Enel Shareholders’ Meeting approves 2019 financial statements and appoints new Board of Directors

• Financial statements at December 31^st, 2019 approved and overall dividend of 0.328 euros per share resolved (0.16 euros already paid as interim dividend in January 2020 and the balance of 0.168 euros to be paid in July 2020)
• Authorization for the acquisition and disposal of company’s treasury shares renewed, upon revocation of the authorization granted by the Shareholders’ Meeting held on May 16^th, 2019
• New Board of Directors appointed for 2020-2022 term
• 2020 Long-Term Incentive Plan for Enel Group management and Report on the remuneration policy for 2020 and compensations paid in 2019 approved

Rome, May 14^th, 2020 – The Ordinary Shareholders’ Meeting of Enel S.p.A. (“Enel” or the “Company”), chaired by Patrizia Grieco, was held today in Rome.

Considering the current health emergency related to COVID-19 and taking into account law and regulatory provisions enacted for the containment of the contagion, pursuant to Article 106, paragraph 4, of Law Decree no. 18 of March 17^th, 2020 (converted by Law no. 27 of April 24^th, 2020), participation of those entitled to attend and vote in the Shareholders’ Meeting took place exclusively through the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24^th, 1998. Upon the start of the works, around 70.831278% of Enel’s share capital was represented at the Meeting.

The Shareholders’ Meeting approved Enel’s financial statements at December 31^st, 2019, while the consolidated financial statements and the consolidated non-financial statement of the Enel Group, both referred to the same financial year, were presented.

Acting on a proposal of the Board of Directors, the Shareholders’ Meeting also approved an overall dividend of 0.328 euros per share and the distribution of 0.168 euros per share as the balance of the dividend, following the interim dividend of 0.16 euros per share already paid in January 2020 (pursuant to the relevant legislation, the dividend was not distributed to the 1,549,152 treasury shares held by the Company at the “record date” of January 21^st, 2020). The balance of the dividend will be paid – net of the treasury shares that will be held by Enel at the “record date” indicated here below and before withholding tax, if any – from July 22^nd, 2020, with the ex-dividend date of coupon no. 32 falling on July 20^th, 2020 and the “record date” (the date of entitlement for the dividend payment) falling on July 21^st, 2020.

Enel Shareholders’ Meeting also renewed the Company’s Board of Directors authorization for the acquisition and subsequent disposal of up to a maximum of 500 million Enel shares, representing around 4.92% of the Company’s share capital, for a total outlay of up to 2 billion euros, upon revocation of the previous similar authorization granted by the Ordinary Shareholders’ Meeting held on May 16^th, 2019. The acquisition of the Company’s treasury shares has been authorized for 18 months from today’s Shareholders’ Meeting resolution. Conversely, no time limit has been set for the disposal of any shares purchased. The Shareholders’ Meeting also defined, in accordance with the Board of Directors’ proposal, purposes, terms and conditions of the acquisition and disposal of the Company’s treasury shares, specifically identifying the rules for calculating the purchase price, as well as the operational rules concerning the execution of the purchasing transactions.    

The Shareholders’ Meeting also appointed the new Board of Directors, whose term will expire with the approval of the financial statements for 2022. The new Board is composed of:

·         Michele Crisostomo (appointed as Chair) ^{([1]), (3)}

·         Francesco Starace ⁽¹⁾

·         Cesare Calari ^{(2), (3)}

·         Costanza Esclapon de Villeneuve ^{(1), (3)}

·         Samuel Georg Friedrich Leupold ^{(2), (3)}

·         Alberto Marchi ^{(1), (3)}

·         Mariana Mazzucato ^{(1), (3)}

·         Mirella Pellegrini ^{(1), (3)}

·         Anna Chiara Svelto ^{(2), (3)}.

The slates from which the members of the new Board of Directors were drawn and their biographies are available on Enel’s website (www.enel.com).

The Shareholders’ Meeting confirmed in 80,000 euros gross per year the remuneration for each member of the Board of Directors, in addition to the reimbursement of the expenses incurred in relation to their office, upon presentation of the related supporting documentation.

The Shareholders’ Meeting also approved the Long Term Incentive Plan for 2020 reserved to the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code.

Finally, concerning the Report on the remuneration policy for 2020 and the compensations paid in 2019, the Shareholders' Meeting approved, in compliance with the relevant legislation:

·         with a binding resolution, the first section of the above Report, which illustrates the policy adopted by the Company regarding the remuneration of the members of the Board of Directors, the General Manager, the Managers with strategic responsibilities and the members of the Board of Statutory Auditors with reference to 2020;

·         with a non-binding resolution, the second section of the same Report, which indicates the compensations paid to the members of the Board of Directors and the Board of Statutory Auditors, to the General Manager and to the Managers with strategic responsibilities in 2019 or related to it.

(¹)  Member drawn from the slate filed by the shareholder Italian Ministry of the Economy and Finance, that obtained the minority of votes expressed by the share capital represented at the Shareholders’ Meeting (as indicated in the Annex to this press release). 

(²) Member drawn from the slate filed by a group of mutual funds and other institutional investors, that obtained the majority of votes expressed by the share capital represented at the Shareholders’ Meeting (as indicated in the Annex to this press release).

(³) The Director declared to hold the independence requirements provided for by both legislation (art. 147-ter par. 4 and art. 148 par. 3 of Italy’s Consolidated Financial Act) and by article 3 of the 2018 edition of the Italian Corporate Governance Code.