Enel launches a sustainability-linked share buyback program serving its Long-Term Incentive Plan 2022

• The program provides for the purchase of 2.7 million treasury shares, equivalent to approximately 0.027% of Enel’s share capital
• In line with Enel’s commitment to a sustainable development model, the purchase price of the shares from the intermediary will be linked to the achievement of the performance objective of the LTI Plan 2022 represented by the direct greenhouse gas emissions (Scope 1) per KWh equivalent produced by the Enel Group in 2024

Rome, June 16^th, 2022 – Enel S.p.A. (“Enel” or the “Company”) announces that the Board of Directors of the Company, implementing the authorization granted by the Shareholders’ Meeting of May 19^th, 2022 and in compliance with the relevant terms already disclosed to the market, has approved today the launch of a share buyback program, for a number of shares equal to 2.7 million (the “Program”), equivalent to approximately 0.027% of Enel’s share capital.

The Program, the duration of which will run from June 17^th until no later than September 19^th, 2022, is designed to serve the Long-Term Incentive Plan 2022 reserved to the management of Enel and/or of its subsidiaries pursuant to Article 2359 of the Italian Civil Code (“LTI Plan 2022”), which was also approved by the Shareholders’ Meeting on May 19^th, 2022.

Taking into account the closing price of Enel's shares on June 15^th, 2022 on the Euronext Milan market organized and managed by Borsa Italiana S.p.A., equal to 5.56 euros, the potential disbursement related to the execution of the Program is estimated at approximately 15 million euros.

For the purposes of executing the Program, Enel has appointed an authorized intermediary which will take decisions on purchases, also in relation to their timing, in full independence, and in compliance with daily price and volume limits consistent with both the authorization granted by the Shareholders’ Meeting of May 19^th, 2022 and with the provisions of Article 5 of Regulation (EU) No. 596/2014 on market abuse and Article 3 of Delegated Regulation (EU) No. 2016/1052. In particular, the purchase price of the shares shall not be more than 10% lower or higher than the official price recorded by Enel’s shares on the Euronext Milan market in the trading day preceding each individual transaction and, in any case, shall not exceed the higher between the price of the last independent trade and the highest current independent purchase bid on the Euronext Milan market. Furthermore, the daily volume of purchases shall not exceed 25% of the average daily volume of Enel shares traded on the Euronext Milan market in the 20 trading days preceding the date of purchase.

In line with Enel’s commitment to a model of sustainable development, the mandate to the intermediary  also provides for a reward mechanism - reflected in the price at which the Company repurchases the shares from the intermediary - linked to the achievement by the Enel Group of the target value of the performance objective of the LTI Plan 2022 represented by the direct greenhouse gas emissions (Scope 1) per KWh equivalent produced by the Enel Group in 2024. 

Purchases will be made on the Euronext Milan market, so as to ensure equal treatment of shareholders, in compliance with Article 144-bis, paragraph 1, letter b) of Consob Regulation No.11971/1999, as well as in accordance with the provisions of the aforementioned Regulation (EU) No. 596/2014 on market abuse and Article 3 of Delegated Regulation (EU) No. 2016/1052.

The purchase transactions carried out will be communicated to CONSOB and to the market, in detailed and aggregate form, within the terms and in the manner set out in Article 2 of Delegated Regulation (EU) 2016/1052.

As of today’s date, Enel holds 4,889,152 treasury shares in its portfolio, equal to approximately 0.048% of the share capital, while its subsidiaries do not hold any Enel shares. It should be noted that, in accordance with the resolution adopted today by the Company’s Board of Directors, in addition to the 2.7 million shares to be purchased under the Program, the treasury shares in portfolio already purchased to serve the similar Long-Term Incentive Plan 2019 and not used upon the final assessment of such Plan will be also used to serve the LTI Plan 2022.