Result of AGM
Borja Acha Besga
Secretary of the Board of Directors
Madrid, 28 April 2026
OTHER RELEVANT INFORMATION
In accordance with the provisions of Article 227 of the Spanish Securities Market and Investment Service Act 6/2023, of March 17, Endesa, S.A. hereby issues notice of the following Information:
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:
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 Recognised 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 Subsidiaries (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 the financial year ended 31 December 2025.
Approval of the Individual Annual Financial Statements of ENDESA, S.A. (Balance Sheet; Income Statement; Statement of Changes in Net Equity: Statement of Recognised 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 20 February 2026 for the financial year ended 31 December 2025.
AGENDA ITEM TWO
Approval of the Individual Management Report of ENDESA, S.A. and the Consolidated Management Report of ENDESA, S.A. and its Subsidiaries for the financial year ended 31 December 2025.
To approve the Individual Management Report of ENDESA, S.A. and the Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year ended 31 December 2025 (except for the Consolidated Statement of Non-Financial Information and Sustainability Information included in the Consolidated Management Report, which is submitted to a vote in the following point of the agenda), which were drawn up by the Board of Directors at the meeting held on 20 February 2026.
AGENDA ITEM THREE
Approval of the Consolidated Statement of Non-Financial Information and Sustainability Information for the year ended 31 December 2025.
To approve the Consolidated Statement of Non-Financial Information and Sustainability Information for the year ended 31 December 2025, which was prepared by the Board of Directors at its meeting held on 20 February 2026.
AGENDA ITEM FOUR
Approval of the management of the Company for the financial year ended 31 December 2025.
Approval of the management of the Company for the financial year ended 31 December 2025.
AGENDA ITEM FIVE
Approval of the proposed application of earnings for the year ended 31 December 2025 and the subsequent distribution of a dividend out of this profit.
To approve the distribution of the profit for the year, as formulated by the Board of Directors at its meeting held on 20 February 2026, corresponding to the financial year 2025, of €1,665,809,453.62 and the consequent distribution of a dividend charged to said profit, in the following terms:
FY 2025 Distribution Basis
Euros
Profit and Loss. Profit
1,665,809,453.62
Retained Earnings
2,433,751,130.84
Total
4,099,560,584.46
Applied
A Dividend - Maximum amount to be distributed corresponding to €1.584 gross per share taking into account the shares entitled to a dividend as of 31
1,645,465,922.50
December 2025 (1,038,804,244 shares)
To Retained Earnings
2,454,094,661.96
Total
4,099,560,584.46
On 16 December 2025, the Board of Directors of ENDESA, S.A., agreed to distribute an interim dividend of €0.50 gross per share against 2025 profits. This interim dividend was paid out on 12 January 2026.
The final dividend (€1.084 gross per share), charged to the profit for 2025, will be paid on 10 July 2026.
AGENDA ITEM SIX
Share capital reduction by retiring a maximum of 87,967,289 treasury shares (8.44% of the current share capital) that have been acquired through the buyback programmes executed as the Third and Fourth Tranches of the Treasury Share Buyback Framework Programme approved by the Board of Directors on 26 March 2025, for the purpose of being retired, delegating to the Board of Directors the possibility of executing the share capital reduction.
1- To reduce the share capital of ENDESA, S.A. by a maximum amount of €105,560,746.80 (8.44% of the current share capital), by retiring up to 87,967,289 treasury shares of the Company, with a par value of €1.2 each, which have been acquired through the buyback programmes executed as the Third and Fourth Tranches of the Treasury Share Buyback Framework Programme approved by the Board of Directors on 26 March 2025, for the purpose of being retired.
The Share Buyback Framework Programme addressed to all shareholders, for a maximum pecuniary amount of up to €2,000 million, was approved by the Company's Board of Directors on 26 March 2025.
The Third and Fourth Tranches of the Framework Programme were approved by the Board of Directors for the purpose of reducing Endesa's share capital. The Third Tranche is concluded and the Fourth Tranche is currently being executed, both under:
the authorisation granted by the Shareholders’ Meeting held on 24 April 2024, under agenda item eighteen;
and article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and with Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016 supplementing Regulation on market abuse with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilisation measures.
The Third Tranche commenced on 15 October 2025 and concluded on 27 February 2026. The total number of shares purchased in the Third Tranche amounted to 4,040,753 shares.
The Fourth Tranche commenced on 2 March 2026 and will conclude when the maximum pecuniary amount is reached, or the maximum number of shares established is acquired, or when terminated by the company, and in any event no later than 7 July 2026.
By executing the capital reduction, all of the shares that are acquired through the buyback programmes executed as the Third and Fourth Tranches of the aforementioned Treasury Share Buyback Framework Programme, whose purpose is to reduce Endesa's share capital, will be retired.
The capital reduction will not entail a return of contributions to the shareholders given that, at the time of execution of the reduction, the Company will own the shares to be retired.
Retirement of the treasury shares will entail a reduction in the share capital by an amount equal to the par value of the retired shares.
Furthermore, for the purposes of article 335 of the Capital Companies Law, a reserve for retired capital will be recorded with a charge to unrestricted reserves in an amount equal to the par value of the retired shares, and such reserve may only be used subject to the same requirements as those imposed for the capital reduction. Consequently, pursuant to the provisions of article 335 c) of the Capital Companies Law, the right of creditors to object under article 334 of the same Law will not apply.
The final figure for the capital reduction will be established by the Board of Directors, within the aforementioned maximum limit, based on the final number of shares acquired and that the Board of Directors decides to retire pursuant to the delegation of powers approved below.
This resolution may be executed up to the date on which the next Annual Shareholders’ Meeting is held, with the portion not used being rendered null and void as from that date.
2- To ratify the resolutions of the Board of Directors relating to the approval of the Third and Fourth Tranches, under the terms reported to the market on 26 March 2025.
3- To delegate to the Board of Directors the power to execute in whole or in part the share capital reduction approved above, within the execution period established and in the manner deemed most appropriate, with the possibility of delegating such powers in accordance with what is indicated below, in particular and without limitation:
To determine the number of shares to be retired.
To declare the execution of the capital reduction ultimately approved as closed, establishing, as the case may be, the final number of shares to be retired and, therefore, the amount by which the Company’s share capital is to be reduced, in accordance with the limits established in this resolution.
To give a new wording to articles 5 and 6 of the Bylaws of the Company relating to the share capital and the shares, respectively, so that they reflect the new share capital figure and the number of outstanding shares following the execution of the capital reduction approved.
To carry out any acts, statements or steps that, where appropriate, must be performed vis-à-vis the National Securities Market Commission and the stock exchanges on which the Company’s shares are admitted to trading.
To carry out the necessary formalities and steps vis-à-vis, and submit the necessary documents to, the competent bodies so that, once the Company’s shares have been retired and the capital reduction deed has been executed and registered at the Commercial Registry, the retired shares are delisted from the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Spanish electronic trading system (Continuous Market), and the related accounting registers are cancelled; and to request and carry out as many formalities and steps as may be necessary to delist the retired shares from any other stock exchanges or markets where the Company’s shares are listed or may be listed, in accordance with the procedures established at each of said stock exchanges or markets, and to cancel the related accounting registers.
To take as many steps as may be necessary or appropriate to implement and formalize the capital reduction vis-à-vis any public or private entities and bodies, whether Spanish or foreign, including to declare, supplement or remedy defects or omissions that may prevent or hinder the full effectiveness of the preceding resolutions, all the foregoing on the broadest terms.
The Board of Directors is expressly authorized so that it may, in turn, delegate (with the power to delegate where appropriate) to the Chief Executive Officer, pursuant to the provisions of article 249bis.l) of the Capital Companies Law, all the delegable powers referred to in this resolution, and all the foregoing without prejudice to any powers of attorney that exist or may be granted in relation to the contents of this resolution.
AGENDA ITEM SEVEN
Re-election of Mr José Damián Bogas Gálvez as Other External Director of the Company.
To re-elect Mr José Damián Bogas Gálvez as Director of the Company, following a report from the Appointments and Compensation Committee, for the statutory term of four years.
In accordance with article 529 (12)s of the Spanish Capital Corporations Law, the Director is considered an Other External Director.
The report on this proposal and Mr Bogas's biographical profile are available to shareholders on the Company's website.
AGENDA ITEM EIGHT
Appointment of Ms Angela Eliseo as Shareholder-Appointed Director of the Company, replacing Ms Francesca Gostinelli, whose cessation of office is submitted to the General Meeting for consideration upon the expiration of her term of office on 29 April 2026.
8.1 Cessation of office of Ms Francesca Gostinelli
To approve the cessation of office of Ms Francesca Gostinelli, whose term of office expires on 29 April 2026, thanking her for the services rendered to the Company.
8.2 Appointment of Ms Angela Eliseo
To appoint Ms Angela Eliseo as Director of the Company, following a report 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 will be considered a Shareholder-Appointed Director.
The report on this proposal and Ms Eliseo's biographical profile are available to shareholders on the Company's website.
AGENDA ITEM NINE
Appointment of Ms Ana Muñoz Merino as Independent Director of the Company, replacing Ms Cristina de Parias Halcón, whose cessation of office is submitted to the General Meeting for consideration upon the expiration of her term of office on 29 April 2026.
9.1 Cessation of office of Ms Cristina de Parias Halcón
To approve the cessation of office of Ms Cristina de Parias Halcón, whose term of office expires on 29 April 2026, thanking her for the services rendered to the Company.
9.2 Appointment of Ms Ana Muñoz Merino
To appoint Ms Ana Muñoz Merino 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 will be considered an independent director.
The report on this proposal and Ms Muñoz's biographical profile are available to shareholders on the Company's website.
AGENDA ITEM TEN
Binding vote on the Annual Report on Directors' Compensation.
To approve the Annual Report on Directors’ Compensation for the financial year 2025.
AGENDA ITEM ELEVEN
Approval of the Directors Compensation Policy for 2026–2029.
In consideration of the reasons stated in the relevant specific report of the Appointments and Compensation Committee, to approve the Directors Compensation Policy for 2026–2029, 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 TWELVE
Approval of the Strategic Incentive 2026-2028, which includes payment in Company shares.
To approve the long-term variable compensation plan referred to as the 'Strategic Incentive 2026–2028' (the '2026–2028 Incentive'), which includes payment in Company shares, insofar as ENDESA, S.A.'s Executive Directors are included among its beneficiaries, with the following key characteristics:
1- The 2026–2028 Incentive is a long-term compensation system whose main purpose is to reward the sustainable fulfilment of the Strategic Plan for individuals holding positions with direct responsibility for the company's results or playing a role of strategic relevance.
2- The 2026–2028 Incentive is aimed at the Executive Directors and Senior Officers of Endesa holding positions with direct responsibility for the company's results or playing a role of strategic relevance, as determined by the Board of Directors.
3- The performance period shall be three years from 1 January 2026 for the 20262028 Incentive.
4- The 2026-2028 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.
For the total accrued incentive, the Plan stipulates that the Executive Directors will receive up to 100% of the base amount in shares, while other beneficiaries will receive up to 65%.
The monetary amount to be paid is calculated as the difference between the total amount of the accrued incentive and the portion to be paid 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 2026-2028 Incentive is linked to the achievement of four targets during the performance period:
Average Total Shareholder Return (TSR) of Endesa compared to average TSR of the selected benchmark, Euro-Stoxx Utilities Index, for the 2026-2028 period (45% weighting).
Accumulated ROACE of Endesa, represented on an accumulated basis for the 2026–2028 period (10% weighting).
'Earnings Per Share' (EPS), represented by the ratio between the Target Ordinary Net Profit for 2028 (from the 2026–2028 Strategic Plan) and the total number of shares outstanding as of 31 December 2025 (20% weighting).
Reduction in CO2 emissions (CO2): reduction of specific CO2 emissions (gCO2/kWh) of Endesa by 2028, according to the development of the thermal gap in the Spanish mainland electrical system (15% weighting).
Percentage of female managers and middle managers in relation to the total number of Managers and Middle Managers by 2028 (10% weighting).
For each of the targets, a threshold level is set from which the target would be considered 100% met, along with two over-performance levels: performance beyond the first level is equivalent to 150% of the base incentive (target); and performance beyond the second level is equivalent to the maximum fulfilment of 180% of the base incentive (target). Therefore, variable compensation levels accruable under the 2026-2028 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 2026-2028 Incentive will be as provided in their individual contracts, if addressed therein, or otherwise, in accordance with the defined mechanism
The maximum number of Shares that may be paid out under the 2026-2028 Incentive is 82,511. This maximum number of shares represents 0.008% of ENDESA, S.A.'s share capital as of the date this resolution is proposed.
The Executive Directors will be entitled to a maximum number of 22,676 shares.
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, formalise, amend, construe, clarify, and execute the 2026–2028 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 2026-2028 Incentive, including but not limited to, the following powers:
To set specific conditions for the 2026-2028 Incentive and to grant and exercise rights thereunder, including the approval or amendment of the 2026-2028 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.
To draft, sign, and submit to any public or private bodies, the beneficiaries, or any other party any documents and supplementary communications that may be necessary or convenient for the purposes of implementing and executing the 20262028 Incentive, granting rights, and delivering incentives, including, as the case may be, the relevant prior notice and informational prospectuses.
To perform any actions or processes or file any returns before any person, entity or registry, public or private, in order to obtain authorisations or verifications as required to grant the rights and to pay the incentives.
To adapt the contents of the 2026–2028 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.
To draft and publish any announcements that may be necessary or convenient.
To draft, sign, execute, and, as the case may be, certify any type of document related to the 2026-2028 Incentive.
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 2026-2028 Incentive and the previously adopted resolutions.
AGENDA ITEM THIRTEEN
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 powers 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:
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;
execute such public and/or private documents and carry out such acts, legal acts, contracts, declarations, and operations as may be necessary or appropriate for the execution and implementation of the resolutions adopted at this General Meeting; and
delegate, in turn, to one or more Directors, who may act jointly and severally, the powers conferred in the preceding paragraphs.
2. To empower the Chief Executive Officer, the Chairman, and the Secretary of the Board of Directors so that any of them, interchangeably, may (i) carry out any acts, legal transactions, contracts, and operations as may be appropriate in order to register the preceding resolutions in the Commercial Registry, including, in particular, and among other powers, those of appearing before a Notary Public in order to execute the public deeds or notarial records that are necessary or appropriate for such purpose, publishing the pertinent announcements, and formalising any other public or private document that may be necessary or appropriate for the registration of such resolutions, with the express power to cure defects, without altering their nature, scope, or meaning; and (ii) appear before the competent authorities and entities in relation to any of the resolutions adopted, in order to carry out the necessary formalities and actions for their development and effectiveness.
Secretary of the Board of Directors
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Endesa, S.A.
