REG-ENDESA, S.A. AGM Statement

Endesa SAAnnouncement

29/04/2022 17:30

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AGM Statement

 

Borja Acha Besga

Secretary of the Board of Directors

Madrid, April 29, 2022

OTHER RELEVANT INFORMATION

In accordance with the provisions of Article 227 of the Spanish Securities
Market Act, Endesa, S.A. hereby issues notice of the following Information:

The Annual Ordinary General Shareholders’ Meeting of Endesa, celebrated on
the day of today, has approved all proposed resolutions submitted to the vote.

Full text of the adopted resolutions attached:

RESOLUTIONS ADOPTED BY THE GENERAL MEETING

AGENDA ITEM ONE

Approval of the Separate Financial Statements of ENDESA, S.A. (Statement of
Financial Position, Income Statement, Statement of Changes in Equity
—Statement of Recognised Income and Expense and Statement of Total Changes
in Equity—, Statement of Cash Flows and the notes thereto) and of the
Consolidated Financial Statements of ENDESA, S.A. and Subsidiaries
(Consolidated Statement of Financial Position, Consolidated Income Statement,
Consolidated Statement of Other Comprehensive Income, Consolidated Statement
of Changes in Equity, Consolidated Statement of Cash Flows and the notes
thereto), all for the year ended 31 December 2021.

Motion to approve the Separate Financial Statements of ENDESA, S.A. (Statement
of Financial Position, Income Statement, Statement of Changes in Equity
—Statement of Recognised Income and Expense and Statement of Total Changes
in Equity—, Statement of Cash Flows and the notes thereto) and the
Consolidated Financial Statements of ENDESA, S.A. and Subsidiaries
(Consolidated Statement of Financial Position, Consolidated Income Statement,
Consolidated Statement of Other Comprehensive Income, Consolidated Statement
of Changes in Equity, Consolidated Statement of Cash Flows and the notes
thereto), all for the year ended 31 December 2021 and as drawn up by the Board
of Directors at its meeting held on 21 February 2022.

AGENDA ITEM TWO

Approval of the Separate Management Report of ENDESA, S.A. and of the
Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year
ended 31 December 2021.

Motion to approve the Separate Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year
ended 31 December 2021 (except for the Non-financial Statement and
Sustainability Report for the Group included in the Consolidated Management
Report, which will be submitted for a vote under the following agenda item),
such reports as drawn up by the Board of Directors at its meeting held on 21
February 2022.

AGENDA ITEM THREE

Approval of the Non-financial Statement and Sustainability Report of its
consolidated group for the year ended 31 December 2021.

Motion to approve the Non-financial Statement and Sustainability Report of the
consolidated group for the year ended 31 December 2021, as drawn up by the
Board of Directors at its meeting held on 21 February 2022.

AGENDA ITEM FOUR

Approval of the management for the year ended 31 December 2021.

Motion to approve the management for the year ended 31 December 2021.

AGENDA ITEM FIVE

Approval of the proposed distribution of profits for the year ended 31
December 2021 and the consequent distribution of a dividend charged to those
profits and to retained earnings from previous years.

Motion to approve the distribution of profits for financial year 2021, as
formulated by the Board of Directors at its meeting held on 21 February 2022,
for a total of 581,311,022.93 euros, and the consequent distribution of a
dividend charged to those profits and to retained earnings from previous
years, in the following terms:
 Basis of distribution for 2021                 Euros             
 Profit and loss. Profit                        581,311,022.93    
 Retained earnings                              4,795,389,430.94  
 Total                                          5,376,700,453.87  
                                                                  
 Distribution                                                     
 To dividends – Maximum distributable amount    1,521,638,542.55  
 
                                                                
 of 1.4372 euros, gross, per share                                
 
                                                                
 for all shares (1,058,752,117 shares)                            
 To retained earnings                           3,855,061,911.32  
 Total                                          5,376,700,453.87  


On 24 November 2021, the Board of Directors of ENDESA, S.A. approved the
distribution of an interim dividend against 2021 profit in the amount of 0.50
euros, gross, per share. This interim dividend was paid out on 3 January 2022.

The final dividend (0.9372 euros, gross, per share) will be paid on 1 July
2022, charged to the profit for the year 2021 and to retained earnings from
previous years.

AGENDA ITEM SIX

Re-appointment of KPMG Auditores, S.L. as the statutory auditor for the
separate and consolidated financial statements of ENDESA, S.A. for the years
2023, 2024 and 2025.

Motion to re-appoint KPMG Auditores, S.L. as the statutory auditor of the
separate and consolidated financial statements of ENDESA, S.A. for the
2023-2025 period, conferring to the Board of Directors, in the broadest terms,
powers to determine the other terms of the engagement.

This motion is submitted for approval by the General Shareholders' Meeting 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 at Paseo de la Castellana, 259
c, Madrid. Its tax identification number (NIF) is B-78510153. It is only file
with S0702 in the Official Register of Accountants of Instituto de
Contabilidad y Auditoría de Cuentas (Institute of Accounting and Accounts
Auditing) and the Madrid Mercantile Registry, under tome 11.961, sheet
M-188.007.

ITEM SEVEN ON THE AGENDA

Delegation to the Board of Directors, for a period of five years, of the
authority to issue long- and short-term bonds, commercial paper and other
securities, both simple and exchangeable and/or convertible into shares of the
Company, as well as warrants, including authority to exclude the right of
shareholders' preferential subscription rights, though this will be restricted
to 10% of share capital.

Motion to delegate to the Board of Directors the responsibility for issuing
negotiable securities, in accordance with the general regime for issuing bonds
and under the provisions of articles 286, 297, 417 and 511 of the Corporate
Enterprises Act and article 319 of Commercial Registry Regulations, under the
following conditions:

1. The negotiable securities referred to in this delegation may be debentures,
bonds, promissory notes and other debt securities, which may be simple,
exchangeable for outstanding Company shares and/or convertible into newly
issued Company shares. This delegation may also enable responsibility for
issuing warrants or other similar securities that may directly or indirectly
give the right to the subscription or acquisition of shares in the Company,
either newly issued or already in circulation, debentures and bonds
exchangeable for outstanding shares of other companies.

2. The issue of the above-mentioned securities may be undertaken on one or
more occasions within a maximum period of five (5) years from the date of
adoption of this agreement.

3. The delegation includes the determination of the different aspects and
conditions for each issue, including, but not restricted to, nominal value,
type of issue, redemption price, interest rate, exchange ratio, amortisation,
subordination clauses, anti-dilution mechanisms, guarantees of the issue,
admission to trading, applicable legislation, and, in general, any other
condition for the issue, including, where applicable, the appointment of the
commissioner for the bondholders' union, where it is necessary to create or it
is decided to create such a union.

4. The aggregate amount for the issue(s) of securities agreed under this
delegation should not exceed 7,500 million euros or its equivalent in another
currency, of which a maximum of 5,000 million euros may correspond to
promissory notes, including company promissory notes (commercial paper). The
maximum amount will be calculated in accordance with the outstanding balance
for securities issued under the delegation. Also for the purposes of the above
limit, in the case of warrants the sum of premiums and the warrants' exercise
prices for each issue approved under this delegation should be taken into
account.

5. For the purposes of the provisions of article 414 of the Corporate
Enterprises Act, when issuing debentures or bonds convertible into new Company
shares and/or exchangeable for outstanding Company shares, the following bases
and modalities for the conversion and/or exchange should be established:

i) The securities will be convertible into new Company shares and/or
exchangeable for outstanding Company shares in accordance with a conversion
and/or exchange ratio that may be fixed or variable, as determined by the
Board of Directors. The Board of Directors is authorised to determine whether
the securities are convertible and/or exchangeable, as well as to establish
whether they are voluntarily or necessarily convertible and/or exchangeable
and, if they are voluntarily exchangeable, whether it is at the option of the
holder and/or the issuer, as well as the periodicity and deadline which will
be established in the issuance agreement. Where the securities are convertible
and exchangeable, the Board of Directors may agree that the issuer reserves
the right to choose at any time between conversion into new shares or their
exchange for outstanding shares, specifying the nature of the shares to be
delivered at the time of conversion or exchange, and being able to deliver a
combination of newly issued shares with pre-existing shares and even to settle
the difference in cash.

ii) Where a fixed conversion and/or exchange ratio is established, the
securities should be valued at their nominal amount and the shares at the
fixed exchange rate established by the Board of Directors' agreement that
makes use of this delegation, or at the exchange rate to be determined on the
date or dates indicated in this agreement and based on the listing price for
the Company's shares on the date or dates or period or periods that taken as a
reference, with or without discount and, in any case, with a minimum that may
not be less than (i) the arithmetic average for the closing prices of the
Company's shares on the Spanish Continuous Market during the period to be
determined by the Board of Directors, which should be not more than three
months or less than fifteen days prior to the date of the Board of Directors
meeting at which, making use of this delegation, the issuance of the
securities is approved; and (ii) the closing price for the shares on the same
Continuous Market on the day prior to this meeting of the Board of Directors.
The maximum discount applicable to this minimum price may not exceed 25%.

iii) In the event of a variable conversion and/or exchange ratio, the
securities should also be valued at the nominal amount and the share price for
the purposes of conversion and/or exchange should be the arithmetic average
for the closing prices of the Company's shares on the Spanish Continuous
Market for a period to be determined by the Board of Directors, and which
should not be more than three months and less than five days before the date
of conversion and/or redemption, with a premium or a discount on that share
price as applicable. The premium or discount may be different for each date of
conversion and/or exchange for each issue (or, where appropriate, each segment
of an issue), although in the case of a discount on the price per share, this
may not exceed 25%.

iv) In accordance with the provisions of article 415 of the Corporate
Enterprises Act, bonds may not be converted into shares when the nominal value
of former is lower than that of the latter. Convertible bonds may also not be
issued for an amount lower than their nominal value.

v) Where conversion and/or exchange is applicable, the fractions of the share
which may correspond to the holder of the debt securities should be rounded
down by default to the whole number immediately below, and each holder should
receive any difference there may be in such a case in cash.

When an issue of bonds or convertible and/or exchangeable bonds is approved
under this authorisation, the Board of Directors should comply with the
provisions of article 414 of the Corporate Enterprises Act.

With regard to issuing warrants or other securities of a similar nature that
give the right to acquire or subscribe to Company shares, the Board of
Directors is authorised to determine the broad criteria applicable to the
exercise of rights to subscription or acquisition of Company shares included
in these securities, applying with regard to such issues the criteria
established in paragraph 5 governing the valuation of shares, with any
necessary adaptations required for them to be compatible with the legal and
financial regime for this class of securities.

6. The delegation to the Board of Directors also includes, but is not
restricted to, the following responsibilities:

i) The authority to increase capital by as much as is required to meet
requests for conversion and subscription. This authority may only be exercised
to the extent that any increase in share capital approved by the Board should
not exceed the unused limit authorised by the General Shareholders' Meeting
under the provisions of article 297.1 b) of the Corporate Enterprises Act,
although this authority will be restricted to a maximum of 10% of the share
capital where the issuance of convertible securities excludes shareholders'
preferential subscription rights. The authorisation to increase capital
includes authorisation to issue and put into circulation, on one or more
occasions, the shares necessary to complete the conversion or subscription, as
well as to modify the article in the Bylaws regarding the amount of share
capital.

ii) The authority to exclude all or part of shareholders' preferential
subscription rights when this is necessary to be able to capture financial
resources in Spanish or international markets or as required by social
interest. In any case, if the Board of Directors decides to exclude
preferential subscription rights with regard to a specific issue of securities
that it may decide to make under this authorisation, when the issuance is
approved it will present a report detailing the specific reasons with regard
to social interest that justify this measure, which will be subject, where
applicable, to the corresponding report by an independent expert. The report
by the Board of Directors and, where applicable, by the independent expert,
referred to in paragraphs a) and b) of article 417.2 of the Corporate
Enterprises Act, should be made available to shareholders and should be
communicated at the first General Meeting to be held after the adoption of the
issuance agreement.

iii) The authority to develop and specify the terms, conditions and modalities
for the conversion, exchange and/or exercise of rights to subscription and/or
acquisition of shares, resulting from the securities to be issued, taking into
account the criteria established in section 5 above, and, in general, any
circumstances and conditions that may be necessary or suitable for the issue.

7. The Board of Directors is also authorised to ensure, on behalf of the
Company, the issue of the securities referred to in paragraph 1 above by
companies belonging to its group.

8. The Board of Directors is authorised to request admission to trading on
official or unofficial secondary markets, whether or not they are organised,
whether domestic or foreign, for bonds or other securities to be issued by the
Company by virtue of this delegation, extending this responsibility with
express authorisation for replacement by the Chief Executive Officer, to
complete the necessary formalities and actions required for admission to
trading before the competent bodies responsible for the different domestic and
foreign securities markets.

It is hereby expressly declared for the record that, where the delisting of
the securities issued by virtue of this delegation is subsequently applied
for, the latter should be adopted with the same formalities being applicable
and, in this case, the interests of any shareholders or bondholders who object
to or do not vote in favour of the resolution should be guaranteed in
compliance with the requisites established by the Corporate Enterprises Act
and ancillary provisions, all of which in accordance with the provisions of
the Spanish Securities Market Act and provisions for the implementation of the
same. It is also expressly declared that Company is subject to any regulations
that exist or may exist in the future with regard to Stock Exchanges and,
especially, with regard to contracting, minimum duration and exclusion from
trading.

The Board of Directors is authorised to sub-delegate to the Chief Executive
Officer, with express powers of replacement, the delegated authority referred
to in this agreement under the provisions of article 249 bis l) of the
Corporate Enterprises Act.

AGENDA ITEM EIGHT

Re-election of José Damián Bogas Gálvez as executive director of the
Company.

Motion to re-elect José Damián Bogas Gálvez as director of the Company,
upon the recommendation of the Appointments and Remuneration Committee, for
the four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the
director is considered to be executive.

The report on this motion and the biographical summary of Mr Bogas are
available to shareholders on the Company's website.

AGENDA ITEM NINE

Re-election of Francesco Starace as proprietary director of the Company.

Motion to re-elect Francesco Starace as director of the Company, upon the
recommendation of the Appointments and Remuneration Committee, for the
four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the
director is considered a proprietary director.

The report on this motion and the biographical summary of Mr Starace are
available to shareholders on the Company's website.

AGENDA ITEM TEN

Appointment of Francesca Gostinelli as proprietary director of the Company.

Motion to appoint Francesca Gostinelli as director of the Company, upon the
recommendation of the Appointments and Remuneration Committee, for the
four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the
director is considered a proprietary director.

The report on this motion and the biographical summary of Ms Gostinelli are
available to shareholders on the Company's website.

AGENDA ITEM ELEVEN

Appointment of Cristina de Parias Halcón as independent director of the
Company.

Motion to appoint Cristina de Parias Halcón as director of the Company, upon
the recommendation of the Appointments and Remuneration Committee, for the
four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the
director is considered an independent director

The report on this motion and the biographical summary of Ms Parias are
available to shareholders on the Company's website.

AGENDA ITEM TWELVE

Setting the number of members of the Board of Directors at 12.

Motion to set the number of members of the Board of Directors at 12.

AGENDA ITEM THIRTEEN

Binding vote on the Annual Report on Director Remuneration.

Motion to approve the Annual Report on Director Remuneration for 2021.

AGENDA ITEM FOURTEEN

Approval of the Director Remuneration Policy for 2022–2024.

Motion to approve, in due consideration of the reasons stated in the specific
report drawn up by the Appointments and Remuneration Committee, the Director
Remuneration Policy for 2022–2024, under the terms set forth in the document
made available to shareholders on the Company's website as from the
publication date of the meeting notice.

AGENDA ITEM FIFTEEN

Approval of the 2022–2024 Strategic Incentive (which includes payment in
Company shares).

Motion to approve the long-term variable remuneration plan known as the
“2022–2024 Strategic Incentive” (the “2022–2024 Incentive”), which
includes payment in shares of the Company, insofar as its beneficiaries
include the executive director of ENDESA, S.A., with the following main
features:

1. The 2022–2024 Incentive is a long-term remuneration system whose main
purpose is to reward the contribution made to the sustainable fulfilment of
the Strategic Plan by people holding positions of considerable responsibility.

2. The 2022–2024 Incentive is aimed at the executive director and other
Endesa Group directors with strategic responsibility, as determined by the
Board of Directors.

3. The performance measurement period for the 2022–2024 Incentive will be
three years running from 1 January 2022.

4. The 2022–2024 Incentive provides for the allocation of an incentive to
beneficiaries comprising the right to receive: (i) a number of ordinary shares
of ENDESA, S.A. (the “Shares”) and (ii) a cash amount, pegged to a base
incentive (target), subject to the conditions and possible variations under
the Plan mechanism.

With respect to the total incentive accrued, the Plan envisages up to 50% of
the target incentive to be disbursed entirely in Shares.

The amount of money to be paid is calculated as the difference between the
total amount of the accrued incentive and the part payable in Shares.

In the event that the maximum number of Shares is not a whole number, the
number of Shares to be allotted to each recipient will be determined by
rounding the amount to the nearest whole number (rounding downward up to 0.49
and upward above 0.49).

5. The accrual of the 2022–2024 Incentive is linked to the fulfilment of
five targets during the performance period:

a) Performance of the average Total Shareholder Return (TSR) of ENDESA, S.A.
in relation to the performance of the average TSR of the Euro-Stoxx Utilities
index, selected as the benchmark for the peer group. This parameter will be
weighted at 50% of the 2022–2024 Incentive.

b) Target for the cumulative Return on Average Capital Employed during the
accrual period. Endesa's cumulative ROACE target represents the relationship
between cumulative Ordinary Profit from Operations (ordinary EBIT) and average
Net Capital Invested (NCI) during the 2022–2024 period.

This parameter will be weighted at 25% of the total 2022–2024 Incentive.

c) Net installed capacity from renewable sources, represented as the
relationship between net installed capacity from renewable sources and total
net installed capacity at ENDESA in 2024. This parameter will be weighted at
10% of the total 2022–2024 Incentive.

d) Reduction in CO(2) emissions at the Endesa Group in. This parameter will be
weighted at 10% of the total 2022–2024 Incentive.

e) Percentage of women in the management succession plans in 2024. This
parameter will be weighted at 5% of the total 2022–2024 Incentive.

A threshold level beyond which the target is considered to have been met and
two performance levels for targets that have been overachieved is established
for each target: performance beyond the first level equals 150% of the base
incentive (target); and performance beyond the second level constitutes
maximum achievement of 180% of the base incentive (target). Therefore, the
variable remuneration that can accrue under the 2022–2024 Incentive will
range from 0% to 180% of the base incentive (the base incentive (target)
equals 100% achievement).

6. The base incentive (target) assigned to each beneficiary under the
2022–2024 Incentive will be as provided in their individual contracts, if
addressed therein, or otherwise in the relevant Group policy defining
different target percentage levels based on the subject's level of
responsibility.

A maximum of 108,025 Shares may be delivered under the 2022–2024 Incentive.
This maximum volume of shares represents 0.01020% of the share capital of
ENDESA, S.A. at the date on which this motion is put forward.

For the Chief Executive Officer, the base incentive (target) will be 518,000
euros, and the maximum number of shares to which they will be entitled will be
13,323.

7. Both payment by delivery of shares and payment in cash shall be subject to
the payment and deferral rules set out in the Remuneration Policy and
established by the Board of Directors and, in particular, to any applicable
malus and clawback clauses.

8. It is resolved to delegate to the Board of Directors, with express power to
sub-delegate, the authority to implement at the time and in the manner it
deems most desirable, formalise, amend and execute the 2022–2024 Incentive,
adopting all resolutions and executing as many public or private documents as
may be necessary or desirable to ensure the full effectiveness thereof, with
the power also to change, rectify, amend and supplement and, in general, to
adopt any resolutions and perform any actions necessary or merely desirable
for the effective implementation and operation of the 2022–2024 Incentive,
including, without limitation, the following powers:

a) To set specific conditions for the 2022–2024 Incentive and to grant and
exercise rights thereunder, including the approval or amendment of the
2022–2024 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 before any public or private bodies, the
beneficiaries or any other party, any documents and supplementary
communications which may be necessary or desirable for the purposes of
implementing and executing the 2022–2024 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 filing any returns to 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 2022–2024 Incentive to the corporate
circumstances or transactions that may arise during the term thereof, in the
terms deemed desirable 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 otherwise
desirable.

f) To draft, sign, execute and, as the case may be, certify any type of
document related to the 2022–2024 Incentive.

g) And, in general, to perform as many actions and execute as many documents
as required or desirable for the full validity and effectiveness of the
incorporation, implementation, operation, execution, settlement and completion
of the 2022–2024 Incentive and the previously adopted resolutions.

AGENDA ITEM SIXTEEN

Delegation to the Board of Directors of authority to execute and implement the
resolutions adopted at the General Meeting, as well as to sub-delegate the
powers that the General Meeting entrusts to the Board, and granting of powers
to the Board of Directors to file and notarise such resolutions in public
instrument.

1. Motion to 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) to clarify, specify and finalise the resolutions of this General Meeting
and to resolve any doubts or issues presented, remedying defects and omissions
which may prevent or impair the effectiveness or registration of the pertinent
resolutions,

(ii) to execute such public and/or private documents and carry out such acts,
legal business, 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) to sub-delegate, to one or more directors, who may act jointly and
severally, the powers conferred in the preceding paragraphs.

2. To vest powers in the Chief Executive Officer, José Damián Bogas Gálvez,
and in the Secretary of the Board of Directors, Borja Acha Besga, so that
either of them may, indistinctly: (i) carry out as many acts, legal business,
contracts and operations as may be appropriate in order to file the foregoing
resolutions at the Companies Registry, including, in particular and among
other powers, authority to appear before notary public to execute the
necessary public instruments or notarial deeds, to publish the corresponding
announcements and to execute any other public or private document that may be
necessary or advisable for the filing of such resolutions, with express
authority also to correct them, without altering their nature, scope or
meaning; and (ii) appear before the competent authorities and entities in
relation to any of the resolutions adopted, in order to carry out any
formalities and take any action necessary for their full implementation and
effectiveness.

Secretary of the Board of Directors

Endesa, S.A. with its registered address at Calle Ribera del Loira, 60,
Madrid. Registered in the Madrid Trade & Companies Register on sheet
M-6405, volume 323, page 1, Company Tax ID (CIF) A28023430      



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ENDESA, S.A.


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