REG-Endesa, S.A. Result of AGM
24/04/2024 18:00
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Result of AGM
Borja Acha Besga
Secretary of the Board of Directors
Madrid, 24 April 2024
OTHER RELEVANT INFORMATION
In accordance with the provisions of Article 227 of the Spanish Securities
Market Act, Endesa, S.A. hereby issues notice of the following Information:
I. The Annual General Shareholders’ Meeting of Endesa, held today, has
approved all of the proposed resolutions submitted to a vote.
The full text of each resolution passed is provided below.
RESOLUTIONS PASSED BY THE GENERAL SHAREHOLDERS' MEETING
AGENDA ITEM ONE
Approval of the Individual Annual Financial Statements of ENDESA, S.A.
(Balance Sheet; Income Statement; Statement of Changes in Net Equity:
Statement of Recognized Income and Expenses & Statement of Total Changes
in Net Equity; Cash-Flow Statement and Notes to the Financial Statements), as
well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and
its subsidiary companies (Consolidated Statement of Financial Position,
Consolidated Income Statement, Consolidated Statement of Other Comprehensive
Income, Consolidated Statement of Changes in Net Equity, Consolidated
Cash-Flow Statement and Notes to the Financial Statements), for fiscal year
ending 31 December 2023.
To approve, as the case may be, the Individual Annual Financial Statements of
ENDESA, S.A. (Balance Sheet; Income Statement; Statement of Changes in Net
Equity: Statement of Recognized Income and Expenses & Statement of Total
Changes in Net Equity; Cash-Flow Statement; and Notes to the Financial
Statements), as well as the Consolidated Annual Financial Statements of
ENDESA, S.A. and its subsidiary companies (Consolidated Statement of Financial
Position, Consolidated Income Statement, Consolidated Statement of Other
Comprehensive Income, Consolidated Statement of Changes in Net Equity,
Consolidated Cash-Flow Statement and Notes to the Financial Statements), as
drawn up by the Board of Directors at its meeting held on 27 February 2024 for
the fiscal year ending 31 December 2023.
AGENDA ITEM TWO
Approval of the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and its subsidiary companies
for fiscal year ending 31 December 2023.
To approve the Individual Management Report of ENDESA, S.A. and the
Consolidated Management Report of ENDESA, S.A. and its subsidiary companies
for the fiscal year ending 31 December 2023 (excluding the Non-Financial
Information and Sustainability Statement of its Group, included in the
Consolidated Management Report, which shall be submitted to a vote in the
following agenda item) as drawn up by the Board of Directors at its meeting
held on 27 February 2024.
AGENDA ITEM THREE
Approval of the Non-Financial Information and Sustainability Statement of the
Consolidated Group for fiscal year ending 31 December 2023.
To approve the Non-Financial Information and Sustainability Statement of its
Consolidated Group for the fiscal year ending 31 December 2023, as drawn up by
the Board of Directors at its meeting held on 27 February 2024.
AGENDA ITEM FOUR
Approval of the corporate management for fiscal year ending 31 December 2023.
To approve the corporate management for fiscal year ending 31 December 2023.
AGENDA ITEM FIVE
Approval of the application of profits corresponding to the fiscal year ended
31 December 2023 and the resulting distribution of a dividend charged to those
profits and to retained earnings from previous years.
To approve the application of fiscal year profits as proposed by the Board of
Directors at its meeting held on 27 February 2024 such that the total profits
of 580,104,835.24 euros for fiscal year 2023 shall be distributed as follows,
with the resulting distribution of a dividend charged to those profits and to
retained earnings from previous years:
FY 2023 Distribution Basis Euros
Profit and Loss. Profit 580,104,835.24
Retained Earnings 2,874,356,695.50
Total 3,454,461,530.74
Applied
To Dividends - Maximum amount to distribute is 1 euro (gross) per share 1,058,752,117.00
for all of the shares (1,058,752,117 shares)
To retained earnings 2,395,709,413.74
Total 3,454,461,530.74
On 22 November 2023, the Board of Directors of ENDESA, S.A. approved the
distribution of interim dividends against 2023 profits in the amount of
€0.50 per share (gross). This interim dividend was paid out on 2 January
2024.
The final dividend (€0.50 gross, per share), with a charge to FY 2023 profit
and to retained earnings from previous years, will be paid on 1 July 2024.
AGENDA ITEM SIX
Establishment of the number of members of the Board of Directors at fourteen.
To establish the number of members of the Board of Directors at fourteen.
AGENDA ITEM SEVEN
Ratification of the appointment by co-optation and reappointment of Flavio
Cattaneo as Shareholder-Appointed Director of the Company.
To ratify the appointment of Flavio Cattaneo as Director of the Company,
appointed by co-optation by virtue of a resolution adopted at the Board of
Directors’ meeting held on 20 June 2023, and reappoint him for the statutory
period of four years, following a report from the Appointments and
Compensation Committee.
In accordance with Article 529 (12) of the Capital Corporations Law, the
Director is considered a Shareholder-Appointed Director.
Shareholders may access the report on this proposal as well as a biographical
sketch of Mr. Cattaneo through the Company's website.
AGENDA ITEM EIGHT
Ratification of the appointment by co-optation and reappointment of Stefano de
Angelis as Shareholder-Appointed Director of the Company.
To ratify the appointment of Stefano de Angelis as Director of the Company,
appointed by co-optation by virtue of a resolution adopted at the Board of
Directors’ meeting held on 22 September 2023, and reappoint him for the
statutory period of four years, following a report from the Appointments and
Compensation Committee.
In accordance with Article 529 (12) of the Capital Corporations Law, the
Director is considered a Shareholder-Appointed Director.
The report on this proposal together with a biographical sketch on Mr. de
Angelis are available to the shareholders on the Company’s website.
AGENDA ITEM NINE
Ratification of the appointment by co-optation and reappointment of Gianni
Vittorio Armani as Shareholder-Appointed Director of the Company.
To ratify the appointment of Gianni Vittorio Armani as Director of the
Company, appointed by co-optation by virtue of a resolution adopted at the
Board of Directors’ meeting held on 25 July 2023, and reappoint him for the
statutory period of four years, following a report from the Appointments and
Compensation Committee.
In accordance with Article 529 (12) of the Capital Corporations Law, the
Director is considered a Shareholder-Appointed Director.
Shareholders may access the report on this proposal as well as a biographical
sketch of Mr. Armani through the Company's website.
AGENDA ITEM TEN
Reappointment of Eugenia Bieto Caubet as Independent Director of the Company.
To reappoint Eugenia Bieto Caubet as Director of the Company, following a
proposal from the Appointments and Compensation Committee, for the statutory
term of four years.
In accordance with Article 529 (12) of the Spanish Capital Corporations Law,
the Director is considered an independent director.
The report on this proposal together with a biographical sketch on Ms. Bieto
is available to the shareholders on the Company’s website.
AGENDA ITEM ELEVEN
Reappointment of Pilar González de Frutos as Independent Director of the
Company.
To reappoint Pilar González de Frutos as Director of the Company, following a
proposal from the Appointments and Compensation Committee, for the statutory
term of four years.
In accordance with Article 529 (12) of the Spanish Capital Corporations Law,
the Director is considered an independent director.
The report on this proposal together with a biographical sketch on Ms.
González is available to the shareholders on the Company’s website.
AGENDA ITEM TWELVE
Appointment of Guillermo Alonso Olarra as independent director of the Company.
To appoint Guillermo Alonso Olarra as Director of the Company, following a
proposal from the Appointments and Compensation Committee, for the statutory
term of four years.
The Director is considered an independent director in accordance with Article
529 duodecies of the Spanish Capital Corporations Law.
Shareholders may access the report on this proposal as well as a biographical
sketch of Mr. Alonso through the Company's website.
AGENDA ITEM THIRTEEN
Appointment of Elisabetta Colacchia as Shareholder-Appointed Director of the
Company.
To appoint Elisabetta Colacchia as a Director of the Company, following the
report of the Appointments and Compensation Committee, for the statutory
period of four years.
In accordance with Article 529 (12) of the Capital Corporations Law, the
Director is considered a Shareholder-Appointed Director.
The report on this proposal together with a biographical sketch on Ms.
Colacchia is available to the shareholders on the Company’s website.
AGENDA ITEM FOURTEEN
Appointment of Michela Mossini as Shareholder-Appointed Director of the
Company.
To appoint Michela Mossini as a Director of the Company, following the report
of the Appointments and Compensation Committee, for the statutory period of
four years.
In accordance with Article 529 (12) of the Capital Corporations Law, the
Director is considered a Shareholder-Appointed Director.
The report on this proposal together with a biographical sketch on Ms. Mossini
is available to the shareholders on the Company’s website.
AGENDA ITEM FIFTEEN
Binding vote on the Annual Report on Directors Compensation.
To approve the Annual Report on Directors’ Compensation for fiscal year
2023.
AGENDA ITEM SIXTEEN
Approval of the Directors Compensation Policy for 2024–2027.
In consideration of the reasons stated in the relevant specific report of the
Appointments Committee, approve the Directors Compensation Policy for
2024-2027, under the terms set forth in the document made available to the
shareholders on the Company's website as from the publication date of the
meeting notice.
AGENDA ITEM SEVENTEEN
Approval of the Strategic Incentive 2024-2026, which includes payment in
Company shares.
To approve the long-term variable compensation plan referred to as the
“Strategic Incentive 2024-2026” (the “2024-2026 Incentive"), which
includes payments in Company shares, insofar as ENDESA, S.A.'s executive
Director is included among its beneficiaries, with the following key
characteristics:
1. The 2024-2026 Incentive is a long-term compensation scheme primarily aimed at
rewarding contributions to the business strategy and the long-term
sustainability of the Company by individuals in positions of greater
responsibility.
2. The 2024-2026 Incentive applies to the Executive Director and all other
executives of the Endesa Group holding strategic responsibility, as determined
by the Board of Directors.
3. The performance period will be three years from 1 January 2024, for the
20242026 Incentive.
4. The 2024-2026 Incentive allocates an incentive to the beneficiaries that
includes the right to receive: (i) a certain number of ordinary shares of
ENDESA, S.A. (the “Shares”) and (ii) a monetary payment linked to a
target, subject to the conditions and any potential changes resulting from
operation of the Plan.
As relates to the accrued incentive, the first 65% of the target under the
Plan shall be paid out fully in Shares.
The monetary amount to be paid out is calculated as the difference in the
total incentive accrued and the portion paid out in Shares.
If the maximum number of shares is not a whole number, the amount of Shares to
be allocated to each recipient shall be calculated by rounding the amount to
the nearest whole number (rounding down for values of 0.49 or less and
rounding up for values above 0.49).
5. Accrual of the 2024-2026 Incentive is linked to achievement of four targets
during the performance period:
(a) Average Total Shareholder Return (TSR) of Endesa compared to average TSR
of the selected benchmark, Euro-Stoxx Utilities Index, for the 2024-2026
period (45% weighting).
(b) ROIC (Return on Invested Capital) – WACC (Weighted Average Cost of
Capital) (30% weighting)
(c) Reduction in CO(2) Emissions (CO(2)): reduction of specific CO(2)
emissions (gCO(2)/kWh) of Endesa by 2026, according to the thermal gap
existing in the Spanish mainland's electricity system (15% weighting).
(d) Percentage of female managers and middle managers in relation to the total
number of managers and middle managers by 2026 (10% weighting).
For each of the targets a threshold level is set beyond which the target would
be considered to have been met. Two target over-performance levels are also
established – performance beyond the first level, equivalent to 150% of the
incentive base (target) and performance beyond the second level equivalent to
a maximum 180% of the incentive base (target). Therefore, variable
compensation levels accruable under the 2024-2026 Incentive will range from 0%
to 180% of the incentive base (the incentive base (target) equals 100%
achievement).
6. The target assigned to each beneficiary under the 2024-2026 Incentive will be
as provided in their individual contracts, if addressed therein, or otherwise,
in the relevant Group policy defining different target percentage levels based
on the level of responsibility.
The maximum number of Shares that may be paid out under the 2024-2026
Incentive is 119,323. This maximum number of shares represents 0.011% of
ENDESA, S.A.'s share capital as at the date this resolution is proposed.
The target for the Chief Executive Officer is €518,000, and the maximum
number of shares that he may receive is 17,775.
7. Both payments in the form of delivery of shares and cash payments shall be
made subject to the payment and deferral rules established in the Compensation
Policy and by the Board of Directors and, specifically, shall be made subject
to the relevant malus and clawback clauses.
8. It is resolved to delegate to the Board of Directors, with express power of
substitution, the authority to implement at the time and in the manner it
deems convenient, formalize, amend, construe, clarify and execute the
2024-2026 Incentive, adopting all resolutions and executing as many public or
private documents as may be necessary or convenient to ensure the full
effectiveness thereof, with the power to change, rectify, amend and supplement
and, in general, to adopt any resolutions and perform any actions necessary or
merely convenient for the effective implementation and operation of the
2024-2026 Incentive, including but not limited to, the following powers:
a) To set specific conditions for the 2024-2026 Incentive and to grant and
exercise rights thereunder, including the approval or amendment of the
20242026 Incentive, the determination of the beneficiaries, the conditions for
granting or exercising the rights and verifying achievement, the rights that
grant the status of beneficiary, the levels of performance for each of the
parameters established as a target, the effects of losing status as an
employee, executive or executive director of the Company or its Group or of a
change of control, determining the causes for early termination, etc.
b) To draft, sign and submit before any public or private bodies, the
beneficiaries or any other party, any documents and supplementary
communications which may be necessary or convenient for the purposes of
implementing and executing the 2024-2026 Incentive, granting rights and
delivering incentives, including, as the case may be, the relevant prior
notice and informational prospectuses.
c) To perform any actions or processes or file any returns before any person,
entity or registry, public or private, in order to obtain authorizations or
verifications as required to grant the rights and to pay the incentives.
d) To adapt the contents of the 2024-2026 Incentive to the corporate
circumstances or transactions that may arise during the term thereof, in the
terms deemed convenient and, to the extent required or recommended by any
legal provisions applicable to any of the beneficiaries, or as may be
necessary for legal, regulatory, operating or similar reasons, to adapt the
general conditions.
e) To draft and publish any announcements which may be necessary or
convenient.
f) To draft, sign, execute and, as the case may be, certify any type of
document related to the 2024-2026 Incentive.
g) And, in general, to perform as many actions and execute as many documents
as required or convenient for the full validity and effectiveness of the
incorporation, implementation, operation, execution, settlement and completion
of the 2024-2026 Incentive and the previously adopted resolutions.
AGENDA ITEM EIGHTEEN
Authorization for the Company to acquire treasury shares, either directly or
through its subsidiaries.
I. To revoke and make void, as to the unused portion, the authorization for
the derivative acquisition of treasury stock granted by the Annual General
Shareholders’ Meeting held on 05 May 2020.
II. To re-authorize the Board of Directors, with express power of
substitution, to carry out the derivative acquisition of treasury stock, as
well as the pre-emptive rights of first refusal in respect thereto, in
accordance with Article 146 of the Spanish Capital Corporations Law, under the
following conditions:
a) Acquisitions may be made through sale and purchase transactions, swap
transactions or through any means legally accepted, either directly by the
Company itself, by the companies of its group or by an intermediary person, up
to the maximum figure permitted by Law.
b) Acquisitions shall be made at a minimum price per share of the par value
and a maximum equal to their trading value the time of its acquisition.
c) The duration of the authorization shall be five years.
d) Net equity following the acquisition of shares, including those that the
Company, or the individual acting in his/her name and on behalf of the
Company, previously acquired and which were held thereby, may not fall below
total share capital plus reserves which by law or the corporate bylaws are not
available for distribution, all in accordance with the provisions of Article
146.1(b) of the Spanish Capital Corporations Law.
The authorization also includes any acquisition of shares which, as the case
may be, must be delivered directly to the employees and directors of the
Company or its subsidiaries, as a consequence of the exercise of stock option
rights held thereby.
AGENDA ITEM NINETEEN
Delegation to the Board of Directors to execute and implement resolutions
adopted by the General Meeting, as well as to substitute the powers entrusted
thereto by the General Meeting, and granting of powers to the Board of
Directors to record such resolutions in a public instrument and register such
resolutions.
1. Delegate to the Company’s Board of Directors the broadest authorities to
adopt such resolutions as may be necessary or appropriate for the execution,
implementation, effectiveness and successful conclusion of the General Meeting
resolutions and, in particular, for the following acts, without limitation:
(i) clarify, specify and complete the resolutions of this General Meeting and
resolve such doubts or aspects as are presented, curing and completing such
defects or omissions as may prevent or impair the effectiveness or
registration of the pertinent resolutions;
(ii) execute such public and/or private documents and carry out such acts,
legal businesses, contracts, declarations and transactions as may be necessary
or appropriate for the execution and implementation of the resolutions adopted
at this General Meeting; and
(iii) delegate, in turn, to one or more Directors, who may act jointly and
severally, the powers conferred in the preceding paragraphs.
2. Empower the Chief Executive Officer, José Damián Bogas Gálvez, and the
Secretary of the Board of Directors, Borja Acha Besga, in order that any of
them, indistinctly, may: (i) carry out any acts, legal business, contracts and
transactions as may be appropriate in order to register the preceding
resolutions with the Mercantile Registry, including, in particular, inter
alia, the powers to appear before a Notary Public in order to execute the
public deeds or notarial records which are necessary or appropriate for such
purpose, to publish the pertinent legal notices and formalize any other public
or private documents which may be necessary or appropriate for the
registration of such resolutions, with the express power to remedy them,
without altering their nature, scope or meaning; and (ii) to appear before the
competent authorities and entities in relation to any of the resolutions
adopted, in order to carry out the necessary formalities and actions for the
most complete implementation and effectiveness thereof.
II. With the approval by the General Shareholders' Meeting of the increase in
the number of Board members to fourteen, the ratifications and reappointments
of the Shareholder-Appointed Directors Mr. Flavio Cattaneo, Mr. Gianni
Vittorio Armani and Mr. Stefano De Angelis, the reappointments of the
Independent Directors Ms. Eugenia Bieto Caubet and Ms. Pilar González de
Frutos, as well as the appointments of the Independent Director Mr. Guillermo
Alonso Olarra and of the Shareholder Appointed Directors Ms. Elisabetta
Colacchia and Ms. Michela Mossini, the composition of the Board of Directors
is as follows:
BOARD OF DIRECTORS
MEMBERS POSITION ON THE BOARD TYPE
Mr. Juan Sánchez-Calero Guilarte Chairman Independent
Mr. Flavio Cattaneo Vice Chairman Shareholder-Appointed
Mr. José D. Bogas Gálvez Chief Executive Officer Executive
Mr. Guillermo Alonso Olarra Director Independent
Mr. Stefano De Angelis Director Shareholder-Appointed
Mr. Gianni Vittorio Armani Director Shareholder-Appointed
Ms. Eugenia Bieto Caubet Director Independent
Ms. Elisabetta Colacchia Director Shareholder-Appointed
Mr. Ignacio Garralda Ruiz de Velasco Director Independent
Ms. Pilar González de Frutos Director Independent
Ms. Francesca Gostinelli Director Shareholder-Appointed
Mr. Francisco de Lacerda Director Independent
Ms. Michela Mossini Director Shareholder-Appointed
Ms. Cristina de Parias Halcón Director Independent
Mr. Borja Acha Besga Non-Director Secretary
Secretary of the Board of Directors
Endesa, S.A. Registered offices: Calle Ribera del Loira, 60, Madrid.
Registered in the Mercantile Registry of Madrid, page M-6405, volume 323,
folio 1, Spanish Tax ID (C.I.F.) A28023430.
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