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Enel

Remuneration Information Apr 22, 2024

4317_dirs_2024-04-22_509781b2-fd61-4181-96cc-db7c3878bb93.pdf

Remuneration Information

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INFORMATION DOCUMENT

pursuant to Article 84-bis, paragraph 1, of the Regulation adopted by Consob with Resolution no. 11971 dated May 14, 1999, as subsequently amended and supplemented, related to the

LONG-TERM INCENTIVE PLAN 2024

OF

ENEL S.P.A.

April 11, 2024

GLOSSARY
4
INTRODUCTION
6
1. BENEFICIARIES6
1.1 Indication by name of the Beneficiaries of the LTI Plan who are members of the Board of Directors
of Enel

6
1.2 Indication of the categories of employees or collaborators of Enel and of the Group which are
Beneficiaries of the LTI Plan

6
1.3 Indication by name of the Beneficiaries of the LTI Plan who are general managers or executives
with strategic responsibilities (in case they have received during the financial year a total
compensation exceeding the highest compensation granted to the members of the board of
directors)
6
1.4 Description and numerical indication of the Beneficiaries of the LTI Plan who are executives with
strategic responsibilities and of any other possible categories of employees or collaborators for
whom diverse characteristics of the Plan apply
7
2. REASONS SUPPORTING THE ADOPTION OF THE PLAN8
2.1 Objectives to be achieved through the Plan

8
2.2 Key variables and performance indicators considered for purposes of awarding the Plan
8
2.3 Criteria for determining the amount to be awarded
9
2.4 Reasons underlying the possible decision to award compensation plans based upon financial
instruments not issued by Enel

9
2.5 Significant tax and accounting implications which affected the definition of the Plan

9
2.6 Support, if any, for the Plan from the Special Fund aimed at incentivizing workers' shareholdings
in companies ("Fondo speciale per l'incentivazione della partecipazione dei lavoratori nelle
imprese"), pursuant to Article 4, paragraph 112, of Law no. 350 dated December 24, 2003
9
3. APPROVAL PROCESS AND TIMEFRAME FOR THE AWARDING OF THE LTI
PLAN10
3.1 Powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the
implementation of the LTI Plan
10
3.2 Subjects in charge for managing the Plan

10
3.3 Existing Procedures for reviewing the Plan

10
3.4 Procedures for determining the availability and award of financial instruments
10
3.5 Role played by each Director in determining the Plan's characteristics

10
3.6 Date of the decision made by the competent body to propose the Plan to the Shareholders' Meeting
approval and of the proposal, if any, by the Nomination and Compensation Committee
11
3.7 Date of the decision made by the competent body on the awarding of financial instruments and of
the proposal, if any, submitted by the Nomination and Compensation Committee

11

3.8 Market price registered on the above-mentioned dates, for the financial instruments on which the
Plan is based

11

3.9 Safeguards adopted by the Company with regard to the possibility that the date of the awarding of the financial instruments or the date of possible decisions in such regard by the Nomination and Compensation Committee may coincide with the date of dissemination of material information within the meaning set forth under Article 17 of the EU Regulation no. 596/2014....................... 11

4. CHARACTERISTICS OF THE LTI
PLAN12
4.1 Structure of the Plan
12
4.2 Period of implementation of the Plan
12
4.3 Expiry of the Plan

12
4.4 Maximum number of financial instruments awarded in each fiscal year to the persons identified by
name or to the indicated categories

13
4.5 Methods of implementing the Plan and related provisions

13
4.6 Availability restrictions imposed upon the financial instruments distributed
18
4.7 Conditions subsequent, if any, in connection with the Plan in the event that the Beneficiaries were
to conclude hedging transactions that allow for the neutralization of any selling restrictions
applicable to the financial instruments

18
4.8 Effects caused by the termination of the employment relationship
18
4.9 Indications of any other causes for the cancellation of the Plan
19
4.10 Reasons underlying the possible redemption of financial instruments assigned under the Plan
19
4.11 Loans or other assistance, if any, for the purchase of the financial instruments
19
4.12 Estimated expected cost for Enel as of the date of the award

19
4.13 Dilution effects, if any, caused by the Plan
20
4.14 Any limits established for the exercise of the voting right and for the allocation of the economic
rights
20
4.15 If the shares are not traded on regulated markets, any useful information for a full assessment of
the value attributable to them
20
4.16 – 4.23
20
4.24 Annex
20

GLOSSARY

Where used in this information document, the following terms shall have the meanings set forth below.

Shares Ordinary shares issued by Enel, listed on the
Euronext Milan
market organized
and managed by Borsa Italiana S.p.A.
Shareholders Owners of Shares.
Corporate Governance
Code
The Corporate Governance Code of companies
with shares
listed on the
Euronext Milan market of Borsa Italiana S.p.A.,
approved by the Italian Corporate Governance Committee in
January 2020.
Nomination and
Compensation
Committee
The Committee of Enel, currently comprised of
non-executive
Directors, the majority of whom are independent, having, inter
alia, proactive and advisory
functions in connection with the
remuneration
of
Directors
and
Executives
with
Strategic
Responsibilities.
Beneficiaries The managers of Enel and/or of companies controlled by Enel
pursuant to Article 2359 of the Italian Civil Code who are
beneficiaries of the Plan.
Executives with
Strategic
Responsibilities
Executives -
other than those who also hold the position of
Director of Enel -
who have the power and responsibility, directly
or indirectly, for planning, directing and controlling the activities
of the Company and the Group, in accordance with the definition
under Article 65, paragraph 1-quater, of Consob Issuers'
Regulation. These Executives are identified by Enel's Chief
Executive Officer from among the executives reporting directly to
him/her
in consideration of the importance of the functions
assigned
to them within the Group.
Information Document This document drawn pursuant to and for purposes of Article 84-
bis, paragraph 1, of Consob Issuers' Regulation.
Enel or the Company Enel S.p.A.
Group Enel and the companies controlled by Enel pursuant to Article
2359 of the Italian Civil Code.
EUROSTOXX
Utilities
Index

EMU
(Euro
Area/Economic
and
Monetary Union)
The Index managed by STOXX Ltd. including the most relevant
utilities companies in Euro Area Countries (EMU). As of
December 29, 2023
the first
10 companies
included in such
index
were:
Iberdrola, Enel, Engie, RWE, E.ON, Veolia Environnement,
EdP, Terna, Redeia Corporation, Endesa.
LTI Plan or the Plan The Long-Term Incentive Plan adopted by the Company for
the
year 2024.

Consob Issuers' The Regulation adopted by Consob with Resolution no. 11971 of
Regulation May 14, 1999, as subsequently amended and supplemented.
Return Ratio between NOPAT (i.e.,
on Net Operating Profit After Taxes)
Invested and average
Capital NIC (i.e.,
(ROIC) Net Invested Capital).
Total Index that measures the total return on one
Shareholders share, by taking the
Return (TSR) sum of the following components:
(i)
capital gain: ratio between the change in the market price of
the share (difference between the price determined at the
end and at the beginning of the relevant period) and the
market price determined at the beginning of the period itself;
(ii)
dividends reinvested: impact of all dividends paid and
reinvested in the share as of the ex-dividend date.
Consolidated Financial Legislative Decree no. 58 of February 24, 1998, as subsequently
Act amended and supplemented.
Weighted Average Cost
of Capital (WACC)
Average cost of capital
(equity
and debt)
of Enel, weighted
among
the Countries of presence and the businesses
and
calculated using an internal methodology based on external
market references.

INTRODUCTION

This Information Document, drawn in accordance with Article 84-bis, paragraph 1, of the Consob Issuers' Regulation, is published in order to provide the Shareholders and the market with an extensive and detailed information on the LTI Plan proposed for adoption.

The LTI Plan provides for the possibility to distribute to its Beneficiaries an incentive, composed of a monetary component and a share-based component. Furthermore, the disbursement of both such components, as well as their total amount, depend, inter alia, on the level of achievement of the Total Shareholders' Return, calculated on the basis of the performance of Enel share during the relevant three-year period (2024-2026) compared with that of the EUROSTOXX Utilities Index – EMU.

Therefore, for both these features, the LTI Plan, being a "remuneration plan based on financial instruments", pursuant to Article 114-bis, paragraph 1, of the Consolidated Financial Act, is subject to the approval of the ordinary Shareholders' Meeting of Enel called on May 23, 2024.

The Information Document is available to the public at Enel's registered office (in Rome, Viale Regina Margherita no. 137), as well as on the Company's website (www.enel.com) and on the authorized storage mechanism "eMarket Storage" ().

1. BENEFICIARIES

1.1 Indication by name of the Beneficiaries of the LTI Plan who are members of the Board of Directors of Enel

The LTI Plan includes among its Beneficiaries the Chief Executive Officer (and General Manager) of Enel, Flavio Cattaneo.

1.2 Indication of the categories of employees or collaborators of Enel and of the Group which are Beneficiaries of the LTI Plan

Approximately 300 managers of Enel and/or companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code, including the General Manager (and Chief Executive Officer) of Enel, who hold positions that are most directly responsible for the company's results or which are of strategic interest, are the Beneficiaries of the LTI Plan. Among such managers are also included those belonging to the Business Line "Enel Grids and Innovability", as well as to the "Iberia" and "Rest of the World" Regions, in favor of some of which, taking into consideration the requirements to carry on the business on an autonomous basis or the compliance with the unbundling laws in force, are established specific plans ( 1 ) and ad hoc objectives linked to the relevant activities of the abovementioned Business Line and Regions.

It should be noted that some of the managers who are Beneficiaries of the LTI Plan are currently members of the boards of directors of companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code. Such executives are not indicated by name in paragraph 1.1 above since their inclusion among the Beneficiaries of the Plan does not depend on the offices held by them in the above-mentioned companies, being such award solely determined on the basis of their managerial role within the Group.

1.3 Indication by name of the Beneficiaries of the LTI Plan who are general managers or executives with strategic responsibilities (in case they have

( 1 ) These plans regard approximately 80 Beneficiaries and in some cases they do not envisage a share-based component.

received during the financial year a total compensation exceeding the highest compensation granted to the members of the board of directors)

The LTI Plan includes among its Beneficiaries the General Manager (and Chief Executive Officer) of Enel, Flavio Cattaneo.

1.4 Description and numerical indication of the Beneficiaries of the LTI Plan who are executives with strategic responsibilities and of any other possible categories of employees or collaborators for whom diverse characteristics of the Plan apply

The LTI Plan includes among the Beneficiaries indicated in paragraph 1.2 above also the managers who, from the time of the allocation of the base value of the incentive, will actually hold the position of "executives with strategic responsibilities" as defined under Article 65, paragraph 1-quater, of the Consob Issuers' Regulation. As of the date of this document, reference is made to the heads of:

  • the "Administration, Finance and Control" Holding Function;
  • the Global Business Lines "Enel Green Power and Thermal Generation", "Enel Grids and Innovability", "Global Energy and Commodity Management and Chief Pricing Officer" and "Enel X Global Retail",

for a total of 5 executive positions.

Without prejudice to what specified in paragraph 1.2 above, it should be noted that the incentive scheme envisaged under the LTI Plan is the same for all the Beneficiaries, and differentiates only because of:

  • (i) the measure of the base amount of the incentive, to be determined at the time of the relevant award in relation to the fixed remuneration of the single Beneficiary, as pointed out in paragraph 2.3 below;
  • (ii) the measure of the incentive actually assignable in the final assessment of the Plan which, depending on the level of achievement of the performance objectives envisaged under the same Plan, is equal:
    • o at target level, to 130% of the base amount for the Chief Executive Officer/General Manager of Enel, and to 100% of the base amount for the other Beneficiaries;
    • o at the maximum level (i.e., if the second over-performance threshold is reached), to 280% of the base amount for the Chief Executive Officer/General Manager of Enel, and to 180% of the base amount for the other Beneficiaries; and
  • (iii) the percentage incidence of the share-based component on the base amount of the awarded incentive, which is equal to:
    • o 150% of the base amount, for the Chief Executive Officer/General Manager of Enel;
    • o 100% of the base amount, for the first line managers reporting to the Chief Executive Officer/General Manager of Enel, including Executives with Strategic Responsibilities; and
    • o 65% of the base amount, for the other Beneficiaries of the Plan different from those referred to in the previous points.

2. REASONS SUPPORTING THE ADOPTION OF THE PLAN

2.1 Objectives to be achieved through the Plan

The Plan is aimed at:

  • aligning the interests of the Beneficiaries with the pursuit of the priority goal consisting in the creation of value for Shareholders over the long-term, also by envisaging a share-based component into remuneration plans;
  • strengthening the link between the remuneration of Beneficiaries and both the sustainable success of the Company and the objectives set forth by the 2024-2026 Strategic Plan;
  • encouraging the management's commitment to achieving common objectives at the Group level, promoting the coordination and integration of the activities of the various companies belonging to the same Group;
  • promoting the loyalty of the Beneficiaries of the Plan, in particular encouraging the retention of those who hold "key" positions within the Group;
  • safeguarding the Company's competitiveness on the labor market.

2.2 Key variables and performance indicators considered for purposes of awarding the Plan

The Plan envisages the disbursement of an incentive composed of a component in Shares and a monetary component, the amount of which may vary depending upon the level of achievement of three-year performance objectives, from zero (and therefore, if none of the objectives is achieved, no incentive is awarded) up to a maximum of 280% or 180% of the base amount, respectively for the Chief Executive Officer/General Manager of Enel or for the other Beneficiaries. The following table indicates the performance objectives upon which the disbursement of the incentive provided under the LTI Plan is conditioned, as well as the related weight:

Performance objective Weight
2
) of Enel vs. average TSR of the EUROSTOXX Utilities Index –
Average TSR (
EMU in the three-year period 2024-2026
45%
Cumulative ROIC - WACC for the three-year period 2024-2026 30%
GHG "Scope 1 and Scope 3" emissions intensity related to Group Integrated
3
Power (gCO2eq/kWh) in 2026 (
), along with the gateway objective concerning
GHG "Scope 1"
emissions
intensity related to Group Power Generation
4
(gCO2eq/kWh) in 2026 (
)
15%
Percentage of women managers and middle managers over the total population
of managers and middles managers at the end of 2026
10%

The decision to condition the disbursement of the incentive provided under the LTI Plan upon the prior achievement of specific performance objectives aims at fully aligning the Beneficiaries' interests with those of the Shareholders. In addition, such objectives, which

( 2 ) The average Total Shareholders Return (TSR) of Enel and of the EUROSTOXX Utilities Index – EMU is calculated in the three-month period preceding the beginning and the end of the performance period (January 1, 2024 – December 31, 2026), in order to sterilize any possible volatility on the market.

( 3 ) Integrated Power's "Scope 1" and "Scope 3" greenhouse gas emissions intensity (measured in gCO2eq/kWh) considers both the Group "Scope 1" greenhouse gas emissions (including CO2, CH4 and N2O) from electricity generation and the Group "Scope 3" greenhouse gas emissions from the generation of electricity purchased by the Group and sold to end customers.

( 4 ) "Scope 1" greenhouse gas emissions intensity related to Power Generation (measured in gCO2eq/kWh) considers the Group's direct emissions (including CO2, CH4 and N2O) from generation activities in coal, oil and gas and combined cycle thermoelectric power plants compared to the Group's production.

apply in an identical manner to all Beneficiaries of the Plan, are characterized by a threeyear performance period in order to encourage the results consolidation and the enhancement of the long-term characteristics of the same Plan.

For further information on the performance objectives upon which the disbursement of the incentive provided under the LTI Plan is conditioned, see paragraph 4.5 below.

2.3 Criteria for determining the amount to be awarded

The extent of the base value of the incentive to be awarded to each Beneficiary of the Plan will be determined by taking as a reference a percentage of the fixed remuneration; this percentage is identified on the basis of each Beneficiary's category. For this purpose, the Beneficiaries of the Plan are divided into 4 categories, which provide for the disbursement of an incentive ranging between 30% and 130% of the fixed remuneration in the event of achievement of the performance objectives at target level (as referred to in paragraph 4.5 below), in compliance with the principles of Enel's remuneration policy for 2024 submitted to the approval of the ordinary Shareholders' Meeting convened on May 23, 2024. Such principles provide, inter alia, that:

  • there must be an adequate balance between the fixed component and the variable component and, within the latter, between the short-term variable and the long-term variable;
  • the performance objectives upon which the disbursement of the variable components of the remuneration is linked are predetermined, measurable and significantly related to a long-term horizon.

In particular, the incentive disbursable to the Chief Executive Officer/General Manager of Enel under the LTI Plan is equal to (i) 130% of the fixed remuneration, in the event of achievement of the performance objectives at target level, and (ii) to 280% of the fixed remuneration, in the event of achievement of the maximum level of overperformance of such objectives.

If the performance objectives are not achieved, no incentive under the LTI Plan will be disbursed.

  • 2.4 Reasons underlying the possible decision to award compensation plans based upon financial instruments not issued by Enel Not applicable.
  • 2.5 Significant tax and accounting implications which affected the definition of the Plan

The LTI Plan structure was not influenced by the applicable tax laws or accounting implications.

2.6 Support, if any, for the Plan from the Special Fund aimed at incentivizing workers' shareholdings in companies ("Fondo speciale per l'incentivazione della partecipazione dei lavoratori nelle imprese"), pursuant to Article 4, paragraph 112, of Law no. 350 dated December 24, 2003 Not applicable.

3. APPROVAL PROCESS AND TIMEFRAME FOR THE AWARDING OF THE LTI PLAN

3.1 Powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the LTI Plan

At the ordinary Shareholders' Meeting of Enel called to resolve upon the LTI Plan, it is proposed to grant to the Board of Directors, with the faculty to sub-delegate, the broadest powers necessary to effectively implement the same Plan, to be exercised in accordance with the principles established by the present Information Document, as provided under the explanatory report drawn by the Board of Directors in accordance with Article 125-ter of the Consolidated Financial Act and made available to the public at the registered office of Enel (in Rome, Viale Regina Margherita no. 137), on the Company's website (www.enel.com) and on the authorized storage mechanism "eMarket Storage" ().

3.2 Subjects in charge for managing the Plan

The corporate body responsible for decisions related to the LTI Plan – without prejudice to the prerogatives of the Shareholders' Meeting – is the Company's Board of Directors, which oversees the management of the Plan, applying the provisions of the relevant implementing regulation.

From a strictly operating standpoint, the Plan is managed by the "People and Organization" Function.

3.3 Existing Procedures for reviewing the Plan

No procedures for reviewing the Plan are envisaged.

3.4 Procedures for determining the availability and award of financial instruments

The LTI Plan provides for the awarding to the Beneficiaries of an incentive composed of a component in Shares and a monetary component. The component in Shares is awarded free of charge and disbursed, subject and proportionally to the achievement of the performance objectives (see paragraph 4.5 below), at the end of the three-year performance period, to the extent and timings described in paragraph 4.2 below.

The Shares to be distributed under the Plan will be previously purchased, on the basis of a specific authorization by the Shareholders' Meeting, by Enel and/or its subsidiaries, within the limits and with the modalities set forth by the applicable laws, to the extent necessary considering the Shares already held by the Company and/or its subsidiaries.

3.5 Role played by each Director in determining the Plan's characteristics

The entire process of defining the LTI Plan's characteristics was carried out on a jointly basis and with the proposing and consultative support of the Nomination and Compensation Committee, in accordance with the recommendations set forth in the Corporate Governance Code and with the best corporate governance practices in this matter. It should also be noted that the Board of Directors unanimously approved the resolution on the scheme of the LTI Plan to be submitted to the Shareholders' Meeting for approval; the Chief Executive Officer/General Manager did not take part in the

discussion and resolutions on the Plan since he will be one of the Beneficiaries of the Plan itself.

3.6 Date of the decision made by the competent body to propose the Plan to the Shareholders' Meeting approval and of the proposal, if any, by the Nomination and Compensation Committee

The resolution of the Board of Directors to submit the LTI Plan to the Shareholders' Meeting for approval is dated March 21, 2024, upon prior approval of the scheme of the same Plan on the same date. The proposal of the Nomination and Compensation Committee on the scheme of the LTI Plan, with regard to both its structure and the incentive curves, is dated March 13, 2024.

3.7 Date of the decision made by the competent body on the awarding of financial instruments and of the proposal, if any, submitted by the Nomination and Compensation Committee

The LTI Plan is submitted to the approval of the Shareholders' Meeting of Enel called on May 23, 2024. After the Shareholders' Meeting and subject to the approval of the LTI Plan by the latter, the Board of Directors will hold a meeting in order to take the relevant decisions for the implementation of the Plan itself, including those regarding the determination of the maximum number of Shares awardable to the Beneficiaries under the Plan.

3.8 Market price registered on the above-mentioned dates, for the financial instruments on which the Plan is based

Shares market price at the moment of the awarding of the LTI Plan to the Beneficiaries will be communicated pursuant to Article 84-bis, paragraph 5, of the Consob Issuers' Regulation.

Illustrated below is the reference price of the Shares registered on the dates indicated in paragraph 3.6 above:

  • reference price of the Enel share registered on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. on March 13, 2024: Euro 6.209;
  • reference price of the Enel share registered on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. on March 21, 2024: Euro 6.07.

3.9 Safeguards adopted by the Company with regard to the possibility that the date of the awarding of the financial instruments or the date of possible decisions in such regard by the Nomination and Compensation Committee may coincide with the date of dissemination of material information within the meaning set forth under Article 17 of the EU Regulation no. 596/2014.

Decisions regarding the awarding of the Shares under the LTI Plan will be taken by Enel's Board of Directors, upon prior approval of the same Plan by the Shareholders' Meeting, in compliance with the applicable laws, also on market abuse, as well as the corporate regulations and procedures. Therefore, there was no need to arrange a specific safeguard in this regard.

However, it shall be noted that – as indicated in paragraph 4.2 below – Beneficiaries' right to receive the awarded Shares will actually arise only after the expiry of a three-year performance period, subject and proportionally to the achievement of the performance objectives described in paragraph 4.5 below.

4. CHARACTERISTICS OF THE LTI PLAN

4.1 Structure of the Plan

The LTI Plan provides for the awarding to the Beneficiaries of an incentive composed of a component in Shares and a monetary component, that may vary – depending upon the level of achievement of three-year performance objectives set forth in the Plan (see paragraph 4.5 below) – from zero (and therefore, in the event that none of the objectives is achieved, no incentive will be assigned) up to a maximum of 280% or 180% of the base value respectively for the Chief Executive Officer/General Manager of Enel or for the other Beneficiaries.

Without prejudice to the above, with regard to the total amount of the accrued incentive, the Plan envisages that: (i) with reference to the Chief Executive Officer/General Manager of Enel, the incentive, up to 150% of the base amount, will be entirely disbursed in Shares; (ii) with reference to the first line managers reporting to the Chief Executive Officer(as well as the General Manager, if he/she simultaneously holds that office) of Enel, including Executives with Strategic Responsibilities, the incentive, up to 100% of the base amount, will be entirely disbursed in Shares; (iii) with reference to the other Beneficiaries, different from those referred to sub (i) and (ii), the incentive, up to 65% of the base amount, will be entirely disbursed in Shares.

The monetary component is calculated as the difference between the total amount of the incentive determined in the final assessment of the Plan and the proportion of incentive to be disbursed in Shares. For this purpose, the value of the share-based component of the incentive is calculated considering the arithmetical mean of Enel's daily VWAP (5 ) detected on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. in the three-month period preceding the beginning of the performance period (i.e., October 1 – December 31, 2023). Specifically, in the aforesaid three-month period, the arithmetical mean of the daily VWAPs was equal to Euro 6.1875.

4.2 Period of implementation of the Plan

The disbursement of the incentive under the LTI Plan is conditioned upon the achievement of specific performance objectives over three-year period 2024-2026 (the "performance period"). If such objectives are achieved, the awarded incentive will be disbursed to Beneficiaries – for both the share-based and monetary component – for 30% in 2027 and, with respect to the remaining 70%, in 2028. The disbursement of a significant portion of the long-term variable remuneration (equal to 70% of the total) is therefore deferred to the second financial year after the relevant three-years period of the LTI Plan performance objectives ("deferred payment").

(*) In the event the performance objectives are achieved.

4.3 Expiry of the Plan

( 5 ) Index calculated considering the weighted average price for the traded volumes, within a trading day, excluding opening and closing auctions, block trades and market cross trades.

The LTI Plan will expire in 2028.

4.4 Maximum number of financial instruments awarded in each fiscal year to the persons identified by name or to the indicated categories

In line with the foregoing, the LTI Plan envisages that, subject and proportionally to the achievement of the performance objectives, up to 150% of the base amount of the incentive – for the Chief Executive Officer/General Manager of Enel – and up to 100% and 65% of the base amount of the incentive – respectively, for the first line managers reporting to the Chief Executive Officer/General Manager of Enel, including Executives with Strategic Responsibilities, and for the other Beneficiaries, different from those referred to above – will be disbursed in Shares with the timings set forth in the previous paragraph 4.2. The information concerning the maximum number of Shares awardable to Beneficiaries under the LTI Plan will be available only once the Board of Directors, upon prior approval of the same Plan by the Shareholders' Meeting, will award the base value of the incentive to the Beneficiaries (see paragraph 3.7 above).

As of today, the estimated maximum number of Shares awardable under the Plan, for the entire three-year performance period, is approximately equal to 3.4 million ( 6 ), representing about 0.033% of Enel's share capital.

4.5 Methods of implementing the Plan and related provisions

The awarding of the incentive set forth by the LTI Plan is conditioned upon the achievement of the following performance objectives:

( 6 ) This figure was determined considering the arithmetical mean of Enel's daily VWAPs detected on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. in the three-month period preceding the beginning of the performance period (i.e., October 1 – December 31, 2023). In the aforesaid three-month period the arithmetical mean of the daily VWAPs was equal to Euro 6.1875.

Performance objective Weight
Average TSR (
7
) of Enel vs. average TSR of the EUROSTOXX Utilities Index –
EMU in the three-year period 2024-2026
45%
Cumulative ROIC (8
) – WACC (
9
) for the three-year period 2024-2026 (
10)
30%
GHG "Scope 1 and Scope 3" emissions intensity related to Group Integrated
11), along with the gateway-objective concerning
Power (gCO2eq/kWh) in 2026 (
GHG "Scope 1"
emissions
intensity related to Group Power Generation
12)
(gCO2eq/kWh) in 2026 (
15%
Percentage of women managers and middle managers over the total population
of managers and middle managers at the end of 2026 (13)
10%

The objective related to TSR will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target, no incentive will be assigned.

Enel's average
TSR vs
average TSR
of
EUROSTOXX
Utilities Index -
14) over
EMU (
the three years
2024-2026
Enel's TSR
lower than
100% of the
Index's TSR
Enel's TSR equal
to 100% of the
Index's TSR
Target
Enel's TSR equal
to 110% of the
Index's TSR
Over I
Enel's TSR higher
than or equal to
115% of the Index's
TSR
Over II
Multiplier 0% 15)
130%/100% (
150% 16)
280%/180% (

( 7 ) The average Total Shareholders Return (TSR) of Enel and of the EUROSTOXX Utilities Index – EMU is calculated in the three-month period preceding the beginning and the end of the performance period (January 1, 2024 – December 31, 2026), in order to sterilize any possible volatility on the market.

( 8 ) Return on Invested Capital calculated as the ratio between (i) NOPAT (i.e., Net Operating Profit After Taxes), determined by deducting the tax effect from Ordinary EBIT (i.e., Ordinary Operating Profit), determined in turn excluding the items which cannot be referred to the ordinary operations, i.e., capital gains related to asset divestures and the asset write-downs due to impairment considered as extraordinary for the purposes of determining the Group ordinary net income (Group Net Income), and (ii) average NIC (i.e. Net Invested Capital), calculated in turn as the semi-sum between the figures at the beginning and at the end of the relevant year, after deducting the Discontinued Operations and the asset write-downs due to impairment, sterilized in determining ordinary EBIT.

( 9 ) Weighted Average Cost of Capital, representing the average cost of capital (equity and debt) of Enel, weighted among the Countries of presence and the businesses and calculated using an internal methodology based on external market references. ( 10) This indicator is calculated as a difference between ROIC and WACC. For the final assessment, the (positive and negative) impacts arising from variations in the exchange rates, in the perimeter of consolidation or in the international accounting standards, as well as from the effects of the hyperinflation, will be sterilized. During the final assessment, the extraordinary events that according to the management might have affected the value of the relevant KPI, will be presented to the Nomination and Compensation Committee, in order to allow the latter to assess their possible sterilization.

( 11) Integrated Power's "Scope 1" and "Scope 3" greenhouse gas emissions intensity (measured in gCO2eq/kWh) considers both the Group "Scope 1" greenhouse gas emissions (including CO2, CH4 and N2O) from electricity generation and the Group "Scope 3" greenhouse gas emissions from the generation of electricity purchased by the Group and sold to end customers.

( 12) "Scope 1" greenhouse gas emissions intensity related to Power Generation (measured in gCO2eq/kWh) considers the Group's direct emissions (including CO2, CH4 and N2O) from generation activities in coal, oil and gas and combined cycle thermoelectric power plants compared to the Group's production.

( 13) Population of managers and middle managers are managers of Enel and its subsidiaries who hold key and/or coordinating roles in the organizational model.

( 14) Index managed by STOXX Ltd. and including the most relevant utilities companies in Euro Area countries (EMU). For the first 10 companies included in such index as of December 29, 2023, please refer to the introductory glossary of this document. ( 15) The LTI Plan provides that, if the target level of the objective is reached, it will be granted: (i) to the Chief Executive Officer/General Manager of Enel, an incentive equal to 130% of the base amount granted to him/her; (ii) to the other Beneficiaries, an incentive equal to 100% of the base amount awarded to each of them.

( 16) The LTI Plan provides that, if the second overperformance threshold of the objective is reached, it will be granted: (i) to the Chief Executive Officer/General Manager of Enel, an incentive equal to 280% of the base amount granted to him/her; (ii) to the other Beneficiaries, an incentive equal to 180% of the base amount awarded to each of them.

The objective linked to the cumulative ROIC-WACC for the three years 2024-2026 will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (whose measure is consistent with the 2024-2026 Strategic Plan), no incentive will be assigned.

Cumulative
ROIC - WACC
for the three
years 2024-
2026
ROIC - WACC
lower than 12.2%
ROIC - WACC
equal to 12.2%
Target
ROIC - WACC
equal to 12.5%
Over I
ROICC - WACC
higher than or
equal to 12.8%
Over II
Multiplier 0% 130%/100% (
15
)
150% 280%/180% (
16
)

With regard to the ROIC - WACC performance objective, it should be noted that the difference between the values provided for the LTI Plan 2023 (cumulative target level of the three years 2023 - 2025 equal to 14.4%) and those provided for the LTI Plan 2024 (cumulative target level of the three years 2024 - 2026 equal to 12.2%) is mainly due to a full realignment of the Net Invested Capital (NIC) calculation methodology adopted for the LTI Plan 2024 compared to that already used for the LTI Plan 2022. Indeed, in the LTI Plan 2023, the value of goodwill had been excluded, since the latter could have been significantly affected by the extraordinary plan to divest assets for over Euro 20 billion, presented by Enel's top management to the financial community in November 2022. At the same time, the differential between ROIC and WACC benefits from an improved contribution in terms of operating results (i.e., NOPAT - Net Operating Profit After Taxes), only partly offset by an expected increase in the cost of capital parameter reflecting the changed capital market environment.

The objective concerning GHG "Scope 1" and "Scope 3" emissions intensity related to Group Integrated Power in 2026 will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (whose measure coincides with the one indicated in the 2024-2026 Strategic Plan), no incentive will be assigned. In addition, access to this objective is subject to the achievement of the gateway-objective concerning GHG "Scope 1" emissions intensity related to Group Power Generation in 2026.

GHG "Scope 1"
emissions
intensity related
to Group Power
Generation
(gCO2eq/kWh) in
2026 (gateway
17
objective) (
)
GHG "Scope 1"
emissions
intensity related
to Power
Generation
equal to or
lower than
125gCO2eq/kWh
GHG "Scope 1"
emissions
intensity related
to Power
Generation
equal to or lower
than
125gCO2eq/kWh
GHG "Scope 1"
emissions
intensity related
to Power
Generation
equal to or lower
than
125gCO2eq/kWh
GHG "Scope 1"
emissions
intensity related
to Power
Generation equal
to or lower than
125gCO2eq/kWh
GHG "Scope 1"
and "Scope 3"
emissions
intensity related
to Group
Integrated Power
GHG "Scope 1"
and "Scope 3"
emissions
intensity related
to Integrated
Power higher
than 135
gCO2eq/kWh
GHG "Scope 1"
and "Scope 3"
emissions
intensity related
to Integrated
Power equal to
135 gCO2eq/kWh
Target
GHG "Scope 1"
and "Scope 3"
emissions
intensity related
to Integrated
Power equal to
132 gCO2eq/kWh
Over I
GHG "Scope 1"
and "Scope 3"
emissions
intensity related
to Integrated
Power equal to or
lower than 130
gCO2eq/kWh
Over II

(gCO2eq/kWh) in
2026 (
17)
Multiplier 0% 15
130%/100% (
)
150% 16
280%/180% (
)

The performance objective concerning the GHG "Scope 1 and Scope 3" emissions intensity related to Group Integrated Power in 2026 therefore has the same incentive curve as the LTI Plan 2023. This objective, in fact, is subject to significant exposure to exogenous factors, as the intensity levels of these emissions depend in part on how the decarbonization process of the power systems from which the Group purchases electricity for subsequent sale to end customers will progress in the coming years. The gateway objective concerning the GHG "Scope 1" emissions intensity related to Group Power Generation in 2026, on the other hand, is more ambitious than the similar gateway objective in the LTI Plan 2023, as the value identified is consistent with the decarbonization path of power generation envisaged for the Group in the Strategic Plan 2024-2026.

The objective concerning the percentage of women mangers and middle managers over the total population of managers and middle managers at the end of 2026 ( 18) will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (percentage of women equal to 33.5%), no incentive will be assigned.

Percentage of
women
managers and
middle
managers over
the total
population of
managers and
middle
Percentage of
women
managers and
middle
managers lower
than 33.5%
Percentage of
women
managers and
middle
managers equal
to 33.5%
Percentage of
women
managers and
middle
managers equal
to 33.75%
Percentage of
women managers
and middle
managers higher
than or equal to
34.0%
--------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------

( 17) In order to neutralise any unforeseeable impacts at the time of determination of the "Scope 1" and "Scope 3" emissions intensity objective relating to Integrated Power and the related gateway objective (i.e., "Scope 1" emissions intensity relating to Power Generation), during the final assessment, the following will be sterilised:

(F) the occurrence of any events of force majeure.

(A) any negative impact, direct or indirect, related to or resulting from: (i) possible new laws, regulations, or without limitation, any decision made by a competent authority or court; (ii) the modification, revocation and/or shortening of the expiry date of concessions, authorisations, licences and/or clearances applicable to and/or relating to and/or granted to the Group; and

(B) any negative impact related to an event that may require the Group to change its methodology for calculating the relevant objective in line with the Sustainability Plan, including, without limitation, a change in laws, regulations, rules, standards, guidelines and policies, and/or a significant change in data due to improved accessibility of the same or the discovery or correction of individual errors or a series of cumulative errors;

(C) any increase in GHG emissions at the individual country level attributable to changes in the dynamics of the electricity market that cause an unforeseen increase in generation from highly emissive plants (specific emissions > 500gCO2eq/kWh) operated by Enel in order to ensure the safety and stability of electricity systems, compared to the hypotheses considered during the target setting phase;

(D) any change in the value of the carbon emission coefficient of the national electricity system at the year of the target (this is with regard to the latest data available produced by the National Authority or, if unavailable, from a third party at the time of the final assessment of the target) compared to the projections considered for the target setting on the basis of third-party figures projections;

(E) any negative impact related to extreme weather and climate events (including, without limitation, floods, fires, hurricanes, snow blizzards, droughts) that directly affect the generation capacity of the Group's renewable assets, including extremely low hydropower availability compared to historical trends; or

( 18) The percentage of women managers and middle managers measures the presence of women in top roles populations and is calculated as the ratio between the number of women managers and middle managers and the entire population of managers and middle managers. Impacts resulting from changes in geographic and consolidation perimeter will be neutralized in the final assessment - as of the time of effectiveness of these changes - compared to what was expected in the target setting phase based on data as of December 31, 2023.

managers at the
end of 2026
Target Over I Over II
Multiplier 0% 15
130%/100% (
)
150% 16
280%/180% (
)

For each objective, upon the achievement of the target, it is envisaged the disbursement of an incentive equal to 130% (for the Chief Executive Officer/General Manager of Enel) or to 100% (for the other Beneficiaries) of the base amount, whereas upon the achievement of an overperformance, an incentive equal to (i) 150% (at Over I level) or (ii) 280% (for the Chief Executive Officer/General Manager of Enel) or 180% (for other Beneficiaries) of the base amount (at Over II level) will be disbursed, as indicated here below:

Therefore if, with regard to the Chief Executive Officer/General Manager of Enel, for example:

  • all the objectives were to reach the target level, the disbursable remuneration would amount to 130% of the fixed remuneration (and the incentive would be disbursed entirely in Shares);
  • the only objective achieved was the TSR, at a level equal to the target, the disbursable remuneration would amount to 58.5% of the fixed remuneration (and the incentive would be entirely disbursed in Shares);
  • all the objectives were to reach the Over I level, the disbursable remuneration would amount to 150% of the fixed remuneration (and the incentive would be disbursed entirely in Shares);
  • all the objectives were to reach the Over II level, the disbursable remuneration would amount to 280% of the fixed remuneration (and the incentive would be disbursed (i) for 150% of the fixed remuneration in Shares and (ii) for the remaining 130% in cash).

The Company is entitled to claim-back the variable remuneration paid, as well as to withhold the variable remuneration subject to deferral, if the data on the basis of which it

has been disbursed or calculated turn out to be clearly erroneous (clawback and malus clause).

4.6 Availability restrictions imposed upon the financial instruments distributed

No availability restriction is envisaged upon the Shares once they are distributed to Beneficiaries subject and proportionally to the achievement of the performance objectives., Without prejudice in this regard to the provisions of Enel's Share Ownership Guidelines ("Share Ownership Guidelines") - for which reference is made to the Report on the remuneration policy for 2024 and compensations paid in 2023 - which provide that, in principle, the relevant recipients (i.e., the Chief Executive Officer/General Manager of Enel and the Executives with Strategic Responsibilities) must refrain from disposing of the Shares granted to them under incentive plans adopted by the Company: (i) until they have reached the minimum level of share ownership provided for in the same Guidelines; as well as (ii) once they have reached the minimum level of share ownership provided for therein, in the event that the disposal of the Shares indicated above results in the failure to reach such minimum level.

4.7 Conditions subsequent, if any, in connection with the Plan in the event that the Beneficiaries were to conclude hedging transactions that allow for the neutralization of any selling restrictions applicable to the financial instruments

Not applicable, as no selling restrictions on the Shares are envisaged once they are distributed to Beneficiaries, without prejudice in this regard to the provisions of the Share Ownership Guidelines and indicated in the paragraph 4.6 above. It should be noted on this point that the same Guidelines do not, however, provide for any termination conditions in relation to the LTI Plan in the event that the relevant recipients fail to comply with the prohibition imposed on them to refrain from disposing of the Shares granted under incentive plans adopted by Enel where the circumstances referred to in the same paragraph 4.6 apply.

4.8 Effects caused by the termination of the employment relationship

Please find below the regulation of the LTI Plan relating the Chief Executive Officer/General Manager of Enel and the other Beneficiaries in the event of termination or cancellation of the directorship and/or employment relationship, including due to retirement.

(A) LTI Plan Regulation should the achievement of the performance objectives already be verified

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) due to expiry of the term of office, with no simultaneous renewal of the same, as well as in the event of retirement or contractual expiry of fixed-term employment relationships, the accrued incentive not yet paid shall be disbursed to the Beneficiary.

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) or of termination of the open-ended or fixed-term employment relationship for voluntary resignation, without just cause, or revocation or dismissal for just cause or justified personal reason, the Beneficiary of the Plan shall lose all rights, with the consequence

that the accrued incentive not yet paid shall be considered immediately and automatically extinguished, without any right to compensation or indemnity of any kind in favor of the same Beneficiary.

(B) LTI Plan regulation should the achievement of the performance objectives not yet be verified

If, before the end of the performance period, the termination of the directorship relationship of the Chief Executive Officer of Enel occurs (and, therefore, also the executive relationship as General Manager terminates) due to the expiry of the mandate with no simultaneous renewal of the same, or in the event of retirement or contractual expiry of fixed-term employment relationships, the Beneficiary, should the performance objectives be reached, shall maintain the right to the disbursement of the accrued incentive. It remains understood that, in this case, the final assessment of the incentive shall be made pro rata temporis until the date of termination of the directorship and/or employment relationship.

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) or of termination of the open-ended or fixed-term employment relationship for voluntary resignation, without just cause, or revocation or dismissal for just cause or justified personal reason, the Beneficiary of the Plan shall lose all rights, with the consequence that the assignment of the same Plan shall immediately lose any effectiveness, without any right to compensation or indemnity whatsoever in favor of the same Beneficiary.

4.9 Indications of any other causes for the cancellation of the Plan

No causes for cancellation of the Plan apply.

4.10 Reasons underlying the possible redemption of financial instruments assigned under the Plan

No redemption clauses in favor of Enel related to the Shares are envisaged.

4.11 Loans or other assistance, if any, for the purchase of the financial instruments

Not applicable.

4.12 Estimated expected cost for Enel as of the date of the award

With regard to the total maximum economic cost of the LTI Plan (borne by Enel and its subsidiaries), estimated as of the date of the Information Document, it amounts to approximately Euro 65 million.

With regard to the share-based component of the incentive, the total maximum economic cost of the LTI Plan (borne by Enel) will be determinable once the maximum number of Shares awardable under the Plan is known (see paragraph 3.7 above). That being said, on the basis of (i) the maximum number of Shares indicated – by way of illustration – in paragraph 4.4 above and (ii) the arithmetical mean of Enel's daily VWAPs detected on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. in the threemonth period preceding the beginning of the performance period of the Plan (i.e., October

1 – December 31, 2023), the overall maximum cost (borne by Enel) is estimated to be approximately equal to Euro 21 million.

Further information will be disclosed pursuant to Article 84-bis, paragraph 5, of the Consob Issuers' Regulation.

4.13 Dilution effects, if any, caused by the Plan

As of today, no dilution effects on the share capital are envisaged, since the Shares necessary to implement the LTI Plan will be purchased as indicated in paragraph 3.4 above.

4.14 Any limits established for the exercise of the voting right and for the allocation of the economic rights

The LTI Plan does not provide for any limit to the exercise of the voting right or the economic rights associated with the Shares once they are distributed to Beneficiaries, subject and proportionally to the achievement of the performance objectives.

4.15 If the shares are not traded on regulated markets, any useful information for a full assessment of the value attributable to them

Not applicable.

4.16 – 4.23

Paragraphs related to stock options award are not applicable.

4.24 Annex

In accordance with paragraph 4.24 of Scheme 7 of Annex 3A to the Consob Issuers' Regulation, please find attached Table n. 1, Box 1, containing the required information regarding:

  • (i) the long-term incentive Plan 2022 of Enel S.p.A., currently in force and approved by the ordinary Shareholders' Meeting of Enel on May 19, 2022 (Section 1);
  • (ii) the long-term incentive Plan 2023 of Enel S.p.A. currently in force and approved by the ordinary Shareholders' Meeting of Enel on May 10, 2023 (Section 1); and
  • (iii) the long-term incentive Plan 2024 of Enel S.p.A. described in this Information Document (Section 2).

Name and surname
or category
Office BOX 1
Free of charge share granting plans

"Long-term incentive plan 2022
of Enel S.p.A." and "Long-term incentive plan 2023
of
Enel S.p.A."
Section 1
Instruments relating to plans, currently in force, approved on the basis of previous Shareholders' Meeting resolutions
Date of the
relevant
Shareholders'
Meeting
resolution
Type of
financial
instruments
Number of financial
instruments (
19)
Assignment date Possible
purchase
price of the
financial
instruments
Market price at
the assignment
(Euro)
Vesting
period
Flavio Cattaneo Chief Executive
Officer/General
Manager of Enel
in office
from
May 12, 2023
LTI Plan 2023 –
2025
(May 10,
2023) (20)
Enel Shares 475,912 October 5, 2023
(
21)
N.A. 5.5540 Three-year
period
2023-2025
(
22)
Francesco Starace Chief Executive
Officer/General
Manager of Enel
ceased
from the
office
on May
23)
10, 2023
(
LTI Plan 2022

2024
(May 19, 2022)
(
24)
Enel Shares 284,812 September 21,
2022
(
25)
N.A. 4.849 Three-year
period
2022-2024
(
26)

(continues)

( 19) The figures provided refer to the maximum number of Shares that can be awarded under the relevant LTI Plan should the related performance objectives be achieved.

( 20) The date is referred to the Shareholders' Meeting that approved the LTI Plan 2023.

( 21) The date refers to the meeting of Enel Board of Directors which approved the modalities and timing for the assignment to the Beneficiaries of the LTI Plan 2023 (taking into account the proposal made by the Nominations and Compensation Committee in its meeting of October 4, 2023).

( 22) The right to disbursement of the incentive accrues subject to and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's consolidated financial statements as of December 31, 2025.

( 23) It should be noted that the final assessment of the incentive due to the Chief Executive Officer/General Manager in office until the Shareholders' Meeting of May 10, 2023 will be carried out pro rata temporis until the date of termination of the directorship and management relationship.

( 24) The date is referred to the Enel Shareholders' Meeting that approved the LTI Plan 2022.

( 25) The date is referred to the Enel Board of Directors' meeting which approved modalities and timings for the assignment to Beneficiaries of the LTI Plan 2022 (taking into account the proposal made by the Nomination and Compensation Committee in the meeting of June 8, 2022).

( 26) The right to disbursement of the incentive accrues subject and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's Consolidated Financial Statements as of December 31, 2024.

(follows)

No. 5 Executives with Strategic
27)
Responsibilities (
LTI Plan 2023
-
2025
(May 10, 2023)
20)
(
Enel Shares 783,169 October 5, 2023
21)
(
N.A. 5.5540 Three-year
period
2023-2025
(
22)
No. 11 Executives with Strategic
28)
Responsibilities (
LTI Plan 2022 -
2024
(May 19, 2022)
(
24
)
Enel Shares 29)
476,956
(
September 21,
2022
(
25
)
N.A. 4.849 Three-year
period
2022-2024
(
26
)
30)
No. 199
other managers (
LTI Plan 2023
-
2025
(May 10, 2023)
(
20)
Enel Shares 2,781,739 October 5, 2023
(
21
)
N.A. 5.5540 Three-year
period
2023-2025
22
(
)
other managers (31)
No. 205
LTI Plan 2022-
2024
(May 19, 2022)
(
24
)
Enel Shares 32)
1,636,375
(
September 21,
25
2022
(
)
N.A. 4.849 Three-year
period
2022-2024
(
26
)

( 27) The figures include Executives with Strategic Responsibilities employed by Enel and its subsidiaries, for a total of 5 positions.

( 28) As of December 31, 2023, by virtue of a redefinition of the relevant perimeter, Executives with Strategic Responsibilities employed by Enel and its subsidiaries who are beneficiaries of the long-term incentive Plan 2022 of Enel S.p.A. include 5 positions.

( 29) As of December 31, 2023, due to some changes in the relevant perimeter described in Note no. 28, the number of Enel shares potentially awardable to Executives with Strategic Responsibilities has been reduced to 299,035.

( 30) The figures include managers employed by Enel and its subsidiaries. The table does not include managers of subsidiaries which, as provided for by the long-term incentive Plan 2023 of Enel S.p.A., are beneficiaries of ad hoc plans that do not provide for the awarding of shares of the same Enel.

( 31) The figures include managers employed by Enel and its subsidiaries. The table does not include managers of subsidiaries who, as provided for by the long-term incentive Plan 2022 of Enel S.p.A., are beneficiaries of ad hoc plans that do not provide for the awarding of shares of the same Enel. It should be noted that, as of December 31, 2023, the "other managers" which are beneficiaries of the longterm incentive Plan 2022 had become no. 200.

( 32) As of December 31, 2023, due to some changes in the subjective perimeter of the managers beneficiaries, the number of Enel shares potentially awardable to "other managers" is equal to 1,439,830.

Name and
surname or
category
Office BOX 1
Free of charge share granting plan –
"Long-term incentive Plan 2024
of Enel S.p.A."
Section 2
Newly assigned
instruments
on the basis of the proposal of the Board of Directors to be submitted
to the approval of the Shareholders' Meeting
Date of the relevant
Shareholders' Meeting
33)
resolution (
Type of
financial
instruments
Number of
financial
instruments
assigned
Assignment
date
Possible
purchase price
of the financial
instruments
Market price
at the
assignment
(Euro)
Vesting period
Flavio
Cattaneo
Chief Executive
Officer/General
Manager of Enel
in office
from
May 12, 2023
May 23, 2024 Enel Shares Not available Within
December 31,
2024
N.A. Not available Three-year
period 2024-
2026
(
34)
Approximately no. 300 managers
(
35) of Enel and/or companies
controlled by Enel
pursuant to
Article 2359 of the Italian Civil
36)
Code (
May 23, 2024 Enel Shares Not available Within
December 31,
2024
N.A. Not available Three-year
period 2024-
34
2026
(
)

( 33) The date is referred to the Enel Shareholders' Meeting called for the approval of the LTI Plan 2024.

( 34) The right to disbursement of the incentive accrues subject and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's Consolidated Financial Statements as of December 31, 2026.

( 35) Among them, approximately 80 managers may not be beneficiaries of the share-based component of the incentive.

( 36) These are managers who hold positions that are most directly responsible for the company's results or which are of strategic interest, including the Executives with Strategic Responsibilities.

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