG-Endesa, S.A. AGM Statement

Endesa SAAnnouncement

31/03/2025 11:15

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AGM Statement

 

Borja Acha Besga

Secretary of the Board of Directors

Madrid, 28 March 2025

OTHER RELEVANT INFORMATION

In accordance with the provisions of Article 227 of the Spanish Securities
Market Act, Endesa, S.A. hereby issues the Annual General Shareholders’
Meeting notice and proposed resolutions:

This English-language version has been translated from the original issued in
Spanish by the entity itself and under its sole responsibility and is not
considered official or regulated financial information. In the event of
discrepancy, the Spanish-language version prevails.

ANNUAL GENERAL SHAREHOLDERS’ MEETING NOTICE

ENDESA, Sociedad Anónima

Annual General Shareholders' Meeting

On 26 March 2025, the Board of Directors of ENDESA, S.A. ('Endesa' or the
'Company') resolved to convene the Annual General Shareholders’ Meeting to
be held in Madrid, at its registered offices located at calle Ribera del Loira
no. 60, on 29 April 2025, at 12:00 p.m. in single call. The shareholders are
reminded that they are entitled to attend the meeting remotely.

The items to be discussed and voted on are included in the following

I. AGENDA


 1. Approval of the Individual Annual Financial Statements of ENDESA, S.A.
(Balance Sheet; Income Statement; Statement of Changes in Net Equity:
Statement of Recognised Income and Expenses & Statement of Total Changes
in Net Equity; Cash-Flow Statement and Notes to the Financial Statements), as
well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and
its subsidiary companies (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Other Comprehensive
Income, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement, and Notes to the Financial Statements), for the fiscal
year ending 31 December 2024.

 2. Approval of the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and its subsidiary companies
for fiscal year ending 31 December 2024.

 3. Approval of the Consolidated Statement of Non-Financial Information and
Sustainability Information for the year ended 31 December 2024.

 4. Approval of the corporate management for the fiscal year ending 31 December
2024.

 5. Re-election of KPMG Auditores, S.L. as statutory auditor of the individual and
consolidated annual accounts of ENDESA, S.A. for financial years 2026, 2027,
and 2028.

 6. Approval of the proposed distribution of profit for the year ended 31 December
2024 and the subsequent distribution of a dividend out of this profit.

 7. Reduction in share capital by retiring a maximum of 104,558,375 own shares
(9.87% of the share capital) which have been acquired under the buy-back
program executed as the second tranche of the Share Buy-back Framework Program
approved by the Board of Directors of ENDESA on March 26, 2025, for the
purpose of being retired, delegating to the Board of Directors the possibility
of executing the share capital reduction.

 8. Binding vote on the Annual Report on Directors Compensation.

 9. Approval of the Strategic Incentive 2025-2027 (which includes payment in
company shares).

 10. Delegation to the Board of Directors to execute and implement resolutions
adopted by the General Meeting, as well as to substitute the powers entrusted
thereto by the General Meeting and granting of powers to the Board of
Directors to record such resolutions in a public instrument and register such
resolutions.

II. Supplement to the Meeting Notice and Proposed Resolutions

In accordance with articles 172 and 519 of the Spanish Capital Corporations
Law (Ley de Sociedades de Capital - LSC), shareholders who represent at least
three percent of the share capital may request the publication of a supplement
to this meeting notice, including one or more items on the agenda for the
General Meeting, provided that the new items are accompanied by a
justification or, as the case may be, by a justified proposed resolution.

In accordance with Article 519.3 of the Capital Corporations Law, shareholders
who represent at least three percent of the share capital may submit
substantiated proposed resolutions regarding topics included or which may be
included on the agenda for the General Meeting.

These rights may be exercised by attestable notice, which must be received at
the Company’s registered offices, calle Ribera del Loira, 60, 28042-Madrid
(Spain), written out to the attention of the Secretary of the Board of
Directors, within five days following publication of this official meeting
notice.

III. Notary Public Intervention at the Shareholders' Meeting and Members of
the Presiding Panel

The minutes of the Annual General Shareholders’ Meeting shall be drawn up by
a Notary Public who is a member of the Madrid Association of Notaries Public,
as so requested for this purpose by the Board of Directors, in accordance with
the provisions of Article 203 of the Spanish Capital Corporations Law in
connection with Article 101 of the Mercantile Registry Regulations, Article 34
of the Corporate By-laws, and Article 22 of the General Meeting Regulations.

The Notary Public, the Board members and the Secretary of the General Meeting
may attend the session in person or remotely by audio or video conference.

IV. Attendance and Proxy Right

Shareholders who own at least 100 shares may attend the General Meeting in
person, provided that these shares are registered under their name in the
pertinent book-entry ledger five days before the date set for the Meeting,
i.e., 24 April 2025, and they have obtained the relevant Attendance, Proxy,
and Distance Voting Card issued by the accounting record-keeping entities,
which may be used by shareholders for granting their proxies. The foregoing
shall be construed notwithstanding the certificates of standing issued in
accordance with the entries of the accounting record by the relevant
responsible or member entity.

Shareholders who own fewer than one hundred shares may attend remotely
(complying with the requirements set forth herein below), vote remotely, or
delegate their proxy to any shareholder with the right to attend in person, as
well as form groups with other shareholders in identical circumstances to
obtain at least one hundred shares, with the grouped shareholders conferring
their representation to one shareholder within the group. Such a group shall
be formed specifically for this Meeting and shall be evidenced in writing.

Each shareholder entitled to attend (personally or remotely) may have
him/herself represented at the Meeting by means of another person, in
accordance with the applicable legal provisions, the Corporate By-laws, and
the General Meeting Regulations.

In the case of proxies sent to the Company or granted in favour of its
Directors or of the Secretary of the Board of Directors, whether directly or
through the entities acting as custodian of the shares or entrusted with
recording the book entries in relation thereto, the following rules shall
apply, unless otherwise directed by the appointing shareholder:


 1. Unless otherwise indicated by the shareholder appointing a proxy, the
proxyholder shall be deemed to have specific instructions to vote in favour of
all proposals made by the Board of Directors on the Agenda items for the
meeting. In the event the Annual General Shareholders’ Meeting votes on
proposals not included on the agenda, the proxyholder shall exercise the vote
in the sense he/she deems most convenient to the interests of the appointing
shareholder.



Should shareholders representing at least three percent of the share capital
exercise their rights to request a supplement or submit substantiated proposed
resolutions for agenda items, the Company shall immediately publish the
supplemental agenda items and new proposed resolutions. A revised attendance,
proxy, and remote voting card will be issued to ensure these items are voted
under the same terms as proposals made by the Board of Directors.

 2. In the event that the person to whom the proxy is delegated is not named, said
proxy shall be deemed to be granted to the Chairman of the Board of Directors.

 3. If the proxyholder so appointed is legally subject to a conflict of interest
in voting on any of the proposals submitted to the General Shareholders’
Meeting, whether included on the agenda or not, and provided no specific
voting instructions were issued or, if despite having such instructions, the
proxyholder wishes not to represent the shareholder with regard to the items
with which there is a conflict of interest, the proxy shall be deemed to be
delegated to, unless otherwise specified by the appointing shareholder, the
Chairman of the General Meeting and, if the Chairman also has a conflict of
interest, to the Secretary of the General Meeting and, if the Secretary has a
conflict of interest, to the person appointed by the Board of Directors.

 4. Likewise, the delegation of powers extends to topics that may be submitted to
a vote of the General Shareholders' Meeting even though they are not included
on the agenda for the meeting. In this case, and except as indicated otherwise
by the appointing shareholder, the proxyholder shall exercise the vote in the
sense he/she deems most convenient to the interests of the appointing
shareholder.



The following is reported as regards potential conflicts of interest:


 * The Directors have a conflict of interest in relation to item 8 (binding vote
on the annual Directors' Remuneration Report).

 * Director José Damián Bogas Gálvez has a conflict of interest as it relates
to item 9 (Approval of the Strategic Incentive for 2025-2027, including
payments and Company shares).

In this same regard, the Directors may have a conflict of interest if any
liability actions or proposals for removal are brought against them.

In accordance with Article 11 of the General Meeting Regulations, those
organizations withstanding as shareholders by virtue of the book entry of the
shares, but who act on behalf of several individuals may divide and cast their
vote in different directions in accordance with different voting instructions,
if received.

V. Right to Information

All texts and documents relating to the Annual General Shareholders' Meeting
may be consulted and obtained on the company’s website, www.endesa.com,
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com%2F&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com%2C&index=1&md5=d77a61fe20e5620a3c4df80fa8b3e524)
w
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com%2F&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=w&index=2&md5=c80ec255d9605905a05e680a4654cfa7)
hich includes a format accessible to the visually impaired.

Likewise, in accordance with the provisions of the Capital Corporations Law,
shareholders have the right to inspect and obtain, at the Company's registered
offices (subject to presentation of the Attendance, Proxy, and Distance Voting
Card, as from the date of publication of this meeting notice, Monday through
Thursday from 9:00 to 14:00 and from 16:00 to 18:00, and Friday from 9:00 to
14:00, up until 28 April 2025), or request that the Company deliver or issue,
immediately and at no charge, a copy of the documents specified herein below.
In order to promote sustainability, it is recommended to request such
documentation by e-mail to juntaaccionistas@endesa.es
(mailto:juntaaccionistas@endesa.es) :


 1. Annual Report. Legal Documentation (Fiscal Year 2024).

- Individual Annual Financial Statements and Individual Management Report of
ENDESA, S.A., together with the Auditor's Report prepared by KPMG Auditores,
S.L. (Fiscal Year 2024) on the Individual Annual Financial Statements.

- Consolidated Annual Financial Statements and Management Report of ENDESA,
S.A. and its Subsidiary Companies, together with the Auditor's Report prepared
by KPMG Auditores, S.L. (Fiscal Year 2024) on the Consolidated Annual
Financial Statements.

- Directors Statement of Responsibility.

 2. Consolidated Statement of Non-Financial Information and Sustainability
Information 2024.

 3. Annual Corporate Governance Report (Fiscal Year 2024).

 4. Annual Report on Directors Compensation (Fiscal Year 2024).

 5. Proposed Resolutions.

 6. Report on the proposal to reduce the share capital of ENDESA, S.A.

 7. Board Committee Integrated Report for fiscal year 2024.

 8. Form of Attendance, Proxy, and Distance Voting Card.

 9. Rules on long-distance voting, proxies, and remote attendance.

In accordance with the provisions of Articles 197 and 520 of the Capital
Corporations Law and of Article 9 of the General Meeting Regulations, as from
the date hereof and until 24 April 2025, inclusive, shareholders may, in
writing, request any information or clarification or pose questions as they
deem relevant, including as related to the agenda for the Meeting, to
clarification of publicly available information provided by the Company to the
Spanish Securities Market Commission since the last General Meeting was held
or to the auditors' report.

Requests for information shall be made in accordance with the rules set forth
in Article 9.3 of the General Meeting Regulations and may be made by either
delivering or mailing the request to the registered offices of the Company at
the following address: ENDESA, S.A. (ANNUAL GENERAL SHAREHOLDERS' MEETING -
BOARD OF DIRECTORS SECRETARIAT), CALLE RIBERA DEL LOIRA, NO. 60, 28042-MADRID
or through electronic means through the Company's website (www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=3&md5=aeb66f35314abbc8638724d599c3413c)
) by accessing the link to the Annual General Shareholders' Meeting and
selecting "Shareholders' Right to Information."

Those requests where the electronic document through which the information was
requested includes the qualified or advanced electronic signature of the
requesting party, in the terms provided under Regulation (EU) 910/2014 of the
European Parliament and of the Council of 23 July 2014, provided that they are
based on a recognized electronic certificate issued by the Spanish Public
Certification Authority (Autoridad Pública de Certificación Española -
CERES), a body of the Spanish National Mint (Fábrica Nacional de Moneda y
Timbre) or by CAMERFIRMA, and of which there is no record of revocation. The
shareholder shall be responsible for proving that the request was sent to the
Company in due time and form.

Shareholders may also pose questions or request clarification on the specified
topics during the meeting, in accordance with 'General Shareholders’ meeting
regulation' and the 'Rules on remote attendance'.

VI. RULES FOR DISTANCE VOTING AND PROXIES

The shareholders of Endesa holding the right to attend and vote may (i) cast
their vote on agenda items of the Annual General Shareholders’ Meeting or
(ii) grant proxy through longdistance communication prior to the holding of
the General Meeting, in the terms set forth herein below and in accordance
with the provisions of the Spanish Capital Corporations Law, in Articles 26,
26 bis, and 30 of the Corporate By-laws, and in Articles 10, 10 bis, and 21 of
the General Meeting Regulations:

(i) Voting or granting proxy through the Company's website (www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=4&md5=b1d41f0b2526631c937622c1cd586673)
):

The long-distance voting or granting of proxies by electronic communication
with the Company of any shareholder of Endesa must be cast through the
Company’s website (www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=5&md5=3af93dc892e0e7ea6c2613d6b10e0f16)
) by accessing the space dedicated to the Annual General Shareholders’
Meeting, under the section on 'Long-distance voting and granting of proxies.'

In accordance with the provisions of the By-laws and the General Meeting
Regulations, the mechanism for casting votes or granting proxies by electronic
means must afford due guarantees of authenticity and identification of the
shareholder exercising the voting right. The guarantees which the Board of
Directors deems adequate in order to ensure the authenticity and
identification of the shareholder exercising their voting right or granting
proxy are, in accordance with the provisions of Article 21 of the General
Meeting Regulations, the qualified electronic signature and the advanced
electronic signature, in the terms provided under Regulation (EU) 910/2014 of
the European Parliament and of the Council of 23 July 2014, provided that they
are based on a recognised electronic certificate issued by the Spanish Public
Certification Authority (Autoridad Pública de Certificación Española -
CERES), a body of the Spanish National Mint (Fábrica Nacional de Moneda y
Timbre), or by CAMERFIRMA, and of which there is no record of revocation.

Those shareholders with an electronic signature meeting the specified
requirements and who can be identified through such signature, as well as
those shareholders who hold an electronic National Identity Card (DNIe), may
vote or grant proxy through the Company’s website (www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=6&md5=097015ec11c740addcfaf59764f8f944)
) by following the procedure established therein.

A shareholder who grants their proxy electronically must notify the appointed
proxyholder that said proxy has been granted. If the proxy is granted to a
Director or to the Secretary of Endesa's Board of Directors, said notice shall
be deemed to be given by means of the receipt of such electronic proxy by
Endesa.

If proxy is granted to another representative or shareholder holding at least
one hundred shares, such proxyholders may attend the Annual General Meeting in
person, identifying themselves via their National Identity Card (DNI) or
Passport on the date and place of the Meeting and, as the case may be, shall
be required to provide printed copies of any proxies granted electronically
such that the Company may verify them.

(ii) Voting or granting proxy by sending the Attendance, Proxy, and Distance
Voting Card by post or delivering it to the entities participating in
IBERCLEAR or at the registered offices of Endesa:

To vote remotely or grant proxy by post or by delivery to the entity
participating in IBERCLEAR or at Endesa’s registered offices, shareholders
must complete and sign the relevant section on the physical Attendance, Proxy,
and Distance Voting Card issued by the entity participating in IBERCLEAR in
which they have their shares deposited.

Once the Attendance, Proxy, and Distance Voting Card has been filled out and
the relevant section signed, the shareholder may:


 1. Send it by post to the following address: ENDESA, S.A. (ANNUAL GENERAL
SHAREHOLDERS' MEETING), CALLE RIBERA DEL LOIRA, 60, 28042 MADRID.

 2. Deliver it to the entity participating in IBERCLEAR at which his/her shares
are deposited or deliver it at Endesa's registered offices.

In the event that the Attendance, Proxy, and Distance Voting Card issued by
the entity participating in IBERCLEAR does not include a section on distance
voting, the shareholder who wishes to vote remotely must download the
Attendance, Proxy, and Distance Voting Card from Endesa’s website
(www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=7&md5=234e1bf3dabd0cab86576f0ba9575f3a)
), print a hard copy, and complete and sign said card together with the
attendance card issued by the participating entity in IBERCLEAR. Once both
cards have been filled out and signed, the shareholder shall send the cards by
post or deliver them to the participating entity or at Endesa's registered
offices in the manner provided for hereinabove.

(iii) Requirements for remote attendance by proxyholders:

All proxyholders may attend remotely. To this end, the proxyholder designated
by the shareholder must send the information and documentation indicated
below, by email, to juntaaccionistas@endesa.es
(mailto:juntaaccionistas@endesa.es) , between 00:00 on 4 April 2025 and 12:00
on 28 April 2025:


 * Full name and digitised copy of the National Identity Card (DNI) of the
appointing shareholder.

 * Digitised copy of the completed and signed attendance card.

 * Full name and digitised copy of the National Identity Card (DNI) of the
proxyholder.

In addition, to attend remotely, proxyholders must follow the instructions set
out in the following section on remote attendance.

VII. RULES ON REMOTE ATTENDANCE

Before connecting on the day of the Meeting, shareholders who will be
attending remotely shall pre-register using the software application made
available on the Company's website, accessing the link to the Annual General
Shareholders’ Meeting and selecting the 'Remote Attendance' option between
00:00 on 4 April 2025 and 12:00 on 28 April 2025. Shareholders wishing to
attend remotely shall preregister during the same period by sending an email
as described in section VI.(iii). During this time, the shareholders and
proxyholders may also submit any requests for the floor and/or proposed
resolutions that, in accordance with the Capital Corporations Law, they intend
to submit. This pre-registration is a mandatory requirement for shareholders
and proxyholders to be able to connect and remotely participate in the
Meeting.

Following pre-registration, on the day of the Meeting (29 April 2025, starting
at 12:00), shareholders and proxyholders who wish to participate in the
meeting must connect or register between 10:00 and 11:30 in order to be
considered present and to be included on the attendance list. Any shareholder
or proxy holder that connects after the established deadline will not be
considered present. Likewise, as relates to the requests for the floor and
proposed resolutions that, in accordance with the Capital Corporations Law,
are intended to be delivered by those who will be attending remotely and which
were not already submitted during the preregistration process, such requests
and/or proposed resolutions must be submitted to the Company in writing, in
the manner established in the software application on the Company's website,
between 10:00 and 11:30 on 29 April 2025.

In the event that a shareholder or proxyholder validly submits requests for
the floor and/or proposed resolutions during both pre-registration and
registration, the most recent received by the Company during registration or
remote connection on the day of the Meeting shall prevail.

Shareholders and proxyholders who attend the Meeting remotely may vote during
the Meeting by using the computer application on the Company's website.

In all other matters not expressly addressed herein, the same rules on voting
and passing resolutions as provided for in the General Meeting Regulations for
physical attendance at the Meeting shall apply to the shareholders who attend
the Meeting remotely.

VIII. GENERAL AND PRIORITY RULES BETWEEN PROXY, DISTANCE VOTE, AND PHYSICAL OR
REMOTE ATTENDANCE AT THE GENERAL MEETING

1 Deadline for receipt by the Company of distance proxies and votes before the
Meeting is held

In order to be valid and in accordance with the provisions of the General
Meeting Regulations, both long-distance proxies and votes (whether submitted
electronically or by post) shall be received by the Company before 12:00 on 28
April 2025. Otherwise, the proxy shall be deemed not to have been granted and
the vote not cast, unless received following said deadline but prior to the
holding of the Annual General Shareholders’ Meeting, such that they can be
properly verified and counted.

2 Priority rules between proxy, remote vote, physical attendance, and remote
attendance at the Meeting

2.1 Priorities between proxy, distance vote, and remote or physical attendance

Personal or remote attendance at the Annual General Shareholders’ Meeting by
a shareholder who had previously granted proxy or voted remotely, no matter
the means used to cast the vote or grant proxy, shall render the said proxy or
vote null and void. Attendance in person shall have the effect of rendering
remote attendance null and void.

A vote, regardless of the manner in which it was cast, will render any proxy
granted ineffective, whether granted electronically or by means of a printed
card. If the proxy was granted before the vote was cast, the proxy will be
considered revoked, and if granted subsequently, it shall be considered void.

2.2 Priorities between proxies

In the event that a shareholder validly appoints several proxies, the last
proxy received by the Company shall prevail.

2.3 Priorities between distance votes prior to the Meeting

In the event that a shareholder validly casts more than one distance vote, the
last vote received by the Company shall prevail.

2.4 Direction of the remote vote during or prior to the Meeting

A shareholder who wishes to cast a long-distance vote (through electronic
means or by post) must indicate the specific direction of his/her vote for
each agenda item. If no specific direction is indicated for any of the agenda
items, the vote shall be deemed to be made in favour of the proposals
submitted by the Board of Directors on such agenda items, as drafted thereby.

2.5 Other provisions

If electronic means are employed prior to the holding of the General Meeting,
only one electronic action will be allowed (only one vote may be cast or one
proxy granted).

Disposal of the shares conferring the attendance right acknowledged by the
Company before the Meeting will result in both distance proxies and votes
being considered null and void.

3 Special rules

All shareholders who are legal entities as well as shareholders not resident
in Spain should contact the Shareholder Relations Line (900 666 900) to
discuss the possibility of, as the case may be, adapting the distance voting
and proxy mechanisms to their needs while still providing adequate guarantees.

Furthermore, shareholders who are legal persons shall be required to notify
the Company of any change or revocation in the powers held by its
representative. Endesa disclaims any and all liability until such notice is
given.

Any of the joint holders of a share pool may remotely attend, vote, or grant
proxy, and the rules on priority established in section 2 above shall apply as
among them. For the purposes of Article 126 of the Capital Corporations Law,
it shall be construed that the joint holder who, from time to time, performs
an action (voting directly or by proxy or physical or remote attendance) has
been appointed by the rest of the joint owners to exercise their shareholder
rights. In these cases, the first of the holders registered (physical or
remote) at the meeting shall be considered the attendee. In relation thereto
and for the purposes of Article 126 of the Capital Corporations Law, it shall
be construed that the joint holder who first registered (physically or
remotely) at the meeting shall be the one appointed by the remainder of the
joint owners to exercise their shareholder rights.

IX. TECHNICAL INCIDENTS

Endesa reserves the right to modify, suspend, cancel, or restrict the remote
attendance or electronic voting and proxy mechanisms when so required for
technical or security reasons, notwithstanding the implementation of such
measures as required in each situation, including but not limited to the
possible temporary suspension or extension of the Meeting if necessary to
ensure the full exercise of the rights of the shareholders or their
proxyholders.

Endesa shall not be liable for any damages that may be caused to a shareholder
arising out of breakdowns, overloads, dropped lines, failed connections,
malfunctioning of postal service, or any other circumstances of a like or
similar nature that are beyond Endesa's control and that prevent the use of
the long-distance voting and proxy mechanisms.

The shareholder is exclusively responsible for the custody of his/her
electronic signature for the purposes of participating in the Meeting.

X. ELECTRONIC SHAREHOLDER FORUM

In accordance with current regulations, an Electronic Shareholder Forum has
been set up (www.endesa.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.endesa.com&esheet=54230967&newsitemid=20250331757449&lan=en-US&anchor=www.endesa.com&index=8&md5=053f14d31787e3eeb42344433166ea57)
). Use of the Forum shall conform to the legal purpose and the guarantees and
rules of operation set forth by the Company. Duly entitled shareholders and
shareholder associations may access the Forum.

XI. PROCESSING OF PERSONAL DATA

The personal data submitted by the shareholders to exercise or grant proxy
over their rights of attendance and voting at the General Meeting or which are
furnished by banking institutions and stock brokers and dealers with whom said
shareholders have their shares deposited, through the entity legally qualified
to carry out the book-entry records (IBERCLEAR), shall be processed by the
Company, as Data Controller, for the purposes of managing the Meeting notice
and holding of the Meeting. The foregoing shall be carried out in accordance
with legal obligations.

All or part of the General Meeting may be recorded and made available to the
public on the Company's website and/or through accredited media. As such,
during the course of the General Meeting, it is expected that the full name
and number of shares of the shareholders taking the floor in the meeting may
be publicly disclosed. The legal basis for both the recording and disclosure
of the image and/or voice of the individuals participating in the General
Meeting, as well as for the public disclosure of certain personal data on
shareholders who pose questions at the meeting, is the legitimate interest of
the Company, as well as compliance with the rules and general principles of
transparency and best corporate governance.

In the event the shareholder includes personal data regarding other natural
persons in the proxy or remote voting card, the shareholder must notify such
persons of the provisions of this legal data protection notice and shall
comply with any other requirements as applicable for the proper disclosure of
personal data to the Company, without the latter being required to take any
additional action in terms of information or consent. The shareholders are
responsible for the accuracy of the data provided, as well as for informing
the Company of any changes to such data.

The shareholders' personal data will be held for the duration of their
condition as such and provided removal or deletion thereof has not been
requested, provided however that such conservation is appropriate, relevant,
and restricted to the extent necessary for the purposes for which said data is
being processed. As soon as such data is no longer required for such purpose,
the data shall be stored and blocked during the period in which they may be
required for the exercise or defence of administrative or legal claims and may
only be unblocked and reprocessed for such purpose. After this period the data
will be permanently deleted.

The data will be provided to the notary public attending the General Meeting
in accordance with the legal provisions. Likewise, such data may be
transferred to third parties in exercise of the right to information
established by law.

You can exercise your rights of access, correction, removal, limitation of
processing, and transferability of data in those cases and to the extent
provided by applicable regulations from time to time. To exercise these
rights, you may send a written communication specifying your request, along
with a photocopy of any document evidencing your identity, to the Company's
Board Secretariat, located at C/ Ribera del Loira, no. 60, 28042, Madrid; by
sending an email to accionistas@endesa.es (mailto:accionistas@endesa.es) ;
accionistas@endesa.es (mailto:accionistas@endesa.es) or by calling the
following toll-free number: 900 666 900.

You are also hereby informed that you have the right to file a complaint with
the Spanish Data Protection Agency (AEPD).

Endesa, S.A. has appointed a Data Protection Officer who can be contacted by
email at dpo@endesa.es (mailto:dpo@endesa.es) . Please contact the data
protection officer if you have any questions or concerns regarding the
legitimacy or purposes for which your personal data is being processed.

Madrid, 26 March 2025

General and Board Secretary

PROPOSED RESOLUTIONS

PROPOSED RESOLUTIONS

ORDINARY GENERAL MEETING OF SHAREHOLDERS ENDESA, S.A.

Tuesday, 29 April 2025

12:00 HOURS

AGENDA


 1. Approval of the Individual Annual Financial Statements of ENDESA, S.A.
(Balance Sheet; Income Statement; Statement of Changes in Net Equity:
Statement of Recognised Income and Expenses & Statement of Total Changes
in Net Equity; Cash-Flow Statement and Notes to the Financial Statements), as
well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and
its subsidiary companies (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Other Comprehensive
Income, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement, and Notes to the Financial Statements), for the fiscal
year ending 31 December 2024.

 2. Approval of the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and its subsidiary companies
for the fiscal year ending 31 December 2024.

 3. Approval of the Consolidated Statement of Non-Financial Information and
Sustainability Information for the year ended 31 December 2024.

 4. Approval of the corporate management for the fiscal year ending 31 December
2024.

 5. Re-election of KPMG Auditores, S.L. as statutory auditor of the individual and
consolidated annual accounts of ENDESA, S.A. for financial years 2026, 2027,
and 2028

 6. Approval of the proposed distribution of profit for the year ended 31 December
2024 and the subsequent distribution of a dividend out of this profit.

 7. Reduction in share capital by retiring a maximum of 104,558,375 own shares
(9.87% of the share capital) which have been acquired under the buy-back
program executed as the second tranche of the Share Buy-back Framework Program
approved by the Board of Directors of ENDESA on March 26, 2025, for the
purpose of being retired, delegating to the Board of Directors the possibility
of executing the share capital reduction.

 8. Binding vote on the Annual Report on Directors Compensation.

 9. Approval of the Strategic Incentive 2025-2027 (which includes payment in
Company shares).

 10. Delegation to the Board of Directors to execute and implement resolutions
adopted by the General Meeting, as well as to substitute the powers entrusted
thereto by the General Meeting, and granting of powers to the Board of
Directors to record such resolutions in a public instrument and register such
resolutions.

AGENDA ITEM ONE

Approval of the Individual Annual Financial Statements of ENDESA, S.A.
(Balance Sheet; Income Statement; Statement of Changes in Net Equity:
Statement of Recognised Income and Expenses & Statement of Total Changes
in Net Equity; Cash-Flow Statement and Notes to the Financial Statements), as
well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and
its subsidiary companies (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Other Comprehensive
Income, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement, and Notes to the Financial Statements), for the fiscal
year ending 31 December 2024.

Approval of the Individual Annual Financial Statements of ENDESA, S.A.
(Balance Sheet; Income Statement; Statement of Changes in Net Equity:
Statement of Recognised Income and Expenses & Statement of Total Changes
in Net Equity; Cash-Flow Statement; and Notes to the Financial Statements), as
well as the Consolidated Annual Financial Statements of ENDESA, S.A. and its
subsidiary companies (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Other Comprehensive
Income, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement and Notes to the Financial Statements), as drawn up by the
Board of Directors at its meeting held on 25 February 2025 for the fiscal year
ending 31 December 2024.

AGENDA ITEM TWO

Approval of the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and its subsidiary companies
for the fiscal year ending 31 December 2024.

To approve the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year
ended 31 December 2024 (except for the Consolidated Statement of NonFinancial
Information and Sustainability Information included in the Consolidated
Management Report, which is submitted to a vote in the following point of the
agenda), which were drawn up by the Board of Directors at the meeting held on
25 February 2025.

AGENDA ITEM THREE

Approval of the Consolidated Statement of Non-Financial Information and
Sustainability Information for the year ended 31 December 2024.

To approve the Consolidated Statement of Non-Financial Information and
Sustainability Information for the year ended 31 December 2024, which was
prepared by the Board of Directors at its meeting held on 25 February 2025.

AGENDA ITEM FOUR

Approval of the corporate management for the fiscal year ending 31 December
2024.

Approval of the corporate management for the fiscal year ending 31 December
2024.

AGENDA ITEM FIVE

Re-election of KPMG Auditores, S.L. as statutory auditor of the individual and
consolidated annual accounts of ENDESA, S.A. for financial years 2026, 2027,
and 2028.

Re-elect 'KPMG Auditores, S.L.' as statutory auditor of the individual and
consolidated annual accounts of ENDESA, S.A., for the 2026-2028 period,
delegating to the Board of Directors, in the broadest terms, the determination
of the other conditions of its contract.

This resolution is submitted to the Ordinary General Shareholders' Meeting for
approval at the proposal of the Board of Directors, following the
recommendation of Endesa's Audit and Compliance Committee.

KPMG Auditores, S.L. has its registered office in Madrid, Paseo de la
Castellana, nº 259 c, and tax identification number B-78510153. It is
registered under number S0702 in the Official Register of Statutory Auditors
of the Institute of Accounting and Auditing of Accounts and in the Trade and
Companies Register of Madrid, in volume 11.961, page M188.007.

AGENDA ITEM SIX

Approval of the proposed distribution of profit for the year ended 31 December
2024 and the subsequent distribution of a dividend out of this profit.

To approve the distribution of the profit for the year, as formulated by the
Board of Directors at its meeting held on 25 February 2025, corresponding to
the financial year 2024, of 1,426,696,354.78 euros and the consequent
distribution of a dividend charged to said profit, in the following terms:
 FY 2024 Distribution Basis                                                       Euros             
 Profit and Loss. Profit                                                          1,426,696,354.78  
 Retained Earnings                                                                2,395,944,459.74  
 Total                                                                            3,822,640,814.52  
                                                                                                    
 Applied                                                                                            
 A Dividend - Maximum amount to be distributed corresponding to 1.3177 gross      1,395,117,664.57  
 euro per share for the total number of shares (1,058,752,117 shares)             
                 
                                                                                                    
 To Retained Earnings                                                             2,427,523,149.95  
 Total                                                                            3,822,640,814.52  


On 15 November 2024, the Board of Directors of ENDESA, S.A., agreed to
distribute an interim dividend of Euro 0.50 gross per share against 2024
profits. This interim dividend was paid out on 8 January 2025.

The final dividend (EUR 0.8177 gross per share), charged to the profit for
2024, will be paid on 1 July 2025.

ITEM SEVEN ON THE AGENDA

Reduction in share capital by retiring a maximum of 104,558,375 own shares
(9.87% of the share capital) which have been acquired under the buy-back
program executed as the second tranche of the Share Buy-back Framework Program
approved by the Board of Directors of ENDESA on March 26, 2025, for the
purpose of being retired, delegating to the Board of Directors the possibility
of executing the share capital reduction.

1- To reduce the share capital of ENDESA, S.A. by a maximum amount of
125,470,050 euros (9.87% of the share capital), by retiring up to 104,558,375
of the Company’s own shares, with a par value of 1.20 euros each, which have
been acquired under the buy-back program executed as the second tranche under
the Share Buy-back Framework Program approved by the Board of Directors on
March 26, 2025, for the purpose of being retired.

The Share Buy-back Framework Program addressed to all of the shareholders, for
a maximum pecuniary amount of up to 2,000 million euros, was approved by the
Company’s Board of Directors on March 26, 2025, and the implementation of
the second tranche thereof, for the purpose of reducing Endesa’s share
capital, will take place after this Shareholders’ Meeting is held, pursuant
to:


 1. the authorization granted by the Shareholders’ Meeting held on April 24,
2024, under agenda item eighteen;

 2. and article 5 of Regulation (EU) No. 596/2014 of the European Parliament and
of the Council of 16 April 2014 on market abuse and with Commission Delegated
Regulation (EU) 2016/1052, of 8 March 2016 supplementing Regulation (EU) No
596/2014 of the European Parliament and of the Council with regard to
regulatory technical standards for the conditions applicable to buy-back
programs and stabilization measures.

By executing the capital reduction, the Company will retire all of the shares
that are acquired under the buy-back program executed as the second tranche of
the above-mentioned Share Buy-back Framework Program, which will be for the
purpose of reducing Endesa’s share capital.

The capital reduction will not entail a return of contributions to the
shareholders given that, at the time of execution of the reduction, the
Company will own the shares to be retired.

Retirement of the own shares will entail a reduction in the share capital by
an amount equal to the par value of the retired shares.

Furthermore, for the purposes of article 335 of the Capital Companies Law, a
reserve for retired capital will be recorded with a charge to unrestricted
reserves in an amount equal to the par value of the retired shares, and such
reserve may only be used subject to the same requirements as those imposed for
the capital reduction. Consequently, pursuant to the provisions of article 335
c) of the Capital Companies Law, the right of creditors to object under
article 334 of the same Law will not apply.

The final figure for the capital reduction will be established by the Board of
Directors, within the aforementioned maximum limit, based on the final number
of shares acquired and that the Board of Directors decides to retire pursuant
to the delegation of powers approved below.

This resolution may be executed up to the date on which the next Annual
Shareholders’ Meeting is held, with the portion not used being rendered null
and void as from that date.

2- To ratify the resolutions of the Board of Directors relating to the
approval of the Share Buy-back Framework Program and its first two tranches,
on the terms reported to the market on March 26, 2025.

3- To delegate to the Board of Directors the power to execute in whole or in
part the share capital reduction approved above, within the execution period
established and in the manner deemed most appropriate, with the possibility of
delegating such powers in accordance with what is indicated below, with
authority, in particular and without limitation:


 1. To determine the number of shares to be retired, with authority to resolve not
to implement the resolution if ultimately no own shares are acquired for the
purpose of being retired.

 2. To declare the execution of the capital reduction ultimately approved as
closed, establishing, as the case may be, the final number of shares to be
retired and, therefore, the amount by which the Company’s share capital is
to be reduced, in accordance with the limits established in this resolution.

 3. To give a new wording to articles 5 and 6 of the Bylaws of the Company
relating to the share capital and the shares, respectively, so that they
reflect the new share capital figure and the number of outstanding shares
following the execution of the capital reduction approved.

 4. To carry out any acts, statements or steps that, where appropriate, must be
performed vis-à-vis the National Securities Market Commission and the stock
exchanges on which the Company’s shares are admitted to trading.

 5. To carry out the necessary formalities and steps vis-à-vis, and submit the
necessary documents to, the competent bodies so that, once the Company’s
shares have been retired and the capital reduction deed has been executed and
registered at the Commercial Registry, the retired shares are delisted from
the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the
Spanish electronic trading system (Continuous Market), and the related
accounting registers are cancelled; and to request and carry out as many
formalities and steps as may be necessary to delist the retired shares from
any other stock exchanges or markets where the Company’s shares are listed
or may be listed, in accordance with the procedures established at each of
said stock exchanges or markets, and to cancel the related accounting
registers.

 6. To take as many steps as may be necessary or appropriate to implement and
formalize the capital reduction vis-à-vis any public 



or private entities and bodies, whether Spanish or foreign, including to
declare, supplement or remedy defects or omissions that may prevent or hinder
the full effectiveness of the preceding resolutions, all the foregoing on the
broadest terms.



The Board of Directors is expressly authorized so that it may, in turn,
delegate (with the power to delegate where appropriate) to the Chief Executive
Officer, pursuant to the provisions of article 249bis.l) of the Capital
Companies Law, all the delegable powers referred to in this resolution, and
all the foregoing without prejudice to any powers of attorney that exist or
may be granted in relation to the contents of this resolution.

AGENDA ITEM EIGHT

Binding vote on the Annual Report on Directors Compensation.

To approve the Annual Report on Directors’ Compensation for the fiscal year
2024.

AGENDA ITEM NINE

Approval of the Strategic Incentive 2025-2027, which includes payment in
Company shares.

To approve the long-term variable compensation plan referred to as the
'Strategic Incentive 2025-2027' (the '2025-2027 Incentive'), which includes
payments in Company shares, insofar as ENDESA, S.A.'s executive Director is
included among its beneficiaries, with the following key characteristics:

1.-The 2025-2027 Incentive is a long-term compensation scheme primarily aimed
at rewarding contributions to the business strategy and the long-term
sustainability of the Company by individuals in positions of greater
responsibility.

2.-The 2025-2027 Incentive applies to the Executive Director and all other
executives of the Endesa Group holding strategic responsibility, as determined
by the Board of Directors.

3.- The performance period shall be three years from 1 January 2025 for the
2025-2027 Incentive.

4.-The 2025-2027 Incentive allocates an incentive to the beneficiaries that
includes the right to receive: (i) a certain number of ordinary shares of
ENDESA, S.A. (the 'Shares') and (ii) a monetary payment linked to a target,
subject to the conditions and any potential changes resulting from operation
of the Plan.

For the total accrued incentive, the Plan stipulates that the Executive
Director will receive up to 100% of the base amount in shares, while other
beneficiaries will receive up to 65%.

The monetary amount to be paid is calculated as the difference between the
total amount of the accrued incentive and the portion to be paid in shares.

If the maximum number of shares is not a whole number, the amount of Shares to
be allocated to each recipient shall be calculated by rounding the amount to
the nearest whole number (rounding down for values of 0.49 or less and
rounding up for values above 0.49).

5.- Accrual of the 2025-2027 Incentive is linked to the achievement of five
targets during the performance period:


 1. Average Total Shareholder Return (TSR) of Endesa compared to average TSR of
the selected benchmark, Euro-Stoxx Utilities Index, for the 20252027 period
(45% weighting).

 2. Economic and financial objectives:


3. ENDESA's ROACE, represented on an accumulated basis for the 2025–2027
period
(10% weighting).

 4. ‘EARNINGS PER SHARE (EPS)’: represented by the ratio between the ordinary
net profit in 2027 and the total number of outstanding shares (20% weighting).



 5. Reduction in CO2 emissions (CO2): reduction of specific CO2 emissions
(gCO2/kWh) of Endesa by 2027, according to the development of the thermal gap
in the Spanish mainland electrical system (15% weighting).

 6. Percentage of female managers and middle managers in relation to the total
number of managers and middle managers by 2027 (10% weighting).

For each of the targets, a threshold level is set beyond which the target
would be considered to have been met. Two target over-performance levels are
also established—performance beyond the first level, equivalent to 150% of
the incentive base (target), and performance beyond the second level,
equivalent to a maximum 180% of the incentive base (target). Therefore,
variable compensation levels accruable under the 2025-2027 Incentive will
range from 0% to 180% of the incentive base (the incentive base (target)
equals 100% achievement).

6.-The target assigned to each beneficiary under the 2025-2027 Incentive will
be as provided in their individual contracts, if addressed therein, or
otherwise, in accordance with the defined mechanism

The maximum number of Shares that may be paid out under the 2025-2027
Incentive is 109,972. This maximum number of shares represents 0.010% of
ENDESA, S.A.'s share capital as of the date this resolution is proposed.

The target for the Chief Executive Officer is €518,000, and the maximum
number of shares that he may receive is 25,823.

7.-Both payments in the form of delivery of shares and cash payments shall be
made subject to the payment and deferral rules established in the Compensation
Policy and by the Board of Directors and, specifically, shall be made subject
to the relevant malus and clawback clauses.

8.-It is resolved to delegate to the Board of Directors, with express power of
substitution, the authority to implement at the time and in the manner it
deems convenient, formalise, amend, construe, clarify, and execute the
2025–2027 Incentive, adopting all resolutions and executing as many public
or private documents as may be necessary or convenient to ensure the full
effectiveness thereof, with the power to change, rectify, amend, and
supplement and, in general, to adopt any resolutions and perform any actions
necessary or merely convenient for the effective implementation and operation
of the 2025-2027 Incentive, including but not limited to, the following
powers:

a) To set specific conditions for the 2025-2027 Incentive and to grant and
exercise rights thereunder, including the approval or amendment of the
20252027 Incentive, the determination of the beneficiaries, the conditions for
granting or exercising the rights and verifying achievement, the rights that
grant the status of beneficiary, the levels of performance for each of the
parameters established as a target, the effects of losing status as an
employee, executive, or executive director of the Company or its Group or of a
change of control, determining the causes for early termination, etc.

b) To draft, sign, and submit to any public or private bodies, the
beneficiaries, or any other party any documents and supplementary
communications that may be necessary or convenient for the purposes of
implementing and executing the 2025-2027 Incentive, granting rights, and
delivering incentives, including, as the case may be, the relevant prior
notice and informational prospectuses.

c) To perform any actions or processes or file any returns before any person,
entity or registry, public or private, in order to obtain authorisations or
verifications as required to grant the rights and to pay the incentives.

d) To adapt the contents of the 2025-2026 Incentive to the corporate
circumstances or transactions that may arise during the term thereof, in the
terms deemed convenient and, to the extent required or recommended by any
legal provisions applicable to any of the beneficiaries, or as may be
necessary for legal, regulatory, operating, or similar reasons, to adapt the
general conditions.

e) To draft and publish any announcements that may be necessary or convenient.

f) To draft, sign, execute, and, as the case may be, certify any type of
document related to the 2025-2027 Incentive.

g) And, in general, to perform as many actions and execute as many documents
as required or convenient for the full validity and effectiveness of the
incorporation, implementation, operation, execution, settlement, and
completion of the 2025-2027 Incentive and the previously adopted resolutions.

AGENDA ITEM TEN

Delegation to the Board of Directors to execute and implement resolutions
adopted by the General Meeting, as well as to substitute the powers entrusted
thereto by the General Meeting, and granting of powers to the Board of
Directors to record such resolutions in a public instrument and register such
resolutions.

1. Delegate to the Company’s Board of Directors the broadest authorities to
adopt such resolutions as may be necessary or appropriate for the execution,
implementation, effectiveness, and successful conclusion of the General
Meeting resolutions and, in particular, for the following acts, without
limitation:

(i) clarify, specify, and complete the resolutions of this General Meeting and
resolve such doubts or aspects as are presented, curing and completing such
defects or omissions as may prevent or impair the effectiveness or
registration of the pertinent resolutions;

(ii) execute such public and/or private documents and carry out such acts,
legal businesses, contracts, declarations, and transactions as may be
necessary or appropriate for the execution and implementation of the
resolutions adopted at this General Meeting; and

(iii) delegate, in turn, to one or more Directors, who may act jointly and
severally, the powers conferred in the preceding paragraphs.

2. Empower the Chief Executive Officer, José Damián Bogas Gálvez, and the
Secretary of the Board of Directors, Borja Acha Besga, in order that any of
them, indistinctly, may: (i) carry out any acts, legal business, contracts and
transactions as may be appropriate in order to register the preceding
resolutions with the Mercantile Registry, including, in particular, inter
alia, the powers to appear before a Notary Public in order to execute the
public deeds or notarial records which are necessary or appropriate for such
purpose, to publish the pertinent legal notices and formalize any other public
or private documents which may be necessary or appropriate for the
registration of such resolutions, with the express power to remedy them,
without altering their nature, scope or meaning; and (ii) to appear before the
competent authorities and entities in relation to any of the resolutions
adopted, in order to carry out the necessary formalities and actions for the
most complete implementation and effectiveness thereof.



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Endesa, S.A.


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