REG-Endesa, S.A. Transaction in Own Shares

Endesa SAAnnouncement

27/03/2025 07:00

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Transaction in Own Shares

 

Borja Acha Besga

Secretary of the Board of Directors

According to Article 226 of the Securities Exchange Law, Endesa, S.A.
(“Endesa” or the “Company”) hereby discloses the following

Inside Information (Información Privilegiada)

Pursuant to the authorization granted by the Shareholders’ Meeting held on
April 24, 2024, the Board of Directors of Endesa, at a meeting held today, has
approved a share buy-back framework program for a maximum pecuniary amount of
2,000 million euros (without prejudice to the possibility of suspending it or
ending it early if the circumstances so warrant), in accordance with the
provisions of Regulation (EU) No 596/2014 of the European Parliament and of
the Council, of 16 April 2014, on market abuse, and of Commission Delegated
Regulation (EU) No 2016/1052, of 8 March 2016 (jointly, the
“Regulations”), for execution in several tranches until December 31, 2027
(the “Framework Program”).

The Framework Program announced is fully aligned and compatible with the
Company’s 2024-2027 Dividend Policy and with the 2025-2027 Strategic Plan
disclosed on November 19, 2024 (notices of inside information with
registration numbers 2476 and 2477, respectively). In particular, the
investments established in the above-mentioned Plan, under the terms and
conditions determined in it, will not be affected by the execution of the
Framework Program.

It is noted that the majority shareholder of the Company, the entity Enel
S.p.A., holder of 70.10% of the share capital, has stated its commitment not
to participate in the Framework Program and, accordingly, not to sell Endesa
shares on the market during the periods in which any tranche of the Framework
Program is being executed.

In addition, the Board of Directors of Endesa has approved the first two
tranches of the Framework Program.

The purpose of the first tranche of the Framework Program (the “First
Tranche”) will be to comply with the obligations under the Flexible Share
Remuneration Program for serving employees of the Endesa Group in Spain and it
will be executed in accordance with the following terms and conditions:
 Maximum pecuniary amount:    17,300,000 euros.                                                                
 Maximum number of shares:    1,115,000 Endesa shares.                                                         
 Execution period:            The First Tranche will commence on March 28, 2025 and will end no later than     
                              April 14, 2025 and, in all cases, when the maximum pecuniary amount is reached   
                              or the maximum number of shares is acquired.                                     
                              However, the Company may temporarily suspend execution of the First Tranche or   
                              end it early in the event of any circumstance that so advises or requires.       
 Trading venue:               The purchases will be made via the Spanish electronic trading system –           
                              Continuous Market.                                                               
 Conditions for trading:      The shares will be purchased at market price, in accordance with the price and   
                              volume conditions set out in article 3 of Delegated Regulation (EU) No           
                              2016/1052.                                                                       
                              In particular, no more than 25% of the average daily trading volume of Endesa    
                              shares on the Continuous Market will be purchased on any trading day, such       
                              average daily volume corresponding to the twenty trading days prior to the       
                              date of each purchase.                                                           
 Manager:                     Execution will be carried out externally through a financial institution,        
                              which will make decisions concerning the timing of purchases independently.      


The share purchase transactions performed, as well as the end or, as the case
may be, the temporary suspension of execution of the First Tranche, will be
duly disclosed in accordance with the Regulations.

In addition, the Board of Directors of Endesa has approved the execution of a
second tranche of the Framework Program (the “Second Tranche”) for a
maximum pecuniary amount of 500 million euros, for the purpose of reducing the
Company’s share capital by retiring the own shares acquired, which will be
implemented after the Shareholders’ Meeting called to be held on first and
only call on April 29, 2025.

The relevant announcement with the commencement and details of the Second
Tranche (as provided for in article 2 of Delegated Regulation (EU) No
2016/1052) will be published in due course as a notice of other relevant
information.

The Secretary of the Board of Directors



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Endesa, S.A.


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