Enel: resolutions of the Shareholders’ Meeting 2022

• Financial statements at December 31^st, 2021 approved and overall dividend of 0.38 euros per share resolved (0.19 euros already paid as interim dividend in January 2022 and the balance of 0.19 euros to be paid in July 2022)
• 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 20^th, 2021
• New Board of Statutory Auditors appointed for 2022-2024
• Long Term Incentive Plan 2022 for Enel Group management and Report on the remuneration policy for 2022 and compensations paid in 2021 approved

Rome, May 19^th, 2022 – The Ordinary Shareholders’ Meeting of Enel S.p.A. (“Enel” or the “Company”), chaired by Michele Crisostomo, was held today in Rome.

Considering the uncertain developments of the COVID-19 pandemic and thus taking into account the ongoing need to minimize travels and risks associated with on-site participation, the Company decided to use the option set forth under Article 106, paragraph 4, of Law Decree no. 18 of March 17^th, 2020, converted with amendments by Law no. 27 of April 24^th, 2020 (as last amended by Law Decree no. 228 of December 30^th, 2021, converted with amendments by Law no. 15 of February 25^th , 2022) and, therefore,  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 67.341376% of Enel’s share capital was represented at the Meeting.

The Shareholders’ Meeting approved Enel’s financial statements at December 31^st, 2021, 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 0.38 euros per share and the distribution of 0.19 euros per share as the balance of the dividend, following the interim dividend of 0.19 euros per share already paid in January 2022 (pursuant to the relevant legislation, the dividend was not distributed to the 4,889,152 treasury shares held by the Company at the “record date”, e.g. at the date of entitlement for the dividend payment, of January 25^th, 2022). 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 20^th, 2022, with the ex-dividend date of coupon no. 36 falling on July 18^th, 2022 and the “record date” falling on July 19^th, 2022.

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 20^th, 2021. 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 the treasury 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 Statutory Auditors, which will be composed of Barbara Tadolini as Chair (as drawn from the minority slate presented by a group of asset management companies and other institutional investors, that obtained the favorable vote of 7.468909% of the share capital represented at the Meeting), as well as of the Regular Statutory Auditors Maura Campra (drawn from the slate presented by the reference shareholder, the Italian Ministry of Economy and Finance (“MEF”), that obtained the majority of votes, equal to 92.164094% of the share capital represented at the Meeting) and Luigi Borrè (appointed in accordance with the legal majorities following the slate vote, on the basis of the candidacy presented on May 9^th, 2022 by the same shareholder MEF). Furthermore, the Shareholders’ Meeting appointed Tiziano Onesti and Carolyn A. Dittmeier (both drawn from the slate presented by the shareholder MEF), as well as Piera Vitali (drawn from the minority slate presented by a group of asset management companies and other institutional investors) as alternate Statutory Auditors. The above-mentioned Board of Statutory Auditors will remain in office until the approval of the 2024 financial statements. The slates of candidates and the further candidacy presented by the MEF, together with the biographies of the new Board of Statutory Auditors are available on Enel’s website (www.enel.com).   

The Shareholders’ Meeting confirmed subsequently a remuneration of 85,000 euros gross per year for the Chair and 75,000 euros gross per year for each of the other regular Statutory Auditors, in addition to the reimbursement of properly documented travel and living expenses incurred in performing the duties of the office.

The Shareholders’ Meeting also approved the Long Term Incentive Plan 2022 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 2022 and the compensations paid in 2021, 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 on the remuneration of the members of the Board of Directors, the General Manager, the Executives with strategic responsibilities and the members of the Board of Statutory Auditors related to the financial year 2022, as well as the procedures used for the adoption and implementation of such policy;
• with a non-binding resolution, the second section of the same Report, which indicates the compensations of the members of the Board of Directors and of the Board of Statutory Auditors, of the General Manager and of the Executives with strategic responsibilities related to the financial year 2021.

The result of the votes on the various items on the agenda is set out in detail in the Annex to this press release.