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

Endesa SAAnnouncement

15/10/2025 09:45

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Transaction in Own Shares

 

Borja Acha Besga

Secretary of the Board of Directors

Madrid, 15 October 2025

OTHER RELEVANT INFORMATION

In accordance with the provisions of Article 227 of the Spanish Securities
Market Act, ENDESA, S.A. (hereinafter referred to as 'Endesa' or 'the
Company') discloses the following information:

Pursuant to the authorisation granted by the General Shareholders’ Meeting
held on April 24, 2024, as part of the share buyback framework programme for a
maximum monetary amount of €2 billion (“Framework Programme”) approved
by the Board of Directors of Endesa at its meeting held on March 26, 2025
(Inside Information Notice to the Spanish National Securities Market
Commission with registration number 2672), the Company has approved the
implementation of the Third Tranche of the Share Buyback Framework Programme
(Other Relevant Information Notice with registration number 37164) with the
purpose of reducing Endesa’s share capital through the cancellation of the
acquired own shares (subject to the approval of the Company’s General
Shareholders’ Meeting). This Third Tranche of the Framework Programme will
be executed 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 Commission Delegated Regulation (EU) No 2016/1052 of 8 March 2016
(“the Regulations”), and under the following terms and conditions:
 Maximum monetary     €500,000,000                                                                     
 
amount:                                                                                              
                                                                                                       
 Maximum number of    87,550,809 Endesa shares.                                                        
 
shares:                                                                                              
                                                                                                       
 Execution period:    The Third Tranche will commence on 15 October 2025 and will end no later than    
                      28 February 2026 and, in any case, when the maximum monetary amount is reached   
                      or the maximum number of shares is acquired.                                     
                                                                                                       
                      Notwithstanding the foregoing, the Company may temporarily suspend or            
                      terminate the execution of the Third Tranche early should any circumstances      
                      make it advisable or necessary.                                                  
                                                                                                       
 Trading              Purchases will be made on the Spanish                                            
 
venue:              
Stock Exchange Interconnection System – Continuous Market or through            
                      multilateral trading facilities (MTFs).                                          
                                                                                                       
 Trading              The shares will be purchased at market price, in accordance with the price and   
 
conditions:         volume conditions established 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 each trading venue will be purchased on any trading day, with such     
                      average daily volume corresponding to the twenty business days preceding the     
                      date of each purchase.                                                           
                                                                                                       
 Manager:             Execution will be carried out externally through a financial institution,        
                      which will make independent decisions regarding the timing of purchases.         


As previously indicated on 26 March 2025, the Company’s majority
shareholder, Enel S.p.A., holder of 70.10% of the share capital, has expressed
its commitment not to participate in the Framework Programme and, accordingly,
not to sell Endesa shares on the market during the periods in which any
tranche of the Framework Programme is being executed, including this Third
Tranche.

The share purchase transactions carried out, as well as the completion or,
where applicable, the interruption of the execution of the Third Tranche, will
be duly communicated in accordance with the Regulations.

The shares purchased under the Programme will be held as treasury shares,
pending approval of their cancellation by the Company’s General
Shareholders’ Meeting.

Secretary of the Board of Directors

Endesa, S.A. registered office in Madrid, C / Ribera del Loira, 60. Registered
in the Madrid Commercial Registry, Sheet M-6405, volume 323, folio 1, TIN.
A28023430



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Endesa, S.A.


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