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REG-Endesa, S.A. Related-Party Transactions Reporting

Endesa SAAnnouncement

07/05/2025 07:00

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Related-Party Transactions Reporting

Borja Acha Besga

Secretary of the Board of Directors

Madrid, 6 May 2025

Pursuant to Article 227 of the Spanish Securities Market Act, Endesa, S.A.
hereby reports the following relevant information:

Related-Party Transactions Reporting

Endesa reports related-party transactions entered into with its controlling
shareholder Enel S.p.A., its corporate group and related counterparty of Enel,
in accordance with the provisions of articles 529 unvicies and 529 tervicies
of the Corporate Enterprises Act, which establishes the obligation of
companies to publicly report, no later than the time they are entered into,
the related-party transactions carried out by it or its subsidiaries with the
same counterparty in the last twelve months, and which amount to or exceed:
(a) 5 per cent of the total assets or (b) 2.5 per cent of the annual turnover.

In meetings held June 2024, July 2024, October 2024, November 2024, Decembre
2024, January 2025 and May 2025 , , the Board of Directors approved the
related-party transactions described below, exceeding the limit established in
article 529 unvicies of 2.5% of annual turnover.

I. LIST OF RELATED PARTY TRANSACTIONS CARRIED OUT WITH THE ENEL GROUP

1. ADDENDUM TO THE GRID BLUE SKY PLATFORM SOFTWARE LICENSE AGREEMENT BETWEEN
E-DISTRIBUCIÓN REDES DIGITALES S.L. AND ENEL GRIDS S.R.L.

2. CONTRACT BETWEEN ENDESA INGENIERÍA AND E-DISTRIBUZIONE FOR THE PROVISION OF
DIELECTRIC FLUID ANALYSIS SERVICES IN POWER TRANSFORMERS

3. TRANSACTIONS INVOLVED IN THE GAS SALES AND PURCHASES BETWEEN ENDESA ENERGÍA,
S.A.U. AND ENI GLOBAL ENERGY MARKETS SPA

4. FRAMEWORK AGREEMENT BETWEEN EDISTRIBUCIÓN REDES DIGITALES, S.L.U. AND
GRIDSPERTISE S.R.L. FOR THE SUPPLY OF METERS

5. TRANSACTION CONSISTING OF THE PHYSICAL PURCHASE OF FUEL OIL BY ENDESA
GENERACIÓN, S.A.U. FROM ENI TRADE & BIOFUELS, S.P.A.

6. CONTRACTS FOR THE PROVISION OF TECHNICAL AND MANAGEMENT SUPPORT SERVICES
BETWEEN THE ENEL GROUP AND ENDESA FOR 2025

7. TRANSACTION INVOLVING THE RENEWAL OF THE INSURANCE MANDATE AND THE ASSOCIATED
SERVICES INCLUDED IN THE TECHNICAL AND MANAGEMENT SUPPORT SERVICE CONTRACTS
WITH ENEL SPA

8. PROVISION OF SERVICES BY THE COMPANIES ENDESA, S.A., ENDESA MEDIOS Y SISTEMAS,
S.L., AND EDISTRIBUCIÓN REDES DIGITALES, S.L. TO ENEL IBERIA, S.L.U. AND ENEL
GLOBAL TRADING S.P.A.

9. RENEWAL OF THE JOINT MANAGEMENT AGREEMENT FOR SHIPPING AND CONTRACTS FOR LNG
BETWEEN ENDESA ENERGÍA AND ENEL GLOBAL TRADING FOR 2025

10. TRANSACTION CONSISTING OF SPOT PURCHASES OF FUEL OIL BY ENDESA GENERACIÓN SAU
FROM ENI TRADE & BIOFUELS SPA FOR THE CANARY ISLANDS IN 2025

11. TRANSACTION CONSISTING OF THE RECHARGE OF EXPATRIATE PERSONNEL SECONDMENT
COSTS BETWEEN ENDESA GROUP COMPANIES AND ENEL GROUP COMPANIES

12. PROVISION OF SUPERVISION SERVICES FOR TELEPHONE CUSTOMER SERVICES,
TELEMARKETING, AND DIGITAL CHANNELS, INCLUDING INVOICING, COLLECTION, CLAIMS,
AND SALES QUALITY CONTROL CARRIED OUT BY ENEL COLOMBIA, S.A. ESP FOR ENDESA
ENERGÍA, S.A., AND ENDESA OPERACIÓN Y SERVICIOS COMERCIALES, S.L.U. (EOSC),
ON THE OFFSHORE PLATFORMS LOCATED IN COLOMBIA AND PERU

13. TRANSACTION CONSISTING OF THE FORMALISATION OF A CREDIT LINE BY ENDESA S.A.
WITH ENEL FINANCE INTERNATIONAL N.V FOR UP TO €1.5 BILLION

14. ENDESA, S.A.’s ACCESSION TO THE DYNAMIC ACCOUNTING PLATFORM (DAP CONSORTIUM)

15. TRANSACTION CONSISTING OF THE PURCHASE BY ENDESA GENERACIÓN S.A.U. FROM
ENDESA GENERACIÓN CHILE, S.A. OF COMBINED CYCLE TURBINE BLADES

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.

II. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE REPORTS

The Audit and Compliance Committee has issued a report for each related party
transaction in which it has concluded that the transactions entered into are
fair and reasonable from the point of view of Endesa and the shareholders
apart from the related party.

In addition, for all related transactions there is at least one independent
expert's report that has concluded that the transactions between Enel and
Endesa are fair and reasonable from the point of view of Endesa and
non-related party shareholders.

III. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE NON-TERMINATING ADDENDUM TO THE GRID BLUE SKY PLATFORM
SOFTWARE LICENSE AGREEMENT BETWEEN E-DISTRIBUCIÓN REDES DIGITALES S.L. AND
ENEL GRIDS S.R.L.

Report of the Audit and Compliance Committee on the fairness and
reasonableness of the non-terminating addendum to the Grid Blue Sky platform
software license agreement between E-Distribución Redes Digitales S.L. and
Enel Grids S.r.l.

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529 duovicies of
the amended and restated Spanish Capital Corporations Law, as approved by
Royal Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee hereby , issues this Report to assess whether the transaction is
fair and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529 unvicies, paragraph 3, the Report issued and,
as the case may be, published by Endesa’s Audit and Compliance Committee,
must at least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

Furthermore, Endesa has developed its own internal regulatory framework in
this area, which includes, inter alia, a Related-Party Transaction Regulations
approved by the Board of Directors, as well as a Related-Party Transaction
Operating Procedure approved by the Audit and Compliance Committee,
implementing the guidelines set forth in the Regulations and defining the
proceedings, functions and responsibilities relating to the general rules on
requests for and the approval, publication and monitoring of related-party
transactions. These regulations have been applied in this case.

II. OVERVIEW OF THE TRANSACTION

a) Background for the transaction:

A significant feature of electricity distribution in Spain is that it is a
regulated and asset-intensive activity. The main functions that distributors
typically undertake include the following: (i) building, maintaining and
operating installations; (ii) meeting new demands for electricity supply;
(iii) ensuring supply and maintaining quality of service; and (iv) addressing
access and connection requests.

E-Distribución Redes Digitales, S.L. (EDRD) is the largest subsidiary of
Endesa, S.A. in the Infrastructure and Grids business. EDRD distributes
electricity through a grid of 315,000 km to upwards of 12 million customers.

The Grid Blue Sky project came about in response to the challenges posed by
the energy transition, in which the distribution grid manager plays a central
role. To address these challenges, it was acknowledged that a technological
change would be needed in order to unlock the efficiencies of emerging
technologies, such as big data and artificial intelligence, as well as an
operational and organizational change allowing for efficiency gains in the
redesign and optimization of processes.

In an era in which data is essential for sound strategic management,
E-Distribución Redes Digitales, S.L. has faced the digital challenge of
managing and leveraging this data to benefit society, considering the digital
revolution that has been taking place in recent years, focusing on digital
platforms that offer significant advantages. This challenge becomes even more
pressing when we consider the speed with which companies must adapt to the
continuous changes in this new environment. In response to this need for rapid
change, E-Distribución Redes Digitales, S.L. targeted a strategy of migrating
towards these new technologies.

The Grid Blue Sky project was an example of digitalization based on the
platform model, in that it would provide the necessary technological
foundation from which to strengthen the processes of E-Distribución Redes
Digitales, S.L. by making them more secure, flexible, efficient and robust.

In this context, on 9 May 2022, Endesa’s Board of Directors approved the
licensing, by E-Distribución Redes Digitales S.L. from Enel Grids S.r.l.
(formerly Enel Global Infrastructure and Networks, S.r.l.), of use of the Grid
Blue Sky platform, for the period running from 10 May 2022 to 31 December
2030, in exchange for €144.4 million. The parties agreed, within the first
three years of validity of the initial agreement, to carry out a full review
of the operation and effectiveness of the entire platform and of each of its
solutions, with a view to, as the case may be, renegotiating the terms and
conditions of the agreement based on the proposals put forward by Endesa
Distribución.

b) Purpose and amount of the transaction

This transaction concerns an addendum amending the existing software license
agreement under which Enel Grids S.r.l. authorizes E-Distribución Redes
Digitales, S.L. to use the Grid Blue Sky platform. Among other amendments, the
addendum reduces the number of solutions contracted from 35 to 21, and also
reduces the amount of the consideration payable from €144.4 million to
€102.6 million.

This non-terminating addendum has been drawn up under the terms of the initial
agreement, which provided that a review would be carried out within the first
three years of the term, with the possibility of prioritizing and/or
eliminating solutions that were found to be no longer applicable, thereby
excluding their related costs from the license by means of a good faith
agreement entered into between the parties.

In this context, the parties have proposed and agreed to the following
amendments to the Agreement, which will take effect, as applicable, through
the inclusion of new Annexes 1, 2, 3 and 5 to the Agreement:

* Annex 1: Narrowing of the scope of the Agreement: the number of technological
solutions is reduced from 35 to 21.

* Annex 2: Extension of the adaptation period for three solutions (among the 21
proposed) so that they can be fully adapted to the needs of E-Distribución
Redes Digitales, S.L.

* Annex 3: Reduction of the total license fee to reflect the new scope and
solutions.

* Annex 5: The setting up of the three following groups of solutions, in order
to improve regulatory assessment:

* Digitalization of control offices.

* Technical systems associated with digitalization.

* Traditional technical systems.

The Addendum, once approved, will also amend Clause 7.4 of the Agreement, in
order to extend the review period of the terms and conditions of the
Agreement, such that the three-year period in which the parties may carry out
such a review will begin to run from the effective date of the Addendum.

The term of the Agreement will not be altered due to the execution of the
Addendum, i.e. it will remain in effect until 31 December 2030, as will all
other terms and conditions.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA:

The company providing the services: Enel Grids S.r.l. (“EG”) is a fully
owned subsidiary of Enel S.p.A, and therefore a member company of the Enel
Group.

The company receiving the services: E-Distribución Redes Digitales, S.L.,
(“EDRD”), a fully owned subsidiary of Endesa SA.

Enel SpA is the sole shareholder of Enel Iberia S.L, which is in turn a
shareholder of Endesa S.A, with a 70.101% stake. Related-party transactions
are those entered into by Endesa or its subsidiaries with shareholders of
Endesa who hold 10% or more of the voting rights or who are represented on the
Board of Directors, as well as with any other persons considered as parties
related to Endesa, in accordance with International Accounting Standards.
Therefore, all transactions entered into by Endesa or its subsidiaries and
Enel or its subsidiaries (excluding the Endesa Group) shall be considered
related-party transactions.

Enel and its subsidiaries (excluding the Endesa Group) and Endesa and its
subsidiaries are considered “the same counterparty” for the purposes of
determining the thresholds for related-party transaction publication. In other
words, the same counterparty is considered both the related person, whether
natural or legal, as well as any other entity under their control and, in the
case of natural persons, their close relatives, as defined in IAS 24.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

a) Strategic and operational rationale of the transaction.

The following points should be made in relation to the non-terminating
addendum, which aligns the project more closely with the business and strategy
of E-Distribución Redes Digitales:

* Amending the terms and conditions of the Agreement so as to align the Grid
Blue Sky project with Endesa Distribución’s business and strategy will
allow Endesa Distribución to: (i) meet its own operational and technological
needs; (ii) maximize the value of the Platform by making the project more
profitable; (iii) increase automation and digitalization and streamline
activities, thus reducing reliance on own and external resources; and (iv)
optimize the development and execution of grid assets, thus reducing the
investment execution period and bringing forward the commissioning of the
assets.

* Therefore, it is fair and reasonable to sign the Addendum for the purpose of
(i) narrowing the scope of the Contract; (ii) lowering the total price to be
paid by Endesa Distribución for obtaining the license to use the Platform;
(iii) extending the adaptation period for three solutions; (iv) establish
broad groups of solutions; and (v) extend the period for reviewing the
functioning of the Solutions.

* Essentially, it is fair and reasonable for the parties to execute this
Addendum, in view of the future needs that Endesa Distribución has identified
for its future distribution grid and considering the potential operational and
economic savings sought by the solution. It should also be noted that the
nature of the transaction is in line with the purpose, values and strategic
plan of Endesa Distribución.

b) Economic rationale. Methods used

The arm’s length price of the Related-Party Transaction has been analyzed as
outlined below:

1. The economic reasonableness of the transaction as a whole with the
non-terminating addendum has been considered:

In order to determine the arm’s length consideration of a transaction
carried out between related entities, it is necessary to first determine
whether there is a sufficient commercial basis to justify the existence of the
transaction, i.e. to assess whether, as two independent entities, they would
have had a rational economic motivation for entering into the transaction and
to establish its consideration (paragraph 1.123 of the OECD Guidelines).

The transaction as a whole makes complete economic sense for Endesa.

2. The benefit obtained by EDRD from a license to use this platform has been
examined. The platform will provide EDRD with both quantitative and
qualitative benefits.

As regards the quantitative benefits, following the amendments to the
agreement, the business plan will allow for material economic benefits over
the 2022-2030 period, stemming from the optimization of the development of
grid assets, by shortening the execution period of the investments and
bringing forward their entry into service. These benefits will yield a return
more closely aligned with other investments that do not qualify as
related-party transactions. A reduction in stock will also be achieved, thanks
to better visibility and scheduling of material requirements, thus reducing
the need for stockpiled materials.

The qualitative benefits are as described previously.

Therefore, the transaction as a whole makes economic sense for all the related
parties and, if by modifying the Related-Party Transaction, a reduction in the
cost to be incurred by taking part in the project is achieved, it is
reasonable to conclude that such amendments have yielded a benefit for
E-Distribución Redes Digitales and, more precisely, are “fair and
reasonable” for E- Distribución Redes Digitales and, therefore, for Endesa
and its shareholders who are not related parties.

3. The transfer pricing methodology used to determine the consideration of the
Related-Party Transaction was reviewed.

The transfer pricing method used to review compliance with the market value
principle is the Transactional Net Margin Method (“TNMM”), with the Profit
Level Indicator (“PLI”) taken to be the mark-up on budgeted costs applied
by EG as consideration for the granting of the software license.

The non-terminating addendum to the agreement whereby Enel Grids S.r.l. grants
a license to E-Distribución Redes Digitales, S.L. to use the Grid Blue Sky
platform software sets the amount of the consideration at €102.6 M, this
being the sum of two items: The base price plus a 10.7% mark-up. A
benchmarking study has reliably shown that the mark-up determined is
consistent with the markup that would have been obtained by independent
entities under comparable terms and conditions.

The Base Price is determined in accordance with the transfer pricing policy
applied between EG and its related entities (including EDRD), i.e. invoicing
the assignees a portion of EG’s estimated costs from developing and
maintaining the asset.

EG’s costs will be apportioned among Enel Group companies in proportion to
the operating profits expected by each Enel Group company. The resulting
percentage assigned to Endesa is lower than that which would result if other
distribution criteria were applied, such as number of customers or EBITDA.

Accordingly, it is reasonable to conclude that the transfer pricing
methodology defined for this transaction is consistent with the market value
principle.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In analyzing the transaction, the Audit and Compliance Committee has taken
into account the Report prepared by PricewaterhouseCoopers Tax and Legal S.L.
and PricewaterhouseCoopers Asesores de Negocios, S.L. (“PwC”) on the
fairness and reasonableness of the non-terminating addendum to the Grid Blue
Sky platform software license agreement between E-Distribución Redes
Digitales S.L. and Enel Grids S.r.l. PwC issued its Report in its capacity as
an independent expert.

On the date the report was issued, PwC did not maintain any sort of commercial
relationship with the Enel Group or with the Endesa Group that could
compromise its capacity as an independent expert for the purposes of issuing
its Report or that could give rise to a conflict of interest in conducting the
analysis and drawing up the conclusions therein.

The Report drawn up for Endesa’s Audit and Compliance Committee concludes
that the non-terminating addendum to the Grid Blue Sky platform software
license agreement between E-Distribución Redes Digitales S.L. and Enel Grids
S.r.l. is fair and reasonable from the standpoint of Endesa and, in
particular, of shareholders other than the related party, i.e. shareholders
other than the Enel Group.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE:

In accordance with Article 529 duovicies, paragraph 3, of the Capital
Corporations Law, Mr. Stefano De Angelis, who is a shareholder-appointed
director and representative of Enel, was not involved in the preparation of
this Report.

The other members of the Audit and Compliance Committee were involved in
drawing up and agreed to the contents of this Report on the non-terminating
addendum to the Grid Blue Sky platform software license agreement between
E-Distribución Redes Digitales S.L. and Enel Grids S.r.l.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

- The decision to amend the Agreement in order to align the Grid Blue Sky
project to Endesa Distribución’s business and strategy is reasonable, as it
allows Endesa Distribución to: (i) meet its own operational and technological
needs; (ii) maximize the value of the Platform by making the project more
profitable; (iii) increase automation and digitalization and streamline
activities, thus reducing reliance on own and external resources; and (iv)
optimize the development and execution of grid assets, thus reducing the
investment execution period and bringing forward the commissioning of the
assets.

- Following the amendments made to the terms and conditions of the Agreement,
a 29% reduction of the total license cost is obtained, as a result of: (i) a
43% reduction in the CAPEX component of the license and a 7% reduction in the
OPEX component, mainly associated with the prioritization of 21 Solutions to
be implemented and maintained over the term of the Agreement out of the 35
solutions envisaged under the initial Agreement.

- As the amendments made to the Related-Party Transaction result from a
reassessment of the benefits that Endesa Distribución expects to obtain from
its use of the Platform, and given that such reassessment results in a
reduction of the cost to be incurred due to its involvement in the project, it
is reasonable to conclude that such amendments yield a benefit for Endesa
Distribución.

- The cost basis and allocation criteria defined for the purpose of
determining the amount of the Related-Party Transaction are consistent with
the recommendations set out in the OECD Guidelines, as well as with the
contractual terms agreed by the parties and with the methodology employed
under the initial agreement.

- The inclusion of a mark-up by the entity assigning the asset (EG) is also
considered reasonable. This mark-up is consistent with the levels that
independent entities would be willing to agree on in comparable conditions.

- In view of the legal and commercial terms and conditions under which the
Related-Party Transaction is expected to be carried out through the execution
of the Addendum, it can be concluded that the Related-Party Transaction has
been reasonably articulated around contractual terms and conditions similar to
those that could have been agreed by independent parties. Given that the terms
were reached, in this case, by companies belonging to the same group, they
generate benefits for Endesa Distribución, notwithstanding the fact that they
may also create benefits for Enel’s subsidiary i.e., EG. Nevertheless, such
benefits would be justified and would not be disproportionate with respect to
those generated for Endesa Distribución.

In conclusion, and in light of the considerations set out in the independent
experts’ report, the Audit and Compliance Committee concludes that the
non-terminating addendum to the Grid Blue Sky platform software license
agreement between E-Distribución Redes Digitales S.L. and Enel Grids S.r.l.
is fair and reasonable from the standpoint of Endesa and of shareholders other
than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE CONTRACT BETWEEN ENDESA INGENIERÍA AND E-DISTRIBUZIONE
FOR THE PROVISION OF DIELECTRIC FLUID ANALYSIS SERVICES IN POWER TRANSFORMERS

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529 duovicies of
the amended and restated Spanish Capital Corporations Law, as approved by
Royal Legislative Decree 1/2010, of 2 July, Endesa's Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE TRANSACTION

a) Background

To ensure the supply of electricity to end consumers, it is necessary to
invest in new equipment and in the predictive maintenance of those assets
already in operation, including power transformers at substations. These
transformers play a key role in the supply of electricity by converting the
grid voltage and, among other useful functions, ensuring operational safety
and quality of supply.

Transformers need to undergo regular maintenance work, such as fluid
assessments and other inspections, to help prevent any unexpected issues that
might lead to power outages or shorten the useful life of the equipment. This
complex work calls for considerable expertise and electricity distributors
have traditionally relied on the services of external suppliers for these
purposes. However, due to the involvement of both Endesa Ingeniería, S.L. and
E-Distribuzione, S.p.A. in the “Best Practice Sharing Distribution”
project to share experiences in oil analysis, Endesa Ingeniería, S.L. now
centralizes the analytical services at its laboratory, thus harmonizing costs
and quality levels across the Group. Endesa Ingeniería, S.L. also provides
these services on a recurring basis to various Group companies and third
parties. Indeed, Endesa Ingeniería, S.L. has been providing these services to
E-Distribuzione S.p.A. since 1 April 2012, having secured the relevant
authorizations from Endesa’s Board of Directors.

The parties have agreed to enter into a new contract for a period of seven
months, subject to the same terms and conditions as the previous contract
approved by Endesa’s Board of Directors in 2023 and expiring on 31 May 2024.

b) Purpose and amount of the transaction.

The purpose of the transaction is the provision of dielectric fluid analysis
services in power transformers by Endesa Ingenieria, S.L. to E-Distribuzione,
S.p.A. for the period running from 1 July 2024 to 31 January 2025, totaling
€140 thousand.

Specifically, Endesa Ingeniería shall perform the following activities for
the benefit of E-Distribuzione:

- Analysis of the dielectric oils of the transformers and load tap changers
that E-Distribuzione has in its facilities.

- Technical support in the actions required to lengthen the useful life of the
power transformers, such as implementing diagnostic techniques, defining the
refrigeration and insulation and protection requirements and recommending and
controlling corrective measures for the dielectric fluids.

- Providing advice on technical specifications relative to power transformers,
dielectric fluids or processes in which these elements are involved and which
E-Distribuzione must establish vis-à-vis third parties or for internal use
within the Group.

- Specific training for employees to be designated by E-Distribuzione.

This assessment of the fluids makes it possible to issue predictive and
preventive maintenance recommendations intended to reduce incidents and
lengthen the useful life of those transformers.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

The company providing the service: Endesa Ingeniería, S.L. is wholly-owned
subsidiary company of Endesa, S.A.

The company receiving the service: E-Distribuzione S.p.A. is a company wholly
controlled by Enel S.p.A.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational, technical and commercial rationale.

By providing these services to E-Distribuzione, Endesa Ingeniería can expand
its database of transformer dielectric oil analysis in order to continually
improve predictive studies and incident analysis. These improvements give rise
to the possibility of expanding the client portfolio and improving the service
provided to current clients.

In addition, the services provided are significantly improved and processes
are optimized through economies of scale. Notably, the Agreement helps Endesa
Ingeniería obtain market prices, thus securing its margins.

Under the contract, Endesa Ingeniería may continue to recoup a portion of the
fixed costs incurred in running its laboratory, while also generating new
business opportunities for Endesa Ingeniería and improving Endesa’s
analytical and predictive capacity thanks to the broad sampling of dielectric
oil states obtained as a result of the Related-Party Transaction, without
compromising Endesa Ingeniería’s ongoing ability to continue providing
similar services to third parties or other Group companies.

2. Economic reasonableness. Methods used

To verify that the Related-Party Transaction is in line with the principle of
free competition, firstly, the possibility of applying the Comparable
Uncontrolled Price (“CUP”) method was considered.

The CUP method compares the price charged for property or services transferred
in a controlled transaction to the price charged for property or services
transferred in a comparable uncontrolled transaction in comparable
circumstances. Furthermore, paragraph 2.15 of the OECD Guidelines provides
that a transaction may be considered comparable to another if “reasonably
accurate adjustments can be made to eliminate the material effects of such
differences.”

Likewise, paragraph 2.15 provides that, where it is possible to locate
comparable uncontrolled transactions, the CUP method is preferable.

Endesa Ingeniería has carried out comparable transactions with independent
third parties under arm’s length conditions, showing that the assumptions
have been met in order to apply the CUP method for the purpose of determining
the market value of the Related-Party Transaction through comparable
uncontrolled transactions.

Given the constraints that typically exist in terms of comparability, and
following the comparability analysis carried out, it can be concluded that the
rates charged for the Services provided to E-Distribuzione, for the purpose of
determining the value of the Related-Party Transaction, are reasonably
consistent with those charged to third parties under conditions similar to
those envisaged for the Related-Party Transaction.

3. Legal reasonableness

The Related-Party Transaction is legally executed by signing a contract
whereby the provision of the Services by Endesa Ingeniería for the benefit of
E-Distribuzione will be extended to cover the period running from 1 July 2024
through 31 January 2025, with terms identical to those of the previous
contract.

It can be concluded that the Related-Party Transaction’s legal and
commercial terms are reasonably articulated around contractual terms and
conditions that could have been agreed by independent parties.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In analyzing the transaction, the Audit and Compliance Committee has taken
into account a report from PricewaterhouseCoopers Tax and Legal S.L.
(“PwC”) on the fairness and reasonableness of the contract analyzed
herein.

PwC issued a Report in its capacity as independent expert, having been
ascertained that at the date of issue of the Report PwC did not maintain any
sort of commercial relationship with the Enel Group or with the Endesa Group
that could compromise its condition as independent expert for the purposes of
issuing this Report or that, in particular, could place it in a situation of
conflict of interest to conduct the analysis and draw up the conclusions set
out therein.

In the Report it is concluded that the provision of dielectric fluid analysis
services in power transformers by Endesa Ingenieria, S.L. to E-Distribuzione,
S.p.A. as described herein is fair and reasonable from the standpoint of
Endesa and shareholders who are not related parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

The rest of the members of the Audit and Compliance Committee took part in the
preparation and unanimously agreed on the contents of this Report on the
provision of dielectric fluid analysis services in power transformers by
Endesa Ingenieria, S.L. to E-Distribuzione, S.p.A.

In accordance with the information contained herein, the Audit and Compliance
Committee concludes that the provision of the services described herein may
provide a number of advantages for Endesa and consequently, to its
shareholders, namely:

* It makes sense and is reasonable for Endesa Ingeniería to continue providing
dielectric fluid analysis services for power transformers to E-Distribuzione,
as this allows it to improve its predictive studies and incident analysis,
while expanding its customer portfolio without incurring additional costs in
the process. The arrangement also happens to fulfill the strategic function of
generating revenues and achieving a return on the investment made in its
laboratory.

* According to the requirements set forth in the OECD Guidelines and Article
18.4 LIS, the proposed services provide Endesa Ingeniería with a return or
profit.

* Endesa Ingeniería has carried out comparable transactions with independent
third parties under arm’s length conditions, showing that the assumptions
have been met in order to apply the CUP method for the purpose of determining
the market value of the Related-Party Transaction through comparable
uncontrolled transactions.

* Given the constraints that typically exist in terms of comparability, and
following the comparability analysis carried out, it can be concluded that the
rates charged for the laboratory services provided to E-Distribuzione, for the
purpose of determining the value of the Related-Party Transaction, are
reasonably consistent with those charged to third parties under conditions
similar to those envisaged for the Related-Party Transaction.

* The Related-Party Transaction has been reasonably articulated around
contractual terms and conditions similar to those that could have been agreed
by independent parties. Given that the terms were reached, in this case, by
companies belonging to the same group, they generate benefits for Endesa
Ingeniería, notwithstanding the fact that they may also create benefits for
Enel’s subsidiary i.e., E-Distribuzione. Nevertheless, such benefits would
be justified and would not be disproportionate with respect to those generated
for Endesa Ingeniería.

The Audit and Compliance Committee concludes that the provision of dielectric
fluid analysis services in power transformers by Endesa Ingenieria to
E-Distribuzione is fair and reasonable from the standpoint of Endesa and of
the shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED-PARTY TRANSACTIONS INVOLVED IN THE GAS SALES AND
PURCHASES BETWEEN ENDESA ENERGÍA, S.A.U. AND ENI GLOBAL ENERGY MARKETS SPA

I. INTRODUCTION AND REGULATORY FRAMEWORK

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

Endesa Energía is the second largest gas retailer in Spain. The Spanish gas
market in which Endesa Energía operates is marked by the high dependence on
external gas sources and the need to import gas to cover almost 100% of the
demand, due to the low availability of natural gas in Spain.

In the gas marketing activity, it is essential to manage the physical balance
of gas in a manner making it possible to continually achieve equilibrium while
meeting customer demand at all times.

Endesa stands to benefit considerably from being able to make natural gas (NG)
or liquefied natural gas (LNG) sales and purchases between Endesa Energía and
Eni Global Markets S.p.A., given that Eni Global Markets S.p.A. is active
within both the LNG markets and the Spanish gas system, meaning that Endesa
can make logistic swaps, perform tank operations at the PVB (Spanish Virtual
Balancing Point) and with LNG carriers, thus giving it more operational
flexibility. Therefore, the option to engage in purchase and sale transactions
will make Endesa Energía more agile in responding to specific incidents,
including any needs it may have to raise, lower or modify the amount of NG/LNG
available.

Effectively, this agreement provides the framework whereby Endesa may arrange
gas with ENI and sets out the relevant criteria and parameters ensuring
Endesa’s interests and bringing ENI within the portfolio of possible buyers
or sellers of natural gas.

There are two agreements in place governing these transactions between Endesa
Energía S.A.U. and Eni Global Markets S.p.A. These agreements are
complementary and provide the legal framework whereby the gas purchase and
sale transactions will be carried out:

> LNG Master Sale and Purchase Agreement (“MSPA”), executed between Eni
Global Energy Markets Spa and Endesa Energía for an indefinite term, and
which regulates the ship operations (on DES or FOB terms) covered by this
Report, to be submitted before Endesa’s Board of Directors for approval.

> EFET (European Federation of Energy Traders) Agreement: Eni Global Energy
Markets Spa and Endesa Energia shall enter into an EFET Agreement, including
PVB, TVB and PEG Appendixes, for the sale and purchase of natural gas or LNG
in tank in Spain and France, valid for an indefinite term.

In accordance with this legal framework, this Report will be submitted to the
Board of Directors so that it may authorize natural gas or LNG purchase and
sale transactions between Endesa Energía and Eni where such transactions are
in the economic interests of Endesa Energía, subject to a maximum volume of 4
TWh, over the 2024-2025 period.

Moreover, under the terms of the aforementioned MSPA for the supply of LNG,
the sale to Eni Global Markets of 231 GWh of LNG at the El Musel terminal was
authorized on 23 May 2024, in order to adjust the balance, make the long
position at the terminal practicable and benefit from prevailing market
conditions. This transaction is the subject of this Report and will be
submitted to the Board of Directors for approval. On 31 July 2023, Endesa
Energía initiated its activity as the company that was the successful bidder
on the logistics services of the El Musel terminal, in Gijón. This was an
important milestone given that this terminal provides flexibility at a time of
congestion in European terminals. In addition, the LNG tanks provide storage
capacity, and the exclusive use of the terminal creates a possibility for new
business opportunities, all of which helps strengthen energy supply security
in Europe.

b) Purpose and amount of the transaction.

In accordance with the foregoing, the subject matter of this Report extends to
the following transactions:

1. To ratify the sale, by Endesa Energía to Eni Global Markets, of 231 GWh of
liquefied natural gas, to be delivered at the El Musel terminal on 28 June
2024, for an estimated amount of €8.2 M. The sale is aimed at providing the
ability to adjust the physical balance of Endesa Energía’s gas, and to take
advantage of the market conditions.

The final amount of the transaction will depend on the average for the TTF DA
product quotes in July. The Audit and Compliance Committee of Endesa, S.A.
shall be informed of the final amount of the transaction.

2. To ratify the LNG Master Sale and Purchase Agreement (MSPA) and approve the
“EFET General Agreement concerning the delivery and acceptance of natural
gas” entered into between Endesa Energía, S.A.U. and Eni Global Energy
Markets SpA.

3. To authorize future natural gas purchase and/or sale transactions between
Endesa Energía, S.A.U. and Eni Global Energy Markets SpA, under the MSPA and
EFET Agreements, subject to a maximum total volume of 4 TWh, throughout 2024
and 2025, and for an estimated amount, at current market prices, of €137.2
million. The Audit and Compliance Committee of Endesa, S.A. shall be informed
of the final volume and amount of the transactions.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

One party is Endesa Energía S.A.U., a company fully owned by Endesa, S.A.
Enel Iberia, a fully-owned subsidiary of Enel Spa, holds 70.101% of the share
capital of Endesa. Therefore, Endesa Energía is controlled by Enel Spa.

The other party is Eni Global Energy Markets S.p.A., a company fully owned by
Eni S.p.A (“Eni Group”) and therefore a subsidiary thereof. For its part,
the Eni Group is a 30.33% investee of the Italian government. Therefore, Eni
is a related counterparty of Enel.

Under accounting legislation (IAS 24, IAS 10 and IAS 28), given that the
Italian government controls Enel, S.p.A. and Eni, S.p.A., the transaction
between Endesa Energía S.A. and Eni Global Energy Markets S.p.A. is
considered a related-party transaction.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational and strategic rationale of the transaction

Aside from the possibility of arranging the supply of products within the
market, this arrangement with Eni allows Endesa Energía to take advantage of
any market opportunities that may be beneficial to Endesa, as Eni is becoming
an increasingly active player within the Spanish market, thus generating an
added benefit under the Agreements.

More precisely, Endesa stands to benefit considerably from being able to
arrange sales and purchases of natural gas or LNG between Endesa Energía and
Eni for up to 4 TWh between 2024 and 2025, given that Eni is active within
both the LNG markets and the Spanish gas system, thus helping Endesa to make
logistic swaps, operations in tank, at the PVB (Spanish Virtual Balancing
Point) and with LNG carriers, and ultimately giving it more operational
flexibility. Therefore, the purchase and sale transaction will make Endesa
Energía more agile in responding to specific incidents, including any needs
it may have to raise, lower or modify the amount of LNG available.

As demand can fluctuate and conditions in the gas market can change, arranging
the sale and purchase of gas from Eni Global Markets affords Endesa Energía
greater operational flexibility and closer management of the physical balance,
and allows it to take advantage of beneficial market conditions and
opportunities. Therefore, the related-party transactions are aligned with
Endesa’s strategic plan.

In the current context of the energy markets, these transactions allow Endesa
Energía to operate and to increase the number of options for the execution of
natural gas/LNG sale transactions and to obtain additional commercial margins.

It also provides further opportunities and allows for greater flexibility by
increasing the security of supply and partially mitigating the economic risks
associated with its activities by effectively increasing the number of
available alternatives when it comes to the purchase and sale of natural gas
and LNG.

Therefore, the related-party transactions are aligned with Endesa's strategic
plan, in that they afford it closer control over its physical balance and
enable Endesa Energía to respond to fluctuations in the demand for gas within
the retail market by allowing it to obtain the best market opportunities.
Ultimately the arrangement makes it easier to carry out new transactions and
obtain additional margins. Therefore, it is reasonable to conclude that the
Related-Party Transactions can proceed, since they are operationally and
strategically sound.

2. Economic reasonableness of the transaction. Methods used

I. In accordance with Endesa's model, natural gas/LNG sale and purchase
transactions between Endesa Energía and Eni are to be carried out according
to the following principles:

> Two alternative binding offers from independent third parties must be
reliably obtained, effectively showing that Eni’s offer is the most
favorable to Endesa Energía’s interests.

> If it is not possible to obtain alternative offers from independent third
parties, the transaction may go ahead if approved by Endesa’s Chief
Executive Officer, provided that the following guarantees are met:

- Endesa Energía shall use an indication of the estimated transaction price
(applicable market benchmark indexes), supplemented with other internal price
estimation methods, such as benchmarks from brokers, counterparties in similar
transactions, official reports and publications (Icis Heren, Platts,
Reuters...), internal price-forecasting models.

- Eni’s offer must be comparable with the price estimate defined in the
previous section, such that it is the most favorable to Endesa Energía’s
interests.

- Documentary records must be kept of unanswered requests for quotations and
estimates.

- Subsequently, an ex post validation exercise (outcome testing) will be
carried out in order to validate the terms ultimately applied to the
transactions and confirm that the pricing methodology was properly followed.
This review will be carried out by independent experts appointed by Endesa
S.A.’s Audit Committee.

II. Analysis of compliance with the market value principle and election of
transfer pricing method:

The application of the at arm's length principle is generally based on the
comparison of the terms and conditions for a related-party transaction with
the terms and conditions for transactions between independent companies. For
these comparisons to be useful, the relevant economic characteristics of the
situations being compared should be sufficiently comparable.

Therefore, the CUP method can be applied using internal (or, alternatively)
external benchmarking to justify that the price set for the related-party
natural gas/LNG purchase and sale transactions between Endesa Energía and Eni
conforms to the principle of free competition. In this regard:

> In the transaction to ratify the sale by Endesa Energía to Eni Global
Markets of 231 GWh of liquefied natural gas at the El Musel terminal for an
estimated amount of €8.2 M, as it is a non-standard transaction, and due to
the immediacy of the opportunity, it was not possible to obtain two binding
alternative offers.

The price established for the LNG sale was benchmarked on the basis of the
Mibgas market price quotes in VBP/tank, applying a discount on the market
quote. The TTF index market price has been obtained from an independent
financial information database and is therefore in line with the prices
prevailing in the market, as they are agreed under terms and conditions that
could be established with independent parties.

Therefore, while the price would be at market value, it is necessary to
evaluate whether the price determined for the sale of LNG in-tank (“TVB” -
Spanish Virtual Balancing Tank) —the term according to which the
Related-Party Transaction will be executed (including the mark-up to cover the
logistic cost of regasification, entry to the transportation network and gas
storage)— meets the market value principle.

In this regard, the information relating to the price of the TVB discount with
respect to the TTF (obtained from MIBGAS published data) has been analyzed and
can be used as a benchmark to assess whether the Related-Party Transaction
complies with the arm’s length principle. For this reason, it can be
inferred that the methodology for determining the price of the Related-Party
Transaction is reasonable from an economic standpoint for Endesa Energía,
inasmuch as the application of this methodology yields a price higher than the
market benchmarks published by brokers and by Mibgas (organized gas market).

Lastly, in accordance with Endesa’s methodology for this type of
related-party transactions, an ex post validation exercise (outcome testing)
will be carried out in order to validate the terms ultimately applied to the
transaction and confirm that the pricing methodology was properly followed.

 In the purchase and/or sale transactions of natural gas between Endesa
Energía, S.A.U. and Eni Global Energy Markets SpA, under the MSPA and EFET
Agreements, for a total maximum volume of 4 TWh over the years 2024 and 2025
and for an estimated amount, at current market prices, of €137.2 million,
the methodology described allows for the application of the CUP method to
assess the economic reasonableness of the Related-Party Transaction and
includes the ex post evaluation mechanisms provided for in the methodology of
the OECD Guidelines. Therefore, the prices are consistent with what
independent third parties would have agreed under free competition.

Based on all of the above, it can be concluded that the methodology used to
determine the price for the Related-Party Transaction conforms to Spanish tax
legislation on transfer pricing and to OECD Guidelines, reflecting what
independent parties would have agreed under similar circumstances.

Lastly, in accordance with Endesa’s methodology for this type of
related-party transactions, an ex post validation exercise (outcome testing)
will be carried out in order to validate the terms ultimately applied to the
transactions and confirm that the pricing methodology was properly followed.

3. Legal reasonableness

The Related-Party Transactions have taken legal effect through the
ratification of the LNG Supply Master Agreement (MSPA) entered into for an
indefinite term, which regulates the LNG purchase and sale transactions
through ships, on DES or FOB terms, and through the approval of the EFET
(European Federation of Energy Traders) agreement, which governs the natural
gas or LNG transactions through the tank system, on TVB, PVB or PEG terms, as
entered into between Endesa Energía and Eni. In each individual case, the
parties would formalize the relevant purchase or sale by means of a
“Confirmation/Election Sheets” setting out the specific terms and
conditions, in accordance with the said master agreements.

First, the parties to the Master Agreement have determined a reasonable
distribution of the risks associated with the sale and supply of gas, they
have established an invoicing, payment and regulation system that can also be
considered appropriate according to the nature of the purchase of LNG, as well
as mechanisms for the management of cases of force majeure in
generally-accepted terms, early termination events and appropriate schemes for
liability and submission of disputes to international arbitration.

Second, the EFET regulates the delivery and acceptance of natural gas between
the parties, as specified in the relevant Election Sheets. In the said
agreement, the parties have determined a reasonable distribution of risks;
have established invoicing and payment systems that can be considered
appropriate, as well as mechanisms for the management of cases of force
majeure in generally-accepted terms, early termination events and appropriate
schemes for liability and submission of disputes to international arbitration.
As regards the applicable law and regulations, the parties shall determine in
each of the Election Sheets whether they submit to English or German law, as
the case may be. In the case of the related-party LNG sale and purchase
transaction spanning the years 2024 and 2025, the parties have agreed to
submit to English law.

It should also be noted that the EFET agreement, drawn up by the European
Federation of Energy Traders (an association of European energy traders in the
wholesale electricity and gas markets that brings together more than 126
companies operating in the market), contains a set of standard terms and
conditions governing the delivery and supply of LNG and is widely used within
the European energy market.

As regards ratification of the sale by Endesa Energía to Eni Global Markets
of 231 GWh of liquefied natural gas at the El Musel terminal, the Confirmation
provides, among other aspects, the quantity and quality of LNG to be sold, the
formula for calculating the price, the delivery windows and the loading and
unloading port, all on terms that can be considered reasonable. Moreover, the
Confirmation has been drafted in accordance with the form attached to the
Master Agreement, the terms and conditions of which shall regulate any matters
not expressly covered by the Confirmation.

Meanwhile, the specific terms governing the sale and purchase of natural gas
and LNG throughout 2024 and 2025 will be as set out in the corresponding
Confirmation/Election Sheets, under which the transactions will be formalized
in accordance with the Master Agreement or the EFET, as applicable. In this
sense, provided that the terms of the relevant Confirmation are similar to
those of the Confirmations executed by the parties in previous natural gas
sale and purchase transactions executed under the Master Agreement or EFET,
they may be considered reasonable and customary in contracts of this nature.
The remaining terms and conditions will not be included in the Confirmation or
Election Sheets, as they are defined in the Master Agreement or the EFET, and
it can be concluded that they have been arranged by the parties on terms
customary for international contracts of this type.

In view of the legal and commercial terms of the Master Agreement and the
EFET, it is fair to conclude that the related-party transactions executed
thereunder will take place on reasonable contractual terms that could have
been agreed upon by independent parties and that, having being reached in this
case by related parties, generate benefits for Endesa Energía.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In analyzing the transaction, the Audit and Compliance Committee has taken
into account the Reports of PricewaterhouseCoopers Tax and Legal S.L. and
PricewaterhouseCoopers Asesores de Negocios, S.L. (hereinafter, '(1)PwC'(1))
on the fairness and reasonableness of the related-party transactions analyzed
herein.

PwC issued its Reports in its capacity as an independent expert. On the date
the report was issued, PwC did not maintain any sort of commercial
relationship with the Enel Group or the ENI Group or with the Endesa Group
that could compromise its capacity as an independent expert for the purposes
of issuing its Report or that could give rise to a conflict of interest in
conducting the analysis and drawing up the conclusions therein.

In the Reports issued to Endesa’s Audit and Compliance Committee, PWC
remarks that the Related-Party Transactions analyzed —namely (i) the Master
Agreement entered into between Endesa Energía and Eni for the sale and
purchase of LNG delivered through ship on DES or FOB terms; (ii) the EFET
General Agreement concerning the delivery and acceptance of natural gas
entered into between Endesa Energía and Eni, for the purchase and sale of
natural gas in the system or LNG in tank in Spain and France (PVB, TVB or
PEG); (iii) the purchase and sale of natural gas or LNG between Endesa
Energía and Eni, for a maximum volume of 4 TWh, over the period 2024–2025;
and (iv) the sale of 231 GWh of liquefied natural gas at the El Musel terminal
by Endesa Energía, S.A.U. to Eni Global Energy Markets SpA— all afford
Endesa Energía the opportunity to engage in LNG/NG sales and purchases that
are attractive to it in terms of price, quantity and time and other formal
delivery conditions, and it can be concluded that the transactions are fair
and reasonable from the standpoint of Endesa and, in particular, of
shareholders other than the related party, i.e. shareholders other than the
Enel Group.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

First, it should be noted that the Audit and Compliance Committee is made up
of six non-executive members of the Board of Directors, five of whom (83.33%)
are independent. Furthermore, the Committee has a Shareholder-Appointed
Director representing the controlling shareholder Enel, who holds 70.10% of
the share capital of Endesa. In accordance with Article 529 duovicies,
paragraph 3, of the Capital Corporations Law, Mr. Stefano De Angelis, who is a
shareholder-appointed director and representative of Enel, was not involved in
the preparation of this Report.

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

1. The nature of the transactions is in line with Endesa’s strategic plan,
inasmuch as it allows the company to better manage its physical balance.

2. The transactions as a whole enable Endesa Energía to respond to fluctuations
in the demand for gas within the retail market, by allowing it to act when the
time is right within the market and balance its physical gas position. It will
also pave the way for new business opportunities and allow for additional
mark-ups.

3. In accordance with paragraph 2.14 of the OECD Guidelines and Article 18.4 of
the Spanish Corporate Income Tax Law (“LIS”), the CUP method is the most
reliable transfer pricing method for determining the nature of the market
value of the related-party LNG/NG sale and purchase transactions.

4. The methodology used to determine the price for the Related-Party Transaction
conforms to Spanish tax legislation on transfer pricing and to OECD
Guidelines, reflecting what independent parties would have agreed under
similar circumstances.

5. The ex-post review mechanisms used in the methodology for determining the
price of the Related-Party Transaction are set out in paragraph 3.71 of the
OECD Guidelines and are, therefore, consistent with what independent third
parties would have agreed under free competition.

6. In light of the legal and commercial terms of the Master Agreement and the
EFET, it can be concluded that the Related-Party Transactions have been
reasonably articulated around contractual terms and conditions that could have
been agreed by independent parties. Given that the terms were reached, in this
case, by related parties, they generate benefits for Endesa Energía,
notwithstanding the fact that they may also create benefits for Enel’s
related party i.e., Eni. Nevertheless, such benefits would be justified and
would not be disproportionate with respect to those generated for Endesa
Energía.

The Audit and Compliance Committee concludes that the related-party
transactions —namely (i) the Master Agreement entered into between Endesa
Energía and Eni for the sale and purchase of LNG delivered through ship on
DES or FOB terms; (ii) the EFET General Agreement concerning the delivery and
acceptance of natural gas entered into between Endesa Energía and Eni, for
the purchase and sale of natural gas in the system or LNG in tank in Spain and
France (PVB, TVB or PEG); (iii) the purchase and sale of natural gas or LNG
between Endesa Energía and Eni, for a maximum volume of 4 TWh, over the
period 2024–2025; and (iv) the sale of 231 GWh of liquefied natural gas at
the El Musel terminal by Endesa Energía, S.A.U. to Eni Global Energy Markets
SpA— are fair and reasonable from the standpoint of Endesa and of
shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF A FRAMEWORK AGREEMENT BETWEEN EDISTRIBUCIÓN REDES
DIGITALES, S.L.U. AND GRIDSPERTISE S.R.L. FOR THE SUPPLY OF METERS

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of Section 3 of Article 529 duovicies of the
consolidated text of the Spanish Capital Companies Act approved by Royal
Legislative Decree 1/2010 of 2 July, Endesa's Audit and Compliance Committee
issues this Report to assess whether the transaction is fair and reasonable
from the company's perspective and, where applicable, from the perspective of
shareholders other than the related party. The Report also outlines the
underlying assumptions for this assessment, as well as the methods employed.

In accordance with Section 3 of Article 529 unvicies, the Report issued and,
where applicable, published by Endesa's Audit and Compliance Committee must
include at least the following information on:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

Additionally, Endesa has developed its own internal regulatory framework. This
policy includes, among others, a related party transaction regulation approved
by the Board of Directors and an operating procedure for related party
transactions approved by the Audit and Compliance Committee. This procedure
elaborates on the guidelines contained in the regulation, defining the
operational framework, roles, and responsibilities in the standard request
procedure, as well as the approval, publication, and supervision of related
party transactions. This regulation has been applied in this case.

II. BASIC DESCRIPTION OF THE GENERAL TRANSACTION

a) Background of the transaction

E-Distribución Redes Digitales, S.L., is the leading electricity distributor
in Spain in terms of coverage. Within the Endesa Group, it is responsible for
distributing energy from generation units to supply points located primarily
in Andalusia, Aragón, the Canary Islands, Castilla y León, Catalonia,
Extremadura, and the Balearic Islands.

Royal Decree 1955/2000 of 1 December, which regulates electricity
transmission, distribution, commercialisation, supply, and the authorisation
procedures for electricity facilities, along with Royal Decree 1110/2007 of 24
August, which approves the unified regulation of measurement points for the
electrical system, outline key responsibilities for distribution activities.
These include, among other obligations, the reading of energy received and
delivered through distribution grids. Additionally, Royal Decree 1110/2007
specifies that:

- Measurement equipment must allow for time-of-use discrimination of
measurements and offer the ability to manage different programmable periods.

- Measurement equipment must be integrated into a remote management and
metering system implemented by the party responsible for the corresponding
readings.

- Type 4 measurement points must have six active energy registers, six
reactive energy registers, and six power registers. Furthermore, the equipment
must be capable of programming the parameters necessary for billing both
comprehensive and access tariffs.

- A piece of equipment is considered to be properly integrated into the remote
management system when it is capable of reading active energy hourly registers
remotely.

Royal Decree 244/2016 of 3 June, implementing Law 32/2014 of 22 December on
Metrology, along with Order ICT/155/2020 of 7 February, regulating the
metrological control by the state of certain measuring instruments, mandate
that all single-phase type V meters and three-phase type IV and type V meters
be replaced no later than the end of the 15th year of their useful life.

Therefore, the deployment of electronic meters in the field of electricity
distribution has been part of the digital transformation process that the
electricity sector in Spain has undergone over the past two decades.

As a result, E-Distribución is required to regularly implement replacement
plans for remote management meters. E-Distribución Redes Digitales, S.L.,
initiated a tender process in this regard in November 2023. Its aim was to
procure energy meters with a dual communication protocol (to encourage
participation by as many manufacturers as possible), including type V
(single-phase and three-phase) and type IV (direct and semi-direct) meters. As
a result of this tender process, Gridspertise, along with other suppliers, was
awarded the contract, which resulted in the related-party transaction covered
in this Report.

Gridspertise (a subsidiary of the Enel Group) specialises in the development
of:

- Reliable, advanced, and interactive measuring technologies designed to meet
the current and future needs of DSOs, with their smart meters serving as a
first step in the digitisation of electrical grids. Gridspertise has installed
and managed over 44 million meters up to date.

- It has also provided remote control and automation solutions, including
protection and restoration, outage management, and advanced sensors. Their aim
is to digitise DSO grids in order to place them at the heart of the energy
transition.

- Moreover, it has used AI solutions and machine learning technologies for
digital image processing.

B) Purpose of the transaction

The purpose of the transaction is to enter into a Framework Agreement between
EDISTRIBUCIÓN Redes Digitales, S.L.U., and Gridspertise, S.R.L., for the
supply of type V single-phase meters, effective from 1 January 2026 and with a
term extending until 31 December 2030 (3 base years + 1 year + 1-year optional
extension), for a maximum amount of €70.4M (base amount: €37.96M +
Optional extension (1+1): €20.70M + 20% Tolerance: €11.73M).

The agreement is non-exclusive, i.e., E-Distribución may continue to purchase
meters from other suppliers.

During the term of the Agreement (36 months, extendable for two additional
one-year periods starting 1 January 2026), E-Distribución agrees to either
(i) purchase products valued at no less than 100% of the agreed base amount,
or alternatively, (ii) pay Gridspertise a fee equivalent to 10% of the
difference between the base amount established in the Agreement and the cost
associated with the volume of products actually purchased by the end of the
contract term.

Additionally, 20 business days before the expiration of the Agreement,
E-Distribución may choose to:

- Extend the term of the Agreement for two additional one-year periods.

- Increase the total Agreement amount by up to €32.4M (covering the two
optional years plus the 20% additional tolerance).

For the supply of the products, a technical conformity assessment (TCA) will
be conducted according to 'Technical Conformity Assessment GSCG002' Rev. 3,
dated 16 March 2021. This ensures that Gridspertise meets the optimal
technical conditions for the products supplied to E-Distribución.
Furthermore, the products must undergo all tests outlined in the technical
specification at Gridspertise's facilities before shipment.

c) Transaction value

As compensation for the supply of type V single-phase meters, E-Distribución
will pay Gridspertise a maximum amount of €70.4M (base amount: €37.96M +
Optional extension (1+1): €20.70M + 20% Tolerance: €11.73M).

The tender process employed a batch-based strategy. Two batches were created,
one for each type of meter: one for single-phase meters (Batch 1–Type V
single-phase) and another for three-phase meters (Batch 2–Type V
three-phase, Type IV direct three-phase, and Type IV semi-direct three-phase).
The aim was to secure the most favourable economic terms for all devices,
regardless of the volumes requested in the tender.

The tender process involved a request for a technical proposal, followed by a
request for an economic proposal from bidders who passed the technical phase.

In line with previous practices, the tender required awarding contracts to at
least two suppliers to ensure the availability of meters in the event of a
supply failure. Additionally, to ensure that awarded suppliers have sufficient
volume to establish a dedicated production line and, at the same time,
sufficient value to cover potential failure by the other supplier, the tender
required candidate companies to offer a minimum supply volume of 40% of the
total meters.

Ultimately, E-Distribución Redes Digitales, S.L., invited 12 entities to
participate in the tender process. Bids were received from 7 suppliers,
although all qualified suppliers, as well as those undergoing technical
evaluation (29) in the FSCR04 goods category, were initially invited. However,
17 of them failed to sign the confidentiality agreement required to receive
the technical documentation.

Gridspertise passed the relevant technical evaluation and its price bid was
the second most competitive for the single-phase meters. Therefore, as the
second most competitive bidder, Gridspertise was awarded 40% of the volume of
Batch 1 (single-phase meters) for a total amount of €70.4 million. Still, it
was excluded from Batch 2, as it ranked fifth in the price ranking.

The unit prices for all meters will be reviewed by the Procurement Unit every
three months based on industrial production prices published by Eurostat and
the EUR/USD exchange rate. This review does not affect the total contract
amount, which remains unchanged.

In addition to the tender process, E-Distribución contracted an independent
third party to carry out a consulting study for a comparative market analysis
of Type V meters (single-phase and three-phase) and Type IV meters (direct and
semi-direct), focusing mainly on:

- Functionalities covered by their rental, as well as a comparison of current
and future functionalities.

- Price references for equipment/breakdown of the price components.
Availability of equipment for public sale with price references.

- Determination of target pricing.

This analysis indicates that these technological solutions and equipment are
also being targeted for investment by other electricity distributors under
similar functionality and pricing conditions. For Type V single-phase meters,
the report by the independent expert established a higher target price range
for the meter defined in the tender than the price awarded to Gridspertise.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

Recipient company of the products: E-Distribución Redes Digitales, S.L.,
(hereinafter 'E-Distribución') is a wholly owned subsidiary of Endesa, S.A.;
therefore, it is a dependent company of this entity.

Supplier company of the service: Gridspertise, S.R.L., (hereinafter
'Gridspertise') is an associate of the Enel Group, through Enel Grids S.r.l.'s
50% equity stake (owned by Enel, S.p.A.).

Enel S.p.A. is the sole shareholder of Enel Iberia, S.L., which in turn holds
a 70.101% stake in Endesa, S.A. In accordance with the provisions of Article
529 vicies of the Spanish Capital Companies Act and subsection (ii) of letter
(b) under section 9 of International Accounting Standard 24, Gridspertise, as
an associate entity of Enel, is considered a related party to Endesa.

IV. ANALYSIS OF THE TRANSACTION FROM THE PERSPECTIVE OF ENDESA'S INTERESTS AND
THOSE OF SHAREHOLDERS OTHER THAN THE RELATED PARTIES

1. Operational and strategic rationale of the transaction

First and foremost, it should be noted that there is a need to ensure
compliance with the legal obligations applicable to the distributor,
particularly those arising from its role as the responsible party for meter
readings. This compliance is achieved through the availability of meters with
a useful life of 15 years according to regulations, in light of the expiration
of previous contracts for the supply of remote management meters for the
2026–2030 period.

The related party transaction for the supply of measurement equipment by
Gridspertise allows E-Distribución to partially cover (40%) their need for
the 2026–2030 period. Furthermore, it ensures compliance with the legal
obligations applicable to the distributor, especially those derived from its
role as the responsible party for meter readings.

Additionally, Gridspertise passed the relevant technical evaluation for both
batches, while its price bid was the second most competitive for Batch 1.
Therefore, Gridspertise was awarded 40% of Batch 1 (€70.4M). Moreover, the
unit prices offered by Gridspertise are below the target price ranges for
equipment calculated by an independent expert.

Finally, the risks associated with purchasing the products from a company
associated with the Enel Group are substantially the same as those associated
with purchasing from a third-party supplier external to the Enel Group.

For all these reasons, the nature of the related party transaction is aligned
with the purpose, values, and strategic plan of E-Distribución and the Endesa
Group.

2. Economic rationality of the transaction. Methods used

To verify that the related party transaction aligns with the principle of free
competition, the possibility of applying the Comparable Uncontrolled Price
(CUP) method was first analysed.

In accordance with paragraph 2.14 and following of the OECD Guidelines, the
CUP method consists of 'comparing the price charged for goods or services in a
related-party transaction with the price charged for goods or services
transferred or rendered in a comparable unrelated transaction under comparable
circumstances.' Moreover, paragraph 2.15 of the OECD Guidelines states that a
transaction may be considered comparable to another if 'sufficiently accurate
adjustments can be made to eliminate the significant effects caused by those
differences.'

Additionally, paragraph 2.15 states that the CUP method is preferable to
others when comparable unrelated transactions can be found.

The awarding of the meter supply contract was carried out through a tender
process, to which as many as 12 entities (11 of them independent of the Enel
Group) were encouraged to participate.

Given that E-Distribución has information on the prices offered by
independent entities for the related party transaction, the CUP method was
selected to evaluate the economic rationality of the transaction. The
information from the tender process was used as a reference for the terms and
conditions offered by independent entities.

As outlined in this report, the terms and conditions applicable to the related
party transaction were determined after a tender process. Gridspertise's offer
was awarded the contract as the second most favourable among firm bids
submitted by independent entities, in line with pre-established requirements.
Therefore, it can be concluded that the price determined for the related party
transaction is economically reasonable from E-Distribución's perspective.

3. Legal and commercial rationality of the transaction

The aforementioned Framework Agreement will be signed under the terms and
conditions outlined in the draft contract attached as an annex to the Tender
Specifications. As a result, it will be established on the same terms as those
agreed with any third party that may have been awarded the Tender.

Additionally, the Agreement sets reasonable terms for E-Distribución as the
recipient of the products. The scope and object of the Agreement are clearly
defined in this regard. Gridspertise further commits to providing a 24-month
warranty on the products from the time of delivery, replacing any defective
products and compensating E-Distribución in the event that the defect rate
exceeds 1% annually of the total delivered.

The delivery conditions for the products are detailed in the Agreement, with
Gridspertise taking on a series of obligations regarding these delivery
conditions. These obligations aim to mitigate the inherent risks associated
with such operations that could impact E-Distribución. Specifically,
E-Distribución reserves the right to conduct an audit of Gridspertise during
the production process to ensure the quality of the products. Furthermore, the
Agreement explicitly stipulates penalties for delays in obtaining the TCA or
in the delivery of equipment, as outlined in the Agreement and in accordance
with Endesa's General Conditions of Contract.

As for the economic terms of the Agreement, E-Distribución is obligated to
place orders for at least the equivalent of the base price of the Agreement.
Alternatively, it can pay a penalty equal to 10% of the difference between the
base price of the Agreement and the amount actually purchased. Additionally,
Gridspertise is required to provide a financial guarantee.

Regarding Gridspertise's liability for failure to comply with any legal or
contractual obligations directly or indirectly related to the Agreement, the
liability is limited to an amount equivalent to 100% of the total value of the
Agreement, except in cases of gross negligence, wilful misconduct, or fault.
This approach is deemed reasonable and aligns with terms that independent
parties could have agreed upon.

As for the remaining contractual terms and conditions of the Agreement, upon
review and analysis, these can be considered reasonable for E-Distribución
given the nature of the Agreement and the fact that this is a transaction
between related parties. In this regard, it is worth noting that these terms
are similar to those agreed by E-Distribución with independent third parties
in comparable transactions.

Therefore, based on these legal and commercial terms, it can be concluded that
the related party transaction is structured in a reasonable manner and under
contractual terms and conditions similar to those that could have been agreed
upon by independent parties.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee has
taken into account the Report by PricewaterhouseCoopers Tax and Legal S.L. and
PricewaterhouseCoopers Asesores de Negocios, S.L. (hereinafter 'PwC')
regarding the fairness and rationality of the approval of the contract under
review. It has also considered the report issued by an independent third party
aimed at identifying the target prices for the meters under review.

PwC issued its Report in its capacity as an independent expert. As of the
release date, PwC has no commercial relationship with the Enel Group or the
Endesa Group that could compromise its status as an independent expert for the
purposes of issuing this report or, in particular, place it in a situation of
conflict of interest in carrying out the analysis and reaching the conclusions
presented therein.

The Report issued to Endesa's Audit and Compliance Committee concludes that
entering into a Framework Agreement between EDISTRIBUCIÓN Redes Digitales,
S.L.U., and Gridspertise, S.R.L., for the supply of Type V single-phase meters
for the period from 1 January 2026 to 31 December 2030 (3 base years + 1 year
+ 1-year optional extension) as described in this document is fair and
reasonable from the perspective of Endesa and shareholders other than related
parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

First and foremost, it should be noted that the Audit and Compliance Committee
is made up of six non-executive members of the Board of Directors, five of
whom (83%) are independent. Additionally, the Committee includes one
shareholder-appointed director representing the controlling shareholder, Enel,
which owns 70.10% of Endesa's share capital. In accordance with Section 3 of
Article 529 duovicies of the Spanish Capital Companies Act, Mr Stefano de
Angelis, the shareholder-appointed director representing Enel, did not
participate in the drafting of this report.

The remaining members of the Audit and Compliance Committee have participated
in and agreed on the content of this Report.

In light of all the aforementioned background, the Audit and Compliance
Committee concludes that:

1. E-Distribución initiated a tender process in November 2023 due to the need to
ensure compliance with the legal obligations applicable to the distributor,
particularly those arising from its role as the party responsible for meter
readings. This compliance is achieved through the availability of meters with
a useful life of 15 years according to regulations, in light of the expiration
of previous contracts for the supply of remote management meters for the
2026– 2030 period.

2. Additionally, Gridspertise passed the relevant technical evaluation for both
tender batches, while its price bid was the second most competitive for Batch
1. Therefore, Gridspertise was awarded 40% of Batch 1 (€70.4M).

3. The terms and conditions applicable to the related party transaction were
determined through a tender process involving as many as 11 independent
entities. As a result, the CUP method was selected to assess the economic
rationality of the transaction based on the firm bids submitted by independent
entities. So it can be concluded that the price set for the related party
transaction is economically reasonable from E-Distribución's perspective.

4. The risks associated with the related party transaction are substantially the
same as those associated with purchasing from a third-party supplier external
to the Enel Group. Moreover, some of these risks, such as supply delays or
technological dependency, are mitigated.

5. The legal and commercial terms of the Agreement are structured in a reasonable
manner and under contractual terms similar to those that could have been
agreed upon by independent parties. The Agreement will be formalised through
the contract defined in the Tender, which includes the terms that will apply
to any third party awarded.

The Audit and Compliance Committee concludes that entering into a Framework
Agreement between EDISTRIBUCIÓN Redes Digitales, S.L.U., and Gridspertise,
S.R.L., for the supply of Type V single-phase meters for the period from 1
January 2026 to 31 December 2030 (3 base years + 1 year + 1-year optional
extension) is fair and reasonable from the perspective of Endesa and
shareholders other than related parties.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

AUDIT AND COMPLIANCE COMMITTEE REPORT ON THE FAIRNESS AND REASONABLENESS OF
THE RELATED-PARTY TRANSACTION CONSISTING OF THE PHYSICAL PURCHASE OF FUEL OIL
BY ENDESA GENERACIÓN, S.A.U. FROM ENI TRADE & BIOFUELS, S.P.A.

I. INTRODUCTION AND REGULATORY FRAMEWORK

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background of the transaction

Endesa Generación is one of the leading Spanish companies in terms of
electricity generation, with a net installed capacity of 21,247 MW at the end
of 2023. In Spain, Endesa Generación produces electric power both in the
Iberian Peninsula and in Non-Peninsular Territories (Canary Islands, Balearic
Islands, Ceuta and Melilla).

Power generation in Non-Peninsular Territories has the following
differentiating characteristics with respect to the system in mainland Spain:
(i) lack of economies of scale; (ii) need for greater reserve margins; and
(iii) use of a specific technology mix conditioned by resource availability,
giving thermal generation a preponderant role in ensuring security of supply.
In 2023, Endesa Generación's installed thermal power represented 97% of total
installed power in the autonomous cities of Ceuta and Melilla.

Ceuta and Melilla have an annual electricity demand of 0.2 terawatts-hour
(Twh), almost all of which (100% in Ceuta and 94% in Melilla) is met with
power generation based on liquid-fuel combustion, primarily fuel oil. All of
this electricity is generated by Endesa Generación. Annual fuel oil
consumption in the generation units in these autonomous cities is
approximately 80,000-85,000 tons, with each location accounting for
approximately half of this amount.

Fuels for electricity generation in Ceuta and Melilla, as in the remaining
Non-Peninsular Territories, are required to be supplied in accordance with Law
17/2013, Royal Decree 738/2015 and Order TED/1315/2022, through fuel auctions
called by the Ministry for Ecological Transition and Demographic Challenge.

Nevertheless, there is no certainty that the supply of fuels can be ensured
after 1 January 2025 under the auction scheme. Therefore, Endesa must carry
out the actions available to it in order to guarantee the supply of fuel until
the auction.

Given that current contracts to supply fuel oil for Ceuta and Melilla end on
31 December 2024, Endesa must ensure continuity in the electricity supply in
those cities starting on 1 January 2025. For this reason, steps have been
initiated to purchase fuel oil and transfer it both to Ceuta and Melilla
through a competitive process.

b) Purpose of the transaction.

The purpose of the transaction is to enter into an agreement for the physical
purchase of fuel oil by Endesa Generación, S.A.U. from Eni Trade &
Biofuels SpA, so as to supply Endesa Generación’s generation plants in
Ceuta and Melilla with a maximum of 90,000 tons (contractual minimum of 60,000
tons) at an estimated cost of €39M. This amount may vary in accordance with
market prices.

The delivery of the product will be Free On Board (FOB) at a domestic port in
Spain.

The contract will be in force from 1 January 2025 to 31 December 2025.

c) Transaction amount

The US dollar price per metric ton (USD/t) FOB Algeciras will be the average
of the Platts European Marketscan average quotes for "fuel oil 1.0%", as
published under the headings "CIF MED (GENOVA/LAVERA)," during the month of
delivery (all dates inclusive), plus a premium per ton. Consequently, the
maximum amount of the related-party transaction, assuming 90,000 tons, will be
approximately €39 M, although this may vary depending on the market prices
and actual consumption.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

One party is Endesa Generación, S.A.U., a company fully owned by Endesa, S.A.
Enel Iberia, a fully-owned subsidiary of Enel Spa, holds 70.101% of the share
capital of Endesa. Therefore, Endesa Generación is controlled by Enel Spa.

Enel Spa is a company in which the Italian state has a 23.59% stake.

The other party is, Eni Trade & Biofuels, S.p.A., a company fully owned by
Eni, S.p.A. Eni, S.p.A, is in turn an investee company of the Italian
government, through 4.67% direct and indirect holdings through Cassa Depositi
and Prestiti, S.p.A., a company controlled by the Italian state with a 27.73%
stake.

Under accounting legislation (IAS 24, IAS 10 and IAS 28), given that the
Italian government controls Enel, S.p.A. and Eni, S.p.A. the transaction
between Endesa Generación SA and Eni Trade & Biofuels, S.p.A., is
considered a related-party transaction.

IV. ANALYSIS OF THE TRANSACTION FROM THE PERSPECTIVE OF ENDESA'S INTERESTS AND
THOSE OF SHAREHOLDERS OTHER THAN THE RELATED PARTIES

1. Operational and strategic rationale of the transaction

The Related-Party Transaction should be analysed in the context of the
electricity generation needs of the non-peninsular autonomous cities of Ceuta
and Melilla.

As noted above, Endesa Generación has taken timely steps to purchase the
required fuel and to transfer it to Ceuta and Melilla through a competitive
(bidding) process. As a result of this process, Endesa Generación received
offers from various suppliers, and selected the most competitive bid, i.e. the
bid from Eni T&B, which is a leading supplier on the market.

The conditions requested assume the provision of the supply during the period
between 1 January 2025 and 31 December 2025. The supply must be delivered in
batches of 5,000 tons, plus or minus up to 10%, at to be determined by Endesa
Generación, to thereby allow the supply to be modulated according to actual
consumption and allowing Endesa Generación to control fuel oil inventory.

Therefore, it is concluded that through the physical purchase of fuel oil from
Eni T&B, Endesa Generación has at its disposal a product with specific
qualities and sufficient volume to provide the fuel required for the
generation of electricity at Endesa Generación’s thermal power plants in
Ceuta and Melilla — cities where Endesa Generación generates nearly all of
the electricity and where the continuity of supply must be ensured — in
2025.

2. Economic rationality of the transaction. Methods used

The reported related-party transaction stems from a competitive process
through which Endesa Generación requested binding offers from various
suppliers in order to supply fuel oil for the power plants in Ceuta and
Melilla, under certain conditions in terms of quantity, quality, period and
place, and conditions of delivery.

Specifically, nine suppliers were invited to submit bids. Only two of them,
Eni T&B and a third-party supplier, submitted bids in line with the
requested terms. Eni T&B offered FOB delivery terms while the third party
offered DES (Delivered Ex Ship).

To compare the prices of the bid from Eni T&B with the bid received from
the third party under equivalent delivery conditions, the equivalent cost per
ton was calculated for the bid from Eni T&B (including the FOB terms) in
DES terms for the cities of Ceuta and Melilla, given that the cost in the port
of final destination is the decisive cost for choosing the most suitable bid
for Endesa Generación.

In this sense, to calculate the cost in the final port of destination, the
premium of the third party supplies was added to the unit price per ton of the
goods and, in the case of the Eni T&B bid the cost of transport from the
loading port to Ceuta and Melilla was also added.

Both Spanish transfer pricing regulations, as set forth primarily in Article
18 of the Spanish Corporate Income Tax Law, and the OECD Guidelines require
valuing related-party transactions for tax purposes according to the arm's
length principle. The arm's length principle requires related-party
transactions to conform to market conditions that would prevail in a similar
transaction between independent parties.

The Guidelines recognise that when it is possible to identify comparable
uncontrolled transactions, the Comparable Uncontrolled Price method is the
most direct and reliable method for applying the arm's length principle. This
method compares the price of property or services subject to a controlled
transaction to the price of other property or services transferred in an
uncontrolled transaction in comparable circumstances.

With respect to the related-party transaction under analysis, various
suppliers were asked to submit binding offers on the supply of fuel oil under
the same conditions. Respect for the principles of equality,
non-discrimination and transparency dictates that award criteria be objective,
ensuring that offers be compared and evaluated objectively and, therefore,
under conditions of effective competition.

An assessment of the bids received shows that Eni T&B submitted the most
competitive price, and in conditions comparable to those of the third-party
supplier, considering the full cost of provisioning.

Accordingly, we can conclude that the methodology is consistent with Spanish
tax regulations and OECD Guidelines and that the prices of the transaction
would reflect what independent parties would agree in similar circumstances.

3. Legal and commercial rationality of the transaction

The draft agreement contains customary clauses for this type of contract that
safeguard the Buyer's position, protecting Endesa Generación’s position, in
terms similar to transactions between independent parties.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

The Audit and Compliance Committee’s analysis took into account Deloitte
Legal, S.L.P's report (“Deloitte”) on the fairness and reasonableness of
Endesa Generación, S.A.U.’s physical purchase of fuel oil from Eni Trade
& Biofuels, S.p.A.

Deloitte issued its Report in its capacity as an independent expert. On the
date the report was issued, Deloitte did not maintain any sort of commercial
relationship with the Enel Group or with the Endesa Group that could
compromise its capacity as an independent expert for the purposes of issuing
its Report or that could give rise to a conflict of interest in conducting the
analysis and drawing up the conclusions therein.

In the report issued for Endesa’s Audit and Compliance Committee, the
independent expert evidenced Endesa’s need to procure the fuel covered by
the agreement. In addition, this third party analysed in depth the process of
competitive bids requested by Endesa, and in a joint assessment of all the
prevailing circumstances concluded that the most competitive bid is Eni
T&B’s.

Consequently, the independent expert concludes that the physical purchase of
fuel oil by Endesa Generación, S.A.U. from Eni Trade & Biofuels, S.p.A.
is fair and reasonable from the standpoint of Endesa and, in particular, its
shareholders other than the related party, i.e. other than the Enel Group.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

In accordance with Section 3 of Article 529 duovicies of the Spanish Capital
Companies Act, Mr Stefano de Angelis, the shareholder-appointed director
representing Enel, did not participate in the drafting of this report.

The rest of the members of the Audit and Compliance Committee took part in
preparing the Report and agreed on its contents relative to the physical
purchase of fuel oil by Endesa Generación, S.A.U. from Eni Trade &
Biofuels, S.p.A. to be supplied to ENDESA generation plants in Ceuta and
Melilla.

In light of all the aforementioned background, the Audit and Compliance
Committee concludes that:

1. Purchasing physical fuel oil from Eni T&B allows Endesa Generación to
have at its disposal a product with specific qualities and sufficient volume
to provide the fuel required for the generation of electricity at Endesa
Generación’s thermal power plants in Ceuta and Melilla — cities where
Endesa Generación generates nearly all of the electricity and where the
continuity of supply must be ensured — in 2025.

2. The related-party transaction stems from a competitive process through which
Endesa Generación requested binding offers from various suppliers in order to
supply fuel oil for the power plants in Ceuta and Melilla, under certain
conditions (quantity, quality, period and conditions of delivery). Eni
T&B’s offer was the most competitive price under comparable conditions
if the complete cost of the supply was considered.

3. The methodology used to determine the price for the related-party transactions
between Endesa Generación and Eni T&B conforms to Spanish tax legislation
on transfer prices and to OECD Guidelines, as the prices of these transactions
reflect what independent parties would have agreed under similar
circumstances.

The Audit and Compliance Committee concludes that the physical purchase of
fuel oil by Endesa Generación, S.A.U. from Eni Trade & Biofuels, S.p.A.
is fair and reasonable from the standpoint of Endesa and its shareholders
other than the related party..

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE CONTRACTS FOR THE PROVISION OF TECHNICAL AND MANAGEMENT
SUPPORT SERVICES BETWEEN THE ENEL GROUP AND ENDESA FOR 2025

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529 duovicies of
the amended and restated Spanish Capital Corporations Law, as approved by
Royal Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE TRANSACTION

a) Purpose of the transaction.

Endesa and its subsidiaries have been receiving management support services
and certain technical services from the Enel Group and its subsidiaries since
the 2009 financial year. During this time, the service delivery model has
adapted to the changes in the Group's organisational structure and technical
improvements have been introduced.

The purpose of the transaction "Contracts for the provision of technical and
management support services between the Enel Group and Endesa for 2025" is the
renewal of the support services provided by the Enel Group to the Corporate
areas of the

Endesa Group, as well as the provision of Technical Services to its Business
areas. These may also be regarded as reciprocity contracts, i.e., the Endesa
Group may also provide services to the Enel Group.

It should be noted that the services proposed for the Corporate and Business
areas are associated with procurement management activities and with
maintenance and development of computer and telecommunications systems.

The contracts are executed between each supplier company and each recipient
company, and are comprised of the following documents:

- Limited catalogue of services and activities to be performed, which are
likely to create an advantage or benefit for the recipient, together with a
pre-set list of documents (deliverables) aimed at evidencing the effective
provision of services.

- Quoted price of each service, established in accordance with the current
Spanish transfer pricing regulations.

In 2024, the catalogue included 337 services (80 management support services
and 248 technical services). For the 2025 catalogue, 400 services are proposed
(91 management support services and 309 technical services).

Certain adjustments have also been proposed, which do not affect the service
catalogue but rather concern the definition of the activities encompassed by
some of the existing services, as well as the deliverables of such activities.

The services are provided through the following contracts:

- Management, Procurement and ICT Support Services, provided by Enel, SpA to

Endesa, S.A. and its subsidiaries. The management support services are
provided to the Group companies under the following main areas or categories:
AFC (Administration, Finance and Insurance, Planning and Control, Risk
Management and Strategy), Legal and Corporate Affairs, European Affairs,
Innovation, Sustainability, Communication, People and Organisation.

- Technical, Procurement and ICT Services for the Power Generation Business,

provided by Enel Green Power SpA to Endesa Generación, S.A. and its
subsidiaries: The services of the Power Generation business line are
associated with (i) the production of conventional electricity, focusing on
the operation of coal, combined cycle and fuel-gas thermal power plants; and
(ii) renewable energy sector (hydroelectric, wind and solar plants).

- Technical, Procurement and ICT Services for the Distribution Business,
provided by Enel Grids SrL to Distribuidora Eléctrica del Puerto de la Cruz,
S.A., E-Distribución Eléctrica, S.L., and Endesa Ingeniería, S.L.

- Technical, Procurement and ICT Services for the Marketing Business, provided
by Enel Global Services and Enel X to Endesa Energía S.A. and its
subsidiaries.

- Technical and ICT Services for the Energy Management Business, provided by
Enel Global Trading, SpA to Endesa, S.A. (including a mandate for trading in
commodities markets).

- In addition, and transversally, Enel (and its subsidiaries) provides ICT
services to the Endesa Group. In particular, each business line has an
operational group that has been specifically appointed to address all
cyber-security issues and matters, another operational group that provides
technology and infrastructure services, as well as other services related to
specific projects in each area.

- Finally, and as in the previous case, in a cross-cutting manner Enel (and
its subsidiaries) provides the Endesa Group with procurement services across
all of Endesa's businesses, except for the Energy and Commodity Management
business lines.

 Contractual terms and conditions of the services:

- The contract will have a one-year term that can be extended for successive
periods of equal duration. The contracts shall be considered executed on the
date they are approved by Endesa's Board of Directors, i.e. on 15 November
2024, but effective from 1 January 2025 to 31 December 2025.

The contracts will be extended for one-year periods, unless prior notice of
termination of at least one month is given by any of the parties and, in the
case of Endesa, always based on a report issued by the Audit and Compliance
Committee and the approval of its Board of Directors or General Shareholders'
Meeting, as appropriate. The Audit and Compliance Committee has explicitly
established the need for the contract extension to be reviewed every year by
the Committee itself. To decide on the contract renewals, a specific mechanism
has been established for any of the parties to request an update of the List
of Services and in which the Supplier undertakes to deliver a proposal with
new prices for those services.

- The contracts may be terminated prior to the expiration of its term in the
following cases:

- Without prior notice, if one of the parties ceases to belong to the Enel
Group. In this case, the parties shall negotiate the amounts due in good faith
within one month.

- In case of mutual agreement between the parties.

- In case of non-compliance with the obligations provided in the agreement.

b) Transaction amount

 The contracts for the provision of Technical and Management Support
Services by Enel, SpA and some of its subsidiaries to Endesa, S.A. and its
subsidiaries amount to €127.47 million for 2025, according to the following
breakdown.

- Management, Procurement and ICT Support Services, provided by Enel, SpA to
Endesa, S.A. and its subsidiaries: 19.69 million euros.

- Technical, Procurement and ICT Services for the Power Generation Business,
provided by Enel Green Power SpA to Endesa Generación, S.A. and its
subsidiaries: 29.87 million euros.

- Technical, Procurement and ICT Services for the Marketing Business, provided
by Enel Global Services and Enel X to Endesa Energía S.A. and its
subsidiaries: 31.69 million euros

- Technical and ICT Services for the Energy Management Business, provided by
Enel Global Trading, SpA to Endesa, S.A.: 14.21 million euros.

 The prices of the Services included in the contracts for the provision of
Technical and Management Support Services by Enel, SpA and some of its
subsidiaries to Endesa, S.A. and its subsidiaries are calculated as follows:

- In some cases, and where possible, such prices are based on the external
cost incurred by Enel, without adding any margin; and

- In all other cases, by re-invoicing the costs incurred by Enel for the
provision of these services (distributed between the companies receiving them,
with an allocation key determined according to the type of service) and adding
a margin (5%, 7% or 8%, according to the case).

- To calculate the cost, the costs associated with activities for the benefit
of shareholders and those associated with duplicate services (those already
being performed by the recipient), if any, are excluded.

- If variations occur in the initially estimated price (per receiving entity),
there may be modifications to the final billing issued. If these variations
exceed ten percent of the contract, a new authorisation from the Board of
Directors will be required.

- Possible adjustments to the initially budgeted price may occur (a) in the
event of a deviation between budgeted and actual costs, or (b) in the event of
nonrecurring services or services provided based on Endesa's needs
throughout the year. A new authorisation of the Audit and Compliance Committee
is required when these departures exceed 10% of the contract value.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA:

The companies providing the services: Enel SpA, Enel Global Service Srl, Enel
Grids SrL, Enel Global Trading SpA, Enel Green Power SpA and Enel X SrL.

The companies receiving the services: Endesa, S.A., Endesa Generación
Portugal, S.A., Distribuidora Eléctrica del Puerto de la Cruz, S.A.,
Energías de Aragón I, S.L., E-Distribución Eléctrica, S.L., Endesa
Ingeniería, S.L., Endesa Energía, S.A., Energía XXI, S.L., Endesa
Operaciones y Servicios Comerciales, S.L., Endesa Generación, S.A., Gas y
Electricidad Generación, S.A., Unión Eléctrica de Canarias Generación,
S.A., Enel Green Power España S.L and Endesa Medios y Servicios, S.L.

Enel S.p.A. is the sole shareholder of Enel Iberia, S.L., which in turn holds
a 70.101% stake in Endesa, S.A. Related-party transactions are those entered
into by Endesa or its subsidiaries with shareholders of Endesa who hold 10% or
more of the voting rights or who are represented on the Board of Directors, as
well as with any other persons considered as parties related to Endesa, in
accordance with International Accounting Standards. Therefore, all
transactions entered into by Endesa or its subsidiaries and Enel or its
subsidiaries (excluding the Endesa Group) shall be considered related-party
transactions.

Enel and its subsidiaries (excluding the Endesa Group) and Endesa and its
subsidiaries are considered “the same counterparty” for the purposes of
determining the thresholds for related-party transaction publication. In other
words, the same counterparty is considered both the related person, whether
natural or legal, as well as any other entity under their control and, for
natural persons, their close relatives, as defined in IAS 24.

IV. ANALYSIS OF THE TRANSACTION FROM THE PERSPECTIVE OF ENDESA'S INTERESTS AND
THOSE OF SHAREHOLDERS OTHER THAN THE RELATED PARTIES

a) Operational, technical and commercial rationale.

The proposed services are aimed at providing the necessary support to almost
all of the Endesa Group's business lines (except for Nuclear Generation) and
all corporate areas, and are the contractual result of the business
organisation and strategy shared by the Enel Group and the Endesa Group. The
rationale of the proposed services is aimed at achieving the following goals:

 In general,

- The globalisation of services as a means of capturing synergies since it
allows the company to take advantage of the knowledge and experience of the
solutions that have already been proposed in other countries, reducing not
only the cost of development but also the time of resolution, and the
prevention of future problems.

- The provision of the service by Endesa or a third-party contracted by Endesa
would not allow the company to benefit from the economies of experience,
resulting in a higher cost of the service when compared to that provided by
Enel, due to the lack of experience from other countries or of the synergies
and cross-knowledge between countries.

- The business strategy shared by the Enel Group and the Endesa Group for each
of the business lines and corporate areas is properly executed.

- Best practices are transferred as a result of the experience acquired by
sharing knowledge that provides a competitive advantage to the recipients.

- The processes and procedures are standardised and harmonised, facilitating
the audit and compliance processes, with the consequent reduction of risks.

- The same systems, platforms and applications are used, generating important
synergies and economies of scale.

- The roles within the organisation are rationalised through correct
distribution of the activities, avoiding their duplication, which results in
cost savings and specialisation of the teams, making the resources more
efficient.

 With regards to Procurement and ICT services, in addition to cost savings
and improved efficiency, the addition of volumes to be purchased is achieved
through the resulting savings associated with economies of scale and the
achievement of an optimum negotiating position at the time of purchasing and
when executing the contracts.

It is common practice to share services within a Group at the national and
international level and, in particular, in the energy sector, which is a
knowledge-intensive sector. Moreover, it would be unusual for the Enel Group
not to provide these services, since it would prevent the Endesa Group from
benefiting from being part of a Multinational Group operating across the
entire value chain, from generation to supply, and this could leave the Endesa
Group at a disadvantage with respect to its competitors.

b) Economic rationale. Methods used

Pricing formula and relationship with the rationale of the transaction:

The goals of the proposed services and the pricing method are fully aligned,
because:

- The company providing the service carries out the activity for the Group,
avoiding duplicate roles/costs, distributing the cost among the different
recipients and obtaining a lower unit cost at the recipient level.

- By concentrating the activity in a single supplier, the teams are better
specialised, which improves efficiency and effectiveness.

 Valuation of services:

The re-invoicing of costs plus a margin, distributed according to an
allocation key, is a widespread practice, validated by the OECD in its
Transfer Pricing Guidelines.

The transfer pricing policy applied in the provision of services involves
invoicing all costs incurred in providing such services plus a margin:

- 0 percent in the cases in which an external cost is being re-invoiced (for
example, and in the vast majority of cases, the cost of licenses), to the
extent that the consideration to the service provider is determined based on
its internal costs only (and not external costs, on which no margin is
applied);

- In other cases, 5, 7 or 8%, depending on the additional value brought about
by the contract.

- The Transactional Net Margin Method (“TNMM”) was used for assessing the
mark-to-market condition of the price agreed between the parties. The
Operating Income on Total Costs (“OITC”) was used as an indicator of the
profit level, so as to check whether transfer prices have been established in
accordance with the arm's length principle.

For all the above, it can be concluded that the consideration applied to the
provision of services is consistent with the arm's length principle.
Therefore, the economic rationale of the transaction has been evidenced.

C) Other information

 Endesa's internal controls can help check that the M&T Services are
being provided by

Enel to the service recipients in the required terms throughout the year.

- Prior to the approval of the contract, an independent expert analysed the
catalogue of services covered by the contract to verify that each of them is
useful and necessary for Endesa. According to the contract, the cost base will
not take into account those costs incurred by Enel as a result of shareholder
activities (those inherent in its condition as an Endesa shareholder) and
duplicate activities (those already being carried out by Endesa, without
Enel's involvement).

- The contract form establishes that the deliverables corresponding to each
service must be determined prior to the provision of the services, in such a
way that the effective provision of the service can be certified with
documents after delivery.

- On annual basis, each of Endesa's General Managers must examine the itemised
catalogue of services made available to Endesa by Enel, analysing it and
accepting each service individually, based on the understanding that there is
a need and/or usefulness for the Company for each of the services.

- The CEO must approve the internal procedure that ensures that each of the
Units receiving these services is assessing and controlling the services
effectively provided and their documents, so that this serves as support and
backs the conclusions that must finally be drawn up by the Independent Expert
assessing the results. In this regard, Operational Instruction No. 516
"Internal Control with respect to the Technical and Management Support
Services provided by Enel to Endesa" was published on 1 April 2017 and has
been followed after it was published.

- Endesa's Audit Department will supervise the execution of this contract
directly, ensuring the effective approval and compliance with the internal
procedure mentioned above. The result of its activity will be reported every
six months to the Audit and Compliance Committee.

- A contract term of one year is established, with the possibility of
terminating it at the end of each year, requiring a two-month notice, which
guarantees the dynamic adaptation of the same to the interests and needs of
Endesa.

In addition, Endesa will commission a top-level independent expert to analyse
the documents received from Enel and have the expert prepare and submit a
report to the Audit and Compliance Committee on:

* The actual Services provided, which will involve reviewing and ensuring that
the deliverables made available to Endesa correspond to those agreed in the
Contract, and that such deliverables adequately prove that the Services have
been provided in the manner required by Endesa in the Contract; and

* The consistency of the price invoiced by Enel, for which the following will be
checked: (i) that the cost-sharing criterion has been correctly applied to
those services assessed using the increased cost method; (ii) that the
internal services that can be compared are suitable and sufficient from the
point of view of Spanish taxation; and (iii) that the hours, persons or
resources used by Enel in providing the services are reasonable.

These checks make it possible to reinforce the conclusions of this report.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
the following reports into account:

- Report prepared by Ernst & Young Abogados, S.L.P. on the fairness and
reasonableness of the contracts under review. Ernst & Young Abogados,
S.L.P has issued its Report in its capacity as an independent expert. On the
date the report was issued, EY Abogados did not maintain any sort of
commercial relationship with the Enel Group or with the Endesa Group that
could compromise its capacity as an independent expert for the purposes of
issuing its Report or that could give rise to a conflict of interest in
conducting the analysis and drawing up the conclusions therein.

The Report issued for Endesa's Audit and Compliance Committee assesses the
actual benefit obtained by Endesa Group entities from the M&T Services,
with particular emphasis on the need for all services, based on the general
market practices (i.e. analysing whether Endesa Group entities could have
carried out such activities autonomously, more effectively and efficiently
than a third party, or whether they would have been able to obtain such
services from third parties on the market under better conditions than those
planned by Enel).

After analysing the M&T Services to be provided, based on the information
received as well as the exchange of information between Endesa and EY
Abogados, the independent expert concluded that the provision of such services
by Enel to Endesa provides, among others, the following advantages:

- A rationalisation of the corporate functions through the correct
distribution of the activities, avoiding their duplicity;

- Specialised teams, increasing the efficiency of the resources, while
transferring the best practices of suppliers to the different Group companies,
as a result of the experience acquired by their presence in the different
countries in which they operate;

- Standardisation and harmonisation of processes and procedures;

- Addition of total volumes at the time of purchasing.

These benefits translate into cost savings, the improvement of operational
efficiency, risk reduction, the generation of economies of scale, and a better
position and greater bargaining power in the market.

For all these reasons, it can be concluded that Enel is the best possible
provider (technical and/or commercial rationale of the transaction), and that
the consideration applied is consistent with the arm's length principle
(economic rationale).

Therefore, the report concludes that the provision of M&T Services by Enel
to Endesa (and its subsidiaries) as described above is fair and reasonable
from the standpoint of Endesa and the shareholders who are not related
parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE:

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report on the “Contracts for
the provision of technical and management support services between the Enel
Group and Endesa for 2025.”

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that, with the contracts subject to the analysis:

- The business strategy shared by the Enel Group and the Endesa Group for each
of the business lines and corporate areas has been properly executed.

- The centralisation of services allows large volumes to be generated,
resulting in economies of scale and allowing the company to make more
advantageous offers to the market.

- The processes and procedures are standardised and harmonised for all
services, facilitating the audit and compliance processes, with the consequent
risk reduction.

- By centralising services, businesses are managed globally, i.e., the same
systems, platforms and applications are used, creating great synergies and
economies of scale.

- The roles within the organisation are rationalised through correct
distribution of the activities, avoiding their duplication, which results in
cost savings and team specialisation, making the resources more efficient.

- The consideration applied to the provision of services is consistent with
the arm's length principle. Therefore, the economic rationale for the
transaction has been evidenced.

 The contract provides for internal controls which can help check that the
services are being provided effectively by Enel to the recipients in the
required terms throughout the year.

In view of the above, the Audit and Compliance Committee concludes that the
contracts for the Technical and Management Support Services to be provided by
Enel, SpA and some of its subsidiaries to Endesa, S.A. and its subsidiaries
during the business year ending on 31 December 2025 are fair and reasonable
from the point of view of Endesa and its shareholders other than the related
party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED-PARTY TRANSACTION INVOLVING THE RENEWAL OF THE
INSURANCE MANDATE AND THE ASSOCIATED SERVICES INCLUDED IN THE TECHNICAL AND
MANAGEMENT SUPPORT SERVICE CONTRACTS WITH ENEL SPA

I. INTRODUCTION AND REGULATORY FRAMEWORK

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background of the transaction

Endesa has an Annual Insurance Plan that includes all of the policies of
Endesa and its subsidiaries, which are classified into two sets of policies:
Global and local policies(1).

The policies related to this transaction, which are known as "Global
Policies", are negotiated by Enel, S.p.A. for the entire Enel Group, including
those of Endesa and its subsidiaries, which it represents through a Commercial
(Insurance) Mandate, under renewal in this related-party transaction. Thus,
the global policies are designed and taken out by Enel for all of the Enel
Group's subsidiaries, Endesa also being one of the companies insured. Policies
are renegotiated every year through top-tier insurance market brokers. In
general, the expiration and renegotiation schedule for the different policies
runs from November to November.

(1) Local policies, which are not affected by the services provided by Enel,
are negotiated by Endesa directly at the local level. Local policies include,
among others: Own damage and loss of profits on nuclear assets, nuclear civil
liability, fleet of vehicles leased, other damage policies, loss of profits
and civil liability on other assets not covered by the global policy, credit
risk of counterparties and drone risk.

At its meeting on 14 March 2016, following a favourable report from the Audit
and Compliance Committee, the Board of Directors authorised the execution of a
Mandate with Enel, authorising it to negotiate and take out certain insurance
policies, acting in its own name and on behalf of Endesa. In this regard, Enel
and Endesa signed an "Insurance Mandate" in July 2016. Subsequently, in 2017,
2018, 2019, 2020, 2021 and 2023, Enel and Endesa agreed to extend the term of
the Mandate contract (the last renewal signed expires on 31 December 2024).

b) Purpose of the transaction

There are two interconnected related-party transactions in the provision of
the services covered by this Report:

The renewal by Endesa of the Insurance Mandate, a contractual instrument by
which Enel may contract on behalf of Endesa part of the insurance policies for
Endesa and its subsidiariess and the Technical and Management Support Services
with the Enel Group for 2025, with respect to the services associated with the
Insurance activity. In particular, the services associated with brokering or
negotiating global policies of the Enel Group are aimed at:

* Allowing Enel to select and contract the insurance brokers, to the benefit of
the entities receiving the services. To this end, Enel also performs brokerage
activities, namely risk placement management, advice and assistance when
preparing insurance documentation, support and monitoring of insurance
contracts, and notification and advice on matters related to losses.

This is also known as the Global coverage and main claims management service:
It is aimed at ensuring the acquisition of global insurance coverage by
managing global relationships with brokers and insurance and reinsurance
companies, including the relevant negotiations and the acquisition of global
policies.

Enel also provides risk assessment support, managing the insurable risk
assessment process and defining strategies related to insurance activities. In
this role, Enel manages the insurable risk analysis process, collects data
associated with global risk lines, develops insurance coverage strategies,
designs execution plans for global risk lines or risk lines being converted
into global, and organises the Loss Prevention Program.

* Allowing Enel to draft and renew the insurance contracts, to the benefit of
the recipient entities. It should be noted that Enel will not be authorised to
sign any insurance contract on behalf of Endesa's entities without the prior
approval from Endesa's Board of Directors (and its subsidiaries).

* Allowing Enel to coordinate the brokers and insured entities when a
significant loss occurs (loss amount, reputational impact on the Group, etc.).
The most common claims or those of a limited amount are handled locally,
although they are notified to Enel.

Enel also provides insurance contracts governance services, guaranteeing the
effectiveness and efficiency of the insurance contracts and documents related
to insurance activities. These services refer to the administrative activities
comprising specific services of the insurance field, such as issuing invoices,
policies, certificates, etc.

Moreover, there is another related-party transaction derived from the
negotiation of the Group's global policies: the distribution of costs of
global policies for 2025 taken out by Enel on behalf of its Group
subsidiaries, including those of Endesa and its subsidiaries. Enel distributes
the premiums of the policies taken out globally for each insured subsidiary,
so it is necessary to analyse the fairness and reasonableness of this
distribution procedure.

The table below shows the indirect distribution key selected by Enel to assign
the premium corresponding to each type of global insurance policy.
Type Allocation Key Description
Material Damages and Loss of Profit Business line and country This takes account of changes in two aspects: (a) the insured values for each
entity; and (b) the claims for the last five years.
Civil Liability Business line and country This takes account of changes in three aspects: (a) the number of customers
for the global distribution line; (b) the installed capacity for the
generation companies; and (c) the claims for the last five years.
Cyber-risk Number of hardware units The amount of the total premium is allocated according to the number of
hardware units belonging to the subsidiary and connected to the Group's
corporate network.
Transport Number of transports The amount of the total premium (which is given by fixed amounts and a
specific rate or percentage agreed between Enel and the insurer) is allocated
to each subsidiary based on the number of actual transports during the year,
considering the insured values transported in that year.
Freight Type of vessel and per trip The amount of the premium is distributed according to the type of vessel and
per trip, regardless of the number of days that the freight is active. The
same criterion is applied with the insurer.
All Risks Construction of renewable assets Reverse CAPEX The amount of the total premium (which is given by specific rates or
percentages agreed between Enel and the insurer) is allocated according to the
CAPEX invested by the subsidiary in each of its construction projects.
All Risk Construction of Endesa X assets Reverse CAPEX The amount of the total premium (which is given by specific rates or
percentages agreed between Enel and the insurer) is allocated according to the
CAPEX invested by the subsidiary in each of its construction projects.
Expatriate staff Number of expatriate employees The premium (which is based on a fixed amount per person agreed between Enel
and the insurer) is based on the number of employees seconded abroad by the
subsidiary to another Group company each year.
Medical Insurance when Traveling Abroad Nights stay The premium (which is based on a fixed amount per day of travel agreed between
Enel and the insurer) is calculated on the basis of the number of nights spent
in transit by the employees of each subsidiary.
D&O Turnover and country risks The premium allocated is determined on the basis of specific risk parameters
such as: (a) Endesa's turnover; (b) risks assumed as a listed company; (c)
claims over the last five years; and (d) Endesa's condition as a subsidiary
within the Enel Group.

c) Contract duration and transaction amount

Regarding the insurance mandate, it includes the Renewal of the Insurance
Mandate between Enel and Endesa for the period from 1 January 2025, to 31
December 2025.

Concerning the renewal of the Technical Services and Management Support
contracts with the Enel Group for 2025, in relation to services associated
with insurance activities, the duration of the contract will also be from 1
January 2025, to 31 December 2025.

The total amount for both contracts, the Insurance Mandate and Technical
Services and Management Support in matters of insurance, amounts to
€523,000. Any variations of the price initially estimated (by the recipient)
may result in changes to the invoices finally issued, with a 10% limit of the
amount authorised initially per contract and client company.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

Construction Insurance Reverse CAPEX D&O Turnover and country risks The
companies receiving the services: Endesa, S.A.

Enel S.p.A. is the sole shareholder of Enel Iberia, S.L., which in turn holds
a 70.101% stake in Endesa, S.A. Related-party transactions are those entered
into by Endesa or its subsidiaries with shareholders of Endesa who hold ten
per cent or more of the voting rights or who are represented on the Board of
Directors, as well as with any other persons considered as parties related to
Endesa, in accordance with International Accounting Standards. Therefore, all
transactions entered into by Endesa or its subsidiaries and Enel or its
subsidiaries (excluding the Endesa Group) shall be considered related-party
transactions.

IV. ANALYSIS OF THE TRANSACTION FROM THE PERSPECTIVE OF ENDESA'S INTERESTS AND
THOSE OF SHAREHOLDERS OTHER THAN THE RELATED PARTIES

1. Operational rationale of the transaction

The benefits derived from the extension of the Insurance Mandate and renewal
of the Technical and Management Support Service contracts provided by Enel to
Endesa are as follows:

1. Having Enel take out global policies on behalf of, among others, Endesa,
allows Endesa to benefit from a number of advantages:

* Grouping of heterogeneous assets: a portfolio of very heterogeneous global
assets is built, which can reduce the risks for the insurance market, making
its coverage much more attractive. Risk diversification, by building a
portfolio with assets from different regions and of different profiles,
allowing the mitigation of the portfolio's total risk. A significant increase
in the size of the portfolio, together with the reduction of its risk profile,
allowing Endesa to benefit from much more beneficial insurance terms and
conditions.

* Negotiation capacity when managing claims. The size of the Enel Group's global
portfolio of assets worldwide allows Endesa to have a much higher negotiating
capacity in claims management processes, as a result of the inclusion of its
assets in global policies. This allows Endesa to close claims in shorter
periods and with better economic results. In addition, Endesa is better
protected when renewing policies in high frequency claim scenarios.

2. The experience and analysis of the different risk issues of Enel's global
portfolio across all regions allows Endesa to benefit from a high level of
knowledge about different technologies, by sharing experiences and risks. This
allows the coverage taken out for Endesa to be better designed, optimising the
cost/benefit ratio of the policies, and ensuring that high quality policies
are taken out.

3. The scale obtained in the global programs allows the optimisation of any
additional administrative contracts and services required by Endesa, through
the designated global broker, who offers a specialised solution to Endesa.
This allows a reduction of time in the different activities to be implemented.

In view of all the reasons described above, it can be considered that the
provision of the services associated with the Insurance activity - together
with the extension of the Insurance Mandate - by Enel to Endesa, as opposed to
its direct provision by Endesa, as well as the provision of this service by
Enel instead of by an independent third party in the market, is fair and
reasonable and benefits Endesa.

2. Economic rationality of the transaction. Methods used

1. Analysis of the remuneration established for the services associated with
the Insurance activity provided by Enel

The price of the Technical and Management Support Service contracts provided
by the Enel Group during 2025, which include the services associated with the
Insurance activity and the Insurance Mandate, is calculated as follows:

* The base cost is calculated as the costs incurred by Enel in providing such
services, excluding costs associated with activities for the benefit of
shareholders and those associated with duplicate services (those already being
performed by the recipient), if any.

* A 5% margin is added, which is within the market range.

* Any variations of the price initially estimated (by the recipient) may result
in changes to the invoices finally issued, with a 10% limit of the amount
authorised initially per contract and client company.

According to the OECD Guidelines, “ t method to be used to determine
arm’s length transfer pricing for intra-group services should be determined
according to the guidelines in Chapters I, II, and III” (paragraph 7.31).
The Net Operating Margin (NOM) method has been selected as the most reliable
for this purpose. The Transactional Net Margin Method (“TNMM”) has been
selected as the most reliable method for such purpose. It is considered that
the Operating Income on Total Costs (“OITC”) method was the most suitable
profitability indicator. The OITC calculates the price of a transaction on the
basis of the costs of the service provider, adding a suitable margin to
remunerate the functions performed, the assets used and the risks assumed. The
OITC is often used as the cost-effectiveness indicator to analyse intra-group
service provision processes.

An analysis of eight comparable companies that provide management support
service activities comparable to those carried out by Enel determined that 5%
is within market range.

Therefore, it can be concluded that the consideration applied is consistent
with the arm's length principle and, therefore, is close to market value.
Consequently, the economic rationale of the transaction is verified.

2. Analysis of the cost base and allocation criteria for the distribution of
policies

Endesa and its subsidiaries are responsible for paying their pro rata share of
the overall amount previously determined by the insurance companies and Enel
directly to the insurance companies, so each of the contracts entered into is
not considered an individual related-party transaction.

However, the decision taken by Enel (as the related party) affects Endesa's
entities, and hence the market nature of the criteria selected by Enel to
allocate costs to Endesa's entities must be analysed.

First, it should be noted that the cost base to be allocated among the Enel
Group's subsidiaries is made up of the premiums provided for in the extension
of the Insurance Mandate, derived from the centralised negotiation of premiums
by Enel. In this regard, such costs correspond to the services effectively
provided by insurance companies, as independent third parties, so that the
cost base is considered to be calculated under market conditions.

Moreover, the applicable cost allocation criteria must be considered in order
to determine whether the amount to be paid by each recipient has been
established according to the arm's length principle. The OECD Guidelines
suggest two main cost allocation methods: the direct cost allocation and
indirect cost allocation methods.

The OECD Guidelines describe the difficulties associated with applying the
direct allocation methodology to multinational groups of a high complexity or
size, thus allowing the possibility of developing other allocation and
cost-sharing methods that often require approximate valuations or estimates.
These methods are classified as indirect cost allocation methods and, although
subsidiary, are accepted, provided that sufficient attention is given to the
value of the services provided to the recipients.

In this context, and in accordance with the OECD Guidelines, there are other
requirements that must be met in any indirect allocation methodology, such as
the fact that they must respond to the commercial characteristics of each
case, contain safeguard clauses to prevent any form of manipulation, be in
accordance with main accounting principles and be able to generate charges or
cost allocations proportionate to the benefits obtained or which are
reasonable to be obtained by the service recipient.

Therefore, the portion of premiums paid for global insurance policies
corresponding to each entity receiving the services has been determined using
an indirect distribution key (as provided under Section I - Overview of the
transaction).

In line with the above, in Spanish regulations, Article 18.5 of the Corporate
Income Tax establishes that, in the case of services provided jointly to
several related parties, and whenever it is not possible to itemise the
service provided or to quantify the determining elements of its consideration,
it is possible to distribute the total consideration among the beneficiaries,
in accordance with certain allocation rules that meet the rationality
criteria. Therefore, this requirement is deemed to have been met if the method
applied takes into account the benefits obtained or likely to be obtained by
the recipients in addition to the nature of the service and the circumstances
in which it is provided.

In this regard, and in accordance with OECD Guidelines, there are other
requirements that must be met in any indirect allocation methodology, such as
the fact that the applied criteria must respond to the specific features of
each case, must contain safeguard clauses to prevent any form of manipulation,
be in accordance with main accounting principles and be able to generate
charges or cost allocations proportionate to the benefits obtained or which
are reasonable to be obtained by the service recipient.

Considering the above, it can be concluded that the distribution keys used by
Enel to distribute the premiums of each type of global policy to the Endesa
Group and all other entities of the Enel Group are based on the principles of
rationality and proportionality, since these are adapted to the nature of the
service and the circumstances in which it is provided, and the benefit
obtained by the recipient is made evident. Likewise, the methodology used is
considered to be in line with standard market practice.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
into account two reports prepared by Ernst & Young Abogados, S.L.P. on the
fairness and reasonableness of the agreements under review. Ernst & Young
Abogados, S.L.P. Issued its Reports in its capacity as independent expert,
having been ascertained that at the date of issue of the Report EY Abogados
did not maintain any sort of commercial relationship with the Enel Group or
with the Endesa Group that could compromise its condition as independent
expert for the purposes of issuing this Report or that, in particular, could
place it in a situation of conflict of interest to conduct the analysis and
draw up the conclusions set out therein.

Ernst & Young's Report concludes that the renewal of the Insurance Mandate
and the insurance-related Technical and Management Support Services contracts
between the companies of the Endesa Group and the companies of the Enel Group
provides, among others, the following benefits:

- A rationalisation of the corporate functions associated with the negotiation
of insurance policies through the correct distribution of the activities,
avoiding their duplicity;

- Standardisation and harmonisation of processes and procedures; and

- Addition of total volumes when taking out the services.

Ernst & Young's Report points out that all of the above translates into
cost savings, an improvement in operational efficiency, a neutralisation of
the associated risks and a better positioning and bargaining power when taking
out and enforcing the insurance policies.

Ernst & Young's Report on allocation criteria used to distribute the
premiums related to Endesa’s Annual Insurance Plan concludes that the
allocation keys applied by Enel, which are the same as those applied the
preceding year, to distribute the premiums of each type of global policy are
based on the principles of rationality and proportionality, since they are
adapted to the nature of the service and the circumstances in which it is
provided, and the benefit obtained by the recipient is made evident.
Therefore, the allocation keys of the resulting premiums are fair and
reasonable from the standpoint of Endesa and the shareholders who are not
related parties.

Therefore, Ernst & Young's Reports conclude that the renewal of the
services associated with the Insurance activity, together with the extension
of the Insurance Mandate, and the allocation keys of the resulting premiums,
are fair and reasonable from the standpoint of Endesa and the shareholders who
are not related parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

The rest of the members of the Audit and Compliance Committee took part in
preparing this Report on the “RENEWAL OF THE INSURANCE MANDATE AND THE
ASSOCIATED SERVICES INCLUDED IN THE TECHNICAL AND MANAGEMENT SUPPORT SERVICE
CONTRACTS WITH ENEL SPA” and agreed on its contents.

In light of all the aforementioned background, the Audit and Compliance
Committee concludes that:

* The renewal of the services associated with the Insurance activity, including
the Insurance Mandate, until 31 December 2025, resulting in the provision of
certain services by Enel to Endesa's entities, provides different benefits to
the Endesa's entities receiving such services. In particular, the benefit or
advantage that these services bring to Endesa's entities translates into cost
savings, better operational efficiency, neutralisation of the associated risks
and better positioning and bargaining power when taking out and enforcing
insurance policies.

* The consideration applied is consistent with the arm's length principle and,
therefore, is close to market value. Consequently, the economic rationale of
the transaction is verified.

* Furthermore, distribution keys used by Enel to distribute the premiums of each
type of global policy are based on the principles of rationality and
proportionality, since these are adapted to the nature of the policies and the
circumstances in which they are provided, and the benefit obtained by the
recipient is made evident.

The Audit and Compliance Committee concludes that the renewal in 2025 of the
Insurance Mandate and associated services included in the Technical and
Management Support Services between Endesa Group companies and Enel Group
companies is fair and reasonable from the standpoint of Endesa and its
shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE PROVISION OF SERVICES BY THE COMPANIES ENDESA, S.A.,
ENDESA MEDIOS Y SISTEMAS, S.L., AND EDISTRIBUCIÓN REDES DIGITALES, S.L. TO
ENEL IBERIA, S.L.U. AND ENEL GLOBAL TRADING S.P.A.

Report of the Audit and Compliance Committee on the fairness and
reasonableness of the provision of services by the companies Endesa, S.A.,
Endesa Medios y Sistemas, S.L., and EDistribución Redes Digitales, S.L. to
Enel Iberia, S.L.U. and Enel Global Trading S.p.A.

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529u of the
amended and restated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa's Audit and Compliance Committee
hereby issues this Report to assess whether the transaction is fair and
reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE TRANSACTION

a) Purpose of the transaction.

The purpose of the proposed contract extensions is to enable certain Endesa
Group companies, namely Endesa S.A., Endesa Medios y Sistemas S.L., and
EDistribución Redes Digitales, S.L., to continue rendering services to
certain Enel Group companies, namely Enel Iberia, S.L.U. and Enel Global
Trading S.p.A.:

i) Extension of the agreements for the provision of services to Enel Iberia,
S.L.U. They were originally signed in 2015 and the extensions, if approved,
will take effect on 01 January 2025 for a term of one year, i.e. until 31
December 2025.

The contents of these agreements is as follows:

* Corporate services provided by Endesa, S.A to Enel Iberia, S.L.U: support
activities in administration, finance, and controlling, including assistance
in accounting, finance management (collections and payments), insurance and
tax management, human resources and organisation, occupational health and
safety ('safety'), general services and security ('security'), procurement,
legal advice, regulation, environment and sustainability, and communication.

* Leasing of spaces and provision of related services by Endesa Medios y
Sistemas, S.L and EDistribución Redes Digitales, S.L. to Enel Iberia, S.L.U:
leasing of office space and commercial premises, as well as leasing of surplus
spaces and related services, including but not limited to building
maintenance, cleaning and security, and facility management.

ii. Extension of the agreement for the provision of services to Enel Global
Trading S.p.A.

The purpose of the transaction is to extend the existing Agreement for the
Provision of Energy Management Technical Services that Endesa S.A. provides to
Enel Global Trading S.p.A., whereby Endesa personnel provides services related
to the management of Enel’s gas portfolio, including the negotiation and
execution of gas purchase and sale agreements and the logistical management of
gas transportation, loading and unloading.

The technical services under analysis stem from the Joint Management Agreement
between Endesa Energía, S.A. (a company wholly owned by Endesa) and Enel
Global Trading, in respect of the LNG contracts of each company and the
associated sea transport by carrier. The Joint Management Agreement reflects
the mutual will of the parties to jointly manage both services in order to
enhance their respective positioning and strategy, optimise their operational
efficiency and reduce the costs and risks inherent in the business.

The services provided by Endesa S.A. include the following activities carried
out by Endesa personnel:

 Negotiating, arranging and signing long-term gas/LNG sale and purchase
agreements.

 Renegotiating existing long-term agreements (including price revisions).

 Prospecting new gas-related businesses, assessing innovative solutions and
managing all project development activities.

 Managing logistics services and LNG trading operations with the
counterparty and loading and unloading terminals.

 Managing the portfolio of charter contracts, maintaining a network of
contacts with other shipowners/charterers/brokers and appraising the merits of
new LNG shipping projects.

The extension of the agreement was originally signed in 2017 and the
extension, if approved, will be for a term of one year from 01 January 2025,
i.e. until 31 December 2025.

b) Transaction amount.

The proposed agreements for the provision of services by Endesa, S.A., Endesa
Medios y Sistemas, S.L., and EDistribución Redes Digitales, S.L. to Enel
Iberia, S.L.U. and Enel Global Trading S.p.A. amount to 9.76 million euros for
2025, according to the following breakdown:

- Corporate services provided by Endesa, S.A to Enel Iberia, S.L.U: 3.3
million euros.

- Leasing of surplus spaces and provision of related services by Endesa Medios
y Sistemas to Enel Iberia, S.L.U: 4.2 million euros.

- Leasing of surplus spaces and provision of related services by
EDistribución Redes Digitales, S.L. to Enel Iberia, S.L.U: 1.4 million euros.

- Provision of Technical Energy Management Services by Endesa S.A to Enel
Global Trading S.p.A.: 0.86 million euros.

The prices have been calculated on the basis of the costs incurred by the
service provider (Endesa, S.A., Endesa Medios y Sistemas, S.L., and
EDistribución Redes Digitales, S.L.), plus a market mark-up where
appropriate. A mark-up of 5% will typically be applied, although this
percentage will be changed if it is not considered an arm’s length value.

Costs related to services provided by third parties or to advertising
campaigns carried out by third parties, where the service provider (Endesa,
S.A., Endesa Medios y Sistemas, S.L., and EDistribución Redes Digitales,
S.L.) does not deliver any added value shall not be subject to any mark-up,
and the cost borne by the service provider will be deemed included in the
price of the service.

If E-Distribución provides space leasing, subleasing and related services to
Enel Iberia, no mark-up shall be added, as E-Distribución’s corporate
purpose consists exclusively of the distribution of electricity.

Payments under the contract accrue annually and a single annual invoice will
be issued in the first 30 days of December. If the effective figures, both on
costs and allocation keys, are not available, or only partially available, as
of the date on which the invoice is issued for the year in which the services
were provided, the parties shall adjust the price accordingly within the first
six months of the following financial year, in accordance with the price
revision clause.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

The companies providing the services: Endesa, S.A., Endesa Medios y Sistemas,
S.L., and EDistribución Redes Digitales, S.L. The companies Endesa Medios y
Sistemas, S.L. and EDistribución Redes Digitales, S.L. are fully-owned
subsidiaries of Endesa S.A.

The companies receiving the services: Enel Iberia, S.L.U. and Enel Global
Trading S.p.A.

Enel and its subsidiaries (excluding the Endesa Group) and Endesa and its
subsidiaries are considered 'the same counterparty' for the purposes of
determining the thresholds for related-party transaction publication. In other
words, the same counterparty is considered both the related person, whether
natural or legal, as well as any other entity under their control and, in the
case of natural persons, their close relatives, as defined in IAS 24.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

a) Operational, technical, and commercial reasonableness of the transaction

The main reason for extending the services provided by Endesa, S.A., Endesa
Medios y Sistemas, S.L., and EDistribución Redes Digitales, S.L.U. to Enel
Iberia, S.L.U. is that the service providers render these services on a
regular basis to Endesa Group companies in Spain and therefore possess the
necessary resources and assets. Therefore, providing these services to Enel
Iberia will not generate further costs for the Endesa Group and will allow a
portion of the existing costs to be transferred to a company that is not part
of the Endesa Group.

Moreover, the companies providing the services have yet to encounter any risks
associated with the provision of the services.

Therefore, this arrangement results in an optimisation of resources and a
reduction in costs for Endesa Group companies, two issues that stand to
benefit any company acting in the interest of the Group and of shareholders
who are not related parties.

The main reason for extending the services that Endesa, S.A. provides to Enel
Global Trading S.p.A. is that the joint management of Shipping and LNG
contracts enhances positioning and strategy, maximises the operational
efficiency of the assets and optimises the costs and risks inherent in the
activity. Consequently, Endesa, by providing technical services to Enel Global
Trading, is able to transfer a portion of its costs to a company that is not
part of the Endesa Group, which is consistent with the resource optimisation
strategy of Endesa Group. It also allows the Endesa Group to become a market
operator with greater capacity than it would otherwise have individually, and
with better positioning and increased negotiating power also, thus unlocking
more opportunities and allowing the Group to obtain more competitive price
offers, achieve planning optimisation and synergies (reducing unfavourable
spot purchases and days spent idle), and react better to force majeure events
(delays, unexpected transaction, etc.).

b) Economic reasonableness. Methods used

The re-invoicing of costs plus a mark-up, distributed according to an
allocation key, is a widespread practice, validated by the OECD in its
Transfer Pricing Guidelines.

In view of the characteristics of these transactions, the absence of
comparable transactions with independent entities, and publicly available
information, the Transactional Net Margin Method (TNMM) is considered the most
suitable transfer pricing methodology for the purpose of applying the arm’s
length principle.

Moreover, applying a 5% mark-up is standard practice among multinational
groups when it comes to the compensation of management support services.

Last but not least, the value of the mark-up applied here is consistent with
the value of the mark-up applied to the management support services that Enel,
S.p.A. provides to Endesa, S.A. (5%), which are substantially similar in
nature. These management support services provided by Enel, S.p.A. have been
subject to a prior unilateral valuation agreement with the Spanish tax
authorities valid for the tax years 2024 to 2027, thus helping to ensure the
consistency of the transfer pricing policy applied across the Enel Group, to
which the Endesa Group companies also belong.

The re-billing of costs without a mark-up also happens to be a practice
validated by the OECD Guidelines (when a group member incurs sundry costs on
behalf of a related entity, it may be appropriate to pass on these costs
directly to that entity without applying a mark-up, as these costs are
essentially expenses that the group members would have borne directly had they
been independent (pass-through costs)), on the understanding that where it is
possible to identify comparable transactions between unrelated parties, the
Comparable Uncontrolled Price (CUP) method is the most direct and reliable
method for applying the arm’s length principle.

The practice applied also happens to be fully compliant with electricity
legislation governing the separation of regulated and non-regulated
activities.

As a conclusion of the analysis of the mark-up determination criteria:

* The methodology for determining the cost base and the allocation criterion
defined for determining the amount of the Related-Party Transaction is
consistent with Article 18.5 LIS.

* The aforementioned criteria for selecting the transfer pricing method (CUP and
TNMM, based on estimated costs) are consistent with the OECD Guidelines, in
light of the comparability analysis of the parties taking part in the
Related-Party Transaction and the clauses of the agreement to be entered into
by the parties.

* Likewise, it is considered that the criterion determined for adding or not
adding a mark-up on the costs budgeted by the service providers is reasonable,
and that, when this criterion is applied, the 5% mark-up is consistent with
the mark-up that independent parties would be willing to agree on under
comparable conditions.

Accordingly, it is reasonable to conclude that the transfer pricing
methodology defined for this Related-Party Transaction is consistent with the
market value principle.

c) Legal and commercial reasonableness of the transaction

The legal and commercial terms of the Agreements included in the Related-Party
Transaction have been reasonably articulated around contractual terms and
conditions that could have been agreed by independent parties.

Moreover, all of the agreements contain safeguard clauses for Endesa, such as
terms governing non-assignment, agreement termination, force majeure, mutual
confidentiality obligations, governing law and jurisdiction, and respective
liability of the parties to the agreements.

Therefore, in light of the legal and commercial terms and conditions of the
agreements, it can be concluded that the Transactions have been reasonably
articulated around contractual terms that could have been agreed with
independent parties.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

The Audit and Compliance Committee’s analysis took into account the report
of Deloitte Legal, S.L.P. ('Deloitte') on the fairness and reasonableness of
authorising the extension of the agreements under review.

The report prepared by Deloitte for Endesa's Audit and Compliance Committee
concludes that the Transactions are fair and reasonable from the standpoint of
Endesa and, in particular, the shareholders who are not related parties,
including unrelated minority shareholders.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

In accordance with Article 529u, paragraph 3, of the Capital Corporations Law,
Mr. Stefano De Angelis, who is a shareholder-appointed director and
representative of Enel, was not involved in the preparation of this Report.

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report on the provision of
services by Endesa Group companies to Enel Iberia, S.L.U. and Enel Global
Trading S.P.A.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that, with the agreements subject to the analysis:

 The transactions consisting of the provision of services to Enel Iberia
allows Endesa, Endesa Medios y Sistemas, and EDistribución Redes Digitales to
transfer a portion of their costs to a company that is not part of the Endesa
Group, without this entailing an incremental effort for the service providers,
nor have the parties encountered any risk so far under this arrangement.

* The provision of services to Enel Global Trading maximises the operational
efficiency of Endesa’s human, material and technical resources and optimises
its costs, while also improving their ability to manage and mitigate the risks
inherent in the LNG business.

* The pricing method applied conforms to Spanish tax legislation on transfer
prices and to OECD guidelines, as the prices of this transaction reflect what
independent parties would have agreed under similar circumstances.

* The Related-Party Transaction has been reasonably articulated around
contractual terms and conditions that could have been agreed by independent
parties.

In view of the above, the Audit and Compliance Committee concludes that the he
extension of the agreements for the provision of services by Endesa, S.A,
Endesa Medios y Sistemas, S.L., and EDistribución Redes Digitales, S.L. to
Enel Iberia, S.L.U. and Enel Global Trading S.P.A., as recipients, during
fiscal year ending 31 December 2025 are fair and reasonable from the
standpoint of Endesa and its shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF RENEWAL OF THE JOINT MANAGEMENT AGREEMENT FOR SHIPPING AND
CONTRACTS FOR LNG BETWEEN ENDESA ENERGÍA AND ENEL GLOBAL TRADING FOR 2025

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529u of the
amended and restated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

Furthermore, Endesa has developed its own internal regulatory framework in
this area, which includes, inter alia, a Related-Party Transaction Regulations
approved by the Board of Directors, as well as a Related-Party Transaction
Operating Procedure approved by the Audit and Compliance Committee,
implementing the guidelines set forth in the Regulations and defining the
proceedings, functions and responsibilities relating to the general rules on
requests for and the approval, publication, and monitoring of related-party
transactions. These regulations have been applied in this case.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background

At its meeting on 23 July 2018, Endesa's Board of Directors authorised the
execution of a joint management Agreement between Endesa Energía, S.A.U. and
Enel Global Trading S.p.A. for the charter and supply contracts for LNG
originating in the US, together with the associated sea transport. The
Agreement establishes a model for the operation and allocation of LNG carriers
and contracts belonging to these companies, setting objective rules subject to
subsequent verification by independent experts (the 'Agreement').

The Agreement established the performance of three related-party transactions
between Endesa Energía, S.A.U. and Enel Global Trading S.p.A., all of which
are of a different nature but linked to each other: first (and the subject of
this Report), the joint management of LNG shipping and FOB contracts
originating in the US; second, the possibility of LNG sales between the
parties; and, finally, the services mutually provided by the parties as a
result of the creation of the joint management unit.

The Board of Directors subsequently authorised successive annual renewals of
the Agreement, always following a favourable report from the Audit and
Compliance Committee and independent third parties.

b) Purpose of the transaction.

The purpose of this transaction is the renewal of the Joint Management
Agreement for Methane Carriers and of the FOB LNG contracts from the US
between Endesa Energía, S.A. and Enel Global Trading SpA for 2025, for an
estimated value of €90M. The Audit and Compliance Committee shall be
informed of the final amount of the transaction.

The agreement regulates the joint management of carriers and the joint
management of LNG contracts:

Joint management of carriers: The operational management of carriers is
coordinated by a central management team, made up of Endesa and Enel Global
Trading S.p.A ('EGT') staff, which covers only the shipping corresponding to
the associated US Free On Board (FOB) charter contracts of both companies. The
ownership of the contracts does not change. Each company maintains the
ownership of its charter policies, as well as its obligations to the ship
operator. However, re-invoicing mechanisms are in place to adjust the balance
of payments according to the rights of use (for the permanent fleet) and
according to the effective use for spot charters.

The Carriers’ Joint Management Agreement enables Endesa and Enel to use the
vessels of either of the two companies that are best positioned, in order to
minimise the cost of each trip. The Agreement also establishes an operations
model with objective, mutual, and balanced rules and guarantees that they can
be subsequently verified by independent experts.

Joint management of LNG contracts: The agreement for the joint management of
the LNG contracts was intended to optimise resources by conducting activities
such as annual contract planning and to take advantage of operations
opportunities. The agreement provides for the option of exchanging cargo
slots, provided that they occur within the same month and without this leading
to any financial adjustment between the parties. These exchanges may take
place in response to operational needs and changing business requirements,
thus improving the running of the business.

c) Transaction amount

> Shipping transactions between Endesa Energía and EGT are priced in
accordance with the following process:

> The management team will prepare the permanent fleet schedules on the
basis of the US FOB contracts and estimated needs at the start of each period,
with the aim of minimising sea transport costs. These schedules shall take
into account both permanent carriers and other spot carriers required to meet
such needs.

> Rights of use will be allocated to the carriers (days of use per year)
and the average price of the permanent fleet will be determined.

> Spot gas shall be arranged as and when necessary to cover any shortfall
between the permanent fleet and total requirements. In such cases, the amount
effectively delivered will be the difference between the allocated permanent
carrier rights and the total requirements of each party.

> Each company will be responsible for paying for its carriers to the ship
operator, according to the terms and conditions of its own contracts. However,
own carrier rights of use will be allocated, among others, on the basis of
each company’s FOB contracts, while spot charters will be allocated on the
basis of each company’s additional requirements over and above its rights of
use. The amount paid by each company will be adjusted every quarter according
to the amount effectively applicable, as per its rights of use and the use of
the additional spot price, according to the allocation factor.

> Any surplus capacity may be put on the market or exchanged between
companies at market prices. The market price used for the charter contracts
between Enel and Endesa is calculated as the average of the weekly quoted
prices for the month prior to the contract execution date, which should be one
month before delivery of the carrier. This average is based on the weekly
quoted prices of the following companies: 'Affinity LNG', 'Braemar',
'Clarksons Platou', 'Gibson', 'Poten & Partners', 'Simpson Spence Young',
and/or 'Fearnley LNG'. This procedure ensures that the freight level of the
carrier exchange is representative of the market.

> Whether further spot carrier purchases take place during the year will
depend on:

* If such purchases specifically relate to the joint management arrangement,
they shall be shared between both parties by applying the agreed allocation
factors.

* If the purchases are made for reasons not envisaged in the schedule or linked
to the shipping management process, the cost shall be borne by the company
requiring such additional gas.

> The costs associated with each trip (loading, unloading and channels)
will be charged to the owner of the LNG transported in such trip.

> As long as a transaction is beneficial to the overall portfolio, it will
go ahead, and if one of the parties is negatively affected at the outset, that
party will be compensated accordingly so that the economic balance resulting
from the last agreed Shipping Schedule is restored.

> If the change in the Shipping Schedule is caused by one of the parties,
the costs or revenues arising from such a change shall be passed on to the
party to have caused the change, within the scope of the days set out on the
last agreed Shipping Schedule actually affected by the change. Additional
costs or revenues related to days other than those mentioned above will be
passed on to the parties concerned according to the last agreed Shipping
Schedule. The Joint Management Unit shall provide each party with a
preliminary assessment of the impact of the proposed change.

The allocation factor will be determined at the beginning of the period based
on each company’s needs. Quarterly adjustments will be made based on the
average permanent fleet and spot prices obtained from the initial schedule,
with the cost for each company being rebilled in accordance with the allocated
rights of use. If the rights of use are exceeded, the additional usage
(whether permanent or spot fleet) shall be paid for at the spot price. If
these rights of use are not ultimately used, the excess shall be allocated at
market price to the other company or sold to third parties.

The adjustment will be calculated as the difference between the costs already
borne by each company (payment to the ship operator) and the costs determined
according to the allocated use. The allocation percentages initially
established shall be reviewed so as to ensure that they reflect the changes
with respect to the initial shipping needs in the medium term. The initially
quoted price may be adjusted if deviations between the quoted and actual costs
occur.

In relation to the renewal of the 'Joint Management Agreement for Methane
Carriers and FOB Contracts for LNG of US origin for 2025, ' the estimated(1)
value of the Joint Management Agreement for 2025 for the Shipping business is
€55.66M ($62.20M), being the sum of the amounts to be paid by Endesa to Enel
for using its vessels, the amounts to be paid by Enel to Endesa for using its
vessels, and the amount paid for the quarterly adjustments.

However, due to the volatility that Endesa expects to encounter within the LNG
freight market in 2025, due not only to the inherently volatile nature of the
LNG freight market, which has seen price increases of 100–300 k$/day at
times of low carrier availability and high LNG prices, but also to the
uncertainty facing the two most important channels in the world: carriers
traversing the Suez Canal are being affected by the conflict in the Middle
East, while those heading through the Panama Canal face restrictions due to
the current drought in the country. This could lead to lower carrier
availability and push up the price of shipping. Therefore, an agreement value
for the shipping business of €90M has been considered.

(1 )Estimated according to market prices on 1 October 2024.

These amounts do not include the costs of the Joint Management Unit, as they
are included in the Technical and Management Support Services Contract for
2025. Similarly, the proposed arrangements do not include intra-group sales
and purchases of LNG, which shall be treated separately and on a case-by-case
basis.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

One party is Endesa Energía, S.A.U. ('Endesa Energía'), a company fully
owned by Endesa, S.A., and therefore a subsidiary thereof.

The other party is Enel Global Trading S.p.A. ('EGT'), a company fully owned
by Enel S.p.A and therefore a subsidiary thereof.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF

ENDESA AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES 1. Operational,
technical, and/or commercial rationale

The main purpose of the Agreement adopted between Endesa Energía and Enel is
to increase flexibility and take advantage of the synergies of the Enel
Group's operations.

In this way, the transaction allows the following: (i) design and preparation
of the gas strategy, (ii) management of forward gas contracts, (iii) transfer
of contracts, (iv) management of the wholesale margin, and (v) operational
management of the gas, all of which will be carried out with a global
approach, in addition to (i) management of the commercial margin and the
pricing strategy, (ii) customer management, (iii) local logistics management,
(iv) risk management, and (v) hedging execution, all of which will be carried
out locally.

It is therefore reasonable to have a centralised management model in line with
the Enel Group's Strategic Plan and Endesa's Strategic Plan, which allows EGT
and Endesa Energía to optimise the carrier fleet, with a view to maximising
the value of contracts (maximising revenues and minimising costs). Moreover,
the Joint Management Unit, conceived as a market operator with a stronger
position and greater negotiation capacity than EGT and Endesa Energía
separately, makes it possible to better use opportunities and increase
competitiveness in obtaining price offers.

(2) Endesa Group: for the purposes of internal regulations on related-party
transactions, the term 'Endesa Group' refers to Endesa, S.A. and its
subsidiaries, as defined in Article 42 of the Spanish Commercial Code.

Benefits Delivered under the Joint Management Model

Aside from the three joint management alternatives mentioned above, each
company (EGT and Endesa Energía) could independently manage its fleet and
contracts. However, in doing so they would not benefit from the features
detailed below. Additionally, their operating costs would be higher and this
would not therefore lead to any economic or operational optimisation, as would
be the case under the joint management model.

Therefore, the advantages provided by the Joint Management Agreement for
methane carriers and the FOB contracts for LNG of US origin are summarised
below:

* Positioning and strategy. The joint management of shipping and LNG contracts
enhances strategic positioning, maximising synergies in the operation of
assets and minimising the costs and risks associated with the activity. In
addition, joint management provides a swift response to specific incidents
that may alter the amount of LNG available in an agile manner and to complete
purchase and sale transactions that respond to the financial interests of
Endesa Energía and EGT, provided that the financial conditions are beneficial
to both companies.

* Operational capacity. Joint action increases the fleet usage efficiency,
allowing the optimisation of routes according to the needs of Endesa Energía
(incorporating certain variables, such as the calculation of times, distances,
and routes and making the relevant adjustments, according to each situation).
In addition, it can streamline the response to any need avoiding the need for
recurrent carrier sub-charter processes. Moreover, the use of opportunities
and their geographical scope is expanded, contributing to better risk
management.

* Risks. The economic risks inherent in the activity are reduced through joint
action. An increase in the management capacity mitigates the risks associated
with shipping activity (loading losses, delays, climate changes, etc.). In
addition, the larger number of joint resources allows the companies to deal
more easily with unforeseen events and, where applicable, to overcome them
successfully.

* Costs. The capacity to perform intra-group LNG transactions between Endesa
Energía and EGT prevents the need to go to the market, saving the associated
costs, reducing counterparty risks, increasing the security of supply and
improving margins. Likewise, it offers savings in port costs derived from
economies of scale (tugboats, pilots, moorings, etc.), thus optimising how
activities are planned and avoiding the unnecessary transfer of assets.

* Autonomy. Decision-making through joint action within the framework of a
centralised management model provides a high degree of independence. In this
regard, the advantages of this model are not limited to the management and
coordination of the activities on a centralised basis, as a result of the
ensuing synergies and cost-effectiveness. It provides each company with a high
degree of autonomy, as they can manage their own carriers.

Therefore, joint management can be considered, in principle, as a market trend
that improves the positioning and strategy of the companies, while maximising
the operational efficiency of assets and mitigating the costs and risks
inherent in the activity, to the extent that such joint management is
exercised according to a set of predefined rules that ensure that benefits are
obtained without jeopardising the interests or operations of any of the
parties.

2. Guarantees provided

Within two months from the end of each contract period of the Agreement, the
Joint Management Unit shall send the relevant documents to each party
evidencing the mutual provision of the services, including but not limited to:

* Compliance with the Shipping Schedule and any adjustments to the one sent
prior to the start of the relevant contract period.

* The factors and allocation criteria used to award the shipping contracts.

* The average own shipping and spot shipping prices applied during the period.

* Sales to third parties or between the parties and spot shipping purchases
under the agreed terms and conditions.

* The adjustments between the parties derived from the Use Factor. This review
shall be conducted by independent experts appointed by Endesa.

If within four months of receiving the documentation neither of the parties
has raised any objection, the transactions carried out during the relevant
period shall be deemed to be final.

In the event of any dispute when performing the Agreement, the parties shall
apply the dispute resolution procedure set forth in Clause 18 of the
Agreement, whereby they undertake to negotiate for 15 days. Any agreement
ultimately reached during that time will require the approval of Endesa’s
Audit and Compliance Committee. If no agreement is reached, the parties shall
submit the dispute to three arbitrators appointed by the International Chamber
of Arbitration based in Paris.

The Agreement provides specific mechanisms for reviewing performance of the
Agreement and for dispute resolution, which can be considered objective and
balanced for the interests of both parties and also comply with the specific
procedures approved by Endesa in relation to related-party transactions,
enabling the resolution of disputes in terms similar to those that would be
agreed by independent parties.

The Agreement also states that Endesa reserves the right, prior to payment, to
review the documentation contained in the above points in order to verify
compliance with the requirements for deducting the expenses of the recipient
companies.

These checks make it possible to reinforce the conclusions of this report.

3. Economic reasonableness

The OECD Guidelines establish that, in order for an intra-group provision of
services to comply with the arm's length principle, it is necessary to
determine whether the activities carried out by the provider generate a
benefit to the recipient (benefit test), so that an independent third party
would have been willing to carry out the activities covered by the services or
to engage with another entity for such purposes. This requirement is also set
out in Article 18(5) of the Spanish Corporate Income Tax Law, which states
that the recipient must receive a benefit or profit in order for the
arrangement to qualify as an intra-group service.

The Joint Management of LNG carriers and FOB LNG Contracts of US origin arises
from the need to optimise the use of contracted carriers to meet the needs of
both companies. This allows Endesa Energía and EGT to benefit from
operational agility and efficiency, increasing their incident management
capacity and allowing them to make greater use of business opportunities,
while optimising the human, material, and technical resources.

The expectation of mutual and proportional benefit is essential for
independent companies when agreeing to share the risks and rewards of pooling
resources and skills. As this allocation system would be applied within the
context of joint management of shipping, a reasonable expected benefit
resulting from such joint management—compared to the individual management
of the activities— would justify the execution of the transaction at the
same price established by the third-party ship operator under the policy
contracts provided.

With regards to the compliance with the market value principle, on the basis
of a comparability analysis conducted by PwC and in accordance with paragraph
2.14 of the OECD Guidelines and Article 18.4 of the Spanish Corporate Income
Tax Law, it has been concluded that the Comparable Uncontrolled Price ('CUP')
method is the most appropriate to verify that the price established in the
related-party transactions carried out in the context of the joint management
of shipping and FOB LNG contracts between Endesa Energía and EGT is in line
with the principle of free competition.

The pricing system applied to related-party transactions is based on a scheme
for the allocation of the prices set by independent third parties (both of the
carriers that each company delivers through the policies signed with
third-party ship operators and of any spot carriers that need to be acquired
according to the schedule), based on the percentage of days of use allocated
to each company. Therefore, information is available on comparable
transactions carried out between independent third parties, allowing the CUP
method to be applied through external benchmarks.

In addition, to verify that these transactions are carried out at market
prices, they will be compared with the reference monthly price calculated
using the average weekly references of at least the following firms (or others
of similar standing): Affinity LNG, Braemar, Clarksons Platou Gibson, Poten
& Partners, Simpson Spence Young, and Fearnley LNG, so as to ensure that
any deviation is under 2%.

The annual cost allocation between EGT and Endesa Energía is calculated,
among others, based on the volume of contracts of each company, as established
in the Joint Management Agreement. The distribution key used is linked to the
profit obtained (or expected) by the entity receiving the services, so it can
be reasonable to conclude that it meets the reasonableness criteria
established in the related-party transaction regulations governing the
distribution of consideration among the entities benefiting from the services.

For all the above, it is concluded that the method used to determine the price
of the related-party transaction between Endesa Energía and EGT is consistent
with the prices that independent parties would have agreed under similar
circumstances. Therefore, it can be concluded that the transaction is fair and
reasonable from the standpoint of Endesa and, in particular, its shareholders
other than the related party, i.e. other than the Enel Group.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
the following reports into account:

- The Report prepared by PricewaterhouseCoopers Tax and Legal S.L. and
PricewaterhouseCoopers Asesores de Negocios, S.L. (hereinafter 'PwC') on the
fairness and reasonableness of the agreement analysed herein.

PwC issued its Report in its capacity as an independent expert. On the date
the report was issued, PwC did not maintain any sort of commercial
relationship with the Enel Group or with the Endesa Group that could
compromise its capacity as an independent expert for the purposes of issuing
its Report or that could give rise to a conflict of interest in conducting the
analysis and drawing up the conclusions therein.

According to the Report prepared for Endesa's Audit and Compliance Committee,
joint management can be considered to enhance the positioning and strategy of
the companies, while maximising the operational efficiency of assets and
mitigating the costs and risks inherent in the activity, to the extent that
such joint management is exercised according to a set of predefined rules that
ensure that benefits are obtained without jeopardising the interests or
operations of any of the parties (technical and/or commercial rationale of the
transaction), and it can be concluded that the price set by the parties
(economic rationale) and the contractual terms and conditions conform to the
arm's length principle. The independent expert has examined the rules defined,
the guarantees applied, and the contractual terms and conditions agreed by the
parties, and concluded that the renewal for 2025 of the Joint Management
Agreement for methane carriers and FOB contracts for LNG of US origin between
Endesa Energía and EGT described in this document is fair and reasonable from
the standpoint of Endesa and the shareholders who are not related parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

First, it should be noted that the Audit and Compliance Committee is made up
of six non-executive members of the Board of Directors, five of whom (83%) are
independent. Furthermore, the Committee has a Shareholder-Appointed Director
representing the controlling shareholder Enel, who holds 70.10% of the share
capital of Endesa.

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report on the 'Renewal of the
Joint Management Agreement for methane carriers and the FOB contracts for LNG
of US origin between Endesa Energía and EGT for 2025. '

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that joint management:

* Is a practice that enhances Endesa's positioning and strategy, maximising
compliance with its Strategic Plan.

* Maximises the operational efficiency of the assets and the routes – which in
turn maximises earnings – and optimises the costs and risks inherent in the
activity.

* Makes it possible to optimise human, material and technical resources.

* Strengthens and broadens the Company's market positioning, giving it greater
capacity and bargaining power.

* Allows the Company to make the most of opportunities and synergies, in
addition to its geographic coverage, contributing to better risk management.

* Reduces costs stemming from bringing LNG operations to market, increasing the
security of supply and improving margins.

* The methodology for pricing the related-party transaction is aligned with the
principle of free competition.

* The contract terms of the related-party transaction are established according
to customary terms between third parties, for which reason they are
reasonable.

* Specific mechanisms for guarantees and review of the performance of the
Agreement and dispute resolution are established, in terms similar to those
that would have been agreed by independent parties.

The Audit and Compliance Committee concludes that the 'Renewal of the Joint
Management Agreement for methane carriers and the FOB contracts for LNG of US
origin between Endesa Energía and EGT for 2025 are fair and reasonable from
the standpoint of Endesa and its shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED-PARTY TRANSACTION CONSISTING OF SPOT PURCHASES
OF FUEL OIL BY ENDESA GENERACIÓN SAU FROM ENI TRADE & BIOFUELS SPA FOR
THE CANARY ISLANDS IN 2025

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529uof the amended
and restated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee, issues this Report to assess whether the transaction is fair and
reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

In Spain, Endesa Generación produces electric power both in the Iberian
Peninsula and in Non-Peninsular Territories (Canary Islands, Balearic Islands,
Ceuta, and Melilla).

Endesa Generación is one of the main generators with thermal units installed
in the Non-Peninsular Territories. Hence, Endesa Generación needs to procure
fuel oil so as to ensure the operation of its thermal plants.

Power generation in the Non-Peninsular Territories has the following
differentiating characteristics with respect to the system in mainland Spain:
(i) lack of economies of scale; (ii) need for greater reserve margins; and
(iii) utilisation of a specific technology mix conditioned by resource
availability, giving thermal generation a preponderant role in ensuring
security of supply.

Stemming from environmental limitations, the fight against climate change, and
the ecological transition, in the Canary Islands certain environmental
authorisations were modified in order, inter alia, to use, as liquid fuel for
power generation, 0.7% sulphur fuel oil, including those of the Lanzarote and
Fuerteventura thermal plants.

Fuels for electricity generation in the Canary Islands, as in the remaining
Non-Peninsular Territories, are required to be supplied in accordance with Law
17/2013, Royal Decree 738/2015 and Order TED/1315/2022, through fuel auctions
called by the Ministry for Ecological Transition and Demographic Challenge.
Nevertheless, there is no certainty that the supply of fuels can be ensured
after 1 January 2025 under the auction scheme. Therefore, Endesa must carry
out the actions available to it in order to guarantee the supply of fuel until
the auction.

The current contracts to supply liquid fuels for the Lanzarote and
Fuerteventura plants expire on 31 December 2024. Therefore, in order to ensure
continuity in the supply of power in the Canary Islands, starting on 01
January 2025, the Company needs to contract the supply of liquid fuels to the
Lanzarote and Fuerteventura plants in order to meet the demand for
electricity.

b) Purpose of the transaction.

The purpose of the transaction is to secure authorisation for spot purchases
of 0.7% sulphur fuel oil intended to Lanzarote and Fuerteventura between
Endesa Generación, SAU (as the purchaser) and Eni Trade & Biofuels SpA
(as the supplier), for supply during the year 2025, for a maximum volume of
60,000 tonnes, divided into two spot shipments of between 29,000 and 30,000
tonnes.

In any event, these transactions are not closed, as they are contingent on Eni
Trade & Biofuels SpA’s offer being the best, according to the terms set
out below.

The product will be delivered in DES (Delivered Ex Ship) position, with the
ports of unloading being Lanzarote (17,000 tonnes) and Fuerteventura (13,000
tonnes).

c) Transaction amount

The estimated total value of the transactions between Endesa Generación, SAU,
and Eni Trade & Biofuels SpA for a maximum volume of 60,000 tonnes of 0.7%
sulphur fuel oil each would be 26.2 million euros.

The price will be indexed to Platts FO 0.5% FOB Rotterdam barges and/or mean
CIF NWE GO 0.1%, average delivery month and following, plus a premium. The
0.7% sulphur fuel oil is not standard market quality; hence there is no
specific index for its pricing, whereas the 0.5% sulphur fuel oil, used as
fuel in maritime transport (bunker), and the 0.5% sulphur gas oil are standard
market quality.

The price of each transaction will be calculated on the basis of the delivery
terms of the purchased assets and in accordance with the market prices
pertaining to the market indexes applicable to each shipment.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

The other party is, Eni Trade & Biofuels, S.p.A., a company fully owned by
Eni, S.p.A. Eni, S.p.A, is in turn an investee company of the Italian
government, through direct (4.67%) and indirect holdings through Cassa
Depositi and Prestiti, S.p.A., a company controlled by the Italian government
(27.73%).

Under accounting legislation (IAS 24, IAS 10, and IAS 28), given that the
Italian government controls Enel, S.p.A. and Eni, S.p.A., the transaction
between Endesa Generación SA and Eni Trade & Biofuels, S.p.A., is
considered a related-party transaction.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational and strategic reasonableness of the transaction

The Related-Party Transaction should be analysed in the context of the
electricity generation needs of Lanzarote and Fuerteventura.

Endesa Generación will carry out the appropriate steps for the spot purchase
of 0.7% sulphur fuel oil for Lanzarote and Fuerteventura through a competitive
or bidding process for each shipment. For each process, Endesa Generación
will call for and receive offers from several suppliers, and will select the
most competitive one.

Endesa Generación supplies fuel oil for its Lanzarote and Fuerteventura
thermal plants by virtue of: (i) a supply contract, which regulates the
purchase of the product and the logistic operations leading to its delivery at
the plant; and (ii) purchases on the spot market, which have allowed the
company to optimise the provisioning cost where facilities are available that
make it possible to unload batches of the appropriate size. This is the case
of the spot purchases of shipments of 30,000 tonnes of 0.7% sulphur fuel oil
for Lanzarote and Fuerteventura.

Consequently, Endesa Generación estimates that two of the spot shipments of
30,000 tonnes of 0.7% sulphur fuel oil for the Lanzarote and Fuerteventura
thermal power plants could be awarded to Eni Trade & Biofuels SpA provided
that: (i) its offer provides for the lowest cost of all the bids requested
from third parties; and (ii) the cost of the fuel oil, once arrived at the
plant, is below that of the supply contract.

Therefore, it is reasonable to conclude that the transaction consisting of the
purchase of spot shipments of 0.7% sulphur fuel oil by Endesa Generación,
SAU, from Eni Trade & Biofuels SpA would be aligned with the purpose,
values, and strategic plan of the Company and the Endesa Group.

In any event, the Audit and Compliance Committee of Endesa, S.A. will be
informed of the definitive amounts of the Related-Party Transaction if it is
formalised.

2. Economic reasonableness of the transaction. Methods used

In accordance with the OECD Guidelines and Article 18.4 of the Corporate
Income Tax Law ('LIS'), the CUP method, which 'compares the price charged for
property or services transferred in a controlled transaction to the price
charged for property or services transferred in a comparable uncontrolled
transaction in comparable circumstances,' is the most reliable transfer
pricing method to establish the market value nature of the Related-Party
Transaction.

The CUP method through internal comparables is the most appropriate to justify
that the price set for the related-party spot purchase transactions of 0.7%
sulphur fuel oil between Endesa Generación, SAU and Eni Trade & Biofuels
SpA conforms to the principle of free competition.

The following methodology is used to set the price of the Related-Party
Transaction:

* For each required shipment, offers will always be requested from several
suppliers in addition to Eni. Endesa Generación will request offers from
large market players.

* Of the bids received, the contract will be awarded for the one that entails
the lowest cost for Endesa Generación, provided that the cost placed at the
plant is lower than that of the supply contract. The price for the sale and
purchase of 0.7% sulphur fuel oil is agreed according to the terms of delivery
for the purchase and sale (DES) and according to prevailing market prices as
per the relevant market index, plus a premium.

* Subsequently, an ex post validation exercise (outcome testing) will be carried
out in order to validate the terms ultimately applied to the sale and purchase
transactions and confirm that the pricing methodology was properly followed.
This review will be carried out by independent experts appointed by Endesa and
as regularly as deemed necessary by Endesa’s Audit and Compliance Committee.

Therefore, the acceptance or rejection of the transaction will be determined
in accordance with the market prices so obtained, which Endesa Generación
will have requested from independent third parties in advance, reasonably
reflecting a fiscal comparability analysis.

The Audit and Compliance Committee shall be informed of the final amount of
the transaction.

Therefore, it is reasonable to conclude that the price agreed for the
Related-Party Transaction is, in general, consistent with the market value
principle and in no case higher than independent parties in similar conditions
would have agreed.

3. Legal and commercial reasonableness of the transaction

The aforementioned agreement is established in reasonable terms for Endesa
Generación, SAU, as the party that would receive the Products.

In light of the legal and commercial terms and conditions, it can be concluded
that the Related-Party Transaction has been reasonably articulated around
contractual terms and conditions that could have been agreed by independent
parties.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
into account the report from Deloitte Legal, S.L.P ('Deloitte') on the
fairness and reasonableness of the authorisation for spot purchases of fuel
oil by Endesa Generación SAU from Eni Trade & Biofuels SPA for the Punta
Grande and Las Salinas thermal plants in 2025.

In the report issued for Endesa’s Audit and Compliance Committee, the
independent expert evidenced that it is reasonable to authorise spot purchases
of 0.7% sulphur fuel oil intended for Lanzarote and Fuerteventura between
Endesa Generación, SAU (as the purchaser) and Eni Trade & Biofuels SpA
for supply in 2025. Consequently, Deloitte concludes that the authorisation of
the related-party transaction is fair and reasonable from the standpoint of
Endesa and, in particular, its shareholders other than the related party, i.e.
shareholders other than the Enel Group.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

The rest of the members of the Audit and Compliance Committee took part in
preparing the Report on the fairness and reasonableness of the authority to
make spot purchases of 0.7% sulphur fuel oil intended for Lanzarote and
Fuerteventura between Endesa Generación, SAU (as the purchaser) and Eni Trade
& Biofuels SpA for supply in 2025, and agreed on its contents.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

1. The transaction consisting of the purchase of spot shipments of 0.7% sulphur
fuel oil by Endesa Generación, SAU, from Eni Trade & Biofuels SpA would
be aligned with the purpose, values, and strategic plan of Endesa Generación,
SAU, and the Endesa Group.

2. The origin of the related-party transaction is a bidding process by which
Endesa Generación, SAU, will request offers from several suppliers for the
purchase of spot shipments of 0.7% sulphur fuel oil for the Lanzarote and
Fuerteventura thermal plants, under defined conditions (quantity, quality,
period, and delivery), on the basis of which Eni Trade & Biofuels SpA
would receive the award only if it offers the lowest cost of the bids
submitted by all the suppliers; and the cost of the fuel oil, once arrived at
the plant, is below that of the Supply Contract.

3. The methodology used to determine the price for the Related-Party Transaction
conforms to Spanish tax legislation on transfer pricing and to OECD
Guidelines, as the prices of this transaction will reflect what independent
parties would have agreed under similar circumstances.

The Audit and Compliance Committee concludes that the authority to make spot
purchases of 0.7% sulphur fuel oil intended for Lanzarote and Fuerteventura
between Endesa Generación, SAU (as the purchaser) and Eni Trade &
Biofuels SpA (as the supplier) for supply in 2025 is fair and reasonable from
the standpoint of Endesa and its shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED-PARTY TRANSACTION CONSISTING OF THE RECHARGE OF
EXPATRIATE PERSONNEL SECONDMENT COSTS BETWEEN ENDESA GROUP COMPANIES AND ENEL
GROUP COMPANIES

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

It is common practice for personnel secondment to occur between the different
entities of the Endesa Group and the Enel Group, in order to promote
integration between companies and create synergies as a result of such
integration. This means that certain entities of the Endesa Group transfer
part of their staff ('expatriates') to entities of the Enel Group and vice
versa, with the companies that transfer the staff assuming initially the costs
related to the seconded personnel. For this reason, it is considered to be in
the mutual interest of both the Endesa Group and the Enel Group to proceed
with the temporary secondment of Enel's specialised personnel from different
countries to Endesa and vice versa, with these transfers between the companies
being formalised by means of the so-called 'Recharge Agreements for Personnel
Secondment.' This type of contract is common practice in multinational groups
in which employees are seconded between companies belonging to the same group.

This is a single category of contracts, whose legal elements and purpose are
identical:

- These are ordinary contracts, inasmuch as they are necessary in order to
properly allocate costs of this type of international exchanges;

- They are entered into according to a standardised model form in all cases,
with the exception of contracts executed with Chilean companies(1);

- Criteria relating to (a) selection of personnel to be seconded, and (b)
economic considerations, in accordance with general policies common throughout
the Endesa Group and the Enel Group, are applied;

- Maximum flexibility is required relative to the moment at which they are
entered into, amended or renewed, as well as their duration, in accordance
with the needs and specific moments when the personnel transfer is to take
place; in addition, the number of employees transferred will vary at any given
time; and

- This flexibility and connection with the precise number of employees being
assigned from time to time make it difficult to foresee each year the needs
and amount of the contracts.

In general terms, these operations do not entail any cost for any of the
companies involved, since the company benefiting from the service pays all
expenses to the home company. However, notwithstanding this circumstance, this
must be considered a related-party transaction and the relevant regulations
must be applied.

In accordance with the Spanish Securities Market Commission (CNMV) guidelines
'on the reporting regime for related-party transactions governed by Chapter
VII bis of Title XIV of the Capital Corporations Law,' which provide that
multi-year contracts must be valued in current rather than annualised terms,
the Recharge Agreements for Personnel Secondment analysed in this report shall
be approved on the basis of an estimate of the total duration of each
agreement; that is, current agreements have been valued as per the remaining
time until their termination.

b) Purpose and amount of the transaction.

The purpose of the transaction is to re-invoice the expatriate seconded
personnel costs arising from the execution of new contracts ('Recharge
Agreements for Personnel Secondment') or from the extension of contracts
previously authorised, entered into between Endesa, S.A. or its controlled
companies and companies of the Enel Group from 01 January 2024 until the end
of each of these contracts, which amount to a total of circa €4.82 M, of
which €1.29 M relates to employees seconded from Endesa and €3.53 M to
employees seconded from Enel. Herein below, these services shall be referred
to as “'Secondment Costs.'

The company hosting the seconded personnel shall be responsible for
coordinating, directing and managing these employees, without receiving in any
case instructions from the home entity, the latter acting as a mere
intermediary. Similarly, the company hosting the seconded employees shall be
responsible for instructing and providing the necessary assistance to
expatriate employees who have been seconded thereto. For their part, the
companies hosting seconded employees undertake this cost is estimated in
approximately USD 3,000--4,000 per employee per year.

(1) Chilean local regulations require that a mandate cost be included in the
re-invoiced cost base. The amount of

to pay the costs that their home entity would have had to bear with regard to
the seconded staff. Based on this analysis of duties, risks and assets, the
home entities may be classified as mere intermediaries in the secondment, and
they perform minimum duties and assume limited risks. In general, the
'Recharge Agreements for Personnel Secondment' are classified as pass-through
contracts.

'Recharge Agreements for Personnel Secondment' are framework agreements
prepared based on a unified model form that presents substantively common
characteristics for all the Agreements, which govern the legal and financial
terms for the recovery of the costs incurred by the 'Home Company' for the
international secondment of its personnel, by invoicing the 'Host Company' for
all these costs.

Whenever there is a new secondment, a 'Balance Sheet' is prepared, itemising
the specific estimated annual costs for the seconded employee, and clarifying
which costs will be assumed directly by the 'Host Company' (i.e., the company
that receives the services of the assigned personnel) and which costs will
remain at the Home Company (the company that has transferred the specialised
personnel) to be subsequently recharged. This document is attached to the
Recharge Agreements for Personnel Secondment as a schedule.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

Endesa Group Companies that have entered into agreements with Enel Group
Companies: Endesa, S.A., Endesa Energía, S.A.U, Endesa Generación, S.A.,
Enel Green Power España, S.L. and Edistribución Redes Digitales S.L.

Enel Group Companies that have entered into agreements with Endesa Group
Companies: Enel Grids Srl (100%), Enel X Srl (100%), Enel Américas S.A.
(82,27%), Enel Investment Holding BV (100%), Enel Brasil SA (82,27%), Enel
Colombia SA ESP (47,18%), Enel Green Power SpA (100%), Enel Services México
SA de CV (99,99%), Eletropaulo Metropolitana Eletricidade de Sao Paulo SA
(82,27%).

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF THE INTEREST OF ENDESA
AND OF SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational reasonableness of the transaction

Paragraph 7.5 of the OECD Guidelines, consistent with Article 18.5 LIS, sets
forth as the first requirement of intergroup services that they benefit or may
benefit the recipient. The reasons for and benefits of the transaction are as
follows:

* Shared experiences/knowledge: Both Endesa and its controlled subsidiaries and
the Enel Group have historically had an extensive international footprint that
determines the need for specialised personnel who can join companies in
different countries, contributing to the exchange of experiences and knowledge
between them and also favouring the professional growth of their workers and
those of the host companies. For this reason, it is considered to be in the
mutual interest of both the entities of the Endesa Group and those of the Enel
Group to proceed with the secondment of specialised personnel, with such
transfers between the companies being executed through the Agreements.

* Confidentiality: To the extent that the activities undertaken by the seconded
staff may have a strategic component for the Group (especially when sharing
expertise in certain areas where specialisation is key), they will entail a
high degree of confidentiality. Therefore, the provision of such services by a
third party would not be feasible, not only because any such third party may
lack the required expertise but also because of the sensitivity of the
information contained in the shared knowledge.

* Neutrality: Account must also be taken on the neutral effect of the monetary
amounts involved in the transaction and that will be received (or paid) by the
Endesa Group companies. As provided for in the Agreements, the price will be
fixed. The price includes all costs, as estimated by the 'Home Entity', which
will be recharged thereby, including any costs necessary to meet its
contractual obligations. The price so calculated should not include any
mark-up over the total costs calculated, except for Chilean companies. This
means that the Agreements, in any case, have no financial effect for the
Endesa Group entities, since they simply involve a cost recharging without any
mark-up and have no tax effect, with the exception of those Agreements to
which Chilean companies are parties.

In the specific case of exchanges of personnel with Enel Group entities
located in Chile, local regulations require that, in addition to direct and
indirect costs (actual costs incurred by expatriates, for which documentary
evidence must exist), an estimated amount be included in the re-invoiced cost
base. This so-called 'mandate cost' refer to the management and administration
expenses related to employees’ payroll and other services. This cost is
estimated at approximately 3,0004,000 USD per employee per year and is
therefore considered to have an insignificant impact for the purposes of this
analysis.

2. Economic reasonableness of the transaction. Methods used

The Recharge Agreements for Personnel Secondment enable the recovery of the
costs borne by the 'Home Company' by having part of its employees on
international assignment, in accordance with internal expatriation policies:

 Internal direct cost: Personnel costs, including fixed and variable
salary, social security, pension fund contributions, if any, special
incentives, supplementary benefits and any other costs directly related to
compensation.

- External direct cost: Travel and other external direct costs

- Internal indirect cost: Digital costs, administrative management, training,
etc.

OECD Guidelines establish as a second criterion for determining the
deductibility of an intra-group service charge, confirmation of the fact that
it represents fair compensation for the provision of such services in
accordance with the at arm's length principle. The transfer pricing policy
applied in the recharge of Secondment Costs by Endesa Group companies (either
as 'Home Entity' or 'Host Entity') consists of invoicing all costs associated
with the assignment of personnel.

Once it has been concluded that the costs incurred by the entity transferring
the expatriate staff should be recharged to the entity receiving said staff,
and that the cost base is reasonable, Article 18.5 LIS, aligned with the OECD
Guidelines, provides for services rendered jointly in favour of several
related persons or entities that (i) whenever possible, a direct or
individualised cost allocation criterion should be followed, and (ii) only in
those cases where this is not possible, an indirect distribution criterion
should be applied.

The costs corresponding to these personnel assignments are invoiced to each
beneficiary entity for each of the expatriate employees in the 'Host Company',
following a direct allocation criterion, since they can be identified
precisely.

Finally, consideration should be given to whether the mere re-invoicing of
services provided by expatriate staff is consistent with the at arm's length
principle, or whether a mark-up should be established.

In this regard, paragraph 7.34 of the OECD Guidelines provides that, when an
associated company is acting only as an agent or intermediary in the provision
of services, it is not appropriate to determine arm’s length pricing
applying a mark-up on the cost of the services.

Paragraph 1.174 of the OECD Guidelines recommends that the transfer or
secondment of individual employees among members of a multinational corporate
group should not be separately compensated, as a general matter. In many
instances the transfer of individual employees between associated companies
will not give rise to a need for compensation. Where employees are seconded
(i.e. they remain on the transferor’s payroll but work for the transferee),
in many cases the appropriate arm’s length compensation for the services of
the seconded employees in question will be the only payment required.

Therefore, in view of the above, it is reasonable to pass on the corresponding
costs to the entities to which the expatriate staff have been transferred,
without the application of a mark-up.

For all these reasons, it is considered that the consideration applied is in
line with the at arm's length principle and therefore its economic
reasonableness is justified.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
into account Ernst & Young Abogados, S.L.P.'s report on the fairness and
reasonableness of the agreements under review. Ernst & Young Abogados,
S.L.P. issued its Reports in its capacity as independent expert, having been
ascertained that at the date of issue of the Report EY Abogados did not
maintain any sort of commercial relationship with the Enel Group or with the
Endesa Group that could compromise its condition as independent expert for the
purposes of issuing this Report or that, in particular, could place it in a
situation of conflict of interest to conduct the analysis and draw up the
conclusions set out therein.

The Report concludes that the re-invoicing of employee assignment costs
through the 'Recharge Agreements for Personnel Secondment' between Endesa
Group companies and Enel Group companies provides advantages to Endesa, so it
can be concluded that Endesa obtains a benefit derived from the assignment of
employees giving rise to the cost recharge (technical and/or commercial
reasonableness of the transaction), and that the consideration applied is in
line with the at arm's length principle (economic reasonableness). Therefore,
the re-invoicing of costs between Endesa Group companies and Enel Group
companies is fair and reasonable from the standpoint of Endesa and the
shareholders who are not related parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

First, it should be noted that the Audit and Compliance Committee is made up
of five non-executive members of the Board of Directors, four of whom (80%)
are independent. Furthermore, the Committee has a Shareholder-Appointed
Director representing the controlling shareholder Enel, who holds 70.10% of
the share capital of Endesa. In accordance with Article 529u, paragraph 3, of
the Capital Corporations Law, Mr. Stefano De Angelis, who is a
shareholder-appointed director and representative of Enel, was not involved in
the preparation of this Report.

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report on the 'recharge of
expatriate personnel secondment costs between Endesa Group companies and Enel
Group companies.'

In accordance with the information contained herein, the Audit and Compliance
Committee concludes that the 'Recharge Agreements for Personnel Secondment'
between the companies of the Endesa Group and the companies of the Enel Group:

* Promote the professional development of Endesa employees, both expatriates and
those who locally share their work with Enel Group expatriates through the
exchange of experiences and knowledge.

* Have a neutral effect on the transactions’ consideration, which will be
received or paid by entities of the Endesa Group, since the 'Recharge
Agreements for Personnel Secondment' enable the recovery of the total costs
borne by the 'home company' for having some of its employees on international
assignment and the 'Host Entity' will not bear any mark-up charged by the
'Home Entity.'

The Audit and Compliance Committee concludes that the re-invoicing of the
secondment costs between Endesa Group companies and Enel Group companies is
fair and reasonable from the standpoint of Endesa and its shareholders other
than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE PROVISION OF SUPERVISION SERVICES FOR TELEPHONE CUSTOMER
SERVICES, TELEMARKETING, AND DIGITAL CHANNELS, INCLUDING INVOICING,
COLLECTION, CLAIMS, AND SALES QUALITY CONTROL CARRIED OUT BY ENEL COLOMBIA,
S.A. ESP FOR ENDESA ENERGÍA, S.A., AND ENDESA OPERACIÓN Y SERVICIOS
COMERCIALES, S.L.U. (EOSC), ON THE OFFSHORE PLATFORMS LOCATED IN COLOMBIA AND
PERU

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE PROVISION OF SUPERVISION SERVICES FOR TELEPHONE CUSTOMER
SERVICES, TELEMARKETING, AND DIGITAL CHANNELS, INCLUDING INVOICING,
COLLECTION, CLAIMS, AND SALES QUALITY CONTROL CARRIED OUT BY ENEL COLOMBIA,
S.A. ESP FOR ENDESA ENERGÍA, S.A. AND ENDESA OPERACIÓN Y SERVICIOS
COMERCIALES, S.L.U. (EOSC), ON THE OFFSHORE PLATFORMS LOCATED IN COLOMBIA AND
PERU

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529u of the
consolidated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

Furthermore, Endesa has developed its own internal regulatory framework in
this area, which includes, among others, a related-party transaction
Regulation approved by the Board of Directors and an operating Procedure for
related-party transactions approved by the Audit and Compliance Committee.
This procedure elaborates on the guidelines contained in the Regulation,
defining the operational framework, roles, and responsibilities in the
standard request procedure, as well as the approval, publication, and
supervision of related-party transactions. These regulations have been applied
in this case.

II. OVERVIEW OF THE TRANSACTION

a) Purpose of the transaction.

Currently, Endesa outsources Telephone Customer Services and Telemarketing
services to various multinational providers operating contact centre
platforms, some located onshore (Spain) and others offshore (Colombia and
Peru).

The purpose of this transaction is the provision of supervision services for
Telephone Customer Services, Telemarketing, and digital channels, including
invoicing, collection, claims, and sales quality control carried out by Enel
Colombia, S.A. ESP for Endesa Energía, S.A. and Endesa Operación y Servicios
Comerciales, S.L.U. (EOSC), on the offshore platforms located in Colombia and
Peru from 1 February 2025 to 31 January 2028.

Some of the key activities to be performed include:

* Supervising operations, including the implementation of necessary control
measures with the provider.

* Monitoring management indicators and generating management reports and
dashboards.

* Quality management based on the defined indicators.

* Managing marketing campaigns and projects at telemarketing centres for the
contract with EE, and at customer service, sales, and management centres for
EOSC.

* Monitoring sales, drops, rejections, and churn. Managing the sales War Room.

* Monitoring security measures.

* Providing on-site support for Contact Centre platforms and managing
communication with the platform managers designated by the provider.

* Identifying and analysing the impact of new tasks, procedures, or projects led
by Endesa or proposed by the service provider.

* Conducting training and operational coordination tasks with third parties to
ensure that the providers’ actions align with Endesa’s customer management
policies and procedures.

b) Transaction amount

The total amount for the services related to Telephone Customer Services,
Telemarketing, and Customer Service activities via Digital Channels, including
Invoicing, Collection, Claims, and Sales Quality Control carried out by Enel
Colombia throughout the contract period amounts to a total of €2,381,879
(including any potential travel expenses), with €1,661,782 allocated to
Endesa Operación y Servicios Comerciales, S.L.U. (EOSC) and €720,097
allocated to Endesa Energía.

This remuneration will cover all costs associated with the personnel providing
these supervision services (base salary, variable salary linked to performance
targets), as well as any centralised costs incurred by Enel Colombia, plus an
additional 4.3% margin on the aforementioned costs. This excludes travel
expenses, which will be re-invoiced without adding this margin.

The average cost has been calculated based on the salary range for each
profile provided by Enel Colombia to Endesa, along with telephone costs and
the annual bonus.

III. IDENTIFICATION OF THE PARTY LINKED TO ENDESA:

The companies providing the services: Enel Colombia S.A. is directly owned by
Enel Américas S.p.A., which is part of the Enel Group, and is indirectly
owned by Enel S.p.A. with a 47.2% stake.

The companies receiving the services: Firstly, Endesa Energía, S.A.U.
(‘Endesa Energía’) is a company fully owned by Endesa, S.A., and
therefore a subsidiary thereof; and Endesa Operaciones y Servicios
Comerciales, S.L.U. (‘EOSC’) is a company fully owned by Endesa Energía
and thus, indirectly, by Endesa, S.A., and a subsidiary thereof.

Enel and its subsidiaries (excluding the Endesa Group) and Endesa and its
subsidiaries are considered ‘the same counterparty’ for the purposes of
determining the thresholds for related-party transaction publication. In other
words, the same counterparty is considered to be both the related person,
whether natural or legal, as well as any other entity under their control and,
in the case of natural persons, their close relatives, as defined in IAS 24.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF ENDESA AND OF
SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational, technical, and business reasonableness.

To preserve the quality of the Telephone Customer Services, Telemarketing, and
Customer Service activities via Digital Channels, including Invoicing,
Collection, Claims, and Sales Quality Control, supervision by Endesa is
necessary to ensure that commercial and quality targets are met and to propose
corrective actions for their attainment. To leverage Enel Colombia's local
presence and expertise in call centre operations and enable Endesa Energía
and EOSC to benefit from operational agility and efficiency, the Related-Party
Transaction was formalised in 2010 and has been renewed to date.

In a liberalised market such as gas and electricity marketing, which is
characterised by narrow profit margins and the need to manage a large number
of contracts and clients while remaining cost-efficient, it is standard
practice to outsource Telephone Support and Telemarketing services to various
multinational providers operating contact centre platforms. These outsourced
services must be managed, supervised, and controlled. It is highly
advantageous for Endesa to rely on a company within the Enel Group for these
functions, as this ensures improved results through operational efficiency,
expertise, and cost-effectiveness.

Endesa could explore other alternatives to cover this service, such as (i)
insourcing the call centre service, (ii) insourcing the supervision service
and managing it from Spain, or (iii) insourcing the supervision service and
managing it locally through expatriates. All of these solutions would result
in an increase in the service cost compared to the chosen alternative
(outsourcing supervision to a local company within the Enel Group).

Therefore, it is reasonable for Enel Colombia to provide services related to
Telephone Customer Services, Telemarketing, and Customer Service activities
via Digital Channels, including Invoicing, Collection, Claims, and Sales
Quality Control), to Endesa Energía and EOSC. This is justified, among other
reasons, by cost efficiency, preservation of service quality, and operational
agility and efficiency.

2. Economic reasonableness. Methods used

The services provided require that intra-group services be valued in
accordance with the arm’s length principle, but also that those services
create, or are likely to create, an advantage or benefit for the recipient.

Thus, the OECD Guidelines establish that, in order for an intra-group
provision of services to comply with the arm’s length principle, it is
necessary to determine whether the activities carried out by the provider
generate a benefit to the recipient, so that an independent third party would
have been willing to carry out the activities covered by the services
themselves or to hire another entity to perform them. This requirement is also
set out in Article 18(5) of the Spanish CIT Law, which states that the
recipient must receive a benefit or profit in order for the arrangement to
qualify as an intra-group service.

The Transactional Net Margin Method (‘TNMM’) was used for assessing the
mark-to-market condition of the price agreed between the parties. The
Operating Income on Total Costs (OITC) was used as an indicator of the amount
of profit, so as to check whether transfer prices have been established in
accordance with the arm’s length principle.

The service value analysis was conducted by comparing the supervision of
onshore centres, which closely resembles the supervision service requested by
Enel Colombia. Onshore supervision is carried out by Endesa’s own staff. The
costs of the offshore centre supervision service were calculated based on Enel
Colombia’s labour costs, plus a management mark-up. When comparing the 2024
onshore salary costs and their projection for 2025 with the costs provided by
Enel Colombia, it can be concluded that the transaction is fair and reasonable
for Endesa.

The transfer pricing policy applied in the provision of Telephone Customer
Services, Telemarketing, and Customer Service activities via Digital Channels,
including Invoicing, Collection, Claims, and Sales Quality Control, consists
of invoicing the average cost per employee and any centralised costs incurred
by Enel Colombia plus a 4.3% margin.

The profitability margin over costs agreed with Enel Colombia is in line with
the market range determined based on the sample of comparable independent
entities and complies with the arm’s length principle.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
the following report into account:

- Report by Ernst & Young Abogados, S.L.P. on the fairness and
reasonableness of the provision, in Colombia and Peru, of supervision services
for Telephone Cystiner Services, Telemarketing, and digital channels,
including billing, collection, claims, and sales quality control carried out
by Enel Colombia, S.A. ESP for Endesa Energía, S.A. and Endesa Operación y
Servicios Comerciales, S.L.U. (EOSC).

The Report is issued by Ernst & Young Abogados, S.L.P. in their capacity
as independent experts, after having ascertained that, as of the report date,
they maintain no commercial relationship with the Enel Group or with the
Endesa Group that could compromise their status as an independent expert for
the purposes of issuing this Report or that, in particular, could place them
in a conflict-of-interest situation in conducting the analysis and drawing out
the conclusions presented herein.

The Report issued for Endesa’s Audit and Compliance Committee assesses the
operational, technical, and commercial reasonableness, the economic
reasonableness, as well as the legal reasonableness of the transaction.

Regarding its operational, technical, and commercial reasonableness, the
report concludes that contracting Enel Colombia enables Endesa Energía and
EOSC to benefit from operational agility and efficiency. This includes
improvements in supervision tasks, technological tools, and process
standardisation, as well as an increased capacity for incident management and
optimisation of human, material, and technical resources. This results in
improved financial results and cost efficiency.

Regarding its economic reasonableness, it is noted that the transfer pricing
methodology established for these purposes is consistent with the arm’s
length principle.

Finally, with regard to its legal reasonableness, the report concludes that
the related-party transaction is structured in a reasonable manner and under
contractual terms that could have been agreed upon by independent parties.
Furthermore, even though these terms are agreed upon by related parties, they
do not create unjustified or disproportionate benefits for Enel Colombia to
the detriment of Endesa’s subsidiaries, namely Endesa Energía and EOSC, and
ultimately, Endesa itself.

In conclusion, it can be concluded that the transaction is fair and reasonable
from the standpoint of Endesa and, in particular, its shareholders other than
the related party, i.e. other than the Enel Group.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

In accordance with Article 529u, paragraph 3, of the Capital Corporations Law,
Mr Stefano de Angelis, who is a shareholder-appointed director and
representative of Enel, was not involved in the preparation of this Report.

The remaining members of the Audit and Compliance Committee have participated
in and agreed upon the content of this Report on the fairness and
reasonableness of the provision, in Colombia and Peru, of supervision services
for Telephone Customer Services, Telemarketing, and digital channels,
including invoicing, collection, claims, and sales quality control carried out
by Enel Colombia, S.A. ESP for Endesa Energía, S.A. and Endesa Operación y
Servicios Comerciales, S.L.U. (EOSC).

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

* The volume of outsourced activities and its impact on the Customer Service and
Sales services make their supervision a critical activity. Due to its
supervisory nature and criticality, this activity can’t be easily outsourced
to a third party. In this case, there is no conflict of interest with the Enel
Group.

* Endesa and Enel Colombia’s affiliation with the Enel group facilitates the
sharing of best practices in supervision tasks, technological tools, and
process standardisation, while safeguarding against information leakage to
external companies and loss of internal know-how.

* The cost base and the allocation criterion are reasonable, and reasonably
comply with the OECD Guidelines and with the applicable Spanish regulations.

* The profitability margin over costs agreed with Enel Colombia is in line with
the market range determined based on the sample of comparable independent
entities and complies with the arm’s length principle.

* Considering the above, the transfer pricing methodology established for these
purposes, as well as the type of costs and the margin to be applied, are
reasonably consistent with the arm’s length principle.

The Audit and Compliance Committee concludes that this transaction, consisting
of the provision of supervision services for Telephone Customer Services,
Telemarketing, and digital channels, including billing, collection, claims,
and sales quality control carried out by Enel Colombia, S.A. ESP for Endesa
Energía, S.A. and Endesa Operación y Servicios Comerciales, S.L.U. (EOSC),
on the offshore platforms located in Colombia and Peru from 1 February 2025 to
31 January 2028, is fair and reasonable from the standpoint of Endesa and its
shareholders other than the related party.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED-PARTY TRANSACTION CONSISTING OF THE
FORMALISATION OF A CREDIT LINE by ENDESA S.A. WITH ENEL FINANCE INTERNATIONAL
N.V FOR UP TO €1.5 BILLION

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529 duovicies of
the amended and restated Spanish Capital Corporations Law, as approved by
Royal Legislative Decree 1/2010, of 2 July, Endesa's Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529 unvicies, paragraph 3, the Report issued and,
where applicable, published by Endesa’s Audit and Compliance Committee, must
at least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

Additionally, on 22 October 2018, Endesa's Board of Directors approved an
additional procedure for managing related-party financial transactions linked
to significant shareholders, which provides that in cases where Enel provides
financing to Endesa, the applicable conditions must be equivalent to those
previously established between Endesa and non-related credit institutions.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

Enel Finance International N.V (hereinafter 'EFINV'), as the financial
institution in the Enel Group, is responsible for obtaining and channelling
financial resources for the Group. Thus, EFINV receives funding from
independent financial institutions and grants financing to the remainder of
the Enel Group.

Under Endesa's financial strategy, it is common practice for part of its
financing to be carried out through transactions with Enel Group companies.
Transactions with Enel are usually limited to those that are structural in
nature, such as long-term loans and unconditional credit lines.

In May 2023, Endesa and EFI entered into a three-year credit line for €1.125
billion. This transaction will be classified as short-term in May 2025 and
will no longer count as liquidity, which is why it will be repaid early in May
2025.

At the same time, in order to comply with its financial management objectives,
Endesa recently entered into long-term financing arrangements with independent
third-party banks and, additionally, it proposes a new related-party
transaction, the subject of this Report, which will supplement the long-term
bank financing with an intra-group credit line of €1.5 billion.

The main objectives of financial management in fiscal year 2025 include, among
others, maintaining convenient liquidity levels to ensure the business plan
and address potential budget deviations and dividend payments, keeping the
average life of the debt at optimal levels to moderate the concentration of
maturities, and achieving greater flexibility in terms of liquidity needs.

Upon approval of this long-term credit line for €1.5 billion, the
aforementioned €1.125 billion credit line entered into between EFINV and
Endesa in 2023 would be cancelled.

b) Purpose and amount of the transaction.

The transaction involves Endesa, S.A. entering into a credit line with Enel
Finance International N.V. for an amount of up to €1.5 billion and a
maturity of five years, simultaneously cancelling the existing credit line of
€1.125 billion that is due in May 2026.

The credit line to be subscribed will be remunerated based on an interest rate
determined by the application of a spread over the Euribor for the term
corresponding to each drawdown. Specifically, the spread applied to the
Euribor will be 76.5 basis points (herein “bps”) per year. An arrangement
fee of 29.0 bps on the credit line amount will be applied to the transaction
and will be paid by Endesa on the signature date. Additionally, an undrawn fee
will be charged, calculated on the average undrawn balances for each period.
Lastly, in the event of an average use exceeding one-third of the line, an
additional fee will be charged.

The transaction includes a sustainability margin adjustment clause: +/- 2
basis points on the credit margin depending on the intensity of specific Scope
1 GHG emissions related to peninsular energy generation (gCO2eq/kWh) as of 31
December 2027.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

Lender: Enel Finance International N.V. (a company in which 75% is owned by
Enel Holding Finance S.r.l. and 25% by Enel S.p.A.).

Borrower: Endesa S.A.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF ENDESA AND OF
SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational, technical and/or commercial rationale

In light of Endesa’s 2025-2027 business plan and the need to undertake the
investments, dividends, operational timing and other flows foreseen in the
plan, Endesa currently has a need for financing. Volatility in the energy
market also requires extraordinary needs for liquidity for Endesa's energy
management area. Specifically, Endesa's financial plan includes significant
items that could substantially affect its debt and liquidity position,
including potential share sale operations, the evolution of operating income,
and debt repayments.

Meanwhile, the beginning of 2025 has been marked with high volatility due to
the announcement of tariffs, potential defence and energy costs, and
geopolitical uncertainty in Europe. This could impact the pace of the
anticipated fall in euro interest rates, the EUR/USD exchange rate, energy
prices, and sovereign and credit risk premiums.

In this context, the main objectives of Endesa’s financial management are:

 Maintain convenient liquidity levels to ensure the business plan, budget
deviations, and dividend payments.

 Maintain the average life of debt at optimal levels, thus moderating the
concentration of maturities and achieving greater flexibility in terms of
liquidity needs. The objective is to keep the average life of the debt at
around 3.5 years.

In order to meet these objectives, Endesa recently entered into banking
financial operations with three top-tier institutions and, additionally, is
proposing to complete its liquidity by establishing a credit line with EFINV
for an amount of up to €1.5 billion, under conditions equivalent to those
negotiated with the banks.

The establishment of this credit line, along with financial operations carried
out with other institutions, will put Endesa in a more robust liquidity
position, enabling it to meet and optimise its financial obligations and
manage deviations from the planned operational cash flows. A liquidity deficit
limits the Group's ability to execute its business plan normally. It may
hinder access to the most efficient funding sources due to its impact on the
Group's credit rating.

The consolidation of the Spanish banking sector has significantly reduced the
number of counterparties large enough to handle Endesa's overall financing
requirements, thereby increasing the value of intra-group resources. This
maintains a balanced relationship between resources obtained from the banking
sector under competitive conditions and those obtained from EFINV, under
equivalent terms. This diversification and the consequential balance between
bank and intra-group financing makes it possible to reduce the pressure on
financial institutions, from which other products such as medium and long-term
loans, derivatives, guarantees and working capital operations are requested.
Relaxing the pressure gives Endesa access to the best conditions available at
all times.

In this regard, through this financing, Endesa gains access to the Group's
monetary resources and saves time and resources. By having access to these
resources, Endesa can meet its financial obligations while accessing a
significant volume of financial resources in a more agile and simplified
manner, at a lower cost than seeking financing only from financial
institutions.

1 Endesa Group: for the purposes of internal regulations on related-party
transactions, the term “Endesa Group” refers to Endesa, S.A. and its
subsidiaries, as defined in Article 42 of the Spanish Commercial Code.

2. Economic rationale for the transaction. Methods used

Endesa's approach to carrying out related-party financing transactions with
the Enel Group is to enter into a comparable transaction with one or more
third parties under similar conditions and for an amount of at least 25% of
the total related-party transaction.

In this regard, to calculate the differentials applied in the long-term credit
line, transactions that have been formalised after a competitive process in
March 2025 with financial institutions (independent third parties) are
considered, therefore using the Comparable Uncontrolled Price (CUP) method to
assess whether the remuneration applied between EFINV and Endesa is at market
rates.

From Endesa's point of view, diversifying sources allows it to optimise the
resulting financial terms and conditions.

The remuneration that for the credit line granted by EFINV to Endesa will be
set at Euribor plus a margin of 76.5 bps per annum, with an arrangement fee of
29.0 bps and an undrawn commitment fee.

Analysis of the different components:

Reference rate (Euribor): Euribor is a public reference index and is widely
considered a market benchmark. It is common practice to use this reference as
the base rate, to which a margin is added, in financing transactions between
non-financial entities.

Margin applied to the reference rate: The margin of 76.5 bps is based on the
the average interest rates applied in similar transactions that Endesa has
entered into with independent financial institutions. Specifically,
transactions with three financial institutions have been considered.

Arrangement fee: equivalent to the weighted average that independent financial
institutions have applied to the credit lines granted, resulting in 29.0 bps.

Undrawn commitment fee: Specifically, a fee is established which is the
average of offers received from the independent financial institutions.

Weighted utilisation fee: A utilisation fee is established in line with the
fees applied by independent financial institutions.

ESG clause: A credit margin is established depending on the intensity of
specific Scope 1 GHG emissions related to peninsular energy generation
(gCO2/kWh) as of 31 December 2027.

To calculate these levels, the main characteristics of the transactions agreed
between Endesa and independent third parties have been considered in terms of
financing type, grant date, term, total credit line amount, margins, and fees
that can be deemed comparable, as verified by the independent expert Ernst
& Young.

For all these reasons, the reference rate, the margin applied, the fees, and
the main characteristics of the transaction analysed are deemed consistent
with the arm's-length principle, and thus their economic rationale is
justified.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee took
the following report into account:

- Report by Ernst & Young Abogados, S.L.P. on the fairness and
reasonableness of the contracts under review. Ernst & Young Abogados,
S.L.P. (Ernst & Young) issued its Reports in its capacity as independent
expert, having been ascertained that at the date of issue of the Report that
Ernst & Young did not maintain any sort of commercial relationship with
the Enel Group or with the Endesa Group that could compromise its condition as
independent expert for the purposes of issuing this Report or that, in
particular, could place it in a conflict of interest to conduct the analysis
and draw up the conclusions set out therein. In the report issued for
Endesa’s Audit and Compliance Committee, it concludes that Endesa benefits
as a participant in the credit line, and therefore, the execution of the
transaction is justified (transaction rationale, whether technical and/or
commercial) and that the remuneration applied is in line with the arm's-length
principle (economic rationale).

Therefore, Ernst & Young states that the related-party transaction is fair
and reasonable from the standpoint of Endesa and the shareholders who are not
related parties.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

In accordance with Article 529 duovicies, paragraph 3, of the Capital
Corporations Law, Mr Stefano De Angelis, who is a shareholder-appointed
director and representative of Enel, was not involved in the preparation of
this Report.

The remaining members of the Audit and Compliance Committee participated in
the preparation and agreed on the contents of this Report on the formalisation
of the credit line between Enel Finance International N.V. and Endesa, S.A.

Based on the background information discussed above, the Audit and Compliance
Committee concludes that:

* Through the credit line, Endesa ensures the fulfilment of all its obligations
and operational needs in a more agile and efficient manner, gaining access to
the Group's monetary resources in terms of both time and resources.

* Likewise, Endesa's liquidity is strengthened, enhancing its capacity to fulfil
and optimise its financial obligations and address deviations from the planned
operational cash flows.

* Since it is based on independent comparables from the counterparties, the
remuneration established for the operation is consistent with the arm's-length
principle.

The Audit and Compliance Committee concludes that the formalisation of the
long-term credit line between Enel Finance International N.V. and Endesa, S.A.
is fair and reasonable from the standpoint of Endesa and its shareholders
other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF ENDESA, S.A.’s ACCESSION TO THE DYNAMIC ACCOUNTING
PLATFORM (DAP CONSORTIUM)

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of Article 529u, paragraph 3 of the amended
and restated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee hereby issues this Report to assess whether the transaction is fair
and reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must
include at least the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

Endesa S.A. is a leading energy company in Spain with a reputation for
commitment to efficiency and transparency in the management of its
transactions.

Endesa, S.A.’s administrative and accounting services are provided by the
Administration Unit, which is hierarchically and functionally dependent on the
Administration, Finance and Control Department. It should be noted that Endesa
has outsourced a number of services to Enel, S.p.A. under a Management Support
Agreement and to an independent third party through a Business Process
Outsourcing agreement. Endesa never outsources the drawing up of its
individual and consolidated financial statements or the accounting reports
required by the authorities and/or under the applicable law.

It should be remembered that the outsourcing of services related to the
accounting of trading companies is not common practice in Spain. However, this
option is expressly recognised in the Code of Commerce. It establishes that
'Accounting records may be maintained directly by the business or by other
duly authorised persons, without prejudice to their own responsibility'.

b) Purpose of the transaction

The purpose of this Report is to ascertain the suitability of Endesa’s
accession to the DAP Consortium(1) (hereinafter, the Consortium), established
by the Enel(2) Group Companies. Its objective is to coordinate administrative
and accounting activities and to define the most efficient process for all
Consortium Members, addressing the drafting of procedures and the development
of digital systems within the limits of the activities delegated by the
Members themselves and in compliance with applicable local regulations.

Therefore, the Consortium has been established with the aim of achieving
common objectives related to standardisation, digitalisation, and economic
efficiency of activities associated with the macro-processes known as 'Procure
to Pay (P2P)', 'Order to Cash (O2C)', and 'Record to Report (R2R)', as well as
'Data Standard Management', 'Control Tower', and 'Process Insight to Action',
carried out within the companies belonging to the Enel Group, for the purposes
of their standardisation, digitalisation, compliance, and cost efficiency.

In particular, coordination of Duties Assigned by the Consortium will entail,
in practice, sharing of Endesa’s human and material resources (and those of
other Consortium members) allocated to such Duties Assigned to all the bodies
that make up the Consortium, with a dual objective:

- In the initial phase (the subject of this Report), participation in the
Consortium is intended to standardise and improve processes by implementing
best practices.

- In the second phase (not addressed in this Report), once the processes of
the Duties Assigned are substantially aligned among all members of the
Consortium, Endesa, under its coordination, it may allocate excess capacity of
human resources and materials allocated to the Duties Assigned to provide
services to other members of the Consortium. Likewise, in case of lack of
capacity, Endesa will be able to receive services related to the Duties
Assigned from other members of the Consortium.

The Consortium will subcontract the coordination services that the Consortium
will provide to its members from Enel, S.p.A. The contractual term will be one
year. For the contractual extension to apply to Endesa, it must be approved by
Endesa’s Board of Directors following a report from its Audit and Compliance
Committee.

It should be noted that accounting services related to the preparation of
Endesa's individual and consolidated financial statements, as well as the
individual statements of its subsidiaries, and accounting reports required by
the authorities, will not be coordinated by the Consortium.

Endesa's participation in the Consortium excludes the delegation of the
non-delegable powers of the Board of Directors and/or the Audit and Compliance
Committee.

Additionally, with Endesa's accession to the Consortium, there will be a
partial early termination of the Management Support Services Contract with
Enel, S.p.A vis-a-vis the 'identification of administrative best practices
inside and outside of Administration to be applied to all countries through
the definition of global policies and procedures. Management of global
policies and procedures and manage and monitor the BPO contract for
Administration services,' which was approved by Endesa's Board of Directors
for the entire year 2025.

Lastly, although the Consortium has been established for a duration of ten
years, Endesa's commitment to remain in the Consortium and maintain the
Assigned Functions under the Consortium's coordination is, in practice, for a
duration of one year. Additionally, the Consortium's Statutes grant Endesa the
right to withdraw from the Consortium at any time, with a notice period of
four months.

c) Transaction amount

- (1)Definition of 'Consortium': an Italian private law entity, without a
separate legal personality, created by means of an agreement among several
businesses which establish a common entity to carry out tasks similar or
auxiliary to their business activities, without profit motive.

The DAP Consortium was formed in Rome on 05 December 2024 with a duration
until 31 December 2035. The DAP Consortium is governed by Bylaws, which have
been approved by its members and which regulate, basically: the purpose, rules
for joining or leaving the Consortium, members’ rights and duties,
contribution scheme, governing bodies and rules thereof.

- (2) The DAP Consortium is made up solely of Enel, S.p.A.-controlled
companies: Enel Italia S.p.A.; Enel Green Power South Africa (Pty) Ltd.; Enel
Brasil, S.A.; Enel Chile, S.A.; Enel Colombia, S.A.E.S.P.; Enel North
América, Inc. and Enel Services México, S.A. de C.V., which will be joined
by Endesa, S.A.

Endesa, S.A.'s participation in the Consortium involves an initial
contribution of €10,000 to the Consortium, as well as a periodic payment to
the Consortium to cover the consideration to be paid by the Consortium to Enel
for the provision of these services. Specifically, Endesa will pay the
Consortium a maximum amount of approximately €0.8 million for the period
from May to December 2025.

This annual contribution has been calculated based on the costs that Enel,
S.p.A. will incur in providing the coordination services, plus a 5% margin,
and it will never exceed said amount by more than 10%.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

The party of the first part, Endesa S.A., a Spanish public listed company
(hereinafter, 'Endesa').

The other party, Enel, S.p.A. and Consortium Companies: Enel Italia S.p.A.;
Enel Green Power South Africa (Pty) Ltd.; Enel Brasil, S.A.; Enel Chile, S.A.;
Enel Colombia, S.A.E.S.P.; Enel North América, Inc. and Enel Services
México, S.A. de C.V., which will be joined by Endesa, S.A on approval of the
proposal.

All the Consortium Companies are members of the Group whose parent company is
Enel, S.p.A. (hereinafter, the 'Enel Group').

Enel SpA is the sole shareholder of Enel Iberia S.L, which is, in turn, a
shareholder of Endesa S.A, with a 70.101% stake. Related-party transactions
are those entered into by Endesa or its subsidiaries with shareholders of
Endesa who hold 10% or more of the voting rights or who are represented on the
Board of Directors, as well as with any other persons considered as parties
related to Endesa, in accordance with International Accounting Standards.
Therefore, all transactions entered into by Endesa or its subsidiaries and
Enel or its subsidiaries (excluding the Endesa Group) shall be considered
related-party transactions.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF ENDESA AND OF
SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational, technical and/or commercial rationale

In recent years, the Enel Group has carried out a number of projects to
standardise projects (Policy Stream Project) and roles (E4Users Project).
These have enabled it to harness best practices and digital tools to manage
the Administration Unit's activities in a standardised manner.

This degree of standardisation has led to the achievement of maximum possible
efficiency at a local level. With the aim of further improving efficiency
through an integrated process approach, Endesa, S.A. is joining the
Consortium, which aims to coordinate the activities involved in the
administrative and accounting processes of the participating companies via a
new operational model called the 'Dynamic Accounting Platform'.

Therefore, this transaction is focused on digitalisation and operational
efficiency, resource and synergy optimisation, financial sustainability, and
technological innovation, among other aspects.

Based on the above, it can be concluded that the nature of the related-party
transaction is in alignment with Endesa, S.A.'s purpose, values, and strategic
plan. In this regard, it should be noted that the Related-Party Transaction
enables Endesa, S.A. to improve its operational efficiency, reduce costs,
enhance financial sustainability, and modernise technology, thereby supporting
its long-term growth.

2. Economic reasonableness of the transaction.

Economic benefit foreseen

The economic benefit foreseen for Endesa from the execution of the Related
Party Transaction is estimated at around €8.11 million during the 2025 to
2030 period as a result of downsizing staff by means of digitalisation and
reorganisation. Specifically, this benefit is due primarily to a staff
reduction by Endesa, S.A. Equivalent to 20 full-time employees (FTE).

Valuation methodology: In accordance with OECD Guidelines, the most
appropriate method for valuing this operation is either the cost-plus method
or the transactional net margin method ('TNMM'), which considers the operating
profit earned by functionally comparable companies.

The cost base incurred by Enel in providing services to the Consortium, which
gives rise to the annual contribution, comprises (i) costs from external
suppliers, (ii) intercompany costs, (iii) amortisation of assets, (iv) costs
related to Enel personnel dedicated to providing coordination services to the
Consortium, and (v) overheads or indirect costs associated with the operation
that cannot be directly attributed to the specific service.

The expenses included in the cost base will be those actually incurred by Enel
in providing the services, which will never exceed 10% of the budgeted price
for such services. Endesa will not assume any cost overruns beyond this 10%
threshold.

Following the analysis carried out, it has been concluded that the methodology
used to determine the cost base is consistent with the principle of market
value.

Application of a markup: The Consortium will not add a markup to the costs
received by Enel SpA. The remuneration received for the services rendered by
Enel SpA to the Consortium will include a 5% mark-up over the direct and
indirect costs.

The mark-up obtained by Enel SpA is in line with conclusions set out by the EU
Joint Transfer Pricing Forum ('FCPTUE'), OECD Guidelines, the benchmarking
study carried out by an independent expert and the transfer price policy
applied to other related-party transactions for the provision of services
between Enel, S.p.A. and Endesa, S.A. Therefore, the markup is consistent with
that agreed between independent companies in comparable circumstances.

Cost allocation criteria: The cost base is allocated among the Participating
Entities (including Endesa) using a distribution formula, which determines the
annual contribution. The selected distribution formula is based on a
combination of two factors, as follows:

* A total of 80% based on the size of the country in which the Participating
Entity operates, measured in FTEs.

* A total of 20% based on the efficiency of the country in which the
Participating Entity operates, also measured in FTEs.

The use of this distribution formula is consistent with OECD Guidelines and
Spanish transfer pricing regulations, as it ensures that the basis for cost
allocation aligns with the arm's length principle.

Year-end adjustment:

A re-calculation will be conducted at the close of the fiscal year for
services provided by Enel SpA to the Consortium when there is a difference
between the budgeted amount and the actual amount billed. This adjustment will
ensure that the final amount does not exceed 110% of the budgeted figure under
any circumstances.

3. Legal Reasonableness of the operation:

Endesa’s participation in the Consortium complies with the Spanish Capital
Corporations Law (Ley de Sociedades de Capital) in terms of related-party
transactions. The operation is structured in a reasonable manner and under
contractual terms similar to those that could be agreed in an arm's length
transaction despite it being carried out between companies within the same
Group. Specifically, it should be noted that:

- The transaction does not include the delegation of non-delegable powers of
the Board of Directors and/or the Audit and Compliance Committee, as the
Consortium’s scope excludes accounting services related to the drawing up of
Endesa’s individual and consolidated financial statements, nor the
accounting reports required by authorities.

- Endesa’s Administration Unit will oversee the activities carried out by
Endesa under the coordination of the Consortium, by creating the 'Accounting
Integrator' position. Among other tasks, this position will be responsible for
supervising these activities, which is an essential measure to ensure that
Endesa's Board of Directors and its Audit and Compliance Committee retain
appropriate oversight mechanisms.

- The Audit and Compliance Committee will periodically review (with at least
one annual renewal of the service agreement between Enel, S.p.A. and the
Consortium) the performance of services provided by Enel, S.p.A. through the
Consortium, and, in general, the Duties Assigned. Specifically, it will verify
the existence and correct functioning of the role of 'Accounting Integrator'.

- Endesa reserves the right to withdraw from the Consortium at any time,
provided there are justified grounds, by giving a written notice to the
Consortium's Board of Directors at least four months prior to the intended
effective date of departure.

Following the exercise of this right to withdraw, the departing member of the
Consortium will be entitled to request the Consortium to continue providing
the services covered by the Consortium during a transitional period not
exceeding 12 months.

- Moreover, Endesa may decide each year whether to unilaterally stop receiving
services from Enel through the Consortium without requiring the approval of
the other members of the Consortium.

- If the Consortium should adopt a decision that Endesa considers to be
contrary to the applicable legislation, the purposes of the Consortium, or
which substantially deviates from the terms and conditions of the service
agreement between Enel and the Consortium, the affected member may reasonably,
oppose such a resolution. If the resolution is adopted by a vote in favour of
the majority of the other members of the Consortium, it will not be binding on
the member who objected.

- The Coordination Agreement includes clauses on force majeure, termination,
expenses and taxes, damages and liabilities, and applicable law and
jurisdiction, all drafted in terms in line with market standards.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

In its analysis of the transaction, the Audit and Compliance Committee
considered the following reports:

 That drawn up by PricewaterhouseCoopers Tax and Legal S.L. and
PricewaterhouseCoopers Asesores de Negocios, S.L. (hereinafter, 'PwC') on the
fairness and reasonableness of 'The accession of Endesa, A.A to the DAP
Consortium'.

The Report issued for Endesa’s Audit and Compliance Committee concludes that
the Related-Party Operation is fair and reasonable from Endesa’s perspective
and, in particular, for shareholders other than the related party, i.e.,
shareholders outside the Enel Group. It also underlines that the nature of the
Related-Party Transaction is aligned with Endesa’s purpose, values, and
strategic plan; it enables the company to fulfil its operational and
technological needs, achieve efficiencies through organisational
rationalisation via new processes aimed at maximising synergies between
countries and shared technological initiatives with the rest of the Group, and
increase automation, digitalisation, and activity streamlining. This, in turn,
reduces dependence on internal and external resources.

The methodology used vis-a-vis transfer prices defined for the transaction is
consistent with the market value principle and is structured in a reasonable
manner and under contractual terms similar to those that could be agreed upon
by independent parties, and which, having been achieved, in this case by
companies in the same Group, generates benefits for Endesa.

 Garrigues regarding whether Endesa’s participation in the DAP Consortium
complies with the Spanish Capital Corporations Law (Ley de Sociedades de
Capital) and, in particular, if it entails the transfer of non-delegable
powers of the Board of Directors and/or the Audit and Compliance
Committee,considering the responsibility for such bodies and the impact of the
transaction on Endesa's financial information control chain.

The Report issued for Endesa’s Audit and Compliance Committee concludes,
among other matters, that:

- Endesa's participation in the Consortium does not include any delegation of
the non-delegable powers of the Board of Directors and/or the Audit and
Compliance Committee.

- The assignment of the supervisory function over Endesa’s activities
carried out under the

coordination of the Consortium to Endesa’s Administration Unit is an
essential measure to conclude that Endesa’s Board of Directors and its Audit
and Compliance Committee retain appropriate oversight mechanisms.

 The coordination of the Duties entrusted to the Consortium, to the extent
that the management of the accounting records of the Consortium members is not
part of the Consortium’s scope or responsibilities, cannot have a negative
impact on Endesa’s financial information control chain. Notwithstanding the
above, the Bylaws provide Endesa with reasonable safeguard mechanisms.

PwC and Garrigues have issued their Reports in their capacity as independent
experts. On the date the reports were issued, PwC and Garrigues had no
commercial relationship with the Enel Group or with the Endesa Group that
could compromise their capacity as an independent expert for the purposes of
issuing their Reports or that could give rise to a conflict of interest in
conducting the analysis and drawing up the conclusions therein.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

The remaining members of the Audit and Compliance Committee have participated
in and agreed on the content of this Report on the accession of Endesa, S.A to
the DAP Consortium.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

 Endesa's participation in the Consortium makes it possible: (i) To meet
the operational and technological needs of Endesa, S.A.; (ii) to achieve
efficiencies through organisational rationalisation via new processes focused
on maximising synergies between countries and shared technological initiatives
with the rest of the Group; and (iii) to increase automation, digitalisation,
and activity simplification, which helps reduce dependence on resources.

 From an economic perspective, the determined cost base and allocation
criteria are reasonable and comply with OECD guidelines and Spanish
regulations.

 The Related-Party Transaction is structured reasonably and under
contractual terms similar to those that could be agreed upon by independent
parties, even though it involves companies within the same Group, thereby
generating benefits for Endesa, S.A.

 Additionally, it should be noted that the nature of the operation aligns
with Endesa, S.A.’s purpose, values, and strategic plan.

The Audit and Compliance Committee concludes that the accession of Endesa, S.A
to the DAP Consortium is fair and reasonable from the standpoint of Endesa and
its shareholders other than the related party.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE ON THE FAIRNESS AND
REASONABLENESS OF THE RELATED PARTY TRANSACTION CONSISTING OF THE PURCHASE BY
ENDESA GENERACIÓN S.A.U. FROM ENDESA GENERACIÓN CHILE, S.A. OF COMBINED
CYCLE TURBINE BLADES

I. INTRODUCTION AND REGULATORY FRAMEWORK

In accordance with the provisions of paragraph 3 of article 529u of the
amended and restated Spanish Capital Corporations Law, as approved by Royal
Legislative Decree 1/2010, of 2 July, Endesa’s Audit and Compliance
Committee issues this Report to assess whether the transaction is fair and
reasonable from the standpoint of the company and, where appropriate,
shareholders other than the related party, and indicate the assumptions on
which the assessment is based and the methods used.

In accordance with Article 529t, paragraph 3, the Report issued and, as the
case may be, published by Endesa’s Audit and Compliance Committee, must at
least include the following information:

(a) information on the nature of the transaction and the relationship with the
related party;

(b) the identity of the related party;

(d) any other information required to assess whether this is fair and
reasonable from the standpoint of the company and of shareholders who are not
related parties.

II. OVERVIEW OF THE GENERAL TRANSACTION

a) Background for the transaction

Endesa Generación is one of the leading Spanish companies in terms of
electricity generation, with a net installed capacity of 21,247 MW at the end
of 2023.

The Cristóbal Colón Combined Cycle Thermal Power Plant, owned by Endesa
Generación, is located in Huelva, Spain. This facility was commissioned in
November 2006 and it has a nominal power of approximately 400 MW.

Combined cycle power plants (CCPP) are facilities that generate electricity
using a combination of gas turbines powered by natural gas combustion gases
and steam turbines, which are powered by the heat from the gases produced by
natural gas combustion. This approach optimises energy efficiency by using the
residual heat from the gas combustion process to produce steam which, in term,
drives an additional steam turbine.

Gas turbines are essential components in energy generation plants, and their
design includes several critical parts that make it possible to convert energy
from fuel into mechanical energy:

 Compressor: responsible for increasing the pressure and temperature of the
fluid (gas) and essential for preparing the air before it enters the
combustion chamber.

* Combustion chamber: this is where the compressed air is mixed with fuel and
burned, generating a large quantity of energy in the form of hot gases and
rapid expansion.

* Turbine: This part converts energy from hot gases into mechanical rotational
energy. The gases pass through the blades of the turbine, which are
responsible for transferring motion to the rotor, producing the rotational
energy that is the primary purpose of the turbine.

The Cristóbal Colón CCPP is currently unavailable due to the detection of
cracks in the air compressor rotor, which is currently under repair. The date
scheduled for its return to service is 1 September 2025.

Taking advantage of the rotor downtime and since the machine is open, Endesa
Generación requested a comprehensive inspection of the gas turbine in order
to assess the need to purchase the first and second stages of fixed blades and
the first stage of moving blades for the 701F3 turbine model, as outlined in
this Report.

As part of the synergies created within the Enel Group (New Life project) is
the study of the potential reuse of equipment on other group sites, thus
extending its useful life.

For example, the San Isidro CCPP, in Valparaiso, Chile, owned by Enel
Generación Chile, whose technology is analogous to that used by the
Cristóbal Colón CCPP, acquired some new blades with an estimated useful life
of 24,000 hours for the model 701F3 turbine in 2021. This notwithstanding,
these blades became obsolete subsequent to a design upgrade to the turbine in
the San Isidro CCPP and, as a result, they were stored in the manufacturer's
original packaging.

b) Purpose and amount of the transaction.

The purpose of the related-party transaction consists of the authorisation of
the purchase by Endesa Generación S.A.U. from Endesa Generación Chile, S.A.
of the first and second stages of fixed blades and the first stage of mobile
blades of the 701F3 for the sum of €1,629,400.

III. IDENTIFICATION OF THE PARTY RELATED TO ENDESA

Buyer company: Endesa Generación, S.A.U., a company fully owned by Endesa,
S.A. Enel Iberia, a fully-owned subsidiary of Enel Spa, holds 70.101% of the
share capital of Endesa.

Seller company: Enel Generación Chile, S.A. a company of which 93.55% is
owned by Enel Chile, S.A. of which in turn, Enel Chile S.A. is a company owned
64.93% by Enel

Endesa and Enel Chile belong to the Enel Group, whose investee companies
include Endesa Generación, and Enel Generación Chile. Pursuant to article
529t of the SCCL and IAS 24, the Endesa Group companies, Endesa Generación
and Enel Generación Chile, are related parties.

IV. ANALYSIS OF THE TRANSACTION FROM THE STANDPOINT OF ENDESA AND OF
SHAREHOLDERS OTHER THAN RELATED PARTIES

1. Operational and strategic reasonableness of the transaction

The related-party transaction must be analysed in the context of the
unavailability of the Cristóbal Colón CCPP, owned by Endesa Generación, due
to damage to the turbine rotor detected on 21 August 2024, and the
recommendation to replace three stages of blades with refurbished parts. This
latter transaction is the subject of this Report.

The repair of the rotor and the replacement of the three stages of blades are
necessary to reinstate the operation of the Cristóbal Colón CCPP as quickly
as possible.

All this will enable the resumption of energy generation, ensure the
continuity of electricity supply, and comply with the regional efficiency and
energy sustainability standards.

The rotor is already being repaired, and the turbine blades, which are
critical components with advanced technology, are only available from the
original manufacturer or from another CCPP with similar technology:

 Acquisition from the manufacturer: The estimated delivery time for
refurbished equipment with an estimated lifespan of 16,000 hours is 10 months,
which does not allow for the replacement of the blades while taking advantage
of the current downtime for rotor repair.

 Acquisition from the CCPP of San Isidro (Chile), owned by Enel Generación
Chile: This power plant has analogous technology to the Cristóbal Colón
CCPP. In 2021 it purchased some new blades with a lifespan of approximately
24,000 hours for the 701F3 turbine. The estimated transportation time is three
days for air transport and 35 days for sea transport.

The second option makes it possible to reuse new components from Chile, in
line with sustainability and economic efficiency criteria; the acquisition of
new blades at a lower cost and with a greater lifespan. The delivery time is
also shorter, which enables the replacement operation to take place during the
current rotor downtime.

Therefore, the purchase of the first and second stages of fixed blades and the
first stage of moving blades for the 701F3 turbine from Enel Generación Chile
gives Endesa Generación access to a superior quality product at a better
price than that offered by an independent third party, while also ensuring
continuity and sustainability in the electricity supply of the Cristóbal
Colón CCPP and reusing other equipment within the Enel Group, thereby
increasing the estimated lifespan of the destination unit, currently inactive
since August 2024, by 24,000 equivalent hours.

2. Economic reasonableness of the transaction. Methods used

Both Spanish transfer pricing regulations, as set forth primarily in Article
18 of the Spanish Corporate Income Tax Law, and the OECD Guidelines require
valuing related-party transactions for tax purposes according to the arm's
length principle. This principle states that transactions between related
parties must conform to the market conditions that would prevail in a similar
transaction between independent parties.

Endesa Generación has a binding offer from the manufacturer for the sale of
the first and second stages of fixed blades and the first stage of moving
blades for the 701F3 turbine. Therefore, there is a comparable transaction
that allows for the application of the Comparable Uncontrolled Price method.

 Manufacturer's Offer: The amount is €6,820,167 for the replacement of
the identified parts. This offer includes the transportation costs to the
Cristóbal Colón CCPP, under the DDP (Delivered Duty Paid) INCOTERM, as well
as import duties and a one-year warranty associated with the parts, covering
only up to the acquisition amount and not covering damages or loss of profit.

 Offer from Enel Generación Chile: The final offer is €1,629,400.00,
under the EXW (Ex Works) INCOTERM, which does not include transportation
costs, duties, or warranty. This offer is based on the assessment of an
independent third party, which has determined the updated value as of 18 March
2025.

To make this offer comparable, the costs that Endesa Generación may incur for
Transportation Costs, Installation and Maintenance Costs, Warranty, and
Transport Duties, amounting to approximately €1,589,878, should be added to
this amount.

Thus, the comparable net value of the transaction would amount to
€3,219,277.77, which is lower than the price offered by the manufacturer.

In light of the above, it can be concluded that the methodology complies with
Spanish tax regulations and the OECD Guidelines, and based on the estimated
price calculations, the offer from Enel Generación Chile is more
competitively priced than that offered by the manufacturer, under comparable
conditions. Additionally, the blades offered by Enel Generación Chile are
completely new parts with superior lifespan compared to the refurbished parts
offered by the manufacturer.

The Audit and Compliance Committee shall be informed of the final amount of
the transaction.

3. Legal and commercial reasonableness of the transaction

Having reviewed the legal and commercial terms of the agreement, it has been
concluded that the related-party transaction is reasonable in terms of:

 The business interest of Endesa and the activities carried out by Endesa
Generación, whose objective is to resume electricity production at the
Cristóbal Colón CCPP as quickly as possible, optimise the lifespan of the
assets used for electricity generation, and economise on the cost of acquiring
the necessary assets for the activity.

 The context of transparency, given that a binding offer was requested from
the only available supplier in the market to choose the most competitive
offer.

 The legal and commercial terms of the agreement are reasonable, and the
contractual terms are similar to those that could have been agreed upon with
independent parties. Among other aspects, there are no limitations on the
Seller's liability, provisions addressing force majeure, the possibility of
testing and inspecting the blades, and the Seller's representations and
warranties regarding ownership and the absence of liens or encumbrances on the
blades.

 Ordinary management and in line with the concept of reasonableness.

Furthermore, the contractual terms could have been agreed upon by independent
parties, and it is concluded that, while reached by related parties, they do
not create unjustified or disproportionate benefits for Enel Generación Chile
at the expense of the subsidiary company of Endesa, S.A., namely Endesa
Generación, and ultimately for Endesa, S.A. itself and shareholders other
than the related party.

V. INDEPENDENT EXPERT REPORTS ISSUED AT THE REQUEST OF THE AUDIT AND
COMPLIANCE COMMITTEE

The Audit and Compliance Committee’s analysis took into account the report
of Deloitte Legal, S.L.P. ('Deloitte') on the fairness and reasonableness of
Endesa Generación, S.A.U.’s purchase of the three stages of turbine blades
from Enel Generación Chile S.A.

In the Report issued for Endesa’s Audit and Compliance Committee, the
independent expert concludes that the related-party transaction gives Endesa
Generación access to a product with the specific qualities necessary for the
commissioning of the CTCC of Cristóbal Colón and to ensure continuity in the
electricity supply. Moreover, the offer from Enel Generación Chile is
competitively priced compared to that offered by the manufacturer under
comparable conditions, considering the total cost of procurement, the
estimated number of hours of lifespan for the blades, and the delivery time
for the parts.

Consequently, the independent expert concludes that the related-party
transaction is fair and reasonable from Endesa, S.A.'s perspective, and
particularly for the shareholders who are not related parties, including
Endesa, S.A.’s minority shareholders.

VI. CONCLUSION OF THE AUDIT AND COMPLIANCE COMMITTEE

In accordance with Article 529u, paragraph 3, of the Spanish Capital
Corporations Law, Mr Stefano de Angelis, who is a shareholder-appointed
director and representative of Enel, was not involved in the preparation of
this Report.

The rest of the members of the Audit and Compliance Committee took part in the
preparation and agreed on the contents of this Report on Endesa Generación,
S.A.U.’s purchase of the three stages of turbine blades from Enel
Generación Chile S.A.

Based on the background information discussed above, the Audit and Compliance
Committee hereby concludes that:

1. The related-party transaction allows Endesa Generación to access a product
with specific qualities necessary for the commissioning of the CTCC of
Cristóbal Colón, which has been unavailable since 21 August 2024, and to
ensure continuity in electricity supply as soon as possible.

2. The offer from Enel Generación Chile maintains quality conditions and has a
more competitive price than that offered by the manufacturer under comparable
conditions, considering the total cost of procurement, the estimated number of
hours of lifespan for the blades, and the delivery time for the parts.

3. The methodology used to determine the price of the related-party transaction,
the Comparable Uncontrolled Price method, complies with Spanish transfer
pricing regulations and the OECD Guidelines. The prices of this transaction
reflect what independent parties would have agreed upon under similar
circumstances.

4. Regarding the legal and commercial terms of the contract, it can be inferred
that these could have been agreed upon by independent parties, and it is
concluded that, although reached by related parties, they do not create
unjustified or disproportionate benefits for Enel Generación Chile to the
detriment of the subsidiary of Endesa, S.A., namely Endesa Generación, and
ultimately for Endesa, S.A. itself and for those shareholders other than the
related party.

Therefore, in light of the information provided and analysed as outlined in
this Report, and in pursuant to its purpose, the Audit and Compliance
Committee concludes that this related-party transaction is fair and reasonable
from the perspective of Endesa, S.A., and particularly for the shareholders
who are not related parties, including the minority shareholders of Endesa,
S.A.

VII. CONCLUSION OF THE BOARD OF DIRECTORS

Endesa's Board of Directors, following a favourable report from the Audit and
Compliance Committee, has unanimously approved all transactions.

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