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Enel

Annual Report Apr 22, 2025

4317_10-k_2025-04-22_e010f3dc-d35a-4c6f-b037-cadece5fb390.pdf

Annual Report

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REPORT AND FINANCIAL STATEMENTS OF ENEL SPA AT DECEMBER 31, 2024

Beyond Reports: Enel's Graphic Journey to a Sustainable Tomorrow

The graphic design of Enel's 2024 corporate reporting project powerfully reflects our commitment to building a better future.

The design featured in this publication underscores our strong commitment to translating our Purpose "Build the future through sustainable power" into concrete actions.

Specifically, we are dedicated to actively shaping a better tomorrow by reducing environmental impact through clean, innovative, and responsible energy solutions for future generations.

Our visual narrative is crafted to express Enel's commitment to our long term aim and how we embody our core values: trust, innovation, flexibility, respect, and proactivity. We build trust within our teams and with our stakeholders through clear communication and a focus on our customers. By fostering curiosity and a practical approach, we drive innovation to meet changing needs and create sustainable solutions. Our ability to adapt enables us to seize new opportunities in a rapidly changing world, while our respect for individuality and inclusivity fosters teamwork. Together, we work diligently to achieve results with integrity and responsibility, shaping a sustainable future.

As a result, every element of our corporate reporting resonates with Enel's commitment and core values, creating a narrative designed to inspire others to join us on our journey toward a sustainable future.

REPORT AND FINANCIAL STATEMENTS OF ENEL SPA AT DECEMBER 31, 2024

Paolo Scaroni Chairman

LETTER TO SHAREHOLDERS AND OTHER STAKEHOLDERS

Dear shareholders and stakeholders,

4

In 2024, Enel continued its path along the strategic guidelines outlined last year: (i) profitability, flexibility and resilience, (ii) effectiveness and efficiency, (iii) financial and environmental sustainability, achieving a more solid and balanced financial structure, essential for long-term growth and value creation.

With a workforce of over 60,000 employees, Enel confirmed its position as the world's largest renewable energy operator1, with around 66 GW of managed capacity, as well as the world's largest electricity distribution company,1 serving about 68.5 million end users. It also has the largest customer base,1 with over 55 million electricity and gas customers.

In line with our strategy, we have defined our purpose to "Build the future through sustainable power" and the vision to "Drive electrification, fulfilling people's needs and shaping a better world". We contribute to decarbonization and lead the electrification process of final consumption through innovative technologies and reliable services, while remaining focused on our core business: the generation, distribution and sale of energy in a way that is sustainable from a financial, environmental and social point of view.

Enel has an integrated approach to enable a fair and inclusive energy transition which puts local communities, institutions, suppliers, customers, workers and shareholders at the core of its strategy to create shared value in the long term, while being strongly

1. Group of reference: listed companies not predominantly state-owned.

5

committed to safety and human rights. Furthermore, we invest in training and refresher programs and pursue the goal of creating sustainable production processes, reducing the need for critical raw materials through innovative solutions and processes, drawing on the skills of around 7,500 qualified suppliers.

Finally, our commitment to sustainability is strengthened by a solid governance model, ensuring transparency, integrity and responsibility in managing corporate activities. The focus on sustainability is also confirmed by our consistent inclusion in the world's main sustainability rankings and indexes.

The macroeconomic environment

The global economy proved resilient in 2024, despite a volatile environment fueled by persistent geopolitical uncertainties and the slow normalization of monetary policies.

The main economies recorded different growth rates: economic performance remained solid and above expectations in the United States, mainly supported by the resilience of consumption and investment growth; economic activity in the euro area showed a slight improvement, although lower than expected due to the weakness of domestic demand. Finally, post-COV-ID-19 growth in Latin America took place in a heterogeneous macroeconomic environment, also impacted by political discontinuities in some states. For the most important economies, including Brazil, public debt, interest rate developments and exchange rate policies represent key elements for the evolution of macroeconomic variables.

During 2024, the European gas market showed high volatility while uncertainties in supplies together with the recovery of Asian demand led to a marked increase in prices in the last quarter, with stocks at non-alarming levels. At the same time, coal market prices declined, due to lower availability and the growth of renewable generation, while the price of Brent oil decreased slightly due to the increase in US production and the stability of global supply. The price of CO2 also decreased within the Emission Trading System (ETS), reflecting both lower industrial activity in Europe and greater use of renewable energy sources.

Lower gas prices in Italy and Spain in the first part of 2024 and higher renewable generation have normalized market developments contributing to a year-onyear reduction in the price of electricity of 15% and 28%, respectively.

Copper and aluminum prices rose by about 8% yearon-year, due to both an increase in demand linked to the energy transition and the global industrial recovery and supply issues, including social tensions in Chile and Peru and environmental restrictions in China. On the other hand, metals most closely linked to renewable technologies, such as lithium and polysilicon, reached historic lows in the final months of the year, both reflecting increased supply and lower-than-expected demand, highlighting the market readjusting process.

Performance

Enel's 2024 financial year ends with solid results and the achievement of the annual targets communicated to the market, with ordinary EBITDA at €22.8 billion and ordinary net profit at €7.1 billion, up 3.8% and approximately 10% respectively compared to 2023. The dividend to be proposed to shareholders for 2024 amounts to €0.47 per share, approximately 9% higher than 2023, in line with the provisions of the 2025-2027 Strategic Plan. Net debt is equal to €55.8 billion, down 7% compared with the previous year, with an improvement in the net debt/EBITDA ratio from 2.7x to 2.4x, which places Enel at the top of global utilities in terms of solidity of capital structure and allows us to evaluate incremental growth opportunities.

Letter to shareholders and other stakeholders

Main events

Enel continues its growth path in energy generation from renewable sources. In 2024, it built around 4.0 GW of new renewable capacity (of which around 1.3 GW of battery storage), reaching a total installed capacity of around 66 GW, generating 148 TWh/year.

The focus stays on distribution grids through significant investments in resilience, quality and digitalization, as required by both the energy transition process and the increasingly frequent weather events linked to climate change.

Furthermore, to manage emergencies related to extreme weather events, such as those that occurred during the year in Brazil, Chile and Italy, we have activated emergency protocols that ensure an effective and immediate response, leveraging our international dimension to promptly mobilize expert resources from all countries where we are present.

As regards the role of grids in the energy transition, the distributed renewable capacity connected to our networks totals 78 GW, coming from about 2.4 million producers and prosumers,2 of which 411,520 added in 2024.

In particular, thanks to an investment planning strategy and favorable regulatory schemes, over €3.5 billion were invested in Italy in 2024, of which approximately €900 million from the National Recovery and Resilience Plan funds (NRRP), allowing, among other things, to achieve distributed renewable capacity of 1.43 GW, higher than the NRRP target of 924 MW.

Finally, the awareness of the importance of investments in the resilience, modernization and digitalization of distribution grids has led Italy to extend existing electricity distribution services concessions, for a maximum period of 20 years, against the provision of extraordinary multi-year investment plans.3

2024 was a year of changement for the Enel X Global Retail commercial division: its organizational structure was renewed and strengthened to address increasing market competitiveness and better meet customer needs. The offer of e-mobility business models was simplified, rationalizing the geographical presence and confirming Enel as one of the main players in the sector.

During the year, the division worked to increase and retain its customer base by defining a portfolio of innovative solutions (e.g. virtual solar, flexibility) and bundle offers (commodities, products and services), including electric vehicle charging in residential, corporate and public areas. The Enel X Global Retail division continued to improve the customer experience, reducing commercial complaints by 8%4 compared with the previous year and strengthening its commercial channels.

To support our commercial strategy, we have improved external communication with ads aimed at strengthening our brand image as a long-standing, closer-to-customers, reliable and quality company.

Finally, a new governance was introduced at Group level allowing the commercial strategy to be defined and shared with the Global Energy and Commodity Management and Chief Pricing Officer and Enel Green Power and Thermal Generation divisions, ensuring the optimization and monitoring of the Group's integrated margin along the entire value chain.

Enel Global Services5 continued the Company's digital transformation journey, focusing on advanced solutions and technologies, such as Artificial Intelligence, with a training program aimed at providing all employees with the tools to navigate the AI opportunities and risks. At the same time, the Procurement unit has placed financial and environmental sustainability at the core of the procurement strategy. Through efficiency and simplification, it has guaranteed the timely availability of goods, works and services, ensuring flexibility and competitive prices.

In line with the Paris Agreement, we continue our decarbonization journey, aiming to reach zero emissions

2. A "prosumer" (a blend word of "producer" and "consumer") is an individual or a company that not only consumes goods or services, but also produces them, e.g. by installing photovoltaic panels to generate electricity.

3. Article 1, paragraphs 50-55, of Law 207 of December 30, 2024 (Budget Law 2025).

4. Reduction in new commercial complaints per 10,000 customers.

5. Includes Global Information & Communication Technologies, Global Procurement, Global Real Estate and General Services and Workforce Evolution.

Letter to shareholders and other stakeholders

  1. Corporate governance 3. Separate financial statements 4. Reports

7

in all Scopes by 2040. In 2024, absolute direct and indirect greenhouse gas emissions along the entire value chain amounted to approximately 70 MtCO2eq, down by 26% compared with 2023, in line with the objectives certified by the Science Based Targets initiative (SBTi).

In 2024, we issued bonds for a total of €4.5 billion, in line with the financial strategy to optimize the cost of capital needed for the industrial investments of the 2024-2026 Strategic Plan. Of this amount, the equivalent of €3.6 billion were Sustainability-Linked Bonds placed on the European and US markets, based on Key Performance Indicators (KPIs) that confirm Enel's commitment to the energy transition, in line with the environmental and financial sustainability pillar of our strategy; more specifically, the interest rates on each issue were related to the achievement of both the Sustainability Performance Targets (SPT) linked to the "Capex aligned with the EU taxonomy (%)" and the "Scope 1 GHG emissions Intensity related to Power Generation (gCO2eq/kWh)" .

As regards financing with development banks and export credit agencies, in 2024 Enel signed loans for a total of about €1 billion, further diversifying its sources of financing at lower-than-market prices.

Consistent with the objectives of reducing debt and strengthening the capital and financial structure, the divestment plan was completed in 2024 with a view to portfolio rotation focused on maximizing the assets value and seizing growth opportunities.

More specifically, disposal transactions include the completion of the sale in Peru of the distribution and generation company Enel Distribución Perú SAA, the advanced energy services company Enel X Perú SAC and the electricity generation company Enel Generación Perú SAA, as well as the sale by Enel Italia to Sosteneo of a 49% stake in Enel Lybra Flexsys, a company established by Enel for the implementation and operation of a portfolio of projects mainly including Battery Energy Storage Systems (BESS). In Italy, the subsidiary e-distribuzione finalized the sale of 90% of the share capital of Duereti Srl, a corporate vehicle benefiting from the transfer of electricity distribution activities in a number of municipalities in the provinces of Milan and Brescia, to A2A SpA.

As regards acquisitions, through Endesa Generación, we signed in Spain the agreement to buy 100% of Corporación Acciona Hidráulica SL, a company of the Acciona Group owning 34 Spanish hydroelectric plants with installed capacity of over 600 MW, in order to consolidate our leading role in renewables at a global level.

Finally, in line with the strategy on stewardship presented to the market, Endesa subsidiary Enel Green Power España finalized the sale to Masdar of a stake of 49.99% in Enel Green Power España Solar 1 (EGPE Solar), owner of photovoltaic plants in Spain with total installed capacity of about 2 GW. Enel will maintain control of EGPE Solar consolidating the joint venture, and will purchase 100% of the energy generated by the photovoltaic plants through long-term Power Purchase Agreements.

Strategy and forecasts for 2025-2027

The Strategic Plan for 2025-2027 confirmed the strategic pillars of the previous Plan:

  • profitability, flexibility and resilience, pursuing value creation through selective capital allocation to optimize the Enel Group's risk/return profile, while keeping a flexible approach;
  • effectiveness and efficiency, pursuing the continuous optimization of processes, activities and the product and services portfolio, strengthening cash generation and developing innovative solutions to increase the value of existing assets;
  • financial and environmental sustainability to maintain a solid structure, ensure the flexibility needed for growth and address the challenges of climate change.

Gross capex in the three years is set at about €43 billion, allocated to the different geographical areas based on their contribution to EBITDA.

More specifically, capex in Grids is set at about €26 billion, up by 40% compared with the previous Plan, to improve the resilience, digitalization and efficiency of the distribution network. As a result we expect the Regulated Asset Base (RAB)6 to reach about €52 billion in 2027, from about €42 billion in 2024, with the contribution of Grids to the Group ordinary EBIDTA standing at about 40% in the same year.

6. Of the Group core countries (Italy, Spain, Brazil, Chile, Colombia, the United States).

Capex in Renewables is set at about €12 billion to add 12 GW of capacity in the next three years, to a total of 76 GW of installed renewable capacity in 2027. The investment strategy provides for: (i) a flexible capital allocation, evaluating both the possibility of building new plants and the opportunity to acquire assets already in operation (brownfield), depending on the return on investment timeframe and the regulatory and market frameworks of the different countries; (ii) a selective approach aimed at maximizing returns and minimizing risks; (iii) improved technologies, with over 70% of new capacity from onshore wind and programmable technologies (hydro and batteries).

Capex in the Retail segment is set at about €2.7 billion, of which 85% in in countries where we have an integrated presence, offering a portfolio of bundled solutions with energy, products and services. The customer base in the free electricity market in Italy and Spain is expected to grow to over 19 million in 2027.

As regards environmental sustainability, we intend to continue with the reduction of direct and indirect greenhouse gas emissions, in line with the Paris Agreement and the 1.5 °C scenario, as certified by the SBTi.

Cumulative Group ordinary EBITDA over the Plan period is expected to exceed €70 billion, of which approximately 90% will derive from regulated or contracted activities, reducing risks and improving visibility on future performance and therefore EBITDA quality.

Group ordinary EBITDA is expected to grow to between €24.1 and €24.5 billion in 2027 – with a Compound Average Growth Rate (CAGR) of about 7% compared with €17.3 billion in 2022 – while Group net ordinary income is expected to increase to between €7.1 and €7.5 billion, with a CAGR of about 11% compared with €4.3 billion in 2022.

Finally, the net financial debt/EBITDA ratio is expected to stand at around 2.5x at the end of the Plan period, remaining below the sector average.

As regards shareholders' remuneration in the threeyear period, the dividend policy has been revised upwards with a new minimum annual fixed DPS of €0.46 and a potential further increase up to a payout of 70% on the Group net ordinary income. Compared to the previous dividend policy, the constraint of achieving cash flow neutrality has also been removed.

CONTENTS

GUIDE TO NAVIGATING THE REPORT

To facilitate navigation, hyperlinks have been integrated into the document.

Return to main menu Income Statement
Go to Statement of Financial Position
Search Statement of Cash Flows
Print Statement of Changes
in Equity
Back/forward Statement of Comprehensive
Income

Letter to shareholders
and other stakeholders
4 2.
CORPORATE GOVERNANCE
Report on corporate governance
and ownership structure
55
56
1. REPORT ON OPERATIONS 13
Enel organizational model 14 3.
SEPARATE FINANCIAL
STATEMENTS
59
Enel shareholders 17 Separate financial statements 60
Corporate boards 19 Notes to the separate financial
Enel shares 21 statements 67
Activities of Enel SpA 24 Declaration of the Chief
Significant events in 2024 25 Executive Officer and the officer
in charge of financial reporting
160
Definition of performance
measures
27
Performance and financial
position of Enel SpA
28 4.
REPORTS 163

Performance of the main

subsidiaries 34

People centricity 38

Research and development 41

Risk management 44

Outlook 47

Other information 49

Incentive system 51

Report of the Board of Statutory
Auditors to the Shareholders'
Meeting of Enel SpA 164
Report of the Audit Firm 180
Notice of ordinary
Shareholders' Meeting
185
Allocation of the annual
net income and distribution
of available reserves
186

CHAPTER 1 Report on OPERATIONS

Enel organizational model

The Enel Group structure is organized into a matrix that comprises:

  • four Global Business Lines, which are responsible in all the geographical areas in which the Group operates for developing, building, operating and maintaining assets, engaging in trading activities, as well as developing and managing the portfolio of new products and services (in addition to commodities);
  • a Global Service Function, responsible for the integrated management of all Group activities for the development and governance of digital solutions, purchasing and insourcing in collaboration with the People and Organization Function;
  • two Countries and one Region, which are responsible for driving financial performance, managing relations with customers, institutions and regulatory authorities, sales of electricity, gas and new products and services at the country level; providing staff services and activities to the global business lines present in the country;
  • seven Holding Company Staff Functions, which are focused on policy-making, coordination and strategic control of the entire Group, including one CEO Office and Strategy, which is responsible for providing support to the CEO in developing and directing the Group's strategic decisions and defining the Group's medium/long-term strategic positioning by developing strategic scenarios that also consider the effects of climate change.

During 2024, a reorganization process was launched aimed at overcoming the double reporting matrix structure, with the aim of simplifying organizational complexity and strengthening the presence in the Countries and Global Business Lines.

This process consisted of targeted measures meant to increase the organizational integration, in particular in respect of the External Relations Function and the Rest of the World Region, focused on the coordination of geographical areas in which the Group operates, with the exception of Italy and Iberia.

The reorganization process launched in 2024 did not

alter the configuration of the organizational structure composed of: four Global Business Lines, one Global Service Function, two Countries and one Region and seven Holding Company Staff Functions.

The Holding Company is focused on activities involving a significant degree of policy-making, coordination and control for the Group as a whole. Operating through Administration, Finance and Control, People and Organization, External Relations, Legal, Corporate, Regulatory and Antitrust Affairs, Security, Audit1 and CEO Office and Strategy Functions, the Holding Company seeks to:

  • manage activities with significant value creation potential for the Group;
  • manage activities aimed at protecting the Group from events that could have a negative impact on its financial position, image and business continuity;
  • support top management and the Business Lines/ Functions/Region/Countries in key decisions concerning those activities and related strategic control issues.

The Holding Company exercises its policy-making, coordination and control role essentially through:

  • direct management: in which it has total or prevalent responsibility for performing the associated activities (e.g. finance, M&A, etc.);
  • indirect management: in which it plays a policy-making and supervisory role, while execution of operations is essentially delegated to the Business Lines/Functions/Region/Countries on the basis of policies, processes and guidelines.

Each Holding Company Staff Function is responsible for defining policies, processes, procedures and organizational structures, within the scope of their remit, for the entire Group.

The following summarizes the main responsibilities attributed to the Holding Company, which are exercised

1. The Head of the Audit Function acts under the supervision of the Chairman of the Board of Directors and officially reports to the Board of Directors of Enel SpA while continuing to functionally report to the CEO as Director in charge of the Internal Control and Risk Management System.

  1. Corporate governance 3. Separate financial statements 4. Reports

by the latter in compliance with company law and the management autonomy of the listed subsidiaries and/

or those subject to functional separation, in force in the various countries in which we operate.

Administration, Finance and Control

The Administration, Finance and Control Function has the mission of:

  • managing the strategic planning, industrial planning, budgeting and reporting processes for the Group; monitoring the evolution of the Group's operating and financial results, identifying any deviations and suggesting possible corrective actions;
  • supporting the Group Investment Committee in evaluating investment proposals;
  • conducting M&A operations;
  • defining the optimal structure of Group capital and the composition of debt, managing loans, liquidity and relations with the international banking system, financial institutions, investors and analysts and managing financial risk and insurance coverage for the entire Group;

People and Organization

The People and Organization Function has the mission of:

  • defining organizational arrangements in line with Group strategies, guiding change management programs;
  • managing the function's budget and the long-term plan at the Group level, defining guidelines and objectives;
  • defining the Group's guidelines for the compensation and benefit process;

External Relations

The External Relations Function has the mission of:

  • developing and managing the global Enel brand identity, leveraging the Group's resources, skills and operational excellence;
  • managing relations with global media;
  • developing and managing internal communication of local and global content and defining the guidelines to be applied at the country level;
  • setting the guidelines and policies for preparing the financial statements and the Sustainability Statement of the Group companies and preparing the financial statements and the Sustainability Statement of Enel SpA;
  • preparing an effective and adequate internal control platform for financial, tax and sustainability information for corporate reporting;
  • ensuring tax compliance for Enel SpA and tax planning, guidelines and policies for the Group;
  • monitoring and managing commodity, financial and strategic risks as well as any other risk that could potentially affect the Group's value, with a view to optimizing or minimizing their impact.

  • managing industrial and trade union relations;

  • developing the Group's technical, professional and managerial skills in accordance with the needs of the business, promoting integration across the business and cultures;
  • defining the Group's strategies and guidelines for managing health, safety, the environment, quality and security, ensuring their implementation at the Group level.
  • managing and optimizing the Group's online communication channels, including the Group's websites and social network presence;
  • characterizing, representing and promoting the Enel Group's position with institutions, both at an international and national level; monitoring legislative developments and identifying and suggesting regulatory proposals that favor the interests of the Group.

Legal, Corporate, Regulatory

and Antitrust Affairs

The Legal, Corporate, Regulatory and Antitrust Affairs Function has the mission of:

  • providing legal assistance and support to the entire Group, identifying and managing legal issues and litigation and ensuring the compliance of activities carried out by Group companies with applicable laws and regulations;
  • managing the corporate governance system and

advising on the related issues (including relations with the financial market regulatory authorities and managing the corporate bodies and the system of delegated powers;

• characterizing, representing and promoting the Enel Group's position on regulatory and antitrust issues, representing the Group with international organizations and institutional bodies.

Audit

The Audit Function has the mission of:

  • systematically and independently assessing the effectiveness and adequacy of the Enel Group's internal control system;
  • supporting each part of the Group in monitoring risks and identifying mitigation actions.

Security

16

The Security Function has the mission of:

  • developing security strategy and guidelines consistent with risk forecasts, regulations and international standards, as well as establishing implementation priorities and objectives at the country level;
  • monitoring security risks and threats, including IT risks, at the Group level and implementing effective measures to prevent, counter and mitigate any possible risk or threat to the safety of people, physical and intangible assets and the continuity of business operations.

CEO Office and Strategy

The CEO Office and Strategy Function has the mission of:

  • supporting the CEO in defining and coordinating strategic decisions and monitoring the Group's internal activities in relations with key internal and external stakeholders in accordance with the CEO's guidelines and Group positioning;
  • defining the Group's strategy, long-term planning

and strategic objectives, and guiding the related decision-making processes;

• ensuring the alignment of internal stakeholders with the Group's strategic positioning, the positioning on ESG (Environmental, Social and Governance) issues and the strategy to be implemented in response to climate change, as well as the related external disclosure.

  1. Corporate governance 3. Separate financial statements 4. Reports

Enel shareholders

At December 31, 2024 the fully subscribed and paidup share capital of Enel SpA totaled €10,166,679,946, represented by the same number of ordinary shares with a par value of €1.00 each. Share capital is unchanged compared with that registered at December 31, 2023.

During 2024, the Company has acquired a total of 2,900,000 treasury share to serve the 2024 LTI Plan for the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code. Accordingly, considering the 10,085,106 treasury shares already held and taking account of the disbursement of 905,436 Enel shares to the beneficiaries of the 2020 LTI Plan and 2021 LTI Plan on September 5, 2024, at December 31, 2024 Enel held a total of 12,079,670 treasury shares.

Significant shareholders

At December 31, 2024, based on the shareholders register and the notices submitted to CONSOB and received by the Company pursuant to Article 120 of Legislative Decree 58 of February 24, 1998, as well as other available information, shareholders with an interest of greater than 3% in the Company's share capital included the Ministry for the Economy and Finance (with a 23.585% stake) and BlackRock Inc. (with a 5.023% stake held for asset management purposes).

Composition of shareholder base

Since 1999, Enel has been listed on the Euronext Milan market organized and operated by Borsa Italiana SpA. Enel's shareholders include leading international investment funds, insurance companies, pension funds and ethical funds.

At December 31, 2024, institutional investors held around 58.6% of the share capital, while retail investors held around 17.8% (unchanged from December 31, 2023); the stake held by Ministry for the Economy and Finance was also unchanged, at 23.6% of share capital.

The stake of socially responsible investors significantly increased, to around 23.0% of the share capital at December 31, 2024 (from around 17.5% at December 31, 2023) and to around 39.2% of institutional investors

(from around 29.8% at December 31, 2023). Investors who have signed the Principles for Responsible Investment represent around 43.2% of the share capital (compared with 42.8% at December 31, 2023).

GROWTH IN SOCIALLY RESPONSIBLE INVESTING (SRI)

  1. Corporate governance 3. Separate financial statements 4. Reports

19

Corporate boards

Powers

20

Board of Directors

The Board is vested by the bylaws with the broadest powers for the ordinary and extraordinary management of the Company, and specifically has the power to carry out all the actions it deems advisable to implement and attain the corporate purpose.

Chairman of the Board of Directors

The Chairman is vested by the bylaws with the powers to represent the Company and to sign on its behalf, presides over Shareholders' Meetings, convenes and presides over the Board of Directors, and ascertains that the Board's resolutions are carried out. Pursuant to a Board resolution of May 12, 2023, the Chairman has been vested with a number of additional non-executive powers.

Chief Executive Officer

The Chief Executive Officer is also vested by the bylaws with the powers to represent the Company and to sign on its behalf, and in addition is vested by a Board resolution of May 12, 2023 with all powers for managing the Company, with the exception of those that are otherwise assigned by law or the bylaws or that the aforesaid resolution reserves for the Board of Directors.

  1. Corporate governance 3. Separate financial statements 4. Reports

Enel shares

Enel and the financial markets

2024 2023
Consolidated gross operating profit per share (euro) 2.37 1.99
Consolidated operating profit per share (euro) 1.52 1.07
Group profit per share (euro) 0.69 0.34
Group ordinary profit per share (euro) 0.70 0.64
Dividend per share (euro) 0.47 0.43
Group equity per share (euro) 3.32 3.12
Share price – 12-month high (euro) 7.34 6.73
Share price – 12-month low (euro) 5.70 5.17
Average share price in December (euro) 6.91 6.63
Market capitalization (millions of euro)(1) 70,230 67,369
Number of shares at December 31 (millions)(2) 10,167 10,167

(1) Calculated on average share price in December.

(2) It includes 12,079,670 and 9,262,330 treasury shares in 2024 and 2023, respectively.

at Dec. 31, 2024 at Dec. 31, 2023
Rating
Standard & Poor's Outlook STABLE STABLE
Medium/long-term BBB BBB
Short-term A-2 A-2
Moody's Outlook STABLE NEGATIVE
Medium/long-term Baa1 Baa1
Short-term - -
Fitch Outlook STABLE STABLE
Medium/long-term BBB+ BBB+
Short-term F2 F2

The main European stock indices – after a 2023 characterized by a general positive trend – closed 2024 on the rise: FTSE-MIB +12.6%, Ibex35 +14.8%, DAX +18.8%, with the exception of CAC40 (-2.2%).

The euro area utilities index (EURO STOXX Utilities)

closed the year with a decline of 3.1%.

Finally, as regards the Enel stock, 2024 ended with a price of €6.89 per share, a slight rise (+2.3%) on the previous year, in contrast to the European sectoral index.

PERFORMANCE OF ENEL SHARE PRICE AND THE EURO STOXX UTILITIES AND FTSE-MIB INDICES FROM JANUARY 1, 2024 TO DECEMBER 31, 2024

Source: Bloomberg.

22

On January 24, 2024 Enel paid an interim dividend of €0.215 per share from 2023 profits and on July 24, 2024 it paid the balance of the dividend for that year in the amount of €0.215. Total dividends distributed in 2024 amounted to €0.43 per share, 7.5% higher than the €0.40 per share distributed in 2023.

On January 22, 2025 an interim dividend of €0.215 per share was paid in respect of ordinary profit for 2024, while the balance of the dividend is scheduled for payment on July 23, 2025.

ESG analysts and rating agencies use different methodologies to continuously monitor Enel's performance in terms of sustainability, in relation to environmental, social and governance aspects. ESG ratings are also strategic tools for investors (active and passive), supporting them in the evaluation of sustainable business models, the identification of risks and opportunities related to sustainability and consequently the development of sustainable investment strategies.

Enel is committed to managing and constantly reporting all ESG aspects and considers the assessments of ESG rating agencies as an important opportunity to improve its sustainability performance and identify specific action plans, involving the various units and business lines of the Group.

RATING RANKING SECTOR AVERAGE SCALE
(LOW HIGH)
MSCI AA (Leadership band) Top 35%
utility
BBB CCC AAA
Sustainalytics ESG Risk Rating 21.6
(Medium risk)
26/237
electric utility
31.8 100 0
S&P ESG Scores 78 16/267
electric utility
37 0 100
CDP A (climate)
A- (water)
- - D- A

Main ESG ratings

  1. Corporate governance 3. Separate financial statements 4. Reports

For further information we invite you to visit the Investor Relations section of our corporate website (https:// www.enel.com/it.html), which contains both economic and financial information (annual reports, semi-annual and quarterly reports, presentations to the financial community, analyst estimates and stock market trading trends involving the shares issued by Enel and its main listed subsidiaries, ratings and outlooks assigned by rating agencies) and up-to-date data and documentation of interest to shareholders and bondholders in general (price sensitive press releases, outstanding bonds, bond issue programs, composition of Enel's corporate bodies, bylaws and regulations of Shareholders' Meetings, information and documentation relating to Shareholders' Meetings, procedures and other documentation concerning corporate governance, the Code of Ethics and organizational and management arrangements).

We have also created contact centers for private investors (which can be reached by phone at +39- 0683054000 or by e-mail at azionisti.retail@enel. com) and for institutional investors (phone: +39- 0683057975; e-mail: [email protected]).

Activities of Enel SpA

Enel SpA, in its capacity as an industrial holding company, determines strategic objectives for the Group and the subsidiaries, coordinating their activity. The activities that Enel SpA performs as part of its policy-making and coordination function in respect of the other Group companies, as reflected in the organizational structure adopted by the Company, are attributable to the Holding Company Staff Functions, connected with the coordination of governance processes at the Group level, and can be summarized as follows:

• Administration, Finance and Control;

  • People and Organization;
  • External Relations;
  • Legal, Corporate, Regulatory and Antitrust Affairs;
  • Audit;
  • Security;
  • CEO Office and Strategy.

Enel SpA meets the Group's liquidity requirements, mainly using the cash flows generated by ordinary operations and a range of funding sources, appropriately managing any excess liquidity.

  1. Corporate governance 3. Separate financial statements 4. Reports

25

Significant events in 2024

The most significant events in 2024 involving the Company and the direct subsidiaries are summarized below.

Enel issues a dual-tranche €1.75 billion sustainability-linked bond in the Eurobond market

On January 16, 2024, Enel Finance International NV, a finance company controlled by Enel SpA, issued a dual-tranche sustainability-linked bond for institutional investors in the Eurobond market in the total amount of €1.75 billion. The issue, guaranteed by Enel, envisages the use of two sustainability Key Performance Indicators for each tranche, illustrated in the Sustainability-Linked Financing Framework, last updated in January 2024.

The issue is structured in the following two tranches:

  • €750 million at a fixed rate of 3.375%, with settlement date set on January 23, 2024, maturing July 23, 2028;
  • €1,000 million at a fixed rate of 3.875%, with settlement date set on January 23, 2024, maturing January 23, 2035.

Enel issues a new €900 million perpetual hybrid bond with coupon at 4.75%

On February 20, 2024, Enel SpA issued a non-convertible, subordinated perpetual hybrid bond for institutional investors on the European market, denominated in euros, with an aggregate principal amount of €900 million. The transaction refinanced the €900 million equity-accounted perpetual hybrid bond with first call date in February 2025 and a 3.500% coupon. The single-tranche €900 million bond has no fixed maturity, and is due and payable only in the event of the winding up or liquidation of the Company. An annual fixed coupon of 4.75% will be paid until (but excluding) the first reset date of May 27, 2029, which is the last day for the first optional redemption.

Enel successfully places a multi-tranche \$2 billion sustainability-linked bond with an average cost of about 4%, in line with the funding cost on the European market

On June 19, 2024 Enel Finance International NV launched a multi-tranche sustainability-linked bond for institutional investors in the US and international markets for a total aggregate amount of \$2 billion, equivalent to about €1.9 billion.

The issue, guaranteed by Enel, is linked to the achieve-

ment of Enel's sustainable objective relating to the reduction of Scope 1 GHG emissions Intensity relating to Power Generation, which contributes to the United Nations Sustainable Development Goal 13 ("Climate Action") and is in compliance with the Group's Sustainability-Linked Financing Framework.

Enel finalizes the partnership with Sosteneo to develop battery energy storage systems and open-cycle plant projects, aimed at regulated capacity services

On June 26, 2024 Enel Italia SpA, a subsidiary of Enel SpA, finalized the sale to Sosteneo Energy Transition 1, for a consideration of €1,094 million, of the minority stake equal to 49% of the share capital held in Enel Libra Flexsys Srl, a company established for the implementation and operation of a portfolio of projects aimed at regulated capacity services, specifically:

  • 23 Battery Energy Storage Systems (BESS) with a total capacity of 1.7 GW;
  • 3 renovation projects for Open Cycle Gas Turbine (OCGT) plants with a total capacity of 0.9 GW.

The transaction is in line with the Partnership business model outlined in the 2024-2026 Strategic Plan of the Enel Group and is aimed at retaining control on strategic assets and maximizing productivity and return on invested capital.

Enel launches a sustainability-linked share buyback program serving its Long-Term Incentive Plan 2024

On July 25, 2024, the Board of Directors of Enel SpA, implementing the authorization granted by the Shareholders' Meeting of May 23, 2024 and in compliance with the relevant terms previously disclosed to the market, approved the launch of a share buyback program for a total of 2.9 million shares, equal to approximately 0.029% of Enel's share capital. The program, which ran from September 16, 2024 to November 8, 2024, was designed to serve the Long-Term Incentive Plan 2024 for the management of Enel and/or of its subsidiaries pursuant to Article 2359 of the Italian Civil Code (2024 LTI Plan), which was also approved by the Shareholders' Meeting on May 23, 2024. As part of the program, Enel purchased a total of 2,900,000 treasury shares at the weighted average price of €7.0210 per share, for a total of about €20 million.

  1. Corporate governance 3. Separate financial statements 4. Reports

Definition of performance measures

In order to present the results of the Company and analyze its financial structure, Enel has prepared separate reclassified schedules that differ from those envisaged under the IFRS-EU adopted by Enel SpA and presented in the separate financial statements. These reclassified schedules contain different performance measures from those obtained directly from the separate financial statements, in line with the ESMA Guidelines on Alternative Performance Measures (ESMA/2015/1415) published on October 5, 2015. Management feels are useful in monitoring the performance of the Parent and representative of the financial performance of the business.

As regards those measures, on April 29, 2021 CON-SOB issued warning notice no. 5/2021 which gives force to the Guidelines issued on March 4, 2021 by the European Securities and Markets Authority (ESMA) concerning disclosure requirements under Regulation (EU) 2017/1129 (the Prospectus Regulation), which took effect on May 5, 2021 and replace the references to the CESR Recommendations and those contained in Communication no. DEM/6064293 of July 28, 2006 regarding the net financial position.

These Guidelines update the previous CESR Recommendation (ESMA/2013/319, in the revised version of March 20, 2013) with the exception of those concerning the special issuers referred to in Annex no. 29 of Delegated Regulation (EU) 2019/980, which were not converted into Guidelines and remain applicable.

They are intended to promote the usefulness and transparency of alternative performance measures included in regulated information or prospectuses within the scope of application of Directive 2003/71/EC in order to improve their comparability, reliability and comprehensibility.

Accordingly, in line with the regulations cited above, the criteria used to construct these measures are as follows.

Gross operating profit: an operating performance indicator, calculated as the sum of "Operating profit", "Depreciation, amortization and impairment" and "Net impairment/(reversal of impairment) of trade receivables and other receivables".

Net non-current assets: calculated as the difference between "Non-current assets" and "Non-current liabilities" with the exception of:

  • "Deferred tax assets";
  • "Other financial assets" included in "Other non-current financial assets";
  • "Long-term borrowings";
  • "Employee benefits";
  • "Provisions for risks and charges (non-current portion)";
  • "Deferred tax liabilities".

Net working capital: calculated as the difference between "Current assets" and "Current liabilities" with the exception of:

  • "Long-term loan assets (current portion)", "Cash collateral" and "Other financial assets" included in "Other current financial assets";
  • "Cash and cash equivalents";
  • "Short-term borrowings" and the "Current portion of long-term borrowings";
  • "Provisions for risks and charges (current portion)";
  • "Other borrowings" included in "Other current liabilities".

Gross capital employed: calculated as the algebraic sum of "Net non-current assets" and "Net working capital", "Deferred tax liabilities" and "Deferred tax assets".

Net capital employed: calculated as the algebraic sum of "Gross capital employed", "Provisions for risks and charges" and "Employee benefits".

Net financial debt: a financial structure indicator, calculated as:

  • "Long-term borrowings" and "Short-term borrowings and the current portion of long-term borrowings", taking account of "Short-term borrowings" included in "Other current liabilities";
  • net of "Cash and cash equivalents";
  • net of the "Current portion of long-term loan assets", "Cash collateral" and "Other financial assets" included in "Other current financial assets";
  • net of "Other financial assets" included in "Other non-current financial assets".

Performance and financial position of Enel SpA

Performance

The financial performance of Enel SpA for the year 2024 is summarized in the table below.

Millions of euro 2024 2023 Change
Revenue
Revenue from sales and services 110 107 3
Other income 11 56 (45)
Total 121 163 (42)
Costs
Purchases of consumables - - -
Services, leases and rentals 177 202 (25)
Personnel expenses 146 135 11
Other operating costs 14 47 (33)
Total 337 384 (47)
Gross operating profit/(loss) (216) (221) 5
Depreciation, amortization and impairment losses 3,585 719 2,866
Operating profit/(loss) (3,801) (940) (2,861)
Net financial income/(expense) and profit/(expense)
from equity investments
Income from equity investments 6,563 4,269 2,294
Financial income 1,098 1,388 (290)
Financial expense 1,406 1,821 (415)
Total 6,255 3,836 2,419
Pre-tax profit/(loss) 2,454 2,896 (442)
Income taxes (144) (136) (8)
PROFIT FOR THE YEAR 2,598 3,032 (434)

Revenue from sales and services regards revenue for management services, IT assistance and other services provided to subsidiaries.

The increase of €3 million is attributable to the increase in revenue from management services (€11 million), partly offset by the decrease in revenue for IT services (€7 million) and other services (€1 million).

Other income essentially includes the increase chargeback of costs for Enel SpA personnel seconded to other Group companies, the Fondazione Centro Studi Enel and Enel Cuore Onlus, for a total €10 million.

In 2023 the item included the €43 million capital gain

from the sale of the investment in the joint venture Rusenergosbyt LLC.

Costs for services, leases and rentals regard services provided by third parties in the amount of €56 million and by Group companies in the amount of €121 million. Third-party services mainly include costs for advertising and sponsorship and professional and technical services, as well as IT services.

The charges for services provided by Group companies essentially refer to the subsidiaries Enel Global Services Srl and Enel Italia SpA and concern IT assistance services, management services and other services.

  1. Corporate governance 3. Separate financial statements 4. Reports

Personnel expenses totaled €146 million, an increase of €11 million compared with 2023, mainly attributable to the increase in the average workforce and headcount of employees at December 31, 2024.

Other operating costs amounted to €14 million, a decrease of €33 million.

In 2023 the item mainly included the waiver of receivables of the Company and other Group companies in respect of Enel Generación Costanera SA under the Termination Intercompany Agreement signed as part of the agreements for the sale of our assets in Argentina (€21 million) and uncollected receivables due from Rusenergosbyt LLC (€11 million).

The gross operating loss of €216 million reflects a decrease of €5 million compared with 2023, attributable to the decrease in other operating expenses and costs for services, leases and rentals, partly offset by the decrease in revenue and the increase in personnel expenses.

Depreciation, amortization and impairment losses amounted to €3,585 million, an increase of €2,886 million compared with 2023.

Depreciation and amortization amounted to €88 million, of which €5 million in depreciation and €83 million in amortization.

Impairment losses include the adjustment in the value of the investments in the subsidiary Enel Holding Finance Srl in the amount of €2,587 million and Enel Finance International NV in the amount of €862 million, as resulting from the impairment test carried out following the partial distribution of available capital reserves.

The item also includes the value of the investments in the subsidiary Enel Reinsurance - Compagnia di riassicurazione SpA in the amount of €47 million.

It also included the impairment losses and reversals of impairment on trade receivables and other receivables totaling €1 million.

The operating loss came to €3,801 million, a deterioration of €2,861 million, due to higher impairment losses on equity investments.

Income from equity investments amounted to €6,563

million and included dividends approved by subsidiaries and associates.

Compared with 2023, it increased by €2,294 million, mainly reflecting the distribution of available reserves by Enel Holding Finance Srl (€3,225 million) and Enel Finance International NV (€1,075 million), dividend distribution by Enel Global Trading SpA (€1,103 million) and a decrease in dividend from Enel Iberia SRLU (€1,040 million). Moreover, Enel Italia SpA and Enel Grids Srl did not distribute dividends in 2024.

Net financial expense came to €308 million and essentially reflects interest expense on debt (€879 million), partly offset by interest income on financial assets (€348 million), other commission income on guarantees issued for other Group companies (€186 million) and net financial income on derivative contracts (€96 million).

Compared with the previous year, net financial expense decreased by €125 million, mainly as the result of the increase in interest income on short-term financial assets (€113 million), lower financial expense on bonds (€100 million), lower commission on guarantees issued by third parties (€51 million) and the increase in net financial income on derivative contracts (€58 million), partly offset by the negative impact of exchange rate developments (€50 million) and the increase in interest expense on other borrowings, mainly in respect of Group companies (€145 million).

Income taxes for the year showed a creditor position of €144 million, mainly as a result of the reduction in the tax base for corporate income tax (IRES) compared with pre-tax profit due to the exclusion of 95% of the dividends received from the subsidiaries and the deductibility of Enel SpA's interest expense for the Group under the consolidate taxation mechanism in accordance with corporate income tax law (Article 96 of the Consolidated Income Tax Code).

Profit for the year totaled €2,598 million, compared with €3,032 million in 2023. The decrease of €434 million is essentially attributable to higher impairment adjustments from equity investments, partly offset by the increase in income from equity investments, as commented earlier.

Analysis of financial position

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Net non-current assets:
- property, plant and equipment and intangible assets 87 140 (53)
- equity investments 58,478 60,917 (2,439)
- net other non-current assets/(liabilities) (351) (300) (51)
Total 58,214 60,757 (2,543)
Net working capital:
- trade receivables 197 167 30
- net other current assets/(liabilities) (2,259) (2,705) 446
- trade payables (132)
(135)
3
Total (2,194) (2,673) 479
Gross capital employed 56,020 58,084 (2,064)
Provisions:
- employee benefits (112) (121) 9
- provisions for risks and charges and net deferred taxes 49 33 16
Total (63) (88) 25
Net capital employed 55,957 57,996 (2,039)
Total equity 36,386 37,883 (1,497)
NET FINANCIAL DEBT 19,571 20,113 (542)

The decrease in net non-current assets reflected:

30

  • €2,439 million from the decrease in the value of the investments in subsidiaries, which was basically attributable to the following transactions:
    • the value adjustment of the equity investment in Enel Finance International NV of €862 million, as a result of the impairment test carried out following the partial distribution of available capital reserves for a total amount of €4,300 million in favor of its shareholders, Enel SpA and Enel Holding Finance Srl, in proportion to the shares held;
    • the value adjustment of the equity investment in the subsidiary Enel Holding Finance Srl of €2,587 million, as a result of the impairment test carried out following the partial distribution of available capital reserves in favor of Enel SpA for an amount of €3,225 million;
    • the value adjustment of the equity investment in the subsidiary Enel Reinsurance - Compagnia di riassicurazione SpA (€47 million);
    • capital contributions of €1,050 million to the subsidiary Enel North America Inc. (equivalent to \$1,100 million) on December 12, 2024 in order to optimize the company's financial structure by maximizing the positive impact of liability management operations;
  • €53 million from changes in property, plant and

equipment and intangible assets, reflecting the net negative balance between depreciation/amortization and capital expenditure during the year;

  • €51 million from an increase in net other non-current assets/(liabilities), which essentially reflected:
    • a decrease in non-current derivative assets (€82 million) and in non-current derivative liabilities (€39 million);
    • a decrease in other non-current assets (€5 million) and other non-current financial assets (€6 million).

Net working capital, a negative €2,194 million, increased by €479 million compared with December 31, 2023 due to:

  • €446 million for the negative balance of net other current assets/(liabilities) as a result of:

    • a decrease in other current liabilities (€889 million), mainly due to the decrease in tax liabilities for IRES (corporate income tax) (€677 million), payables to Group companies in respect of the Italian IRES tax consolidation mechanism (€119 million) and payables to Group companies deriving from the VAT Group (€157 million);
    • a decrease in other current assets (€400 million), due to a decrease in receivables from Group companies in respect of the Italian IRES tax con-
  • Corporate governance 3. Separate financial statements 4. Reports

solidation mechanism (€613 million) and in VAT receivables from tax authorities (€11 million), partly offset by higher receivables from Group companies in respect of dividends (€218 million);

  • the increase in the value of current derivative assets (€31 million) and the decrease in current derivative liabilities (€4 million);
  • €30 million the increase in trade receivables, of which €29 million from Group companies;
  • €3 million the decrease in trade payables.

Payables to Group companies decreased by €6 million, while payables to third parties increased by €3 million.

Net capital employed at December 31, 2024 came to €55,957 million and was funded by equity of €36,386 million and net financial debt of €19,571 million.

Equity amounted to €36,386 million, down €1,497 on 2023. The decrease is mainly attributable to net profit in the amount of €2,536 million; the distribution of the dividend for 2023 in the amount of €0.215 per share (for a total of €2,186 million), as approved by the shareholders on May 23, 2024, and the interim dividend for 2024 approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025 (€0.215 per share for a total €2,186 million); the net change in perpetual hybrid bonds in the amount of €592 million; the payment of coupons to holders of perpetual hybrid bonds for a total €246 million.

Net financial debt amounted to €19,571 million at the end of the year, with a debt-to-equity ratio of 53.78% (53.09% at the end of 2023).

Analysis of the financial structure

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Long-term debt:
- bank borrowings 1,000 1,316 (316)
- bonds 2,201 2,265 (64)
- other lease financing 2 - 2
- loans from subsidiaries 14,142 14,274 (132)
Long-term debt 17,345 17,855 (510)
Long-term loan assets from third parties (3) (3) -
Net long-term debt 17,342 17,852 (510)
Short-term debt/(liquidity):
- current portion of long-term loans 567 1,179 (612)
- short-term bank borrowings - 1 (1)
- short-term debt payable to Group companies 3,000 4,500 (1,500)
- cash collateral received 104 169 (65)
Short-term debt 3,671 5,849 (2,178)
- short-term loans granted to Group companies - (6) 6
- other short-term financial receivables (5) (5) -
- cash collateral paid (461) (482) 21
- net short-term financial position with Group companies 1,145 (1,973) 3,118
- cash and cash equivalents with banks and short-term
securities
(2,121) (1,122) (999)
Net short-term debt/(liquidity) 2,229 2,261 (32)
NET FINANCIAL DEBT 19,571 20,113 (542)

Net financial debt amounted to €19,571 million, down €542 million compared with 2023, as a result of the decrease in net long-term debt of €510 million and net short-term debt of €32 million.

32

The main financial transactions in 2024 causing the decrease in net financial debt were:

  • the repayment of a long-term bank loan of €200 million, maturing in May 2024;
  • the repayment of a €750 million bond maturing in May 2024;
  • the repayment of the maturing portion of an INA Assitalia bond in the total amount of €97 million;
  • the repayment to the subsidiary Enel Finance International NV of a short-term revolving credit line, maturing in July 2024, in the amount of €4,500 million and partial repayments of other loans totaling €132 million;
  • the signing of a new short-time revolving credit line with Enel Finance International NV, used for €3,000 million;
  • an increase in the net financial exposure on accounts held with Group companies, reflecting transactions totaling €3,118 million;
  • the combined effect of an increase in cash collateral of €65 million received and an increase in cash collateral paid of €21 million (net amount €44 million), both reflecting lower exposure of the underlying contracts;
  • the repayment by Enel Global Trading SpA of €6 million on a credit line granted in 2022.

Cash and cash equivalents with banks and short-term securities amounted to €2,121 million, an increase of €999 million on December 31, 2023, mainly reflecting the increase in dividends received from Group companies during the year.

Please see the section "Cash flows" for more details.

  1. Corporate governance 3. Separate financial statements 4. Reports

Cash flows

Millions of euro 2024 2023 Change
Cash and cash equivalents at the beginning of the year 1,122 4,868 (3,746)
Cash flows from operating activities 5,690 4,277 1,413
Cash flows from investing activities (1,085) (1,007) (78)
Cash flows from financing activities (3,606) (7,016) 3,410
Cash and cash equivalents at the end of the year 2,121 1,122 999

Cash flows from operating activities in 2024 were a positive €5,690 million (€4,277 million at December 31, 2023), an increase of €1,413 million on 2023 mainly attributable to an increase in dividends received from subsidiaries and a decrease in cash requirements connected with the change in net working capital, partly offset by an increase in IRES balancing and on account payments for Group companies participating in the consolidated taxation mechanism.

Investing activities absorbed cash flows of €1,085 million, an increase of €78 million mainly reflecting the capital contribution to the subsidiary Enel North America Inc. (€1,050 million).

During the year, financing activities absorbed cash flows of €3,606 million mainly reflecting the payment of dividends (€4,367 million), the repayment of longterm borrowings (€1,180 million) and of a revolving credit line with Enel Finance International BV (€4,500 million), as well as the payment of coupons to holders of perpetual hybrid bonds (€246 million). These payments were partly offset by the net increase in perpetual hybrid bonds (€592 million), the use of a new credit line signed with Enel Finance International BV (€3,000 million) and the net increase of long-term and shortterm financial borrowings (€3,119 million).

The cash requirements of financing and investing activities were funded by the cash flows generated by operating activities in the amount of €5,690 million, which determined cash and cash equivalent at the end of the year of €2,121 million.

Performance of the main subsidiaries

Millions of euro Financial
statements
Non-current assets Current assets Total assets
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Endesa SA Consolidated 28,232 28,825 9,113 12,458 37,345 41,283
Enel Américas SA Consolidated 23,240 24,021 7,165 9,342 30,405 33,363
Enel Chile SA Consolidated 10,182 9,507 2,169 2,760 12,351 12,267
Enel Italia SpA Consolidated 43,659 41,345 12,127 15,739 55,786 57,084
Enel North
America Inc.
Consolidated 14,063 13,118 952 1,441 15,015 14,559
Enel Finance
International NV
Separate 41,274 42,663 10,373 13,648 51,647 56,311
Enel Grids Srl Separate 94 98 283 297 377 395
Enel Global
Services Srl
Separate 142 123 461 459 603 582
Enel Global Trading
SpA
Separate 222 341 7,701 14,024 7,923 14,365
Enel Green
Power SpA
Separate 1,775 1,855 587 873 2,362 2,728
Enel Holding
Finance Srl
Separate 5,287 7,872 1 2 5,288 7,874
Enel Iberia SRLU Separate 26,304 26,287 1,253 1,121 27,557 27,408
Enel Innovation
Hubs Srl
Separate - - 10 11 10 11
Enel Investment
Holding BV
Separate 3 1 4 5 7 6
Enel X Srl Separate 917 994 185 172 1,102 1,166
Enel X Way Srl Separate 571 570 57 74 628 644
Enelpower Srl Separate 1 1 35 37 36 38
Enel Reinsurance -
Compagnia di
riassicurazione
SpA(1)
Separate 582 554 852 548 1,434 1,102

(1) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a pro-forma of the merger.

1. Report on Operations

Performance

pro-forma of the merger.

of the main subsidiaries

(1) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

Non-current liabilities Current liabilities Equity Total equity and liabilities
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
19,322 19,504 8,970 14,575 9,053 7,204 37,345 41,283
7,689 9,149 6,871 8,806 15,845 15,408 30,405 33,363
5,001 4,133 2,178 3,199 5,172 4,935 12,351
27,542 27,239 18,690 25,391 9,554 4,454 55,786
5,479 6,422 1,867 1,986 7,669 6,151 15,015
37,732 37,823 8,232 8,275 5,683 10,213 51,647
17 24 312 326 48 45 377
26 28 525 503 52 51 603
110 625 6,019 11,602 1,794 2,138 7,923
1,505 1,647 499 414 358 667 2,362
- - 3 - 5,285 7,874 5,288
2,354 2,706 1,140 1,041 24,063 23,661 27,557
- - 2 3 8 8 10
2 - 1 1 4 5 7
110 112 1,044 948 (52) 106 1,102
81 81 353 256 194 307 628
1 1 8 8 27 29 36
376 141 156 555 570 1,434

Net financial income/(expense) and profit/(expense)

Millions of euro Financial
statements
Revenue Costs Gross operating
profit/(loss)
Amortization, depreciation
and impairment losses
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Endesa SA Consolidated 21,307 25,459 16,014 21,682 5,293 3,777 2,222 2,132
Enel
Américas SA(1)
Consolidated 12,850 11,919 9,398 8,452 3,452 3,467 1,417 1,259
Enel Chile SA Consolidated 3,905 4,823 3,199 3,679 706 1,144 341 299
Enel Italia SpA Consolidated 38,135 46,259 27,617 37,063 10,518 9,196 3,302 3,094
Enel North
America Inc.
Consolidated 2,157 1,887 1,027 1,241 1,130 646 536 1,810
Enel Finance
International
NV
Separate 2,338 2,284 1,872 1,778 466 506 - -
Enel Grids Srl Separate 364 397 367 404 (3) (7) 1 1
Enel Global
Services Srl
Separate 847 898 787 834 60 64 49 59
Enel Global
Trading SpA
Separate 15,772 33,683 14,177 32,119 1,595 1,564 50 33
Enel Green
Power SpA
Separate 489 485 379 408 110 77 132 13
Enel Holding
Finance Srl
Separate - - - - - - 2,586 -
Enel Iberia
SRLU
Separate 47 53 55 65 (8) (12) - -
Enel Innovation
Hubs Srl
Separate 4 6 4 6 - - - -
Enel Investment
Holding BV
Separate 2 2 3 3 (1) (1) - -
Enel X Srl Separate 133 117 131 108 2 9 185 71
Enel X Way Srl Separate 58 72 67 98 (9) (26) 112 488
Enelpower Srl Separate - - - (4) - 4 - 1
Enel
Reinsurance -
Compagnia di
riassicurazione
SpA(2)
Separate 218 159 213 265 5 (106) - -

(1) Profit/(Loss) for the year includes discontinued operations.

(2) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a pro-forma of the merger.

1. Report on Operations

(1) Profit/(Loss) for the year includes discontinued operations.

pro-forma of the merger.

Enel Reinsurance - Compagnia di riassicurazione SpA(2)

(2) The company incorporated Enel Insurance NV on January 1, 2024. For comparative purposes, the figure at December 31, 2023 reflects a

  1. Corporate governance 3. Separate financial statements 4. Reports
Net financial income/(expense)
Operating
and profit/(expense)
profit/(loss)
from equity investments
Pre-tax profit/(loss)
Income taxes
Profit/(Loss)
for the year
at Dec. 31,
at Dec. 31,
at Dec. 31,
at Dec. 31,
at Dec. 31,
at Dec. 31,
at Dec. 31,
at Dec. 31,
2024
2023
2024
2023
2024
2023
2024
2023
at Dec. 31,
at Dec. 31,
2024
3,071
1,645
(482)
(580)
2,589
1,065
696
303
1,893
2,035
2,208
(822)
(867)
1,213
1,341
317
622
2,645
365
845
(144)
154
221
999
34
250
187
7,216
6,102
(1,658)
(1,355)
5,558
4,747
1,591
1,581
3,967
594
(1,164)
(355)
(327)
239
(1,491)
74
(360)
165
466
506
-
(16)
466
490
131
140
335
(4)
(8)
(8)
(8)
(12)
(16)
(15)
(8)
3
11
5
(6)
(6)
5
(1)
4
(2)
1
1,545
1,531
24
(43)
1,569
1,488
408
385
1,161
(22)
64
(79)
108
(101)
172
33
(26)
(134)
(2,586)
-
3,225
-
639
-
3
-
636
(8)
(12)
705
1,499
697
1,487
(78)
(155)
775
-
-
-
-
-
-
-
-
-
(1)
(1)
-
-
(1)
(1)
-
-
(1)
(183)
(62)
(19)
(24)
(202)
(86)
(43)
7
(159)
(121)
(514)
(14)
(8)
(135)
(522)
(22)
(13)
(113)
-
3
1
1
1
4
-
1
1

People centricity

Enel SpA employees at December 31, 2024 numbered 1,130, an increase of 221 reflecting the net balance between new hires and terminations.

The following table reports the average number of

employees by category with comparative figures for the previous year, as well as the headcount at December 31, 2024.

Headcount
No. 2024 2023 Change at Dec. 31, 2024
Senior managers 184 165 19 189
Middle managers 593 488 105 668
White collar 271 249 22 273
Total 1,048 902 146 1,130

The following table reports changes in the workforce during the year.

Headcount
at Dec. 31, 2023
New hires Terminations Inward transfers Outward transfers Headcount
at Dec. 31, 2024
909 38 56 346 107 1,130

People and organization

The profound social, economic, demographic, and cultural transformations we are experiencing today, from the energy transition to digitization and technological innovation, and the rapid rise of artificial intelligence, are all profoundly affecting the world of work, overturning paradigms and imposing major cultural and organizational changes, all calling for new professional roles and talents.

To face this change, it is essential to act in an inclusive manner, putting people at the center of both the world of work and of society as a whole, equipping them with the tools they need to face this epochal transformation.

Organizations are being increasingly called upon to orient themselves towards new agile, sustainable business models throughout the entire value chain. It is also essential to adopt policies that bring out the diversity and talents of each individual, in an awareness that the contribution of the individual represents an essential element in the creation of widespread, shared value.

The centrality of the person, constant listening, sharing, enhancement of the entrepreneurial capacities of individuals, involvement, are some of the keywords that guide our way of working and experiencing the Company.

Thanks to an increasingly efficient, streamlined organization, the management of human capital and the centrality of the individual play a fundamental role in the implementation of the Group's industrial strategy, as an enabling factor to which specific objectives are linked. The main objectives are: the constant development of skills and competencies through the promotion of reskilling and upskilling for our people; the implementation of models for assessing the working environment and performance; the dissemination and rigorous evaluation of the effects of diversity and inclusion policies in all countries where the Group has a presence, as well as an inclusive organizational culture based on the principles of non-discrimination and equal opportunity, which are fundamental drivers for attracting and retaining talent.

The Company is involved in enhancing the resilience and flexibility of organizational models through organizational and procedural simplification, with a constant focus on designing in clear accountability among the

  1. Corporate governance 3. Separate financial statements 4. Reports

actors involved and a procedural system with global governance and control, digitalization of processes, and a data driven approach.

All of this aims to enable the autonomy and accountability of individuals and teams by strengthening empowerment processes and fostering an entrepreneurial approach that values people's talents, aptitudes, and aspirations. The hybrid working method and the promotion of internal mobility, as well as the use of innovative and flexible organizational models, are tools aimed precisely at supporting this evolution of organizational culture on the basis of trust, innovation, proactivity, respect, and flexibility.

Health and safety

Generating a strong and sustainable safety culture shared by all members of the organization is a strategic objective. For this reason, Enel is committed to defining and implementing processes, conditions, and work environments that are increasingly healthy and safe for its employees, for the companies that collaborate with it, for its customers, and for the communities with which it interacts on a daily basis, while promoting the continuous strengthening of a culture of safety in part by way of dedicated training courses.

The main health and safety risks to which the employees of Enel and its contractors are exposed are attributable to performing operational activities at the Group's sites and assets. These risks may shift, or change completely, depending on economic and social trends, as well as on the introduction of digitization in processes and operational activities. Another type of health and safety risk is connected with non-compliance with applicable laws and regulations. This can impact on health and safety and lead to administrative or judicial penalties, and thus produce financial and reputational impacts on the Enel Group.

For this reason, the Group has its own Health and Safety Management System compliant with the international UNI ISO 45001 standard. The management system is based on the identification of threats, the qualitative and quantitative assessment of risks, including financial and reputational risks, the planning and implementation of prevention and protection measures, and the verification of the effectiveness of such measures and any corrective actions, including in the rigorous processes of selecting and managing contractors. These systems make it possible to ensure regulatory compliance, to verify the effectiveness of processes and related corrective actions with a view to continuous improvement and, finally, to ensure the dissemination of a risk-based approach as well as a robust organizational and individual culture in health and safety issues. The key document of these systems is the Group's Health and Safety Policy, agreed with the Board of Directors and signed by the CEO, which describes the guiding principles, strategic objectives, approach, and guidelines and priorities for the continuous improvement of health and safety performance. From an operational standpoint, health and safety risks are specifically assessed at each site or asset based on the activities performed by workers and the conditions of the workplaces and external environmental conditions. This assessment enables us to identify prevention and protection measures for safety in the workplace and to plan their implementation, improvement and control in order to verify their effectiveness and efficiency.

In addition to preventive risk assessment, Enel has developed a structured field inspection process aimed at continuously monitoring behavior, compliance with procedures and working methods, and consequently the correct management of health and safety risks for both internal personnel and external contractors. This process, managed by both internal staff and certified companies, allows for the identification of risk situations (non-compliance) and the related plans containing corrective actions, including training courses, coaching and dissemination of the culture of safety.

As regards contractors specifically, Enel's approach is to consider them as partners in embracing the key principles of health and safety for its workers, who are therefore considered on a par with internal employees in the application of these principles and in their attention to workplace health and safety issues. Therefore, safety is integrated into the procurement process, and contractor performance is monitored both in the preliminary phase, using the qualification system, and in the contract execution phase, through numerous control processes and tools such as the Contractor Assessment (analyses of contractors' organization, processes and working methods in the qualification phase or in cases where critical issues or low scores emerge in the evaluation of the indicators) or the Evaluation Groups (periodic interfunctional

meetings conducted across all global business lines and geographical areas in order to evaluate the safety performance of suppliers and decide consequence management actions).

In addition to these procedural and operational aspects, another important driver in the proper management of health and safety risks are training and awareness initiatives for people within the organization. To encourage the growth of technical skills and a culture of safety, while supporting the processes of change and responding in a timely manner to the needs that emerge from doing business, Enel has adopted a structured training management process that aims to transform knowledge into skills and then into behaviors.

Enel also fosters the systematic dissemination of in-

formation and awareness among personnel through a variety of company channels, such as news on the intranet, information emails, newsletters and magazines. We periodically conduct surveys to collect feedback from our people on process improvement and undertake communication initiatives to raise awareness among all workers about the observance of safety procedures and to create moments of collective reflection on the dynamics and causes of serious or fatal accidents.

Finally, Enel is also constantly engaged in dialogue with international top players in the energy sector and beyond, through participation in inter-company working groups to ensure continuous improvement by sharing best practices in the health and safety field, examining both operational processes and innovative initiatives.

Procurement, logistics and supply chain

The purchasing processes of Global Procurement and the associated governance documents form a structured system of rules and control points that make it possible to combine the achievement of economic business objectives with full compliance with the fundamental principles set out in the Code of Ethics, the Enel Global Compliance Program, the "Zero-Tolerance-of-Corruption" Plan and the Human Rights Policy, without renouncing the promotion of initiatives for sustainable economic development.

From the point of view of the procurement process, the various units adopt competitive processes that ensure equal access opportunities to all operators who meet the technical, financial, environmental, safety, human rights, legal, and ethical requirements.

With regard to the risk governance system, Global Procurement is focused on the application of metrics that indicate the level of risk before and after the mitigation action, in order to implement precautionary measures to reduce uncertainty to a tolerable level or mitigate any impacts in all business, technological and geographical areas.

The effectiveness of supply chain risk management is monitored by calculating an aggregate risk index for each supplier through specific indicators – including the probability of insolvency, the concentration of contracts with individual suppliers or industrial groups, the supplier's dependence on Enel, the performance index on the correctness of conduct throughout the tender process, quality, punctuality and sustainability in the execution of the contract, country risk, etc. – for which thresholds are set that guide definition of the procurement strategy and negotiation and awarding of a tender, while allowing for informed selection of potential risks and benefits.

Furthermore, the geopolitical context of the various countries is also monitored with respect to our supply chain of materials in order to manage market volatility and to adopt the most suitable strategies, such as the differentiation of supply sources, to avoid interruptions in the supply chain and mitigate risks deriving from market shortages, logistical criticalities, and business interruptions.

  1. Corporate governance 3. Separate financial statements 4. Reports

Research and development

Enel SpA does not directly engage in research and development, as within the Group those activities are performed by a number of subsidiaries and associates.

Innovation

Enel's innovation model leverages several tools to find new solutions to business needs, that allow to involve an extended ecosystem of industrial partners, large companies, small and medium-sized enterprises, research centers, universities, entrepreneurs and startups in the innovation process. The main channels include the www.openinnovability.enel.com crowdsourcing platform for innovative solutions, and the global network of Innovation Hubs, located in the innovation ecosystems most relevant for the Group, such as Europe and the United States, and which provide the main source of scouting for innovative solutions. Enel provides participating companies with skills, structures for the technical and economic validation of new solutions in an industrial environment as well as a global network of partners to support their development and possible scale-up. Furthermore, through co-development with suppliers, the Group aims to quickly and effectively implement innovative solutions at the pre-commercial development level and leverages existing skills and the customization and transfer of solutions already used in other production sectors.

Enel adopted the ISO 56002 standard for innovation management. The standard covers all aspects of innovation management, from the birth of an idea to its implementation on a global scale. In 2024 collaboration with UNI continued with the issue of the UNI/PdR 155 practice "Management of sustainable innovation – Guidelines for the management of sustainable innovation processes in companies through open innovation". The document, of a pre-regulatory nature, is intended to offer practical support for any organization that wants to pursue the organizational and production changes necessary to implement an effective internal process of sustainable innovation management.

67

Proofs of Concept, launched to test innovative solutions 21

Solutions in scale-up phase in the business

Initiatives launched to promote the culture of innovation within Enel in 2024 include internal webinar cycles with the involvement of external research centers and universities and the launch of new innovation communities on relevant technological topics; these are informal working groups in which colleagues participate spontaneously with the aim of sharing experiences and knowledge, proposing solutions, overseeing developments in the internal and external ecosystem. In 2024, the innovation project portfolio was simplified and constantly aligned with both the strategic directions and business priorities in the various areas, through a careful process of selection and allocation of resources to the best initiatives in terms of value generation, sustainability and scalability, focusing on the development, digitalization and resilience of networks, flexibility, new technologies for renewable generation and models to enable new services, innovative systems for energy storage, solutions to support safety, development of digital solutions based on artificial intelligence to improve operational efficiency and profitability, solutions for customer electrification, new processes and tools to engage customers and innovative offer models.

During 2024, 67 Proofs of Concept were launched to test new solutions, while 21 innovative solutions were identified by the business for large scale implementation.

Intellectual property

Enel's intellectual property portfolio (also referred to below as "IP") includes a body of information functional to sustainable growth, generated within an open innovation ecosystem that finds protection and valorization in IP regulation.

In 2024, Enel consolidated and further streamlined the processes for managing the generation and exploitation of intellectual property rights within the Intellectual Property Management organizational procedure, which looks at human capital as an essential element in the creation of IP and aims to encourage employee participation in the creative process, making them responsible for the strategic importance of all inventions.

In parallel, Enel progressed in the design of digital processes for the management of intellectual property rights provided for by the aforementioned organizational procedures. The use of proprietary digital tools, in line with Enel's specific needs, allows for the rationalization of IP titles based on business strategies, reporting and constant monitoring of both the status of the Group's entire IP portfolio and the codification of intellectual property rights which originate from inventions developed within Enel's innovative ecosystem, thus increasing the transparency of procedures and the reliability of internal processes.

At December 31, 2024, the Group owned 503 patents for industrial inventions, 265 of which are granted titles, belonging to 183 patent families, 17 utility models and 184 design registrations.

In addition to patents, utility models and designs, IP rights also include copyright, sui generis rights on databases and know-how.

Digitalization

42

Digital transformation is one of the strategic pillars for achieving environmental, social and governance sustainability objectives. Digital technology plays a central role in reducing environmental impacts and creating shared value for all stakeholders.

Digitalization allows us to optimize the use of natural resources, monitor greenhouse gas emissions in real time and implement solutions for the smart management of electricity distribution and consumption. At the same time, it provides a fundamental tool for promoting social inclusion, improving accessibility to services and supporting the development of digital skills in the territories in which Enel operates.

Enel continues to adopt advanced digital technologies, such as artificial intelligence, integrating them into operational and management processes to increase efficiency, effectiveness and resilience, with impacts on the entire value chain and on working methods. Enel is committed to ensuring that the digital transformation process is sustainable to guarantee a fair and responsible future. This means adopting ethical approaches in the design of technologies, investing in sustainable digital infrastructures and promoting a circular economy also in the digital sphere. To this end, Enel is committed to integrating sustainability into every phase of the digital process, from design to implementation, so that each innovation actively contributes to the fight against climate change and to improvement of the living conditions of global communities.

Cyber security

In the era of digital transformation, cyber security takes on a key role in ensuring the normal operations of businesses, addressing growing cyber threats and the evolving regulatory environment. Digitalization expands the attack surface, making it necessary to adopt a systemic and proactive approach, which includes prevention, monitoring and response strategies to incidents, as well as a widespread culture of cyber security. To monitor and manage cyber risk, Enel has defined a Cyber Security operating model, entrusted to the Group's Chief Information Security Officer (CISO). The model provides for synergy with the business units and the coordination of strategies, policies and regulatory compliance. The Cyber Security Committee, chaired by the Group CEO, approves the global cyber security strategy and monitors its implementation, while security governance is subject to constant review by the main executive and control bodies.

  1. Corporate governance 3. Separate financial statements 4. Reports

The Cyber Security Framework, adopted in 2017, establishes the principles and operational processes to protect IT (Information Technology), OT (Operational Technology) and IoT (Internet of Things) environments, providing a cyber risk management system to identify and mitigate threats. A key element is the Cyber Emergency Readiness Team (CERT), active 24/7, to proactively manage and respond to cyber incidents, through sophisticated data monitoring and correlation systems. In 2024, CERT responded to 31 cyber incidents classified as potentially medium-high impact, none as a critical.

Enel's approach is based on resilience and collaboration between the public and private sectors to protect critical infrastructures, minimizing risks and ensuring a high capacity to respond to cyber threats.

In line with the integrated and holistic approach adopted by the Group for the management of cyber risk, various initiatives are implemented that act in three fundamental areas, namely people, processes and technologies, since each of them plays a crucial role in the protection of company resources.

Firstly, awareness-raising and continuous training activities are promoted, with mandatory content, for all Group employees, in order to develop a culture of cyber security and increase awareness of threats and attacks that target the human vector. At the process level, detailed policies, procedures and guidelines are adopted that define the rules and principles of cyber security, together with the security controls (aligned with international standards and industry best practices) to be designed and applied (e.g. management and control of access to company systems, analysis and management of cyber incidents). Finally, advanced technological tools and solutions are implemented to ensure adequate protection of company resources against cyber threats, and technical security controls are constantly carried out, also with the support of appropriately selected independent external suppliers, in all the Group's environments (IT, OT and IoT) in order to identify any vulnerabilities and mitigate the associated risks.

Risk management

The Enel Group risk governance model

In its capacity as an industrial holding company, Enel SpA is exposed to the same risks associated with the Group's business.

In this regard, consistently with the internal control and risk management system (ICRMS), Enel has also adopted a risk governance model based on a number of "pillars" described in the following, as well as a uniform taxonomy of risks (the "risk catalogue") that facilitates their management and organic representation.

The "pillars" of risk governance

Enel has adopted a reference framework for risk governance that is implemented in the real world through the establishment of specific management, monitoring, control and reporting controls for each of the risk categories identified.

The Group's risk governance model is in line with the best national and international risk management practices and is based on the following pillars:

  • Lines of defense. The Group's arrangements are structured along three lines of defense for risk management, monitoring and control activities, in compliance with the principle of segregating roles in the main areas in respect of significant risks.
  • Group Risk Committee. This body, set up at management level and chaired by the Chief Executive Officer, is responsible for strategic guidance and risk management supervision through:
    • analysis of the main exposures and the main risk issues faced by the Group;
    • adoption of specific risk policies applicable to Group companies, in order to identify roles and responsibilities in risk management, monitoring and control processes, in compliance with the principle of organizational separation between the units responsible for operations and those responsible for monitoring and controlling risks;
    • approval of specific operating limits, authorizing, where necessary and appropriate, exceptions to these limits for specific circumstances or needs;

• definition of risk response strategies.

The Group Risk Committee generally meets four times a year and can also be convened, where deemed necessary, by the Chief Executive Officer and the head of the "Risk Control" unit, which forms part of the "Administration, Finance and Control" function.

Integrated and widespread system of local risk committees. The presence of specific local risk committees, organized in accordance with the main global business lines and geographical areas of Group operations and chaired by their respective top managers, provides adequate oversight of the most characteristic risks at the local level. The coordination of these committees with the Group Risk Committee facilitates appropriate agreement with Group top management of the information and mitigation strategies for the most significant exposures, as well as local implementation of the guidelines and strategies defined at Group level.

  • Risk Appetite Framework (RAF). The Risk Appetite Framework constitutes the reference framework for determining risk appetite and is an integrated and formalized system of elements that enable the definition and application of a single approach to the management, measurement and control of each risk. The RAF is summarized in the Risk Appetite Statement, a document that summarily describes the risk strategies identified and the indicators and/ or limits applicable to each risk.
  • Policies. The allocation of responsibilities, coordination mechanisms and the main control activities are represented in specific policies and organizational documents defined in accordance with specific approval procedures involving the corporate structures directly involved.
  • Reporting. Specific and regular information flows on risk exposures and metrics, broken down at Group level and by individual global business line or geographical area, allow Enel's top management and corporate bodies to have an integrated view of the Group's main risk exposures, both current and prospective.
  • Risk Landscape Enel Group©. Acting on the basis of its risk governance arrangements and on the international risk management standard ISO 31000:2018, the Group constantly monitors risks using a process supported by a data visualization tool (e-Risk Landscape©). This system collects and organizes information coming from the different geographical areas and business lines of the Group, categorizing them in accordance with the definition in the Group's risk catalogue. The monitoring and control process involves the assignment of metrics based on the risk events' probability of occurrence (likelihood) and the scale of potential economic-financial impact, providing the Group's top management with a dynamically updated view of the Group's risk profile and the associated management and mitigation actions. These dimensions, modulated through representative grids, provide an indication of the level of individual risks.

At December 31, 2024 the Enel Group monitored a set of about 400 risks, 14 of which were identified as Top Risks (with an above average likelihood and significant potential financial impacts), mainly identified as regulatory and legal/tax risks and/or uncertainties.

The Enel Group Risk Landscape© enables the selection and visualization of medium-to-high risks (i.e. excluding highly unlikely and/or low impact events).

It is also possible to make a multidirectional selection: • by category;

  • by country/legal entity;
  • by business line.

With regard to the Top Risks identified and examined for the Plan period, we find the greater concentration of strategic risks (5), in particular legislative-regulatory risks, and compliance risks (9), mainly deriving from exposure to tax litigation or compliance with other rules and regulations.

The Group risk catalogue

Enel has adopted a risk catalogue that represents a point of reference at the Group level and for all corporate units involved in risk management and monitoring processes. The adoption of a common language facilitates the mapping and comprehensive representation of risks within the Group, thus facilitating the identification of the main types of risk that impact Group processes and the roles of the organizational units involved in their management.

The risk catalogue groups the types of risk into macro-categories, which include, as shown below, strategic, financial and operational risks, (non)-compliance risks, risks related to governance and culture as well as digital technology. The following diagram shows the classification of risks currently identified and classified within the aforementioned macro-categories.

Compliance

  1. Corporate governance 3. Separate financial statements 4. Reports

47

Outlook

In November 2024, the Group presented its new Strategic Plan for 2025-2027 with a strategy mainly focused on core countries and on flexible capital allocation, with the aim of increasing investments in regulated assets with solid and predictable returns. For the three-year period 2025-2027, the Enel Group confirmed the strategic pillars presented with the previous 2024-2026 Plan:

  • profitability, flexibility and resilience, pursuing value creation through selective capital allocation to optimize the Enel Group's risk/return profile, while keeping a flexible approach;
  • effectiveness and efficiency, pursuing the continuous optimization of processes, activities and the product and services portfolio, strengthening cash generation and developing innovative solutions to increase the value of existing assets;
  • financial and environmental sustainability to maintain a solid structure, ensure the flexibility needed for growth and address the challenges of climate change.

The new Strategic Plan for 2025-2027 provides for a total gross capex of about €43 billion, an increase of about €7 billion compared with the previous Plan, allocated as follows:

  • €26 billion in Grids, to improve the resilience, digitalization and efficiency of the distribution network. The Group will also continue its advocacy efforts to promote regulatory frameworks that support the central role of grids in the energy transition;
  • €12 billion in Renewable Generation, with a flexible capital allocation and a selective approach aimed at maximizing returns and minimizing risks, also taking advantage of brownfield opportunities, with the aim of further improving profitability. Over the

plan period, we expect to add approximately 12 GW of capacity, with an improved technology mix that includes over 70% onshore wind and programmable technologies (hydro and batteries), reaching a total installed renewable capacity of about 76 GW in 2027;

• €2.7 billion in the Retail segment to enhance integrated bundled offers and improve customer and service management.

As a result of these strategic actions, in 2027 Group ordinary EBITDA is expected to grow to between €24.1 and €24.5 billion, and Group net ordinary income is expected to increase to between €7.1 and €7.5 billion. The Group 2024 financial results allow us to propose to the next Shareholders' Meeting the distribution of a total dividend of €0.47 per share, exceeding the minimum fixed dividend per share (DPS) of €0.43 in the previous Plan.

In the period 2025-2027, the implementation of strategic actions is expected to translate into visible and highly predictable returns; thus, the dividend policy provides for a minimum annual fixed DPS of €0.46 and a potential increase up to a payout of 70% on the Group net ordinary income. Compared to the previous dividend policy, the constraint of achieving cash flow neutrality has also been removed.

In 2025 Enel plans:

  • investments in distribution grids focusing on geographical areas with a more balanced and clearer regulatory framework;
  • selective investments in renewables, aimed at maximizing the return on invested capital and minimizing risks;
  • active management of the customer portfolio through bundled multi-play offers.

In view of the foregoing, the financial targets on which the Group's 2025-2027 Plan is based are reported below.

Financial targets
Profit growth 2024 2025 2027
Ordinary EBITDA (€ billions) 22.8 22.9-23.1 24.1-24.5
Ordinary profit (€ billions) 7.1 6.7-6.9 7.1-7.5
Value creation
0.46(1) 0.46(1)
DPS (€/shares) 0.47
Increase in DPS up to a payout of 70%
of ordinary profit

(1) Minimum DPS.

  1. Corporate governance 3. Separate financial statements 4. Reports

Other information

Approval of the separate financial statements

The Shareholders' Meeting called to approve the separate financial statements, as provided for by Article 9.2 of the bylaws of Enel SpA, shall be called within 180 days of the close of the financial year. The use of that time limit rather than the ordinary limit of 120 days from the close of the financial year, permitted under Article 2364, paragraph 2, of the Italian Civil Code, is justified by the fact that the Company is required to prepare consolidated financial statements.

Disclosures on sustainability reporting

Legislative Decree 125 of September 6, 2024, which came into force on September 25 of the same year, implemented in Italy Directive (EU) 2022/2464, which amended Regulation (EU) 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU in respect of corporate sustainability reporting. The decree provides specific indications about the scope of sustainability reporting, which can be prepared on an individual basis in the separate financial statements, or on a consolidated basis.

Enel SpA, in its capacity as Parent Company, prepares

the consolidated Sustainability Statement pursuant to Article 4 of the Decree, to be included in the Report on Operations in the Integrated Annual Report of the Enel Group and published in the "Financials" section of the website (https://www.enel.com/investors/financials). Therefore, the Company falls within the provisions of Article 4, paragraph 12, of Legislative Decree 125/2024, according to which the Parent Company preparing the consolidated Sustainability Statement is not required to prepare an individual statement in the Report on Operations of the financial statements.

Disclosures on financial instruments

The disclosures on financial instruments required by Article 2428, paragraph 2, no. 6-bis of the Italian Civil Code are reported in the following notes to the financial statements: 31 "Financial instruments", 32 "Risk management", 33 "Derivatives and hedge accounting" and 34 "Fair value measurement".

Transactions with related parties

For more information on transactions with related parties, please see note 36.

Own shares

At December 31, 2024, treasury shares are represented by 12,079,670 ordinary shares of Enel SpA with a par value of €1.00 each (9,262,330 at December 31, 2023), purchased through an authorized intermediary.

Atypical or unusual operations

Pursuant to the CONSOB Notice of July 28, 2006, the Company did not carry out any atypical or unusual operations in 2024. Such operations include transactions whose significance, size, nature of the counterparties, subject matter, method for calculating the transfer price or timing could give rise to doubts concerning the propriety and/or completeness of disclosure, conflicts of interest, preservation of company assets or protection of non-controlling shareholders.

Subsequent events

Significant events following the close of the year are discussed in note 41.

  1. Corporate governance 3. Separate financial statements 4. Reports

Incentive system

Enel's remuneration policy for 2024, which was adopted by the Board of Directors acting on a proposal of the Nomination and Compensation Committee and approved by the Shareholders' Meeting of May 23, 2024, was formulated on the basis of (i) the recommendations of the Italian Corporate Governance Code published on January 31, 2020; (ii) national and international best practice; (iii) the guidance provided by the favorable vote of the Shareholders' Meeting of May 10, 2023 on the remuneration policy for 2023; (iv) the results of the engagement activity on environmental, social and governance issues pursued by the Company between the end of January and the beginning of March 2024 with the leading proxy advisors and some Enel's institutional investors; (v) the findings of the benchmark analysis of the remuneration of the Chairman of the Board of Directors, the Chief Executive Officer/General Manager and the non-executive directors of Enel for 2023, which was performed by the independent consultant Willis Towers Watson.

This policy is intended to (i) foster Enel's sustainable success, which takes the form of creating long-term value for the benefit of shareholders, taking due consideration of the interests of other key stakeholders, so as to incentivize the achievement of strategic objectives; (ii) attract, retain and motivate personnel with the professional skills and experience required by the sensitive managerial duties entrusted to them, taking into account the remuneration and working conditions of the employees of the Company and the Enel Group; and (iii) promote the corporate mission and values.

The 2024 remuneration policy adopted for the Chief Executive Officer/General Manager and key management personnel envisages:

  • a fixed component;
  • a short-term variable component (MBO) that will be paid out on the basis of achievement of specific performance objectives. Namely:
    • for the CEO/General Manager, annual objectives have been set for the following components of the 2024 MBO mechanism:
      • consolidated net ordinary profit (with a weight equal to 30% of the total);
      • consolidated cash cost (with a weight equal to 20% of the total);
  • funds from operations/consolidated net financial debt (with a weight equal to 20% of the total);
  • commercial complaints received at the Group level (with a weight equal to 10% of the total);
  • workplace injury frequency rate, accompanied by a gate objective represented by fatal injuries (with a weight equal to 20% of the total).

Therefore, the overall weight of the sustainability-related objectives (i.e. commercial complaints received at the Group level and the safety-related objective) within the short-term variable remuneration of the CEO/General Manager is confirmed at 30%.

For each objective, an incentive equal to 50% of the base bonus is paid upon achievement of the access threshold, while 100% and 150% of the base bonus are paid upon reaching the performance and overperformance targets, respectively (with linear interpolation, except for the objective relating to Safety). For performances below the access threshold, no incentive is expected;

  • for key management personnel, the respective MBOs identify objective and specific annual goals connected with the Strategic Plan. They are determined jointly by the Administration, Finance and Control function and the People and Organization function; as regards the short-term variable remuneration, it can vary, based on the achievement of the various performance targets, from a minimum (equal to 80% of the target level under which no incentive is due) to a maximum (predefined and connected with overperformance results in respect of the assigned objectives, equal to 150% of the target level) which varies according to the different business environment of the Group;
  • a long-term variable component linked to participation in specific long-term incentive plans. In particular, for 2024 this component is linked to participation in the Long-Term Incentive Plan for the management of Enel SpA and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code (2024 LTI Plan), which establishes three-year performance targets for the following:
    • Enel's average TSR (Total Shareholder Return) compared with the average TSR for the EURO

STOXX Utilities - EMU index for the 2024-2026 period (with a weight equal to 45% of the total);

  • ROIC (Return on Invested Capital) WACC (Weighted Average Cost of Capital), cumulative for 2024- 2026 (with a weight equal to 30% of the total);
  • intensity of Scope 1 and Scope 3 GHG emissions connected with the Group's integrated power operations (gCO2eq/kWh) in 2026, accompanied by a gate objective represented by the intensity of Scope 1 GHG emissions connected with the Group's power generation (gCO2eq/kWh) in 2026 (with a weight equal to 15% of the total);
  • percentage of women in top and middle management at the end of 2026 (with a weight equal to 10% of the total).

The component of these two ESG-related performance objectives has a total weight of 25% and takes into account the now consolidated attention of the financial community for ESG issues, here with a particular emphasis on the fight against climate change and gender diversity.

For each objective, the system provides for an incentive of 130% (for the CEO/General Manager of Enel) or of 100% (for other beneficiaries) of the base value upon achievement of the target, while upon achievement of the overperformance target the incentive rises to (i) 150% (Over I level) or (ii) 280% (for CEO/General Manager of Enel) or 180% (for other beneficiaries) of the base value (Over II level), with the possibility of linear interpolation between the thresholds.

The 2024 LTI Plan establishes that any bonus accrued

is represented by an equity component, which can be supplemented – depending on the level of achievement of the various targets – by a cash component. More specifically, of the total incentive vested, the 2024 LTI Plan establishes that: (i) for the CEO/General Manager of Enel, the incentive shall be paid entirely in Enel shares up to 150% of the base value; (ii) for managers reporting directly to the CEO/General Manager of Enel, including key management personnel, the incentive shall be paid entirely in Enel shares up to 100% of the base value; and (iii) for beneficiaries other than those specified under (i) and (ii), the incentive shall be paid entirely in Enel shares up to 65% of the base value. The 2024 LTI Plan provides that the shares to be disbursed pursuant to the latter provisions shall be purchased previously by Enel and/or its subsidiaries. In addition, the disbursement of a significant portion of long-term variable remuneration (70% of the total) is deferred to the second year following the three-year performance period covered by the 2024 LTI Plan.

For more information on the remuneration policy for 2024, please see Enel's "Report on the remuneration policy for 2024 and compensation paid in 2023", which is available on the Company's website (www.enel.com). The following table shows the pay ratio for 2024 and 2023, i.e. the difference between the total annual remuneration of the CEO/General Manager of Enel and the median annual pay of the Group's employees. For completeness of information's sake, the same ratio is provided also with reference to the fixed component of the remuneration.

% 2024 2023
Pay Ratio – Ratio between the total remuneration of the CEO/GM of Enel
in office from May 12, 2023 and the average gross annual remuneration
of the Group's employees(1)
65x
(31x fixed remuneration)
45x
(21x fixed remuneration)

(1) Figures for 2023 have been restated for comparative purposes, by applying the 2024 exchange rate to 2023 remunerations.

CHAPTER 2 Corporate GOVERNANCE

Report on corporate governance and ownership structure

The corporate governance system of Enel SpA ("Enel") is compliant with the principles set forth in the Italian Corporate Governance Code,2 adopted by the Company as a "large company" without "concentrated ownership,3 and with international best practice adopted by the Company, and with international best practice.

The corporate governance system adopted by Enel is essentially aimed at achieving sustainable success, as it is aimed at creating value for the shareholders over the long term, taking into account the environmental and social importance of the Enel Group's business operations and the consequent need, in conducting such operations, to adequately consider the interests of all relevant stakeholders.

In compliance with Italian legislation governing listed companies, Enel's organization comprises the following bodies:

  • a Board of Directors charged with managing the Company, which has established (i) internal Board committees whose functions include the preliminary analysis of issues, the development of recommendations and the performance of advisory functions, in order to ensure the adequate internal allocation its functions, as well as (ii) a committee for transactions with related parties, which performs the functions envisaged by applicable legislation and specific company procedure;
  • a Board of Statutory Auditors charged with monitor-

ing: (i) compliance with the law and the bylaws, and with the principles of sound administration in the performance of company business; (ii) the financial reporting process, as well as the adequacy of the organizational structure, the internal control system and the administrative-accounting system of the Company; (iii) the statutory auditing of the annual accounts and the consolidated accounts, as well as the independence of the Audit Firm; and (iv) the manner in which the corporate governance rules set out in the Corporate Governance Code are actually implemented;

• a Shareholders' Meeting, which is competent to take decisions concerning, among other issues – in ordinary or extraordinary session: (i) the appointment and termination of members of the Board of Directors and the Board of Statutory Auditors and their compensation and any stockholders' suits; (ii) the approval of the separate financial statements and allocation of profit; (iii) the purchase and sale of treasury shares; (iv) the remuneration policy and its implementation; (v) stock-based compensation plans; (vi) amendments of the bylaws; (vii) mergers and demergers; and (viii) the issue of convertible bonds.

The statutory auditing of the accounts is performed by a specialized firm entered in the appropriate official register. It was engaged by the Shareholders' Meeting on the basis of a reasoned proposal of the Board of Statutory Auditors.

2. Available from the website of Borsa Italiana (athttps://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf).

3. The Corporate Governance Code defines a "large company" as any company whose capitalization was greater than €1 billion on the last Exchange business day of each of the previous three calendar years, while a "company with concentrated ownership" is any company in which a single shareholder (or a plurality of shareholders which participates in a shareholders' voting agreement) holds, directly or indirectly (through subsidiaries, trustees or third parties), the majority of the votes that can be exercised in the ordinary shareholders' meeting.

For more detailed information on the corporate governance system, please see the Report on Corporate Governance and Ownership Structure of Enel, which has been published on the Company's website (http:// www.enel.com, in the "Governance" section).

CHAPTER 3

Separate

FINANCIAL

STATEMENTS

CHAPTER 3 Separate FINANCIAL STATEMENTS

Separate financial statements

Income Statement

Euro Notes 2024 2023
of which with
related parties
of which with
related parties
Revenue
Revenue from sales and services 4.a 110,210,076 108,726,988 107,242,614 107,177,471
Other income 4.b 10,931,376 10,005,541 55,953,225 12,301,276
(Subtotal) 121,141,452 163,195,839
Costs
Purchase of consumables 5.a 472,230 333,332 411,658 230,382
Services, leases and rentals 5.b 176,611,642 123,843,455 201,897,034 125,570,450
Personnel expenses 5.c 145,853,420 135,217,154
Depreciation, amortization
and impairment losses
5.d 3,585,062,116 718,632,977
Other operating costs 5.e 13,717,203 321,670 47,150,940 411,287
(Subtotal) 3,921,716,611 1,103,309,763
Operating loss (3,800,575,159) (940,113,924)
Income from equity investments 6 6,562,676,857 6,562,253,256 4,269,179,595 4,268,761,567
Financial income from derivatives 7 550,480,785 151,027,831 906,666,335 421,215,400
Other financial income 8 547,379,094 463,709,232 481,633,806 386,665,830
Financial expense from derivatives 7 454,096,754 247,184,252 868,999,445 342,163,853
Other financial expense 8 951,712,079 594,980,195 952,414,076 449,181,865
(Subtotal) 6,254,727,903 3,836,066,215
Pre-tax profit 2,454,152,744 2,895,952,291
Income taxes 9 (143,822,837) (135,857,564)
PROFIT FOR THE YEAR 2,597,975,581 3,031,809,855

3. Separate financial statements

Statement of Comprehensive Income

Euro Notes 2024 2023
Profit for the year 2,597,975,581 3,031,809,855
Other comprehensive income/(expense) that may be subsequently
reclassified to profit or loss (net of taxes)
Effective portion of change in the fair value of cash flow hedges (69,687,626) (55,299,318)
Change in the fair value of hedging costs 5,691,741 (45,732)
Other comprehensive income/(expense) that may not be subsequently
reclassified to profit or loss
Remeasurement of net liabilities/(assets) for defined-benefit plans 1,025,912 (5,254,233)
Change in the fair value of equity investments in other companies 543,665 1,239,631
Total other comprehensive income/(loss) 22 (62,426,308) (59,359,652)
Comprehensive income/(loss) for the year 2,535,549,273 2,972,450,203
  1. Report on Operations 2. Corporate governance 4. Reports

Statement of Financial Position

Euro
ASSETS Notes at Dec. 31, 2024 at Dec. 31, 2023
of which with
related parties
of which with
related parties
Non-current assets
Property, plant and equipment 10 11,040,700 9,325,876
Intangible assets 11 76,038,873 130,536,624
Deferred tax assets 12 111,027,875 105,795,799
Equity investments 13 58,477,671,111 60,917,485,264
Non-current financial derivative assets 14 179,012,959 38,744,498 260,558,273 17,582,012
Other non-current financial assets 15 4,063,517 9,732,013
Other non-current assets 16 67,781,550 56,322,369 72,985,571 64,126,969
(Total) 58,926,636,585 61,506,419,420
Current assets
Trade receivables 17 196,776,243 196,137,183 167,063,646 167,043,846
Income tax assets 18 189,187,706 309,389,752
Current financial derivative assets 14 107,413,717 3,497,352 76,246,594 55,833,206
Other current financial assets 19 2,677,499,947 2,164,987,799 6,482,654,926 5,951,617,471
Other current assets 20 1,181,303,651 1,144,532,311 1,581,057,389 1,552,330,980
Cash and cash equivalents 21 2,120,979,729 1,122,155,615
(Total) 6,473,160,993 9,738,567,922
TOTAL ASSETS 65,399,797,578 71,244,987,342

3. Separate financial statements

emarket
sdir scorage
CERTIFIED
Euro
LIABILITIES AND EQUITY
Notes at Dec. 31, 2024 at Dec. 31, 2023
of which with
related parties
of which with
related parties
Equity
Share capital 10,166,679,946 10,166,679,946
Treasury share reserve (78,488,831) (59,391,451)
Equity instruments – perpetual hybrid
bonds
7,145,440,752 6,553,164,779
Other reserves 11,744,653,163 11,785,045,273
Retained earnings/(loss carried forward) 6,995,391,684 8,591,640,579
Profit for the year(1) 412,139,393 845,973,667
TOTAL EQUITY 22 36,385,816,107 37,883,112,793
Non-current liabilities
Long-term borrowings 23 17,345,071,030 14,141,712,688 17,855,165,462 14,274,103,557
Employee benefits 24 112,028,460 120,706,096
Non-current portion of provisions for risks
and charges
25 14,817,397 20,741,948
Deferred tax liabilities 12 32,568,605 43,103,814
Non-current financial derivative liabilities 14 581,486,286 90,727,164 619,923,490 104,107,038
Other non-current liabilities 26 17,207,167 8,532,511 20,538,647 8,512,767
(Subtotal) 18,103,178,945 18,680,179,457
Current liabilities
Short-term borrowings 23 6,410,053,437 6,305,554,497 8,631,664,059 8,461,461,359
Current portion of long-term borrowings 23 567,396,256 132,390,869 1,179,258,322 132,390,869
Current portion of provisions for risks
and charges
25 13,889,336 9,194,092
Trade payables 27 131,515,810 81,350,389 134,532,360 86,850,266
Current financial derivative liabilities 14 101,826,471 66,420,147 105,519,013 19,558,734
Other current financial liabilities 28 178,340,384 98,154,930 226,230,895 110,995,822
Other current liabilities 30 3,507,780,832 551,024,280 4,395,296,351 824,782,216
(Subtotal) 10,910,802,526 14,681,695,092
TOTAL LIABILITIES 29,013,981,471 33,361,874,549
TOTAL LIABILITIES AND EQUITY 65,399,797,578 71,244,987,342
  1. Report on Operations 2. Corporate governance 4. Reports

(1) Profit for the year of €2,598 million (€3,032 million in 2023) is reported net of the interim dividend of €2,186 million (€2,186 million in 2023).

Statement of Changes in Equity (note 22)

Share
premium
Negative
treasury
share
Equity
instruments
reserve –
perpetual
Reserve
pursuant to
Euro Share capital reserve reserve hybrid bonds Legal reserve Law 292/1993
At January 1, 2023 10,166,679,946 7,496,016,063 (47,077,924) 5,567,477,464 2,033,335,988 2,215,444,500
Purchase of treasury shares - - (21,028,919) - - -
Reserve for share-based
payments (LTI)
- - - - - -
Issue of own shares - - 8,715,392 - - -
Equity instruments –
perpetual hybrid bonds
- - - 985,687,315 - -
Coupons paid to holders
of perpetual hybrid bonds
- - - - - -
Allocation of 2022 profit
Distribution of dividends - - - - - -
Coupons paid to holders
of perpetual hybrid bonds
- - - - - -
Retaining earnings - - - - - -
2023 interim dividend(1) - - - - - -
Comprehensive income
for the year
Other comprehensive
income
- - - - - -
Profit for the year - - - - - -
At December 31, 2023 10,166,679,946 7,496,016,063 (59,391,451) 6,553,164,779 2,033,335,988 2,215,444,500
Purchase of treasury shares - - (25,916,845) - - -
Reserve for share-based
payments (LTI)
- - - - - -
Issue of own shares - - 6,819,465 - - -
Equity instruments –
perpetual hybrid bonds
- - - 592,275,973 - -
Coupons paid to holders
of perpetual hybrid bonds
- - - - - -
Allocation of 2023 profit
Distribution of dividends - - - - - -
Coupons paid to holders
of perpetual hybrid bonds
- - - - - -
Retaining earnings - - - - - -
2023 interim dividend(2) - - - - - -
Comprehensive income
for the year
Other comprehensive
income
- - - - - -
Profit for the year - - - - - -
At December 31, 2024 10,166,679,946 7,496,016,063 (78,488,831) 7,145,440,752 2,033,335,988 2,215,444,500

(1) Approved by the Board of Directors on November 7, 2023 and paid as from January 24, 2024.

(2) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025.

Comprehensive income

Comprehensive income

for the year

for the year

Profit Retained Actuarial Reserve from
measurement
of financial
Hedging Hedging Other
Total equity for the year earnings reserve assets FVOCI costs reserve reserve reserves
38,342,244,228 5,124,029,959 5,695,687,373 (21,408,822) 1,832,546 (3,409,291) (23,849,707) 137,486,133
(25,598,617) - (25,643,550) - - - - 21,073,852
(3,311,691) - - - - - - (3,311,691)
8,983,171 - 9,072,425 - - - - (8,804,646)
985,687,315 - - - - - - -
(181,768,696) - (181,768,696) - - - - -
(2,033,335,989) (2,033,335,989)
(123,434,990)
-
123,434,990
-
-
-
-
-
-
-
-
-
-
1,430,759 (2,967,258,980) 2,968,689,739 - - - - -
(2,183,667,890) (2,185,836,188) 2,168,298 - - - - -
(59,359,652) - - (5,254,233) 1,239,631 (45,732) (55,299,318) -
3,031,809,855 3,031,809,855 - - - - - -
37,883,112,793 845,973,667 8,591,640,579 (26,663,055) 3,072,177 (3,455,023) (79,149,025) 146,443,648
(21,347,147) - (21,347,147) - - - - 25,916,845
2,936,818 - - - - - - 2,936,818
6,607,463 - 6,607,463 - - - - (6,819,465)
592,275,973 - - - - - - -
(246,412,117) - (246,412,117) - - - - -
(2,185,836,188) (660,834,196) (1,525,001,992) - - - - -
(181,768,696) 181,768,696 - - - - -
2,168,298 (3,370,775) 5,539,073 - - - - -
(2,183,239,059) (2,185,836,188) 2,597,129 - - - - -
-
(69,687,626)
5,691,741
543,665
1,025,912
-
-
(62,426,308)
-
-
-
-
-
-
2,597,975,581
2,597,975,581
168,477,846
(148,836,651)
2,236,718
3,615,842
(25,637,143)
6,995,391,684
412,139,393
36,385,816,107

Statement of Cash Flows

Euro Notes 2024 2023
of which with
related parties
of which with
related parties
Pre-tax profit 2,454,152,744 2,895,952,291
Adjustments for:
Depreciation, amortization and impairment losses 5.d 3,585,112,792 718,632,977
Exchange gains/(losses) on foreign currency assets
and liabilities
48,827,789 13,686,853
Accruals to provisions 22,606,923 6,957,494
Dividends from subsidiaries, associates and other
companies
6 (6,562,676,857) (6,562,253,256) (4,269,179,595) (4,268,761,567)
Net financial (income)/expense 247,790,219 227,474,681 411,222,943 (16,527,553)
Cash flows used in operating activities before
changes in net working capital
(204,186,390) (222,727,037)
Increase/(Decrease) in provisions (32,513,866) (28,866,530)
(Increase)/Decrease in trade receivables 17 (31,037,710) (29,093,337) 111,147,807 113,669,287
(Increase)/Decrease in other financial
and non-financial assets/liabilities
1,760,348,827 468,923,364 1,012,405,770 (822,418,837)
Increase/(Decrease) in trade payables 27 (3,016,550) (5,499,877) (19,946,322) (10,182,788)
Interest income and other financial income collected 812,527,191 552,991,209 1,080,902,064 644,093,507
Interest expense and other financial expense paid (1,144,314,285) (682,834,924) (1,460,144,722) (637,676,049)
Dividends from subsidiaries, associates
and other companies
6 6,325,067,380 6,324,645,491 3,851,190,666 3,850,786,914
Income taxes paid (1,792,730,598) (47,114,592)
Cash flows from operating activities (a) 5,690,143,999 4,276,847,104
Investments in property, plant and equipment
and intangible assets
10-11 (34,558,947) (47,401,080)
Investments in equity investments 13 (1,050,537,331) (1,050,537,331) (1,608,039,876) (1,608,039,876)
Disinvestments from extraordinary transactions - 648,514,204 648,514,204
Cash flows used in investing activities (b) (1,085,096,278) (1,006,926,752)
New long-term borrowing 23 - 2,201,106,190 2,000,032,661
Repayments of long-term borrowings 23 (1,179,394,903) (132,390,869) (2,803,055,864) (1,332,805,452)
Net change in long-term borrowings/(loan assets) 674,968,967 265,084,305 1,200,109,945
Repayment of short-term borrowings(1) (4,500,000,000) (4,500,000,000) (3,025,000,000) (3,025,000,000)
Use of short-term borrowings(1) 3,000,000,000 3,000,000,000 4,500,000,000 4,500,000,000
Net change in short-term borrowings/(loans assets)(1) 2,446,048,810 3,117,881,919 (4,846,850,065) (5,481,272,340)
Dividends and interim dividends paid 22 (4,366,954,626) (4,090,667,883)
Issue of perpetual hybrid bonds 22 889,699,972 1,737,237,500
Redemption of perpetual hybrid bonds 22 (297,424,000) (751,550,185)
Coupons paid to holders of perpetual hybrid bonds 22 (246,412,117) (181,768,696)
Purchase of treasury shares 22 (26,755,710) (20,173,002)
Cash flows used in financing activities (c) (3,606,223,607) (7,015,637,700)
Increase/(Decrease) in cash and cash equivalents
(a+b+c)
998,824,114 (3,745,717,348)
Cash and cash equivalents at the beginning
of the year
21 1,122,155,615 4,867,872,963
Cash and cash equivalents at the end of the year 21 2,120,979,729 1,122,155,615

(1) The figure for 2023 has been restated to improve presentation.

  1. Report on Operations 2. Corporate governance 4. Reports

Notes to the separate financial statements

1. Form and content of the separate financial statements

Enel SpA has its registered office in Viale Regina Margherita 137, Rome, Italy, and since 1999 has been listed on the Mercato Telematico Azionario (Electronic Stock Exchange) organized and operated by Borsa Italiana SpA. There were no changes in the company name in 2024. Enel is an energy multinational and is one of the world's leading integrated operators in the electricity and gas industries, with a special focus on Europe and Latin America.

As the Parent, Enel SpA has prepared the consolidated financial statements of the Enel Group as at and for the year ended December 31, 2024, which are published in a separate document.

The publication of these separate financial statements was approved by the Board of Directors on March 13, 2025.

These separate financial statements have been audited by KPMG SpA.

Basis of presentation

These separate financial statements for the year ended December 31, 2024 represent the separate financial statements of the Parent, Enel SpA, and have been prepared in accordance with international accounting standards (International Accounting Standards - IAS and International Financial Reporting Standards - IFRS) issued by the International Accounting Standards Board (IASB), the interpretations of the IFRS Interpretations Committee (IFRSIC) and the Standing Interpretations Committee (SIC), recognized in the European Union pursuant to Regulation (EC) no. 1606/2002 and in effect as of the close of the year. All of these standards and interpretations are hereinafter referred to as the "IFRS-EU".

These separate financial statements have also been prepared in conformity with measures issued in implementation of Article 9, paragraph 3, of Legislative Decree 38 of February 28, 2005.

The separate financial statements consist of the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the statement of cash flows and the related notes.

The assets and liabilities reported in the statement of financial position are classified on a "current/non-current basis", with separate reporting of assets held for sale and liabilities included in disposal groups classified as held for sale. Current assets, which include cash and cash equivalents, are assets that are intended to be realized, sold or consumed during the normal operating cycle of the Company; current liabilities are liabilities that are expected to be settled during the normal operating cycle of the Company.

The income statement classifies costs on the basis of their nature.

The statement of cash flows is prepared using the indirect method, with separate reporting of any cash flows by operating, investing and financing activities. More specifically, the statement of cash flows is presented on a gross basis and does not include non-cash transactions. For more information on cash flows in the statement of cash flows, please see the section "Cash flows" in the Report on Operations.

The separate financial statements have been prepared on a going concern basis using the cost method, with the exception of items measured at fair value in accordance with IFRS, as explained in the measurement criteria for the individual items, and non-current assets and disposal groups classified as held for sale, which are measured at the lower between their carrying amount and the fair value less costs to sell.

The separate financial statements are presented in euro, the functional currency of the Company, and the figures shown in the notes are reported in millions of euro unless stated otherwise.

The separate financial statements provide comparative information in respect of the previous year.

2. Accounting policies

2.1 Use of estimates and management judgments

Preparing these separate financial statements under IFRS-EU requires management to take decisions and make estimates and assumptions that may impact the carrying amounts of revenue, costs, assets and liabilities and the related disclosures concerning the items involved as well as contingent assets and liabilities. The estimates and management's judgments are based on previous experience and other factors considered reasonable in the circumstances. They are formulated when the carrying amount of assets and liabilities is not easily determined from other sources. The actual results may therefore differ from these estimates. The estimates and assumptions are periodically revised and the effects of any changes are reflected through profit or loss if they only involve that period. If the revision involves both the current and future periods, the change is recognized in the year in which the revision is made and in the related future periods.

In order to enhance understanding of the separate financial statements, the following sections examine the main items affected by the use of estimates and the cases that reflect management judgments to a significant degree, underscoring the main assumptions used by management in measuring these items in compliance with the IFRS-EU. The critical element of such valuations is the use of assumptions and professional judgments concerning issues that are by their very nature uncertain.

Changes in the conditions underlying the assumptions and judgments could have a substantial impact on future results.

The information included in the financial statements is selected on the basis of a materiality analysis carried out in accordance with the requirements of Practice Statement 2 "Making Materiality Judgments", issued by the International Accounting Standards Board (IASB).

Use of estimates

Recoverability of equity investments

The Company assesses the presence of evidence of impairment of each equity investment at least once a year, consistent with its strategy for managing the legal entities within the Group. If such evidence is found, the assets involved undergo impairment testing. The processes and procedures for determining the recoverable amount of each equity investment are based on assumptions that can be complex and whose nature requires management to use its judgment, especially as regards the identification of evidence of impairment, the forecasting of future profitability over the horizon of the Group Business Plan, the determination of the normalized cash flows underlying the estimation of terminal value and the determination of longterm growth rates and discount rates applied to forecasts of future cash flows.

Impairment of non-financial assets

Assets such as property, plant and machinery and intangible assets are adjusted for impairment when their carrying amount exceeds their recoverable amount, represented by the higher of their fair value less costs to sell and their value in use.

The recoverable amount is assessed in accordance with the criteria established by IAS 36, which are discussed in greater detail in the appropriate notes to the separate financial statements.

In determining the recoverable amount, the Company generally applies the value in use criterion, i.e. the present value of the future cash flows that are expected to be derived from the asset, discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

Future cash flows used to determine value in use are based on the most recent Business Plan, approved by the management, containing forecasts for volumes, revenue, operating costs and investments. These projections cover the next three years. For subsequent years, account is taken of:

  • assumptions concerning the long-term evolution of the main variables considered in the calculation of cash flows, as well as the average residual useful life of the assets or the duration of the concessions, based on the specific characteristics of the businesses;
  • a long-term growth rate equal to the long-term growth of electricity demand and/or inflation (depending on the country and business) that does not in any case exceed the average long-term growth rate of the market involved.

The recoverable amount is sensitive to the estimates and assumptions used in the calculation of cash

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

flows and the discount rates applied. Nevertheless, possible changes in the underlying assumptions of such amounts could generate different recoverable amounts. The analysis of each group of non-financial assets is unique and requires management to use estimates and assumptions considered prudent and reasonable in the specific circumstances.

Furthermore, in line with its business model and in the context of the energy transition process, the Company has also carefully assessed whether climate change issues have affected the reasonable and supportable assumption used to estimate expected cash flows. In this regard, where necessary, the Company has also taken account of the long-term impact of climate change, in particular by considering in the estimation of the terminal value a long-term growth rate in line with the change in electricity demand determined using energy models for each country.

Information on the main assumptions used to estimate the recoverable amount of assets with reference to the impacts relating to climate change, as well as information on changes in these assumptions, is provided in the applicable notes.

Expected credit losses on financial assets

At each reporting date, the Company recognizes a loss allowance for expected credit losses on trade receivables and other financial assets measured at amortized cost, debt instruments measured at fair value through other comprehensive income, contract assets and all other assets in the scope.

Loss allowances for financial assets are based on assumptions about risk of default and on the measurement of expected credit losses. Management uses judgement in making these assumptions and selecting the inputs for the impairment calculation, based on the Company's past history, existing market conditions as well as forward-looking estimates at the end of each reporting period.

The expected credit loss (ECL), determined considering probability of default (PD), loss given default (LGD), and exposure at default (EAD), is the difference between all contractual cash flows that are due in accordance with the contract and all cash flows that are expected to be received (including all shortfalls) discounted at the original effective interest rate.

For additional details on the general simplified approach used to determine expected credit losses, please see note 31 "Financial instruments".

Based on the specific reference market and the regulatory context of the sector, as well as expectations of recovery after 90 days, for such assets, the Company mainly applies a default definition of 180 days past due to determine expected credit losses, as this is considered an effective indication of a significant increase in credit risk. Accordingly, financial assets that are more than 90 days past due are generally not considered to be in default, except for some specific regulated markets.

For trade receivables and contract assets the Company mainly applies a collective approach based on grouping the receivables into specific clusters. Only if the trade receivables are deemed to be individually significant by management and there is specific information about any significant increase in credit risk does the Company apply an analytical approach.

Based on specific management evaluations, the forward-looking adjustment can be applied considering qualitative and quantitative information in order to reflect possible future events and macroeconomic scenarios, which may affect the risk of the portfolio or the financial instrument.

For additional details on the key assumptions and inputs used please see note 31 "Financial instruments".

Determining the fair value of financial instruments

The fair value of financial instruments is determined on the basis of prices directly observable in the market, where available, or, for unlisted financial instruments, using specific valuation techniques (mainly based on present value) that maximize the use of observable market inputs. In rare circumstances where this is not possible, the inputs are estimated by management taking due account of the characteristics of the instruments being measured. In accordance with IFRS 13, the Company includes a measurement of credit risk, both of the counterparty (Credit Valuation Adjustment or CVA) and its own (Debit Valuation Adjustment or DVA), in order to adjust the fair value of financial instruments for the corresponding amount of counterparty risk, applying the method indicated in note 34 "Fair value measurement". Changes in the assumptions made in estimating the input date could have an impact on the fair value recognized for those instruments.

Pensions and other post-employment benefits

Some of the Company's employees participate in pension plans offering benefits based on their wage history and years of service. Certain employees are also eligible for other post-employment benefit schemes. The expenses and liabilities of such plans are calcu-

lated on the basis of estimates carried out by consulting actuaries, who use a combination of statistical and actuarial elements in their calculations, including statistical data on past years and forecasts of future costs. Other components of the estimation that are considered include mortality and retirement rates as well as assumptions concerning future developments in discount rates, the rate of wage increases, the inflamates.

tion rate and trends in healthcare costs.

These estimates can differ significantly from actual developments owing to changes in economic and market conditions, increases or decreases in retirement rates and the lifespan of participants, as well as changes in the effective cost of healthcare.

Such differences can have a substantial impact on the quantification of pension costs and other related expenses.

For further details on the main actuarial assumptions, please refer to note 24 "Employee benefits".

Provisions for risks and charges

For more details on provisions for risks and charges, please see note 25 "Provisions for risks and charges". Note 39 "Contingent assets and liabilities" also provides information regarding the most significant contingent liabilities for the Company.

Litigation

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The Company is involved in various civil, administrative and tax disputes connected with the normal pursuit of its activities that could give rise to significant liabilities. It is not always objectively possible to predict the outcome of these disputes. The assessment of the risks associated with this litigation is based on complex factors whose very nature requires recourse to management judgments, even when taking account of the contribution of external advisors assisting the Company, about whether to classify them as contingent liabilities or liabilities.

Provisions have been recognized to cover all significant liabilities for cases in which legal counsel feels an adverse outcome is more likely than not and a reasonable estimate of the amount of the loss can be made.

Leases

When the interest rate implicit in the lease cannot be readily determined, the Company uses the incremental borrowing rate (IBR) at the lease commencement date to calculate the present value of the lease payments. This is the interest rate that the lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. When no observable inputs are available, the Company estimates the IBR making assumptions to reflect the terms and conditions of the lease and certain entity-specific esti-

One of the most significant judgments for the Company is determining this IBR necessary to calculate the present value of the lease payments required to be paid to the lessor. The Company's approach to determining an IBR is based on the assessment of the following three key components:

  • the risk-free rate, which considers the cash flows of the lease payments, the economic environment where the lease contract has been negotiated and the lease term;
  • the credit spread adjustment, in order to calculate an IBR that is specific for the lessee considering any underlying parent or other guarantee;
  • the lease-related adjustments, in order to reflect in the IBR calculation the fact that the discount rate is directly linked to the type of the underlying asset, rather than being a general incremental borrowing rate. In particular, the risk of default is mitigated for the lessors as they have the right to reclaim the underlying asset itself.

Income taxes

Recovery of deferred tax assets

At December 31, 2024, the separate financial statements report deferred tax assets in respect of tax losses or tax credits to be reversed in subsequent years and income components whose deductibility is deferred in an amount whose recovery is considered by management to be highly probable.

The recoverability of such assets is subject to the achievement of future income sufficient to absorb such tax losses and to use the benefits of the other deferred tax assets.

Significant management judgment is required to determine the probability of recovering deferred tax assets, considering all negative and positive evidence, and to determine the amount that can be recognized, based upon the likely timing and the level of future taxable income together with future tax planning strategies and the tax rates applicable at the date of reversal. However, where the Company should become aware that it is unable to recover all or part of recognized tax assets in future years, the consequent adjustment would be taken to the income statement in the year in which this circumstance arises.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

The recoverability of deferred tax assets is reviewed at the end of each period. Deferred tax assets not recognized are reassessed at each reporting date in order to verify the conditions for their recognition.

For more detail on deferred tax assets recognized or not recognized, please see note 12 "Deferred tax assets and liabilities".

Management judgment

Determining the useful life of non-financial assets

In determining the useful life of property, plant and equipment and intangible assets with a finite useful life, the Company considers not only the future economic benefits – contained in the assets – obtained through their use, but also many other factors, such as physical wear and tear, the technical, commercial or other obsolescence of the product or service produced with the asset, legal or similar limits (e.g. safety, environmental or other restrictions) on the use of the asset, if the useful life of the asset depends on the useful life of other assets.

Furthermore, in estimating the useful lives of the assets concerned, the Company has taken account of its commitment under the Paris Agreement.

Determination of the existence of control

Under the provisions of IFRS 10, control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Power is defined as the current ability to direct the relevant activities of the investee based on existing substantive rights.

The existence of control does not depend solely on ownership of a majority investment, but rather it arises from substantive rights that each investor holds over the investee. Consequently, management must use its judgment in assessing whether specific situations determine substantive rights that give the Company the power to direct the relevant activities of the investee in order to affect its returns.

For the purpose of assessing control, management analyzes all facts and circumstances including any agreements with other investors also in respect of voting or appointing directors, rights arising from other contractual arrangements and potential voting rights (call options, warrants, put options granted to non-controlling shareholders, etc.) and other legal provisions.4 These other facts and circumstances could be especially significant in such assessment when the Company holds less than a majority of voting rights, or similar rights, in the investee.

Furthermore, even if it holds more than half of the voting rights in another entity, the Company considers all the relevant facts and circumstances in assessing whether it controls the investee.

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements considered in verifying the existence of control.

Finally, the assessment of the existence of control did not find any situations of de facto control.

Determination of the existence of joint control and of the type of joint arrangement

Under the provisions of IFRS 11, a joint arrangement is an agreement where two or more parties have joint control.

Joint control exists only when the decisions over the relevant activities require the unanimous consent of all the parties that share control.

A joint arrangement can be configured as a joint venture or a joint operation. Joint ventures are joint arrangements whereby the parties that have joint control have rights to the net assets of the arrangement. Conversely, joint operations are joint arrangements whereby the parties that have joint control have rights to the assets and obligations for the liabilities relating to the arrangement.

In order to determine the existence of the joint control and the type of joint arrangement, management must apply judgment and assess its rights and obligations arising from the arrangement. For this purpose, the management considers the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances.

The Company re-assesses whether or not it has joint control if facts and circumstances indicate that changes have occurred in one or more of the elements considered in verifying the existence of joint control and the type of the joint arrangement.

4. Public Statement ESMA 24 October 2024 – Priority 2: Accounting policies, judgements, significant estimates (ESMA 32-193237008-8369 of October 24, 2024).

Determination of the existence of significant influence over an associate

Associates are those in which the Company exercises significant influence, i.e. the power to participate in the financial and operating policy decisions of the investee but not exercise control or joint control over those policies. In general, it is presumed that the Company has a significant influence when it has an ownership interest of 20% or more.

In order to determine the existence of significant influence, management must apply judgment and consider all facts and circumstances.

The Company re-assesses whether or not it has significant influence if facts and circumstances indicate that there are changes to one or more of the elements considered in verifying the existence of significant influence.

Determination of non-current assets (or disposal groups) held for sale and discontinued operations

An asset is classified as "held for sale" when its sale is highly probable.

To determine whether a sale is highly probable, the Company considers whether:

• management has committed to a plan to sell the asset (or disposal group), and an active program to locate a buyer and complete the plan has been initiated;

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  • the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification, except where the delay is caused by events or circumstances beyond the Company's control and there is sufficient evidence that the Company remains committed to its plan to sell the asset;
  • the actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Classification and measurement of financial assets

At initial recognition, in order to classify financial assets as financial assets at amortized cost, at fair value through other comprehensive income and at fair value through profit or loss, management assesses both the contractual cash-flow characteristics of the instrument and the business model for managing financial assets in order to generate cash flows.

For the purpose of evaluating the contractual cashflow characteristics of the instrument, management performs the SPPI test at an instrument level, in order to determine if it gives rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding, performing specific assessment on the contractual clauses of the financial instruments, as well as quantitative analysis, if required.

The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

For more details, please see note 31 "Financial instruments".

Hedge accounting

Hedge accounting is applied to derivatives in order to reflect into the financial statements the effect of risk management strategies of the Company.

Accordingly, at the inception of the transaction the Company documents the hedge relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy. The Company also assesses, both at hedge inception and on an ongoing basis, whether hedging instruments are highly effective in offsetting changes in the fair values or cash flows of hedged items.

On the basis of management's judgment, the effectiveness assessment based on the existence of an economic relationship between the hedging instruments and the hedged items, the dominance of credit risk in the changes in fair value and the hedge ratio, as well as the measurement of the ineffectiveness, are evaluated through a qualitative assessment or a quantitative computation, depending on the specific facts and circumstances and on the characteristics of the hedged items and the hedging instruments.

For cash flow hedges of forecast transactions designated as hedged items, management assesses and documents that they are highly probable and present an exposure to changes in cash flows that affect profit or loss.

For more details on the key assumptions used in assessing effectiveness and measuring the ineffective portion of hedges, see note 31.1 "Hedge accounting".

Leases

The complexity of the assessment of the lease contracts, and also their long-term expiring date, requires a strong professional judgments for the IFRS 16 application. In particular, for:

• the application of the definition of a lease to the cases typical of the sectors in which the Company operates;

  • the identification of the non-lease component in the lease;
  • the evaluation of any renewable and termination options included in the lease in order to determine the term of leases, also considering the probability of their exercise and any significant leasehold improvements on the underlying asset;
  • the identification of any variable lease payments that depend on an index or a rate to determine where the changes of the latter impact the future lease payments and also the amount of the rightof-use asset;
  • the estimate of the discount rate to calculate the present value of the lease payments; further details on assumptions about this rate are provided in the paragraph "Use of estimates".

2.2 Material accounting policies

Related parties

Pursuant to IAS 24, related parties are mainly those that share the same controlling entity with Enel SpA, the companies that directly or indirectly are controlled by Enel SpA, the associates or joint ventures (including their subsidiaries) of Enel SpA, or the associates or joint ventures (including their subsidiaries) of any Group company.

Related parties also include entities that operate post-employment benefit plans for employees of Enel SpA or its associates (specifically, the FOPEN and FONDENEL pension funds), as well as the members of the boards of statutory auditors, and their immediate family, and the key management personnel, and their immediate family, of Enel SpA and its subsidiaries. Key management personnel comprises management personnel who have the power and direct or indirect responsibility for the planning, management and control of the activities of the Company. They include directors (whether executive or not).

Subsidiaries, associates and joint ventures

The Company controls an entity when it is exposed to or has rights to variable returns deriving from its involvement, regardless of the nature of their formal relationship, and has the ability, through the exercise of its power over the investee, to affect its returns. For more information on the definition of control, please

Uncertainty over income tax treatments

The Company determines whether to consider each uncertain income tax treatment separately or together with one or more other uncertain tax treatments as well as whether to reflect the effect of uncertainty by using the most likely amount or the expected value method, based on which approach better predicts the resolution of the uncertainty for each uncertain tax treatments.

The Company makes significant use of professional judgment in identifying uncertainties about income tax treatments and reviews the judgments and estimates made in the event of a change in facts and circumstances that could change its assessment of the acceptability of a specific tax treatment or the estimate of the effects of uncertainty, or both.

see section "Determination of the existence of control" in note 2.1 "Use of estimates and management judgment".

Associates comprise those entities in which the Company has a significant influence. Significant influence is the power to participate in the financial and operating policy decisions of investees but not exercise control or joint control over those entities.

Joint ventures are joint arrangements over which the Company exercises joint control and has rights to the net assets of the arrangement. Joint control means sharing control of an arrangement, which only exists when the decisions over the relevant activities require the unanimous consent of all the parties that share control.

Equity investments in subsidiaries, associates and joint ventures are measured at cost. Cost is adjusted for any impairment losses, which are reversed where the reasons for their recognition no longer obtain. The carrying amount resulting from the reversal may not exceed the original cost.

Where the loss pertaining to Enel SpA exceeds the carrying amount of the investment and the Company is obligated to perform the legal or constructive obligations of the investee or in any event to cover its losses, the excess with respect to the carrying amount is recognized in liabilities in the provision for risks and charges. In the case of a disposal, without economic substance, of an investment to an entity under common control, any difference between the consideration received and the carrying amount of the investment is recognized in equity.

Translation of foreign currency items

Pursuant to "IAS 21 - The Effects of Changes in Foreign Exchange Rates", transactions in currencies other than the functional currency are initially recognized at the spot exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency other than the functional currency are subsequently translated using the closing exchange rate (i.e. the spot exchange rate prevailing at the reporting date).

Non-monetary assets and liabilities denominated in foreign currency that are recognized at historical cost are translated using the exchange rate at the date of the initial recognition of the transaction. Non-monetary assets and liabilities in foreign currency measured at fair value are translated using the exchange rate at the date that the fair value was determined.

Any exchange differences are recognized through profit or loss.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration in foreign currency paid or received, the date of the transaction is the date on which the Company initially recognizes the non-monetary asset or non-monetary liability associated with the advance consideration.

Fair value measurement

For all fair value measurements and disclosures of fair value, that are either required or permitted by the IFRS, the Company applies IFRS 13.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction, between market participants, at the measurement date (i.e. an exit price).

The fair value measurement assumes that the transaction to sell an asset or transfer a liability takes place in the principal market, i.e. the market with the greatest volume and level of activity for the asset or liability. In the absence of a principal market, it is assumed that the transaction takes place in the most advantageous market to which the Company has access, i.e. the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability.

The fair value of an asset or a liability is measured us-

ing the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Market participants are independent, knowledgeable sellers and buyers who are able to enter into a transaction for the asset or the liability and who are interested but not forced or otherwise compelled to do so.

When measuring fair value, the Company considers the characteristics of the asset or liability, in particular:

  • for a non-financial asset, a fair value measurement takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;
  • for liabilities and own equity instruments, the fair value reflects the effect of non-performance risk, i.e. the risk that an entity will not fulfill an obligation, including among others the credit risk of the Company itself;
  • for groups of financial assets and financial liabilities with offsetting positions in market risk or credit risk, managed on the basis of an entity's net exposure to such risks, see note 34.1 "Assets measured at fair value in the statement of financial position" and note 34.2 "Liabilities measured at fair value in the statement of financial position", for more details.

In measuring the fair value of assets and liabilities, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Property, plant and equipment

Pursuant to IAS 16, property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes expenses directly attributable to bringing the asset to the location and condition necessary for its intended use.

Subsequent costs are recognized as an increase in the carrying amount of the asset when it is probable that future economic benefits associated with the cost incurred for a part of the asset will flow to the Company and the cost of the item can be measured reliably. All other costs are recognized in profit or loss as incurred. Property, plant and equipment, net of its residual value,

is depreciated on a straight-line basis over its estimated useful life, which is reviewed annually and, if appropriate, adjusted prospectively. Depreciation begins when the asset is available for use.

The estimated useful life of the main items of property, plant and equipment is as follows:

Depreciation period
Leasehold improvements Shorter of the term of the
contract and residual useful life
Civil buildings 40 years
Other assets 7 years

Land is not depreciated as it has an indefinite useful life.

Assets recognized under property, plant and equipment are derecognized either upon their disposal (i.e. at the date the recipient obtains control) or when no future economic benefit is expected from their use or disposal. Any gain or loss, recognized through profit or loss, is calculated as the difference between the net disposal proceeds, determined in accordance with the transaction price requirements of IFRS 15, and the carrying amount of the derecognized assets.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease applying the definition of a lease under IFRS 16, that is met if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease (i.e. the date the underlying asset is available for use).

The right-of-use asset represents a lessee's right to use an underlying asset for the lease term; it is initially measured at cost, which includes the initial amount of lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset and to restore the underlying asset or the site on which it is located.

Right-of-use assets are subsequently depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the right-of-use assets. If the lease transfers ownership of the underlying asset to the Company at the end of the lease term or if the cost of the right-of-use asset reflects the fact that the Company will exercise a purchase option, depreciation is calculated using the estimated useful life of the underlying asset.

The lease liability is initially measured at the present value of lease payments to be made over the lease term. In calculating the present value of lease payments, the Company uses the lessee's incremental borrowing rate at the lease commencement date when the interest rate implicit in the lease is not readily determinable.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the year in which the event or condition that triggers the payment occurs.

After the commencement date, the lease liability is measured at amortized cost using the effective interest method and is remeasured upon the occurrence of certain events.

The Company applies the short-term lease recognition exemption to its lease contracts that have a lease term of 12 months or less from the commencement date. It also applies the low-value assets recognition exemption to lease contracts for which the underlying asset is of low-value whose amount is estimated not material. As an example, the Company has leases of certain office equipment (i.e. personal computers, printing and photocopying machines) that are considered of low-value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

Intangible assets

Pursuant to IAS 38, intangible assets are identifiable assets without physical substance controlled by the Company, when it is probable that the use of such assets will generate future economic benefits and the related cost can be reliably determined.

They are measured at purchase or internal development cost and are recognized as an intangible asset only when the Company can demonstrate the technical feasibility of completing the intangible asset and that it has intention, ability and resources to complete the asset in order to use or sell it.

The cost includes any directly attributable expenses necessary to make the assets ready for their intended use.

Intangible assets with a finite useful life are recognized net of accumulated amortization and any impairment losses.

Amortization is calculated on a straight-line basis over the asset's estimated useful life, which is reassessed at least annually; any changes in amortization policies are reflected on a prospective basis. For more information on the estimation of useful life, please see note 2.1 "Use of estimates and management judgment".

Amortization commences when the asset is ready for use. Consequently, intangible assets not yet available for use are not amortized, but are tested for impairment at least annually.

The Company's intangible assets have a finite useful life.

Intangible assets comprise application software owned by the Company with an expected useful life of between three and five years.

Impairment of non-financial assets

Pursuant to "IAS 36 - Impairment of assets" at each reporting date, property, plant and equipment, investment property recognized at cost, intangible assets, right-of-use assets, goodwill and equity investments in associates/joint ventures are reviewed to determine whether there is evidence of impairment (using internal and external sources of information).

Intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment annually or more frequently if there is evidence suggesting that the assets may be impaired.

If such evidence exists, the recoverable amount of each asset involved is estimated on the basis of the use of the asset and its future disposal, in accordance with the most recent Group Business Plan. For more on the estimation of the recoverable amount, please see note 2.1 "Use of estimates and management judgment".

The recoverable amount is calculated for an individual asset unless that asset is not capable of generating incoming cash flows that are largely independent of those generated by other assets or groups of assets.

If the carrying amount of an asset is greater than its recoverable amount, an impairment loss is recognized in profit or loss under "Depreciation, amortization and impairment losses".

If the reasons for a previously recognized impairment loss no longer obtain, the carrying amount of the asset is restored through profit or loss, under "Depreciation, amortization and impairment losses", in an amount that shall not exceed the carrying amount that the asset would have had if the impairment loss had not been recognized and depreciation or amortization had been performed.

Financial instruments

Financial instruments are recognized and measured in accordance with "IAS 32 - Financial instruments: presentation" and "IFRS 9 - Financial instruments".

A financial asset or liability is recognized when, and only when, the Company becomes party to the contractual provision of the instrument (i.e. trade date).

Trade receivables arising from contracts with customers, in the scope of IFRS 15, are initially measured at their transaction price (as defined in IFRS 15) if such receivables do not contain a significant financing component or when the Company applies the practical expedient allowed by IFRS 15.

Conversely, the Company initially measures financial assets other than the trade receivables noted above at their fair value plus, in the case of a financial asset not recognized at fair value through profit or loss, transaction costs.

Financial assets are classified at initial recognition as financial assets at amortized cost, at fair value through other comprehensive income and at fair value through profit or loss, on the basis of both:

  • the Company's business model for managing financial assets, that is how it manages its financial assets in order to generate cash flows (whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both); and
  • the contractual cash flow characteristics of the instrument, to determine whether the instrument gives rise to cash flows that are solely payments of principal and interest (SPPI) based on the SPPI test.

For purposes of subsequent measurement, financial assets are classified in three categories:

  • financial assets measured at amortized cost (debt instruments);
  • financial assets designated at fair value through OCI with no reclassification of cumulative gains and losses upon derecognition (equity instruments); and
  • financial assets at fair value through profit or loss.

Financial assets measured at amortized cost

This category mainly includes trade receivables, other financial assets and loan assets.

Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

whose contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Such assets are initially recognized at fair value, adjusted for any transaction costs, and subsequently measured at amortized cost using the effective interest method and are subject to impairment.

Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

Financial assets at fair value through other comprehensive income (FVOCI) – Equity instruments

This category includes mainly equity investments in other entities irrevocably designated as such upon initial recognition.

Gains and losses on these financial assets are never reclassified to profit or loss. The Company may transfer the cumulative gain or loss within equity.

Equity instruments designated at fair value through OCI are not subject to impairment testing.

Dividends on such investments are recognized in profit or loss unless they clearly represent a recovery of a part of the cost of the investment.

Financial assets at fair value through profit or loss

This category mainly includes:

  • financial assets with cash flows that are not solely payments of principal and interest, irrespective of the business model;
  • financial assets held for trading because acquired or incurred principally for the purpose of selling or repurchasing in short term (i.e. securities, financial investments in funds, etc.);
  • derivatives, including separated embedded derivatives, held for trading or not designated as effective hedging instruments;
  • contingent considerations.

Such financial assets are initially recognized at fair value with subsequent gains and losses from changes in their fair value recognized through profit or loss.

This category also includes listed equity investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends on equity investments are also recognized as other income in the income statement when the right of payment has been established.

Impairment of financial assets

At each reporting date, the Company recognizes a loss allowance for expected credit losses on trade receivables and other financial assets measured at amortized cost, debt instruments measured at fair value through other comprehensive income (FVOCI), contract assets and all other assets within the scope of IFRS 9.

The Company has adopted an impairment model, developed in compliance with IFRS 9, which is based on the determination of expected credit losses (ECL) using a forward-looking approach.

For trade receivables, contract assets and lease receivables, including those with a significant financial component, the Company adopts the simplified approach, determining expected credit losses over a period corresponding to the entire life of the receivable, generally equal to 12 months.

For all financial assets other than trade receivables, contract assets and lease receivables, the Company applies the general approach under IFRS 9, based on the assessment of a significant increase in credit risk since initial recognition.

The Company recognizes in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date.

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For more information on the impairment of financial assets, please see note 31 "Financial instruments".

Cash and cash equivalents

This category includes deposits that are available on demand or at very short term, as well as highly liquid financial investments that are readily convertible into a known amount of cash and which are subject to insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents do not include bank overdrafts at the reporting date.5

Financial liabilities at amortized cost

This category mainly includes borrowings, trade payables, lease liabilities and debt instruments.

Financial liabilities, other than derivatives, are recognized when the Company becomes a party to the

5. Public Statement ESMA October 24, 2024 – Priority 1: Liquidity considerations (ESMA 32-193237008-8369 of October 24, 2024).

contractual clauses of the instrument and are initially measured at fair value adjusted for directly attributable transaction costs. Financial liabilities are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the carrying amount of the financial asset or liability.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss mainly include:

  • financial liabilities, held for trading if they are incurred for the purpose of repurchasing in the near term;
  • derivative financial instruments entered into by the Company that are not designated as hedging instruments as defined by IFRS 9;
  • financial liabilities that qualify as contingent consideration.

Derecognition of financial assets and liabilities

Financial assets are derecognized whenever one of the following conditions is met:

  • the contractual right to receive the cash flows associated with the asset expires;
  • the Company has transferred substantially all the risks and rewards associated with the asset, transferring its rights to receive the cash flows of the asset or assuming a contractual obligation to pay such cash flows to one or more beneficiaries under a contract that meets the requirements provided by IFRS 9 (the "pass through test");
  • the Company has not transferred or retained substantially all the risks and rewards associated with the asset but has transferred control over the asset.

On derecognition of a financial asset, the Company recognizes the difference between the carrying amount (measured at the date of derecognition) and the consideration received through profit or loss.

Financial liabilities are derecognized when they are

extinguished, i.e. when the contractual obligation has been discharged, cancelled or expired.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in profit or loss.

Derivative financial instruments

Derivative instruments are classified as financial assets or liabilities depending on the positive or negative fair value and they are classified as "held for trading" within "Other business models" and measured at fair value through profit or loss, except for those designated as effective hedging instruments.

All derivatives held for trading are classified as current assets or liabilities.

Derivatives not held for trading purposes, but measured at fair value through profit or loss since they do not qualify for hedge accounting and derivatives designated as effective hedging instruments are classified as current or not current on the basis of their maturity date and the Company intention to hold the financial instrument until maturity or not.

For more details about derivatives and hedge accounting, please see note 33.1 "Hedge accounting".

Offsetting financial assets and liabilities

The Company offsets financial assets and liabilities when:

  • there is a legally enforceable right to set off the recognized amounts, and
  • there is the intention of either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Non-current assets (or disposal groups) classified as held for sale and discontinued operations

In compliance with IFRS 5, non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction, rather than through continuing use.

This classification criterion is applicable only when non-current assets (or disposal groups) are available in their present condition for immediate sale and the sale is highly probable.

For more details on the requirements for determining whether a sale is highly probable, please see note 2.1 "Use of estimates and management judgment".

Employee benefits

Post employment and other long-term benefits

In compliance with IAS 19, the Company determines, separately for each plan, the liabilities related to employee benefits paid upon or after ceasing employment and other long-term benefits accrued during the employment period. The Company uses actuarial assumptions to estimate the amount of the future benefits that employees have accrued at the reporting date (using the projected unit credit method) and calculates the present value of the plans using an appropriate discount rate.

The liability, net of any plan assets, is recognized on an accruals basis over the vesting period of the related rights. These appraisals are performed by independent actuaries.

If the plan assets exceed the present value of the related defined-benefit obligation, the surplus (up to the limit of any cap) is recognized as an asset.

As regards the liabilities/(assets) of defined-benefit plans, the cumulative actuarial gains and losses from the actuarial measurement of the liabilities, the return on the plan assets (net of the associated interest income) and the effect of the asset ceiling (net of the associated interest) are recognized by the Company in other comprehensive income when they occur. For other long-term benefits, the related actuarial gains and losses are recognized through profit or loss.

The Company is also involved in defined-contribution plans under which it pays fixed contributions to a separate entity (a fund) and has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Such plans are usually aimed to supplement pension benefits due to employees post-employment. The related costs are recognized in profit or loss on the basis of the amount of contributions paid in the year.

Termination benefits

In compliance with IAS 19, liabilities for benefits due to employees for the early termination of employee service arise out of the Company's decision to terminate an employee's employment before the normal retirement date or an employee's decision to accept an offer of benefits in exchange for the termination of employment.

Termination benefits are recognized at the earlier of the following dates:

  • when the Company can no longer withdraw its offer of benefits; and
  • when the Company recognizes a cost for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits.

The liabilities are measured on the basis of the nature of the employee benefits.

Share-based payments

The Company undertakes share-based payment transactions settled with equity instruments as part of the remuneration policy adopted for the Chief Executive Officer and General Manager and for key management personnel.

The most recent long-term incentive plans provide for the grant to recipients of an incentive represented by an equity component (settled with equity instruments) and a monetary component (paid in cash), which will accrue if specific conditions are met. In compliance with IFRS 2, the monetary component is classified as a cash-settled transaction if it is based on the price (or value) of the equity instruments of the company that issued the plan or, in other cases, as another long-term employee benefit. In order to settle the equity component through the bonus award of Enel shares, a program for the purchase of treasury shares to support these plans was approved. For more details on share-based incentive plans, please see note 35 "Share-based payments".

For the equity component, the Company recognizes the services rendered by employees as personnel expenses over the period in which the conditions for remaining in service and for achieving certain results must be satisfied (vesting period) and indirectly estimates their value, and the corresponding increase in equity, on the basis of the fair value of the equity instruments (i.e. the issuer shares) at the grant date.

The overall expense recognized is adjusted at each reporting date until the vesting date to reflect the best estimate available to Enel of the number of equity

instruments for which the service and performance conditions other than market conditions will be satisfied at the vesting date.

Conversely, if the incentive based on equity instruments is paid in cash, the Company recognizes the services rendered by employees as personnel expenses over the vesting period and a corresponding liability measured at the fair value of the liability incurred.

Subsequently, and until its extinction, the liability is remeasured at fair value at each reporting date, considering the best possible estimate of the incentive that will vest, with changes in fair value recognized under personnel expenses.

Provisions for risks and charges

In compliance with IAS 37, provisions are recognized where there is a legal or constructive obligation as a result of a past event at the end of the reporting period, the settlement of which is expected to result in an outflow of resources whose amount can be reliably estimated. Where the impact of the time value of money is material, the accruals are determined by discounting expected future cash flows using a pretax discount rate that reflects the current market assessment of the time value of money and the risks for which the expected future cash flows have not been adjusted.

If the provision is discounted, the periodic adjustment of the present value for the time factor (i.e. the unwinding of the discount) is recognized as a financial expense.

When the Company expects some or all charges to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.

Provisions do not include liabilities to reflect uncertainties in income tax treatments that are recognized as tax liabilities.

Changes in estimates of accruals to the provisions are recognized in the income statement in the year in which the changes occur.

Revenue from contracts with customers

The Company recognizes revenue from contracts with customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services using a fivestep model provided for in IFRS 15:

  • identify the contract with the customer (step 1);
  • identify the performance obligations in the contract (step 2);
  • determine the transaction price (step 3);
  • allocate transaction price, at contract inception, to each separate performance obligation (step 4);
  • recognize revenue (step 5).

The Company recognizes revenue when (or as) each performance obligation is satisfied by transferring the promised good or service to the customer.

Financial income and expense from derivatives

Financial income and expense from derivatives include:

  • income and expense from derivatives measured at fair value through profit or loss on interest rate and currency risk;
  • income and expense from cash flow hedge derivatives on interest rate and currency risks.

Other financial income and expense

For all financial assets and liabilities measured at amortized cost and interest-bearing financial assets classified as at fair value through other comprehensive income, interest income and expense are recognized using the effective interest rate method.

Interest income is recognized to the extent that it is probable that the economic benefits will flow to the Company and the amount can be reliably measured.

Other financial income and expense include also changes in the fair value of financial instruments other than derivatives.

Dividends

In compliance with "IFRS 9 - Financial instruments", dividends are recognized when the unconditional right to receive payment is established.

Dividends and interim dividends payable to the Company's shareholders are recognized as changes in equity in the period in which they are approved by the Shareholders' Meeting and the Board of Directors, respectively.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Income taxes

IAS 12 specifies the requirements for the recognition of current and deferred tax assets and liabilities. The uncertainty in the determination of tax liabilities is defined in accordance with the provisions of "IFRIC 23 - Uncertainty over income tax treatments".

Current income taxes

Current income taxes for the year, which are recognized under "income tax liabilities" net of payments on account, or under "tax assets" where there is a credit balance, are determined using an estimate of taxable income and in conformity with the applicable regulations.

In particular, such liabilities and assets are determined using the tax rates and tax laws that are enacted or substantively enacted by the end of the reporting period in the countries where taxable income has been generated.

Current income taxes are recognized in profit or loss with the exception of current income taxes related to items recognized outside profit or loss that are recognized in equity.

Deferred tax liabilities and assets

Deferred tax liabilities and assets are calculated on the temporary differences between the carrying amounts of liabilities and assets in the financial statements and their corresponding amounts recognized for tax purposes on the basis of tax rates in effect on the date the temporary difference will reverse, which is determined on the basis of tax rates that are enacted or substantively enacted as at end of the reporting period.

Deferred tax liabilities are recognized for all taxable temporary differences, except when such liability arises: (i) from the initial recognition of an asset or liability in a transaction which is not a business combination, at the time of the transaction, affects neither accounting profit nor taxable profit, and does not give rise to equal taxable and deductible temporary differences; or (ii) in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the Company can control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carryforward of tax losses and unused tax credits. For more information concerning the recoverability of such assets, please see the appropriate section of the discussion of estimates. Deferred taxes and liabilities are recognized in profit or loss, with the exception of those in respect of items recognized outside profit or loss that are recognized in equity.

Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets with current tax liabilities and when they relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Uncertainty over income tax treatments

In defining 'uncertainty', it shall be considered whether a particular tax treatment will be accepted by the relevant taxation authority. If it is deemed probable that the tax treatment will be accepted (where the term 'probable' is defined as 'more likely than not'), then the Company recognizes and measures its current/deferred tax asset or liabilities applying the requirements in IAS 12.

Conversely when the Company feels that it is not likely that the taxation authority will accept the tax treatment for income tax purposes, the Company reflects the uncertainty in the manner that best predicts the resolution of the uncertain tax treatment.

For more information on uncertainty over tax treatments please see note 2.1 "Use of estimates and management judgment".

Since uncertain income tax positions meet the definition of income taxes, the Company presents uncertain tax liabilities/assets as current tax liabilities/assets or deferred tax liabilities/assets.

Guarantee contracts

Financial guarantee contracts are initially measured and recognized at fair value by the Company in compliance with "IFRS 9 - Financial instruments". Subsequently, guarantees are measured at the higher of:

  • the amount of the expected credit loss (ECL) allowance determined in accordance with IFRS 9; and
  • the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with IFRS 15.

These provisions also apply to commercial guarantee contracts that do not represent insurance contracts because they do not transfer significant insurance

risks to the issuer and meet the conditions to be recognized and measured as financial instruments under IFRS 9.

2.3 Climate change disclosures

Enel is committed to developing a business model in line with the Paris Agreement (COP21) goals in order to limit the average global temperature increase to below 1.5 °C and to achieve zero emissions by 2040, promoting the key role of electricity as an energy carrier to drive the transition to a "Net Zero" global economy by 2050. Through its business strategy, the Group is committed to define the drivers and the investments necessary to develop climate change mitigation and adaptation actions throughout its value chain.

Zero emissions ambition: the decarbonization plan for mitigation of climate changes

The commitment to fighting climate change is an integral part of Enel's strategy, both in the short term as well as in the long term, by means of a decarbonization plan that covers both direct as well as indirect emissions along the entire value chain. This strategy, which is based on four objectives certified by the Science Based Targets initiative (SBTi), in line with the limitation of global warming to 1.5 ºC, is concentrated on the following business lines of action.

Decarbonization of the energy mix: development of new renewable capacity and simultaneous exit from thermal generation by 2040. In this sense, the Group confirms its goal to phase out coal-fired generation by 2027, subject to approval from the relevant authorities, converting the sites to other uses. These objectives can be reached also due to the absence of blocked emissions associated with the Group's activities that could therefore delay and/or block the business commitments to close the plants.

Push toward electrification and phase-out of retail gas: development of electricity technologies that are more efficient and convenient for consumers, promoting the electrification of uses and the progressive minimization of the gas portfolio of customers over the medium and long term.

Grid development and enhancement: reinforcement of the role of grids with an investment plan aimed at increasing resilience, digitalization and flexibility to support the connection of millions of customers and prosumers and balance the intermittent energy supply generated directly by renewable plants.

The investments supporting the transition plan are an integral part of the Group's Strategic Plan, including the alignment with the decarbonization objectives and the criteria of EU Taxonomy.

For more information on financial implications of climate change-related topics, see note 2.1 "Use of estimates and management judgments" and the notes relating to specific items.

2.4 Minimum tax

The Pillar II - Global Anti-Base Erosion Model Rules (GloBE Rules), which are intended to ensure that large multinational enterprises pay a minimum level of income tax in each jurisdiction in which they operate, have been enacted or substantially enacted in certain jurisdictions in which the Enel Group operates. Directive 2022/2523/EU on ensuring a global minimum level of taxation for multinational groups was implemented in Italy by Legislative Decree 209 of December 27, 2023.

In general, the rules envisage the application of a "topup" tax to the excess profit in a jurisdiction to bring the effective tax rate on that income up to a minimum of 15%.

For this purpose, the Group has conducted an assessment of its potential exposure to the top-up tax in such jurisdictions, which found that there are a limited number of circumstances in which the effective tax rate is below 15%.

On the basis of this assessment, the potential top-up tax that the Enel Group will have to pay as the difference between the effective tax rates calculated per jurisdiction based on the GloBE Rules and the minimum rate of 15% will not have a significant impact.

In application of the provisions of the amendment of "IAS 12 - International Tax Reform – Pillar II Model Rules", the Group has applied the mandatory temporary exemption to requirements regarding deferred taxes deriving from the application of Pillar II. The Group will recognize the taxes emerging from the application of the rules as current taxes when they are incurred (see note 12 "Deferred tax assets and liabilities").

3. New and amended standards and interpretations

The Company has applied the following standards, interpretations and amendments that took effect as from January 1, 2024:

• "Amendments to IAS 7 – Statement of cash flows and IFRS 7 – Financial Instruments Disclosures: Supplier Finance Arrangements", issued in May 2023. The amendments clarify the characteristics of supplier finance arrangements (SFAs) and require the provision of additional disclosures to enable users of financial statements to evaluate the impact of such arrangements on liabilities, cash flows and exposure to liquidity risk. The amendments also clarify that these arrangements provide the entity with extended payment terms, or the entity's suppliers with early payment terms, compared to the related payment due date. The amendments to IAS 7 provide a list of disclosures, to be reported in aggregate form, for SFAs with similar characteristics.

The amendments to IFRS 7 add SFAs to the list of factors that could be considered when providing required disclosures on liquidity risk management, and include such arrangements as a possible source of concentration of liquidity risk. The IASB does not require disclosure of comparative information or disclosure of opening balances during the first year of application.

  • "Amendments to IAS 1 Classification of Liabilities as Current or Non-current", issued in January 2020. The amendments regard the provisions of IAS 1 concerning the presentation of liabilities. More specifically, the amendments eliminate the requirement that the right to defer be unconditional and clarify:
    • the criteria to adopt in classifying a liability as current or non-current, specifying the meaning of right to defer settlement and that that right must exist at the end of the reporting period;
    • that the classification is unaffected by the intentions or expectations of management about the exercise of the right to defer settlement of a liability;
    • that the right to defer exists if and only if the entity satisfies the terms of the liability at the end of the reporting period, even if the creditor does not verify compliance with those terms until later; and
  • that settlement regards the transfer to the counterparty of cash, equity instruments, other assets or services. In this regard, terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instruments (e.g. conversion options) do not affect its classification as current or non-current if, applying IAS 32, the entity classifies the option as an equity instrument, recognizing it separately from the liability.
  • "Amendments to IAS 1 Non-current Liabilities with Covenants", issued in October 2022. The amendments are intended to:
    • clarify that the classification of a liability as current or non-current is subject to any covenants, present in the arrangement if an entity is required to comply with the covenant on or before the end of the reporting period; and
  • improve disclosure when the right to defer settlement of a liability for at least 12 months is subject to compliance with covenants. Specifically, the amendments require disclosures that enable users of financial statements to understand the risk that the liabilities could become repayable within 12 months after the reporting period, including: (i) information about the covenants (including the nature of the covenants and when the entity is required to comply with them) and the carrying amount of related liabilities; (ii) facts and circumstances, if any, that indicate the entity may have difficulty complying with the covenants.
  • "Amendments to IFRS 16 Lease Liability in a Sale and Leaseback", issued in September 2022. The amendments specify the criteria that the seller-lessee shall use in measuring the liability arising from a sale and leaseback transaction in order to ensure that the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use retained by the seller-lessee.

Specifically, IFRS 16 requires the seller-lessee to measure the right-of-use asset arising from a sale and leaseback transaction in proportion to the previous carrying amount of the asset in respect of the

retained right-of-use and, consequently, to recognize only the amount of any capital gain or loss relating to the rights transferred to the buyer-lessor. Moreover, the amendments apply to sale and leaseback transaction in which lease payments include variable payments that do not depend on an index or rate.

The application of these amendments has not had a material impact in these financial statements.

Information on the Income Statement

Revenue

4.a Revenue from sales and services – €110 million

Millions of euro 2024 2023 Change
Group companies 109 107 2
Third parties 1 - 1
Total revenue from sales and services 110 107 3

Revenue from sales and services includes management services provided to the subsidiaries within the management and coordination role as Parent Company (€76 million), IT services (€29 million) and other services (€5 million).

The increase of €3 million reflected the increase in revenue from management services (€11 million), offset by the decrease in revenue from IT services (€7 million) and other services (€1 million).

Revenue from sales and services breaks down by geographical segment as follows:

• €60 million in Italy (€52 million in 2023);

  • €16 million in the European Union (€18 million in 2023);
  • €34 million in other countries (€37 million in 2023).

4.b Other income – €11 million

"Other income" mainly includes the billing of costs for Enel SpA personnel seconded to other Group companies (€8 million), and to Fondazione Centro Studi Enel and Enel Cuore Onlus (a total €2 million). In 2023 the item included the capital gain of €43 million, on the sale of the interest held in the joint venture Rusenergosbyt LLC.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Costs

5.a Purchase of consumables

Costs for the purchase of consumables did not change significantly on the previous year.

5.b Services, leases and rentals – €177 million

Millions of euro 2024 2023 Change
Services 170 197 (27)
Leases and rentals 7 5 2
Total services, leases and rentals 177 202 (25)

Costs for services include costs for services provided by third parties in the amount of €55 million (€75 million in 2023) and by Group companies in the amount of €115 million (€122 million in 2023).

Costs for services provided by third parties decreased by €20 million, reflecting a decrease in costs for system services (€23 million), partly offset by the increase in costs for advertising and sponsorship (€4 million).

Costs for services provided by Group companies decreased by €7 million, due to the decrease in costs for system services (€6 million) and management services (€2 million).

Costs for leases and rentals are represented by lease costs for assets owned by the subsidiary Enel Italia SpA (€5 million) and costs for operating leases (€2 million).

5.c Personnel expenses – €146 million

Millions of euro Notes 2024 2023 Change
Wages and salaries 93 87 6
Social security contributions 28 26 2
Post-employment benefits 24 8 7 1
Other long-term benefits 24 1 (3) 4
Share-based payments 4 2 2
Other costs and other incentive plans 12 16 (4)
Total personnel expenses 146 135 11

Personnel expenses increased by €11 million compared with 2023, mainly attributable to the increase in the average number of employees and the headcount.

The table below shows the average number of employees by category, compared with the previous year, and the actual number of employees at December 31, 2024.

Average number Headcount
No. 2024 2023 Change at Dec. 31, 2024
Managers 184 165 19 189
Middle managers 593 488 105 668
White collar 271 249 22 273
Total 1,048 902 146 1,130

86

5.d Depreciation, amortization and impairment losses – €3,585 million

Millions of euro 2024 2023 Change
Depreciation 5 4 1
Amortization 83 47 36
Impairment losses 3,497 668 2,829
Reversals of impairment losses - - -
Total depreciation, amortization, and impairment losses 3,585 719 2,866

The item came to €88 million and includes depreciation of €5 million and amortization of €83 million.

Impairment losses include impairment losses on the equity investments held in the subsidiaries Enel Holding Finance Srl (€2,587 million), Enel Finance International NV (€862 million), as a result of the impairment test carried out after the partial distribution of available capital reserves, and Enel Reinsurance - Compagnia di riassicurazione SpA (€47 million).

The item also includes impairment losses and reversals of trade and other receivables totaling €1 million.

For details on the criteria used to determine the impairment losses, see note 13 "Equity investments" below.

5.e Other operating costs – €14 million

Other operating costs decreased by €33 million. In 2023, the item reflected the waiver of receivables of the Company and other Group companies in respect of Enel Generación Costanera SA in the amount of €21 million and uncollected receivables due from Rusenergosbyt LLC (€11 million).

6. Income from equity investments – €6,563 million

Millions of euro 2024 2023 Change
Dividends from subsidiaries 6,562 4,269 2,293
Enel Américas SA 399 88 311
Enel Chile SA 216 285 (69)
Enel Finance International NV 1,075 - 1,075
Enel Global Trading SpA 1,103 - 1,103
Enel Green Power SpA 166 - 166
Enel Grids Srl - 267 (267)
Enel Holding Finance Srl 3,225 - 3,225
Enel Iberia SRLU 375 1,415 (1,040)
Enel Italia SpA - 2,214 (2,214)
Enelpower Srl 3 - 3
Dividends from joint ventures 1 - 1
Empresa Propietaria de la Red SA 1 - 1
Total income from equity investments 6,563 4,269 2,294

The item regards dividends approved by subsidiaries, associates and other companies, up by €2,294 million compared with 2023, mainly reflecting:

  • the distribution of available reserves by the subsidiaries Enel Holding Finance Srl in the amount of €3,225 million and the Dutch company Enel Finance International NV in the amount of €1,075 million;
  • the distribution of dividends by Enel Global Trading SpA in the amount of €1,103 million;
  • a decrease in the distribution of dividends by Enel Iberia SRLU in the amount of €1,040 million.

Enel Italia SpA and Enel Grids Srl did not approve any dividend distribution.

At year end, outstanding interim dividends for 2024 included those approved by the subsidiaries Enel Iberia SRLU (€300 million), Enel Américas SA (€294 million) and Enel Chile SA (€35 million), which were collected in January and February 2025.

7. Net financial income/(expense) from derivatives – €96 million

Millions of euro 2024 2023 Change
Income from derivatives
- on behalf of Group companies: 401 762 (361)
- income from derivatives at fair value through profit
or loss
401 762 (361)
- on behalf of Enel SpA: 149 145 4
- income from cash flow hedge derivatives 130 121 9
- income from derivatives at fair value through profit
or loss
19 24 (5)
Total income from derivatives 550 907 (357)
Expense from derivatives
- on behalf of Group companies: 398 766 (368)
- expense from derivatives at fair value through profit
or loss
398 766 (368)
- on behalf of Enel SpA: 56 103 (47)
- expense from cash flow hedge derivatives 36 67 (31)
- expense from derivatives at fair value through profit
or loss
20 36 (16)
Total expense from derivatives 454 869 (415)
TOTAL FINANCIAL INCOME/(EXPENSE)
FROM DERIVATIVES
96 38 58

Net financial income from derivatives on interest and exchange rates came to €96 million (€38 million in 2023).

The increase of €58 million reflects the decrease in net financial expense on cash flow hedge derivatives (€40 million), the decrease in net financial expense on derivatives at fair value through profit or loss (€11 million), entered into on behalf of Enel SpA, and the decrease in net financial expense on derivatives entered into on behalf of Group companies (€7 million).

Net financial income/(expense) recognized in 2024 on both cash flow hedge derivatives and on derivatives at fair value through profit or loss mainly regard hedges on exchange rate risk.

For more details on derivatives, see note 31 ""Financial instruments" and note 33 "Derivatives and hedge accounting".

REPORT AND FINANCIAL STATEMENTS 2024 | ENEL SPA

8. Net other financial income/(expense) – €(404) million

Millions of euro 2024 2023 Change
Other financial income
Interest income
Interest income on short-term financial assets 348 235 113
Total 348 235 113
Exchange gains 14 32 (18)
Other 186 214 (28)
Total 200 246 (46)
Total other financial income 548 481 67
Other financial expense
Interest expense
Interest expense on bank borrowings 145 163 (18)
Interest expense on bonds 140 240 (100)
Interest expense on other borrowings 594 449 145
Total 879 852 27
Exchange losses 64 32 32
Interest expense on defined-benefit plans and other
long-term employee benefits
5 6 (1)
Financial expense on debt management transactions - 7 (7)
Other 4 55 (51)
Total 73 100 (27)
Total other financial expense 952 952 -
NET OTHER FINANCIAL INCOME/(EXPENSE) (404) (471) 67

Other financial income amounted to €548 million, an increase of €67 million on 2023, mainly reflecting:

  • an increase of €113 million in interest income on short-term financial assets;
  • a decrease of €18 million in exchange gains, mainly reflecting developments in exchange rates associated with net debt denominated in currencies other than the euro;
  • a decrease of €28 million in other interest income on guarantees issued on behalf of Group companies.

Other financial expense amounted to €952 million, and did not change compared with 2023.

The increase in financial expense on other borrowings (€145 million) and in exchange losses (€32 million) was offset by the decrease in interest expense on bonds (€100 million) and bank borrowings (€18 million), lower charges on guarantees from third parties (€51 million) and lower financial expense on debt management transactions.

9. Income taxes – €(144) million

Millions of euro 2024 2023 Change
Current taxes (148) (141) (7)
Deferred tax income 1 - 1
Deferred tax expense 3 5 (2)
Total taxes (144) (136) (8)

Income taxes for 2024 showed a benefit of €144 million, mainly as a result in the reduction in the tax base for the corporate income tax (IRES) compared with pre-tax profit due to the exclusion of 95% of the dividends received from the subsidiaries and the deductibility of Enel SpA's interest expense for the Group in accordance with corporate income tax law (Article 96 of the Consolidated Income Tax Code).

The following table reconciles the theoretical tax rate with the effective tax rate.

Millions of euro 2024 % 2023 %
Pre-tax profit 2,454 2,896
Theoretical corporate income taxes (IRES) 589 24.0% 695 24.0%
Tax decreases:
- dividends on equity investments, collected (536) -21.8% (973) -33.6%
- dividends on equity investments, not collected (8) -0.3% (5) -
- uses of provisions (13) -0.5% (12) -0.4%
- other (1,072) -43.7% (47) -1.6%
Tax increases:
- impairment losses/(gains) for the year 839 34.2% 145 5.0%
- accruals to provisions 11 0.4% 12 -
- prior-year expense 1 - 8 0.3%
- other 7 0.3% 7 0.2%
Total current corporate income taxes (IRES) (182) -7.4% (170) -5.9%
Foreign taxes (10) -0.4% 39 -
Difference on estimated income taxes from prior years 21 0.9% - -
Withholdings on dividends from foreign equity
investments
23 0.9% - -
Total deferred tax items 4 0.2% 4 0.1%
- of which changes for the year 4 5
- of which difference of prior-year estimates - (1)
TOTAL INCOME TAXES (144) -5.9% (127) -5.7%

Information on the Statement of Financial Position

Assets

10. Property, plant and equipment – €11 million

Plant and Industrial
and
commercial
Other Leasehold Assets under
construction
and
Millions of euro Land Buildings machinery equipment assets improvements advances Total
Cost 1 6 3 5 35 42 - 92
Accumulated depreciation - (5) (3) (5) (27) (41) - (81)
Balance at Dec. 31, 2022 1 1 - - 8 1 - 11
Capital expenditure - - - - 3 - - 3
Entry into service - - - - - - - -
Depreciation - - - - (4) (1) - (5)
Total changes - - - - (1) (1) - (2)
Cost 1 6 3 5 38 42 - 95
Accumulated depreciation - (5) (3) (5) (31) (42) - (86)
Balance at Dec. 31, 2023 1 1 - - 7 - - 9
Capital expenditure - - - - 5 - - 5
Entry into service - - - - - - - -
Depreciation - - - - (3) - - (3)
Total changes - - - - 2 - - 2
Cost 1 6 3 5 43 42 - 100
Accumulated depreciation - (5) (3) (5) (34) (42) - (89)
Balance at Dec. 31, 2024 1 1 - - 9 - - 11

Property, plant and equipment totaled €11 million, an increase of €2 million on December 31, 2023 reflecting the positive balance between capital expenditure for 2024 (€5 million) and depreciation recognized (€3 million).

11. Intangible assets – €76 million

Intangible assets, all of which have a finite useful life, break down as follows.

Millions of euro Industrial patents and intellectual
property rights
Other intangible assets
under development
Total
Balance at Dec. 31, 2022 76 57 133
Investments 4 41 45
Assets entering service - - -
Amortization (47) - (47)
Total changes (43) 41 (2)
Balance at Dec. 31, 2023 33 98 131
Investments - 28 28
Assets entering service 97 (97) -
Amortization (83) - (83)
Total changes 14 (69) (55)
Balance at Dec. 31, 2024 47 29 76

Industrial patents and intellectual property rights, in the amount of €47 million (€33 million in 2023), mainly regard costs incurred in purchasing applications software. Amortization is calculated on a straight-line basis over the item's residual useful life (three years on average).

Other intangible assets under development amounted to €29 million, a decrease of €69 million, mainly due to past investments entered in operation related to IT projects, digital development projects for the computerization of business processes, compliance and reporting of Holding Company Staff functions, in particular in the areas of Administration, Finance and Control, Legal, Corporate, Regulatory and Antitrust Affairs, External Relations, People and Organization and Audit.

12. Deferred tax assets and liabilities – €111 million and €33 million

Millions of euro at Dec. 31, 2023 Increase/
(Decrease) taken
to profit or loss
Increase/
(Decrease) taken
to equity
at Dec. 31, 2024
Deferred tax assets
Nature of temporary differences:
- provisions for risks and charges
and impairment losses
7 6 - 13
- measurement of financial instruments 64 - 7 71
- other items 35 (8) - 27
Total deferred tax assets 106 (2) 7 111
Deferred tax liabilities
Nature of temporary differences:
- measurement of financial instruments (38) - 13 (25)
- other items (5) (3) - (8)
Total deferred tax liabilities (43) (3) 13 (33)
Excess net deferred IRES tax assets
after any offsetting
63 78

Deferred tax assets totaled €111 million (€106 million at December 31, 2023) and essentially regard deferred tax assets on the fair value measurement of cash flow hedges.

lion at December 31, 2023) and mainly regard deferred taxes on the fair value measurement of cash flow hedge instruments.

Deferred tax liabilities came to €33 million (€43 mil-

The amount of deferred tax assets and liabilities was determined by applying a rate of 24% for IRES.

93

13. Equity investments – €58,478 million

The table below shows the changes during the year for each investment, with the corresponding carrying amounts at the beginning and end of the year, as well as the list of investments held in subsidiaries, joint ventures, associates and other companies.

Impairment Other
changes -
IFRIC 11 &
Carrying Capital
contributions
and loss
Mergers/
Millions of euro Original cost (losses)/gains IFRS 2
at Dec. 31, 2023
amount % holding coverage Spin-offs
A) Subsidiaries
Enel Global Services Srl 70 - 2 72 100.0 - -
Enel Global Trading SpA 1,401 - 2 1,403 100.0 - -
Enel Green Power SpA 2,063 (1,369) 5 699 100.0 - -
Enel Grids Srl 59 - 3 62 100.0 - -
Enel Holding Finance Srl(1) 7,874 - - 7,874 100.0 - -
Enel Iberia SRLU 13,713 - 1 13,714 100.0 - -
Enel Innovation Hubs Srl 70 (63) - 7 100.0 - -
Enel Insurance NV 602 - - 602 100.0 - (602)
Enel Investment Holding BV 4,497 (4,492) - 5 100.0 - -
Enel Italia SpA 12,763 - 6 12,769 100.0 - -
Enel North America Inc. 5,537 - 1 5,538 100.0 1,050 -
Enel Reinsurance -
Compagnia di
riassicurazione SpA(1)
4 - - 4 100.0 - 602
Enel X Srl 239 - 3 242 100.0 - -
Enel X Way Srl 916 - - 916 100.0 - -
Enelpower Srl 189 (163) - 26 100.0 - -
Vektör Enerjí Üretím Anoním
Şírketí
- - - - 100.0 - -
Enel Américas SA 11,658 - - 11,658 82.3 - -
Enel Chile SA 2,671 - - 2,671 64.9 - -
Enel Finance International NV 2,624 - - 2,624 25.0 - -
Enel Green Power Chile SA - - - - - - -
Total subsidiaries 66,950 (6,087) 23 60,886 1,050 -
B) Associates
CESI SpA 23 - - 23 42.7 - -
Total associates 23 - - 23 - -
C) Other companies
Compañía de Transmisión
del Mercosur SA
- - - - - - -
Elcogas SA in liquidation 5 (5) - - 4.3 - -
Empresa Propietaria de la
Red SA
5 3 - 8 11.1 - -
Idrosicilia SpA - - - - 1.0 - -
Red Centroamericana de
Telecomunicaciones SA
- - - - 11.1 - -
Total other companies 10 (2) - 8 - -
TOTAL EQUITY
INVESTMENTS
66,983 (6,089) 23 60,917 1,050 -

(1) The balance at December 31, 2023 reflects a more accurate calculation of the aggregate.

3. Separate financial statements
Net
Original
Impairment
Other changes -
change
cost
(losses)/gains
IFRIC 11 & IFRS 2
Carrying
amount
% holding
at Dec. 31, 2024
- 3
70 73
- 100.0
- 3
1,401 1,404
- 100.0
- 6
2,063 700
(1,369) 100.0
- 4
59 63
- 100.0
(2,587) -
7,874 5,287
(2,587) 100.0
- 1
13,713 13,714
- 100.0
- -
70 7
(63) 100.0
(602) -
- -
- -
- -
4,497 5
(4,492) 100.0
- 7
12,763 12,770
- 100.0
1,050 1
6,587 6,588
- 100.0
555 -
606 559
(47) 100.0
- 4
239 243
- 100.0
- -
916 916
- 100.0
- -
189 26
(163) 100.0
- -
- -
- 100.0
- -
11,658 11,658
- 82.3
- -
2,671 2,671
- 64.9
(862) -
2,624 1,762
(862) 25.0
- -
- -
- -
(2,446)
68,000
(9,583)
29
58,446
-
23
-
-
23
-
-
23
42.7
-
23
- -
- -
- -
- -
5 -
(5) 4.3
1 -
5 9
4 11.1
- -
- -
- 1.0
- -
- -
- 11.1
1
10
(1)
-
9
(2,445)
68,033
(9,584)
29
58,478

(1) The balance at December 31, 2023 reflects a more accurate calculation of the aggregate.

TOTAL EQUITY INVESTMENTS

Other changes - IFRIC 11 & IFRS 2

Capital contributions and loss coverage

The table below reports changes in equity investments in 2024.

Millions of euro
Increases
Capital contribution to Enel North America Inc. 1,050
Revaluation of investment held in Empresa Propietaria de la Red SA 1
Total increases 1,051
Decreases
Impairment loss on Enel Holding Finance Srl (2,587)
Impairment loss on Enel Finance International NV (862)
Impairment loss on Enel Reinsurance - Compagnia di riassicurazione SpA (47)
Total decreases (3,496)
NET CHANGE (2,445)

In 2024 the carrying amount of investments in subsidiaries, joint ventures, associates and other companies decreased by €2,445 million as a result of:

• the impairment loss of €862 million on the investment held in Enel Finance International NV, mainly reflecting the impairment test carried out after the partial distribution of available capital reserves for a total of €4,300 million to its shareholders, Enel SpA and Enel Holding Finance Srl, proportionally to equity held;

96

• the impairment loss of €2,587 million on the investment held in the subsidiary Enel Holding Finance Srl, reflecting the impairment test carried out after the partial distribution of available capital reserves in the amount of €3,225 million to Enel SpA;

  • the impairment loss of €47 million on the investment held in the subsidiary Enel Reinsurance - Compagnia di riassicurazione SpA to reflect the economic and financial situation of the company;
  • a capital contribution of €1,050 million (equal to \$1,100 million) to the subsidiary Enel North America Inc., on December 12, 2024, in order to optimize the company's financial structure by maximizing the impact of liability management operations;

• the increase in the fair value measurement of the equity investment in Empresa Propietaria de la Red SA in the amount of €1 million.

As from January 1, 2024, the Dutch captive company Enel Insurance NV merged into the Italian Enel Reinsurance - Compagnia di riassicurazione SpA.

In accordance with IFRS 2, the carrying amount of investments in the subsidiaries involved in the sharebased incentive plans for the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code has also been increased by the fair value of the equity component for the year, recognized in specific equity reserves, in the overall amount of €6 million. In the case of the award of equity instruments to the employees of indirect subsidiaries, the carrying amount of the equity investment in the direct subsidiary was increased.

The following table shows the assumptions used in determining the impairment loss on the investments held in Enel Finance International NV and Enel Holding Finance Srl.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Millions
of euro
Original
cost
Growth
rate(1)
Pre-tax
WACC
discount
rate
Explicit
period
of cash
flows
Terminal
value(2)
Carrying
amount
post
impairment
Original
cost
Growth
rate(1)
Pre-tax
WACC
discount
rate
Explicit
period
of cash
flows
Terminal
value(2)
Carrying
amount
post
impairment
at Dec. 31, 2024 at Dec. 31, 2023
Enel Finance
International
NV
2,624 0.04% 11.6% 3 years Perpetuity 1,762 2,624 2.10% 13.3% 3 years Perpetuity 2,624
Enel Holding
Finance Srl
7,874 0.04% 11.6% 3 years Perpetuity 5,287 7,874 2.10% 13.3% 3 years Perpetuity 7,874

(1) Perpetual growth rate for cash flows after the explicit forecast period.

(2) The terminal value has been estimated on the basis of a perpetuity or an annuity with a rising yield for the years indicated in the column.

The recoverable amount of the equity investments recognized through the impairment tests was estimated by calculating the equity value of the investments through an estimate of their value in use using discounted cash flow models, which involve estimating expected future cash flows and applying an appropriate discount rate, selected on the basis of market inputs such as risk-free rates, betas and market risk premiums. For the purpose of comparing the carrying amount of the investments, the enterprise value resulting from the estimation of future cash flows was converted into the equity value by subtracting the net financial position of the investee and other balance sheet items relevant for estimating the equity value. Cash flows were determined on the basis of the best information available at the time of the estimate and drawn for the explicit period from the 2025-2027 Business Plan approved by the Board of Directors of the Company on November 17, 2024, containing forecasts for volumes, revenue, operating costs, capital expenditure, industrial and commercial organization and developments in the main macroeconomic variables (inflation, nominal interest rates and exchange rates) and commodity prices. The explicit period of cash flows considered in impairment testing for these equity investments differs in accordance with the specific features and business cycles of the various companies. The terminal value, on the other hand, was calculated as a perpetuity or annuity with a growth rate representing the long-term rate of growth outlook of the companies (depending on the country and business involved).

With regard to the investments held in the companies Enel Finance International NV, Enel Holding Finance Srl and Enel Reinsurance - Compagnia di riassicurazione SpA, the negative difference between the carrying amount of the investments and their equity represented a trigger event, following which the equity value of the investments in consideration of their expected future cash flows was determined by means of an impairment test.

With regard to the investments held in the companies Enel Italia SpA, Enel X Way Srl, Enel X Srl, Enel Green Power SpA, Enel Grids Srl and Enel Global Services Srl the carrying amount is deemed to be recoverable even if individually greater than equity at December 31, 2024 for each investee. This circumstance is not felt to represent an impairment loss in respect of the investment but rather a temporary mismatch between the two amounts. More specifically, for the companies Enel Italia SpA, Enel X Way Srl, Enel X Srl, Enel Green Power SpA, Enel Grids Srl and Enel Global Services Srl the negative difference between the carrying amount of the investments and their equity represented a trigger event, following which the equity value of the investments in consideration of their expected future cash flows was determined by means of an impairment test. As a result of this test, a greater value emerged that was not reflected in equity to an extent necessary to confirm the full recoverability of the value of the investments.

It should also be noted that these investments have passed their related impairment tests.

The share certificates for Enel SpA's investments in Italian subsidiaries are held in custody at Monte dei Paschi di Siena.

The following table reports the share capital and equity of the investments in subsidiaries, joint ventures, associates and other investees at December 31, 2024.

Registered
office
Currency Share capital Equity
(millions of
euro)
Prior year
profit/(loss)
(millions of
euro)
% holding Carrying
amount
(millions of
euro)
A) Subsidiaries
Enel Global Services Srl Rome EUR 10,000 52 1 100.0 73
Enel Global Trading SpA Rome EUR 90,885,000 1,794 1,161 100.0 1,404
Enel Green Power SpA Rome EUR 272,000,000 358 (134) 100.0 700
Enel Grids Srl Rome EUR 10,100,000 48 3 100.0 63
Enel Holding Finance Srl Rome EUR 10,000 5,285 636 100.0 5,287
Enel Iberia SRLU Madrid EUR 336,142,500 24,063 775 100.0 13,714
Enel Innovation Hubs Srl Rome EUR 1,100,000 8 - 100.0 7
Enel Investment Holding BV Amsterdam EUR 1,000,000 4 (1) 100.0 5
Enel Italia SpA Rome EUR 100,000,000 10,200 2,119 100.0 12,770
Enel North America Inc.(1) Andover USD 50 7,669 165 100.0 6,588
Enel Reinsurance -
Compagnia di
riassicurazione SpA
Rome EUR 3,000,000 555 30 100.0 559
Enel X Srl Rome EUR 1,050,000 (52) (159) 100.0 243
Enel X Way Srl Rome EUR 6,026,000 194 (113) 100.0 916
Enelpower Srl Milan EUR 2,000,000 27 1 100.0 26
Vektör Enerji Üretim
Anonim Şirketi
Istanbul TRY 3,500,000 (8) (1) 100.0 -
Enel Américas SA Santiago USD 15,799,226,825 17,639 1,763 82.3 11,658
Enel Chile SA Santiago CLP 3,882,103,470,184 3,479 229 64.9 2,671
Enel Finance International NV Amsterdam EUR 1,478,810,371 5,683 335 25.0 1,762
Enel Green Power Chile SA Santiago USD 599,261,770 967 50 - -
B) Associates
CESI SpA Milan EUR 8,550,000 101 2 42.7 23
C) Other companies
Compañía de Transmisión
del Mercosur SA
Buenos Aires ARS 2,025,191,313 3 (1) - -
Elcogas SA in liquidation Puertollano EUR 809,690 - - 4.3 -
Empresa Propietaria
de la Red SA
Panama USD 58,500,000 340 23 11.1 9
Idrosicilia SpA Milan EUR 22,520,000 35 - 1.0 -
Red Centroamericana
de Telecomunicaciones SA
Panama USD 2,700,000 - - 11.1 -

(1) Based on the consolidated financial statements at December 31, 2024.

Equity investments in other companies at December 31, 2024 are all related to unlisted companies. During the transition to IFRS 9, the option of measuring these financial assets at fair value through other comprehensive income was applied.

The investment in Elcogas SA was completely written off in 2014 and since January 1, 2015, the company, in which Enel has a stake of 4.3%, is in liquidation. The profit participation loan of €6 million granted in 2014 has also been written down to take account of accumulated losses.

3. Separate financial statements

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023
Equity investments in unlisted companies measured at FVOCI 9 8
Empresa Propietaria de la Red SA 9 8
Red Centroamericana de Telecomunicaciones SA - -
Compañía de Transmisión del Mercosur SA - -
Elcogas SA in liquidation - -
Idrosicilia SpA - -

14. Derivatives – €179 million, €107 million, €581 million, €102 million

Millions of euro Non-current Current
at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023
Derivative financial assets 179 261 107 76
Derivative financial liabilities 581 620 102 106

For more details about the nature, recognition and classification of derivative financial assets and liabilities, please see notes 31 "Financial instruments", and 33 "Derivatives and hedge accounting".

15. Other non-current financial assets – €4 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change
Financial prepayments 1 7 (6)
Other non-current financial assets
included in debt
15.1 3 3 -
Total 4 10 (6)

Financial prepayments essentially refer to the remaining portion of the transaction costs of the revolving sustainability-linked credit lines.

15.1 Other non-current financial assets included in debt – €3 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Other loan assets 3 3 -
Total 3 3 -

Other loan assets are accounted for by loans to employees.

16. Other non-current assets – €68 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Tax assets 12 9 3
Amounts due from subsidiaries for assumption
of supplementary pension plan liabilities
56 64 (8)
Total other non-current assets 68 73 (5)

Tax assets include the residual amount of €9 million due in respect of the claim for reimbursement for excess income tax paid as a result of not partially deducting IRAP in calculating taxable income for IRES purposes. These claims were submitted by Enel SpA on its own behalf for 2003 and on its own behalf and as the consolidating company for 2004-2011.

The item includes the asset of €3 million, arising from the definitive calculation of the withholding tax levied on the dividends of Enel Américas SA pertaining to 2021.

Amounts due from subsidiaries for assumption of supplementary pension plan liabilities refer to amounts due in respect of the assumption by Group companies of their share of the supplementary pension plan. The terms of the agreement state that the Group companies concerned are to reimburse the costs of extinguishing defined-benefit obligations of the Parent, which are recognized under employee benefits.

On the basis of actuarial forecasts made using current assumptions, the plan will expire within the following five years.

17. Trade receivables – €197 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Trade receivables:
- due from subsidiaries 192 163 29
- due from third-party customers 5 4 1
Total 197 167 30

Trade receivables due from subsidiaries primarily regard the management and coordination services and other activities performed by Enel SpA on behalf of Group companies. The increase on December 31, 2023, reflects developments in the revenue connected with those services.

Trade receivables from third-party customers concern services of various types.

Trade receivables due from subsidiaries break down as follows.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Subsidiaries
Edistribución Redes Digitales SLU 4 5 (1)
e-distribuzione SpA 16 17 (1)
Endesa Energía SAU 2 2 -
Endesa Generación SAU 3 3 -
Endesa SA 8 8 -
Enel Américas SA 1 2 (1)
Enel Brasil SA 57 33 24
Enel Chile SA 5 8 (3)
Enel Distribución Chile SA 1 2 (1)
Enel Distribución Perú SAA - 3 (3)
Enel Energia SpA 8 4 4
Enel Generación Chile SA 2 2 -
Enel Generación Perú SAA - 2 (2)
Enel Global Services Srl 13 13 -
Enel Green Power Chile SA 2 3 (1)
Enel Green Power Hellas SA 7 6 1
Enel Green Power Italia Srl 3 2 1
Enel Green Power North America Inc. 1 2 (1)
Enel Green Power SpA 5 3 2
Enel Grids Srl 1 1 -
Enel Italia SpA 3 (1) 4
Enel North America Inc. 4 2 2
Enel Produzione SpA 5 5 -
Enel X Srl 6 2 4
Enel X Way Srl - 2 (2)
Gas y Electricidad Generación SAU 2 2 -
Servizio Elettrico Nazionale SpA - 1 (1)
Vektör Enerjí Üretím Anoním Şírketí 8 8 -
Other 25 21 4
Total 192 163 29

Trade receivables by geographical segment are shown below.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Italy 68 57 11
EU 34 31 3
Non-EU Europe 1 1 -
Other 94 78 16
Total 197 167 30

18. Income tax assets – €189 million

Income tax assets essentially regard the Company's IRES credit for estimated current taxes for 2024 (€182 million) and the credit for withholding tax on interest

income (€9 million), partly offset by positions relating to the withholding tax (€2 million).

19. Other current financial assets – €2,678 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change
Other current financial assets included
in debt
19.1 2,627 6,428 (3,801)
Other sundry current financial assets 51 55 (4)
Total 2,678 6,483 (3,805)

For more information on "other current financial assets included in debt", please see note 19.1.

"Other current financial assets" essentially refer to current accrued financial income, mainly on cash flow hedge derivatives on interest, of €35 million (unchanged compared with December 31, 2023), financial assets in respect of the outcome of derivative positions amounting to €11 million (€5 million at December 31, 2023) and current financial prepaid expense of €6 million (unchanged from December 31, 2023), relating to charges incurred for the signing of credit lines.

19.1 Other current financial assets included in debt – €2,627 million

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change
Loan assets due from Group companies:
- short-term loan assets (intercompany
current accounts)
31.1.1 2,161 5,934 (3,773)
- short-term financing - 6 (6)
Total 2,161 5,940 (3,779)
Loan assets due from others:
- other loan assets 5 6 (1)
- cash collateral for margin agreements
on OTC derivatives
31.1.1 461 482 (21)
Total 466 488 (22)
TOTAL 2,627 6,428 (3,801)

20. Other current assets – €1,181 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Tax assets 13 13 -
Other amounts due from Group companies 1,144 1,552 (408)
Other amounts due 24 16 8
Total 1,181 1,581 (400)

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Tax assets amounted to €13 million and essentially includes the tax asset of €8 million in respect of the IRES reimbursement for 2011-2014 paid to Enel SpA following an agreement procedure (MAP) begun in 2021 and completed in 2022 with an agreement between the Italian and Spanish tax authorities eliminating the double taxation charged to the multinational group following adjustments made to transfer prices applied in transactions between Enel SpA and its Spanish subsidiaries in 2011, 2012, 2013 and 2014.

Other amounts due from Group companies essentially

regard receivables for the interim dividend approved by the subsidiaries Enel Iberia SRLU (€300 million), Enel Américas SA (€294 million) and Enel Chile SA (€35 million), receivables in respect of the Group companies participating in the consolidated taxation mechanism (€507 million), as well as VAT assets in respect of companies participating in the Group VAT mechanism (€8 million).

Other amounts due amounted to €24 million, an increase of €8 million on 2023.

21. Cash and cash equivalents – €2,121 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Bank and post office deposits 2,121 1,122 999
Total 2,121 1,122 999

Cash and cash equivalents came to €2,121 million, an increase of €999 million from December 31, 2023, mainly reflecting the increase in dividends received by Group companies in the year.

For more information see the note on "Cash flows" in the section "Performance and financial position of Enel SpA" in the Report on Operations.

Liabilities and equity

22. Equity – €36,386 million

Equity amounted to €36,386 million, a decrease of €1,497 million from December 31, 2023.

The change is mainly attributable to:

• profit for the year of €2,536 million;

  • the distribution of the balance of the dividend for 2023 in the amount of €0.215 per share (for a total €2,186 million), as approved by the Sharholders' Meeting on May 23, 2024 and the interim dividend for 2024 approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025 (€0.215 per share for a total €2,186 million);
  • the net change in perpetual hybrid bonds in the amount of €592 million;
  • the payment of coupons to holders of perpetual hybrid bonds for a total €246 million.

Share capital – €10,167 million

At December 31, 2024 the fully subscribed and paidup share capital of Enel SpA totaled €10,166,679,946, represented by the same number of ordinary shares with a par value of €1.00 each.

The share capital is unchanged compared with the amount reported at December 31, 2023.

At December 31, 2024, based on the shareholders register and the notices submitted to CONSOB and received by the Company pursuant to Article 120 of Legislative Decree 58 of February 24, 1998, as well as other available information, shareholders with interests of greater than 3% in the Company's share capital were the Ministry for the Economy and Finance (with a 23.585% stake) and BlackRock Inc. (with a 5.023% stake held for asset management purposes).

Negative treasury share reserve – €(78) million

On July 25, 2024, the Board of Directors of the Company, implementing the authorization granted by the Shareholders' Meeting held on May 23, 2024, approved the launch of a share buyback program for 2.9 million, equivalent to about 0.029% of Enel's share capital.

The program, which began on September 16, 2024 and was completed on November 8, 2024, was introduced to serve the 2024 Long-Term Incentive Plan for the management of Enel and/or of its subsidiaries pursuant to Article 2359 of the Italian Civil Code (2024 LTI Plan) which was also approved by Enel's Shareholders' Meeting of May 23, 2024.

As a result of these transactions, a total of 2,900,000 Enel shares were acquired at a volume-weighted average price of €7.0210 per share, for a total €20 million. Moreover, a total of 905,436 shares were granted, following achievement of performance targets, to the beneficiaries of the 2020 and 2021 LTI Plans, for €7 million.

As a result of the award and considering the treasury shares already owned, at December 31, 2024 Enel held 12,079,670 treasury shares, equal to about 0.1188% of share capital, serving the Long-Term Incentive Plans (the LTI Plans for 2021, 2022, 2023 and 2024).

In accordance with Article 2357-ter, paragraph 2, of the Civil Code, treasury shares do not participate in the distribution of the dividend.

For more details, please see note 35 "Share-based payments".

Perpetual hybrid bonds – €7,145 million

Perpetual hybrid bonds increased by €592 million, due to a new issue in February 2024 in the amount of €889 million, recognized net of transaction costs, partly offset by the repayment of the residual portion of a hybrid bond in January 2024, in the amount of €297 million.

On February 20, 2024 Enel SpA launched the issue of non-convertible, subordinated, perpetual, hybrid bonds for institutional investors on the European market, denominated in euros, with an aggregate principal amount of €900 million.

The issuance is carried out in execution of the resolution of the Company's Board of Directors of December 18, 2023 which authorized Enel to issue, by December 31, 2024, one or more non-convertible subordinated hybrid bonds.

The single-tranche non-convertible €900 million subordinated perpetual hybrid bond has no fixed maturity, and is due and payable only in the event of the winding up or liquidation of the Company, as specified in the relevant terms and conditions.

The securities are listed on the regulated market of the Irish Stock Exchange (Euronext Dublin). During 2024, the Company paid coupons to holders of perpetual hybrid bonds for €246 million.

Other reserves– €11,745 million

Share premium reserve – €7,496 million

The share premium reserve was unchanged compared with the previous year.

Legal reserve – €2,034 million

The legal reserve, equal to 20.0% of share capital, is unchanged compared with the previous year.

Reserve pursuant to Law 292/1993 – €2,215 million

The reserve shows the remaining portion of the adjustments carried out when Enel was transformed from a public entity to a joint-stock company.

In the case of a distribution of this reserve, the tax treatment for capital reserves as defined by Article 47 of the Consolidated Income Tax Code shall apply.

Other reserves – €168 million

Other reserves include €19 million related to the reserve for capital grants, which reflects 50% of the grants received from Italian public entities and EU bodies in application of related laws for new works (pursuant to Article 55 of Presidential Decree 917/1986), which is recognized in equity in order to take advantage of tax deferment benefits.

The item also includes the reserves established to recognize the value of the equity component granted to the management of the Company and the subsidiaries as part of the 2019-2024 Long-Term Incentive Plans in the amount of €22 million and the unavailable reserve established for the purchase of treasury shares in the amount of €78 million.

It also includes €29 million in respect of the stock option reserve and €20 million for other reserves.

Hedging reserve – €(147) million

At December 31, 2024 the item includes the hedging reserve, a negative €149 million (net of the positive tax effect of €47 million), and the hedging costs reserve, a positive €2 million (net of tax effect of €1 million).

Reserve from measurement of financial assets at FVOCI - €4 million

At December 31, 2024 the valuation reserve for financial assets at FVOCI came to €4 million reflecting the

fair vale measurement of Empresa Propietaria de la Red SA for €1 million.

Actuarial reserve – €(25) million

At December 31, 2024 the actuarial reserve amounted to €25 million (net of the positive tax effect of €6 million). The reserve includes actuarial gains and losses recognized directly in equity, as the corridor approach is no longer permitted under the new version of "IAS 19 - Employee Benefits".

The table below provides a breakdown of changes in the hedging and actuarial reserves in 2023 and 2024.

Millions
of euro
Gross gains/
(losses)
recognized
in equity
during the
year
Gross
released
to profit
or loss
Taxes Other
changes
Gross gains/
(losses)
recognized
in equity
during the
year
Gross
released
to profit
or loss
Taxes Other
changes
at Jan. 1,
2023
at Dec. 31,
2023
at Dec. 31,
2024
Hedging
reserve
(24) (257) 207 17 (23) (80) 2 (72) 22 (21) (149)
Hedging
costs reserve
(3) - - - - (3) 7 (2) - - 2
Reserve from
measurement
of financial
assets at
FVOCI
2 1 - - - 3 1 - - - 4
Actuarial
reserve
(22) (7) - 2 - (27) 2 - - - (25)
Gains/
(Losses)
recognized
directly in
equity
(47) (263) 207 19 (23) (107) 12 (74) 22 (21) (168)

Retained earnings – €6,995 million

For 2024 the item showed a decrease of €1,597 million mainly due to:

  • the resolution of the Shareholders' Meeting of May 23, 2023, providing for the distribution to the shareholders of a dividend balance in the amount of €1,525 million and the allocation to this reserve of the remainder of profit for a total €5 million, including the portion of the undistributed dividend balance in respect of treasury shares held in the portfolio at the record date of July 23, 2024;
  • the allocation of profit for the year 2023, in execution of the resolution of the Shareholders' Meeting of May 23, 2024, covering the amounts paid in 2023 as coupons to the holders of non-convertible subordinated perpetual hybrid bonds for a total €182 million;
  • the payment of coupons in the total amount of €246 million to the holders of perpetual hybrid bonds;
  • the partial release of the unavailable reserve following the award of treasury shares to the beneficiaries of the Long-Term Incentive Plans for 2020 and 2021, for a total €7 million;
  • a specific unavailable reserve of €21 million, established for the purchase of treasury shares serving the 2024 LTI Plan and the conclusion of the 2023 LTI Plan;
  • waived collection of the 2024 interim dividend on treasury shares held at the record date of January 21, 2025 in the amount of €3 million.

Profit for the year – €412 million

Profit for 2024, net of the interim dividend 2024 of €0.215 per share (a total €2,186 million), came to €412 million.

The table below shows the availability of reserves for distribution.

Millions of euro at Dec. 31, 2024 Possible uses Amount available
Share capital 10,167
Capital reserves:
- share premium reserve 7,496 ABC 7,496
- equity instruments – perpetual hybrid bonds 7,145
Income reserves:
- legal reserve 2,034 B
- negative treasury share reserve (78)
- reserve pursuant to Law 292/1993 2,215 ABC 2,215
- hedging reserve (147)
- reserve from measurement of financial assets at FVOCI 4
- reserve for capital grants 19 ABC 19
- stock option reserve 29 ABC 29(1)(2)
- actuarial reserve (25)
- reserve for share-based payments (LTI) 22
- other 98 ABC 20
Retained earnings/(loss carried forward) 6,995 ABC 6,995
Total 35,974 16,774
of which amount available for distribution 16,771

A: for capital increases.

B: to cover losses.

C: for distribution to shareholders.

(1) Regards lapsed options.

(2) Not distributable in the amount of €3 million regarding options granted by the Parent to employees of subsidiaries that have lapsed.

107

There are no restrictions on the distribution of the reserves pursuant to Article 2426, paragraph 1(5), of the Italian Civil Code since there are no unamortized startup and expansion costs or research and development expenditure, or departures pursuant to Article 2423, paragraph 4, of the Civil Code.

It should be noted that, in the three previous years, the

available reserve denominated "retained earnings" has been used in the amount of €1,525 million for the distribution of dividends to shareholders.

22.1 Dividends

The table below shows the dividends paid by the Company in 2023 and 2024.

Amount distributed (in millions of euro) Dividend per share (in euro)
Dividends distributed in 2023
Dividends for 2022 4,064 0.40
Interim dividend for 2023(1) - -
Special dividends - -
Total dividends distributed in 2023 4,064 0.40
Dividends distributed in 2024
Dividends for 2023 4,367 0.43
Interim dividend for 2024(2) - -
Special dividends - -
Total dividends distributed in 2024 4,367 0.43

(1) Approved by the Board of Directors on November 7, 2023 and paid as from January 24, 2024 (interim dividend per share of €0.215 for a total of €2,186 million).

(2) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025 (interim dividend per share of €0.215 for a total of €2,186 million).

Dividends distributed are shown net of the amounts attributable to treasury shares held at the respective record dates. The Company waived collection of dividends on these shares, which were recognized under retained earnings.

The dividend for 2024, equal to €0.47 per share, amounting to a total €4,778 million (of which €0.215 per share for a total €2,186 million already paid as an interim dividend), will be proposed to the Shareholders' Meeting of May 22, 2025 at a single call.

These separate financial statements do not reflect the effects of the distribution of this dividend for 2024 to shareholders, with the exception of liabilities due to shareholders for the 2024 interim dividend approved by the Board of Directors on November 6, 2024 in the maximum potential amount of €2,186 million, and paid as from January 22, 2025 net of the amount pertaining to the 12,079,670 treasury shares held as at the record date of January 21, 2025.

During the year, the Company also paid coupons to-

taling €246 million to the holders of perpetual hybrid bonds.

22.2 Capital management

The Company's objectives for managing capital comprise safeguarding the business as a going concern, creating value for stakeholders and supporting the development of the Group. In particular, the Company seeks to maintain an adequate capitalization that enables it to achieve a satisfactory return for shareholders and ensure access to external sources of financing, in part by maintaining an adequate rating.

In this context, the Company manages its capital structure and adjusts that structure when changes in economic conditions so require. There were no substantive changes in objectives, policies or processes in 2024.

To this end, the Company constantly monitors developments in the level of its debt in relation to equity. The situation at December 31, 2024 and 2023, is summarized in the following table.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Non-current financial debt (17,345) (17,855) 510
Net current financial debt (2,229) (2,261) 32
Non-current financial assets and long-term securities 3 3 -
Net financial debt (19,571) (20,113) 542
Equity 36,386 37,883 (1,497)
Debt/equity ratio (0.54) (0.53) (0.01)

23. Borrowings – €17,345 million, €567 million, €6,410 million

Millions of euro Non-current Current
at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023
Long-term borrowings 17,345 17,855 567 1,179
Short-term borrowings - - 6,410 8,632

For more details about the nature, recognition and classification of borrowings, please see note 31 "Financial instruments".

24. Employee benefits – €112 million

108

The Company provides its employees with a variety of benefits, including deferred compensation benefits, additional months' pay, indemnities in lieu of notice, loyalty bonuses, supplementary pension plans, supplementary healthcare plans, additional indemnity for FOPEN pension contributions, FOPEN pension contributions in excess of deductible amount and personnel incentive plans.

The item includes accruals made to cover post-employment benefits under defined-benefit plans and other long-term benefits to which employees are entitled by law, by contract, or under other forms of employee incentive schemes.

These obligations, in accordance with IAS 19, were determined using the projected unit credit method.

The following table reports the change during the year in the defined-benefit obligation, as well as a reconciliation of the defined-benefit obligation with the obligation recognized at December 31, 2024 and at December 31, 2023.

3. Separate financial statements
2024 2023
Millions of euro Pension
benefits
Health
insurance
Other
benefits
Total Pension
benefits
Health
insurance
Other
benefits
Total
CHANGES IN ACTUARIAL
OBLIGATION
Actuarial obligation at January 1 88 28 5 121 96 27 8 131
Current service cost - 1 1 2 - 1 2 3
Interest expense 3 1 - 4 3 1 - 4
Actuarial (gains)/losses arising from
changes in financial assumptions
- (1) - (1) 1 1 - 2
Experience adjustments 1 (2) - (1) 5 - - 5
Past service cost - - - - - - - -
Other payments (15) (2) (1) (18) (17) (2) (1) (20)
Other changes 2 3 - 5 - - (4) (4)
Actuarial obligation
at December 31
79 28 5 112 88 28 5 121
Millions of euro 2024 2023
(Gains)/Losses taken to profit or loss
Service cost 2 3
Interest expense 4 4
Total 6 7
Millions of euro 2024 2023
Remeasurement (gains)/losses in OCI
Actuarial (gains)/losses on defined-benefit plans (2) 7
Total (2) 7

The current service cost for employee benefits in 2024 came to €6 million (€7 million in 2023). The main actuarial assumptions used to calculate the liabilities arising from employee benefits, which are consistent with those used the previous year, are set out below.

2024 2023
Discount rate 2.75%-3.20% 3.30%-3.40%
Rate of wage increases 2.00%-4.00% 2.30%-4.30%
Rate of increase in healthcare costs 3.00% 3.30%

The following table reports the outcome of a sensitivity analysis that demonstrates the effects on the liability for healthcare plans as a result of changes reasonably possible at the end of the year in the actuarial assumptions used in estimating the obligation.

Millions of euro An increase
of 0.5% in
discount rate
A decrease
of 0.5% in
discount rate
An increase
of 0.5% in
inflation rate
An increase
of 0.5% in
remuneration
An increase
of 0.5% in
pensions
currently
being paid
An increase
of 1% in
healthcare
costs
An increase of
1 year in life
expectancy of
active and retired
employees
Healthcare
plans: ASEM
(2) 2 (2) 4 30

25. Provisions for risks and charges – €29 million

Provisions for risks and charges cover probable potential liabilities that could arise from legal proceedings and other disputes, without considering the effects of rulings that are expected to be in the Company's favor and those for which any charge cannot be quantified with reasonable certainty.

taken account of both the charges that are expected to result from court rulings and other dispute settlements for the year and an update of the estimates for positions arising in previous years.

The following table shows changes in provisions for risks and charges.

In determining the balance of the provision, we have

Taken to profit or loss
Millions of euro Accruals Reversals Utilization Other changes Total
at Dec. 31, 2023 at Dec. 31, 2024
of which current
portion
Provision for litigation and
other risks and charges:
- litigation 3 2 (1) (2) - 2 2
- other 3 - - - - 3 -
Total 6 2 (1) (2) - 5 2
Provision for early
retirement incentives
24 10 - (11) 1 24 12
TOTAL PROVISIONS FOR
RISKS AND CHARGES
30 12 (1) (13) 1 29 14

110

The €1 million decrease in the provision for litigation mainly reflects the reversal to profit or loss of provisions for outstanding disputes. The provision mainly refers to labor disputes.

The provision for early retirement incentive plans adopted by the Company is essentially unchanged compared with 2023.

26. Other non-current liabilities – €17 million

Other non-current liabilities came to €17 million (€20 million at December 31, 2023) and regard, in the amount of €8 million, the debt towards Group companies that initially arose following Enel SpA's application (submitted in its capacity as the consolidating company) for reimbursement for 2004-2011 of the additional income taxes paid as a result of not deducting part of IRAP in computing taxable income for IRES purposes. The liability in respect of the subsidiaries is balanced by the recognition of non-current tax assets (note 16). The item also includes the liability to employees (€5 million) for early termination incentive plans adopted by the Company (€8 million at December 31, 2023) and the non-current portion of deferred income in respect of up-front fees made at the time of the establishment of a number of hedging derivative positions in the amount of €4 million (€4 million at December 31, 2023), in previous years, which are released to profit or loss on the basis of the amortization plan for the entire duration of the derivative itself.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

27. Trade payables – €132 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Trade payables:
- due to third parties 51 48 3
- due to Group companies 81 87 (6)
Total 132 135 (3)

Trade payables mainly include payables for the provision of services and other activities.

Trade payables due to subsidiaries at December 31, 2024 break down as follows.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Subsidiaries
Endesa SA - 1 (1)
Enel Brasil SA 1 - 1
Enel Global Services Srl 40 53 (13)
Enel Global Trading SpA 1 1 -
Enel Green Power SpA 7 5 2
Enel Grids Srl 6 6 -
Enel Iberia SRLU 4 5 (1)
Enel Innovation Hubs Srl 4 5 (1)
Enel Italia SpA 10 4 6
Enel Produzione SpA 1 1 -
Enel X Srl 2 - 2
Other 5 6 (1)
Total 81 87 (6)

Trade payables break down by geographical area as follows.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Suppliers
Italy 121 121 -
EU 5 7 (2)
Non-EU Europe 5 1 4
Other 1 6 (5)
Total 132 135 (3)

28. Other current financial liabilities – €178 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Deferred financial liabilities 169 213 (44)
Other items 9 13 (4)
Total 178 226 (48)

Deferred financial liabilities mainly consist of interest expense accrued on financial debt, while the other items essentially include amounts due to banks and Group companies that accrued as of December 31, 2024, but were to be settled in the following year, comprising financial expense on hedge derivatives on commodity exchange rates entered into on behalf of Group companies.

29. Net financial position and long-term financial assets and securities – €19,571 million

The following table shows the net financial position on the basis of the items on the statement of financial position.

Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Change
Long-term borrowings 23 17,345 17,855 (510)
Short-term borrowings 23 6,410 8,632 (2,222)
Current portion of long-term borrowings 23 567 1,179 (612)
Other non-current financial assets
included in debt
15.1 3 3 -
Other current financial assets included
in debt
19.1 2,627 6,428 (3,801)
Cash and cash equivalents 21 2,121 1,122 999
Total 19,571 20,113 (542)

The net financial debt at December 31, 2024 and December 31, 2023 is reported below in accordance with Guideline 39, issued on March 4, 2021, by ESMA, applicable as from May 5, 2021, and with warning notice no. 5/2021 issued by CONSOB on April 29, 2021, which replaced references to the CESR Recommendations and those in Communication no. DEM/6064293 of July 28, 2006 regarding the net financial position.

emarket
sdir storage
CERTIFIED
3. Separate financial statements
Millions of euro
at Dec. 31, 2024 at Dec. 31, 2023 Change
of which with of which with
related parties
related parties
Liquidity
Bank and post office deposits 2,121 1,122 999
Liquid assets 2,121 1,122 999
Cash equivalents - - -
Short-term loan assets 2,627 6,428 (3,801)
Other current financial assets 2,627 2,161 6,428 5,934 (3,801)
Liquidity 4,748 7,550 (2,802)
Current financial debt
Current bank debt - (1) 1
Other short-term borrowings (6,410) (6,306) (8,631) (8,461) 2,221
Current financial debt (including debt instruments) (6,410) (8,632) 2,222
Current portion of long-term bank borrowings (567) (1,179) 612
Non-current financial debt (current portion) (567) (1,179) 612
Current financial debt (6,977) (9,811) 2,834
Net current financial debt (2,229) (2,261) 32
Non-current financial debt
Long-term bank borrowings (1,000) (1,316) 316
Non-bank financing (leases) (2) - (2)
Other long-term borrowings (14,142) (14,274) 132
Non-current financial debt (excluding current
portion and debt instruments)
(15,144) (15,590) 446
Bonds (2,201) (2,265) 64
Trade payables and other non-interest-bearing
non-current liabilities with a significant financing
component
- - -
Non-current financial debt (17,345) (17,855) 510
Net financial debt as per CONSOB instructions (19,574) (20,116) 542
Long-term loan assets 3 - 3 - -
NET FINANCIAL DEBT (19,571) (20,113) 542

This statement of the net financial position does not include financial assets and liabilities in respect of derivatives, since derivative contracts, even if not designated as hedges for hedge accounting purposes, are in any case entered into by the Company for hedging purposes.

At December 31, 2024 those financial assets and liabilities are reported separately in the statement of financial position under the following items: "Non-current financial derivative assets" in the amount of €179 million (€261 million at December 31, 2023), "Current financial derivative assets" in the amount of €107 million (€76 million at December 31, 2023), "Non-current financial derivative liabilities" in the amount of €581 million (€620 million at December 31, 2023), and "Current financial derivative liabilities" in the amount of €102 million (€106 million at December 31, 2023).

30. Other current liabilities – €3,508 million

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Tax liabilities 730 1,320 (590)
Amounts due to Group companies 550 825 (275)
Amounts due to employees, recreational/assistance
associations
22 23 (1)
Amounts due to social security institutions 12 10 2
Amounts due to customers for security deposits
and reimbursements
1 2 (1)
Other 2,193 2,215 (22)
Total 3,508 4,395 (887)

Tax liabilities amounted to €730 million, and include amounts due to tax authorities for corporate income tax (IRES) of the companies participating in the national consolidated taxation mechanism for €562 million (€1,239 million at December 31, 2023), liabilities for Group VAT for the 4th Quarter of 2024 of the companies participating in the Enel VAT Group in the amount of €161 million and liabilities for withholdings for payroll employees in the amount of €5 million.

Amounts due to Group companies amounted to €550 million. They consist of €405 million in payables in respect of the IRES liability under the consolidated taxation mechanism (€523 million at December 31, 2023) and €114 million in respect of Group VAT (€301 million at December 31, 2023).

The item "other", equal to €2,193 million, mainly includes the liability for dividends to be paid to shareholders, in the amount of €2,184 million, represented by the liability for the interim dividend for 2024, net of the portion for treasury shares held at the record date of January 21, 2025.

31. Financial instruments

114

31.1 Financial assets by category

The following table shows the carrying amount for each category of financial assets provided by IFRS 9, broken down into current and non-current financial assets, showing separately hedging derivatives and derivatives measured at fair value through profit or loss.

Non-current Current
Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2023
Financial assets measured at amortized cost 31.1.1 3 3 5,587 8,145
Financial assets at FVOCI
Equity investments in other companies 31.1.2 9 8 - -
Total financial assets at FVOCI 9 8 - -
Financial assets at FVTPL
Derivative financial assets at FVTPL 33 128 122 69 76
Total financial assets at FVTPL 128 122 69 76
Derivative financial assets designated
as hedging instruments
Cash flow hedge derivatives 33 51 139 39 -
Total derivative financial assets designated
as hedging instruments
51 139 39 -
TOTAL 191 272 5,695 8,221

For more details on the recognition and classification of current and non-current derivative financial assets, please see note 33 "Derivatives and hedge accounting".

For more information on fair vale measurement, please see note 31.1.2 "Financial assets at fair value through other comprehensive income (FVOCI)".

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

31.1.1 Financial assets measured at amortized cost

The following table shows financial assets measured at amortized cost by nature, broken down into current and non-current financial assets.

Non-current Current
Millions of euro Notes at Dec. 31, 2024 at Dec. 31, 2023 Notes at Dec. 31, 2024 at Dec. 31, 2023
Cash and cash equivalents - - 21 2,121 1,122
Trade receivables - - 17 197 167
Loan assets from Group companies
Loan assets on intercompany current
accounts
- - 19.1 2,161 5,934
Other financial assets - - 2 15
Total financial assets from Group
companies
- - 2,163 5,949
Loan assets from others
Cash collateral for margin agreements on
OTC derivatives
- - 19.1 461 482
Other financial assets 15.1
3
3 12 10
Total financial assets from others 3 3 473 492
Other financial assets - - 633 415
TOTAL 3 3 5,587 8,145

The main changes compared with 2023 regarded:

  • an increase of €999 million in cash and cash equivalents, mainly reflecting higher dividends received during the period from Group companies;
  • a decrease of €3,786 million in loans assets from Group companies, reflecting the decrease in loan assets on the intercompany current account held with Group companies (€3,773 million) and in other financial assets (€13 million) from Enel Italia SpA and Enel Global Trading SpA;
  • a decrease of €21 million in cash collateral paid to counterparties in derivatives transactions;
  • an increase of €218 million in other financial assets, reflecting an increase in dividends authorized by subsidiaries and still outstanding at December 31, 2024.

Impairment losses on financial assets at amortized cost

Financial assets measured at amortized cost at December 31, 2024 amounted to €5,590 million and are recognized net of allowances for expected credit losses, which totaled €28 million (€26 million at December 31, 2023).

The Company mainly has the following types of financial assets measured at amortized cost subject to impairment testing:

  • cash and cash equivalents;
  • trade receivables;
  • loan assets;
  • other financial assets.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

The expected credit loss (ECL) – determined considering probability of default (PD), loss given default (LGD), and exposure at default (EAD) – is the difference between all contractual cash flows that are due in accordance with the contract and all cash flows that are expected to be received (i.e. all shortfalls) discounted at the original effective interest rate.

Depending on the nature of the financial assets and the credit risk information available, the assessment of a significant increase in credit risk may be performed on:

  • an individual basis, if the receivables are individually significant and for all receivables which have been individually identified for impairment based on reasonable and supportable information;
  • a collective basis, if no reasonable and supportable information is available without undue cost or effort to measure expected credit losses on an individual instrument basis.

When there is no reasonable expectation of recovering a financial asset in its entirety or a portion thereof, the gross carrying amount of the financial asset shall be reduced.

A write-off represents a derecognition event (e.g. the right to cash flows is legally or contractually extinguished, transferred or expired).

The following table shows the expected losses for each class of financial assets measured at amortized cost.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023
Gross carrying
amount
Expected
credit loss
allowance
Total Gross carrying
amount
Expected
credit loss
allowance
Total
Cash and cash equivalents 2,121 - 2,121 1,122 - 1,122
Trade receivables 220 23 197 188 21 167
Loan assets from Group
companies
2,163 - 2,163 5,949 - 5,949
Loan assets from others 481 5 476 497 5 492
Other receivables 633 - 633 418 - 418
Total 5,618 28 5,590 8,174 26 8,148

To measure expected losses, the Company assesses trade receivables and contract assets with the simplified approach, both on an individual basis and a collective basis.

In the case of individual assessments, PD is generally obtained from external providers.

Otherwise, in the case of collective assessments, trade receivables are grouped on the basis of their shared credit risk characteristics and information on past due positions, considering a specific definition of default.

The Company mainly defines a defaulted position as one that is 180 days past due. Accordingly, beyond this time limit, trade receivables are presumed to be credit impaired.

The following table shows changes in the allowance for expected credit losses on financial assets and trade receivables.

Millions of euro Expected credit loss allowance
Financial assets Trade receivables
Individual Collective Total Individual Collective Total
January 1, 2023 IFRS 9 5 - 5 - 6 6
Impairment losses - - - - 17 17
Utilization - - - - - -
Reversals - - - - (2) (2)
Total at Dec. 31, 2023 IFRS 9 5 - 5 - 21 21
Impairment losses - - - - 2 2
Utilization - - - - - -
Reversals - - - - - -
Total at Dec. 31, 2024 IFRS 9 5 - 5 - 23 23

31.1.2 Financial assets at fair value through other comprehensive income (FVOCI)

This category mainly includes equity investments in unlisted companies irrevocably designated as such at the time of initial recognition.

Equity investments in other companies, equal to €9 million, are essentially represented by the equity investment held by Enel SpA in Empresa Propietaria de la Red SA.

At December 31, 2024, the fair value of the equity

investment was determined on the basis of an independent appraisal using the income approach with the discounted cash flow method.

31.1.3 Financial assets at fair value through profit or loss (FVTPL)

This category exclusively includes current and non-current derivatives used mainly to hedge the debt of the Group companies. For more information, please see note 33.2 "Derivatives at fair value through profit or loss".

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

31.2 Financial liabilities by category

The following table shows the carrying amount for each category of financial liabilities provided by IFRS 9, broken down into current and non-current financial liabilities, showing separately hedging derivatives and derivatives measured at fair value through profit or loss.

Millions of euro Non-current Current
Notes at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Financial liabilities measured at amortized cost 31.2.1 17,345 17,855 9,302 12,143
Financial liabilities at fair value through profit or loss
Derivative financial liabilities at FVTPL 33 129 122 102 106
Total 129 122 102 106
Derivative financial liabilities designated as hedging
instruments
Cash flow hedge derivatives 33 452 498 - -
Total 452 498 - -
TOTAL 17,926 18,475 9,404 12,249

For more details on the recognition and classification of current and non-current derivative financial liabilities, please see note 33 "Derivatives and hedge accounting".

For more details about fair value measurement, please see note 34 "Fair value measurement".

31.2.1 Financial liabilities measured at amortized cost

The following table shows financial liabilities at amortized cost by nature, broken down into current and non-current financial liabilities.

Millions of euro Non-current Current
Notes at Dec. 31,
2024
at Dec. 31,
2023
Notes at Dec. 31,
2024
at Dec. 31,
2023
Long-term borrowings 23 17,345 17,855 567 1,179
Short-term borrowings - - 23 6,410 8,632
Trade payables - - 27 132 135
Other current financial liabilities - - 30 2,193 2,197
Total 17,345 17,855 9,302 12,143

Other current financial liabilities essentially include the liability for the dividend to be paid to shareholders in the amount of €2,184 million, represented by the liability for the interim dividend for 2024 net of the portion on treasury shares held at the record date of January 22, 2025.

Borrowings

Long-term borrowings (including the portion falling due within 12 months) – €17,912 million

Long-term borrowings, which refer to bonds, bank borrowings and loans from Group companies, denominated in euros and other currencies, including the portion falling due within 12 months (equal to €567 million), amounted to €17,912 million at December 31, 2024.

The following table shows the nominal values, carrying amounts and fair values of long-term borrowings at December 31, 2024, including the portion falling due within 12 months, grouped by type of borrowing and type of interest rate. For listed debt instruments, the fair value is given by official prices. For unlisted debt instruments, fair value is determined using valuation techniques appropriate for each category of financial instrument and the associated market data for the reporting date, including the credit spreads of the Group.

Portion due
in more
Portion
due in
Millions of euro Nominal
value
Carrying
amount
Current
portion
than 12
months
Fair
value
Nominal
value
Carrying
amount
Current
portion
more than
12 months
Fair
value
Carrying
amount
at Dec. 31, 2024 at Dec. 31, 2023 Change
Bonds:
- fixed rate 1,729 1,717 - 1,717 1,798 2,446 2,433 749 1,684 2,563 (716)
- floating rate 581 581 97 484 575 678 678 97 581 690 (97)
Total 2,310 2,298 97 2,201 2,373 3,124 3,111 846 2,265 3,253 (813)
Bank borrowings:
- floating rate 1,337 1,337 337 1,000 1,354 1,516 1,516 200 1,316 1,545 (179)
Total 1,337 1,337 337 1,000 1,354 1,516 1,516 200 1,316 1,545 (179)
Non-bank financing:
- under fixed-rate
leases
3 3 1 2 3 1 1 1 - 1 2
Total 3 3 1 2 3 1 1 1 - 1 2
Loans from Group
companies:
- fixed rate 11,813 11,813 86 11,727 10,517 11,899 11,899 86 11,813 10,343 (86)
- floating rate 2,461 2,461 46 2,415 2,485 2,507 2,507 46 2,461 2,546 (46)
Total 14,274 14,274 132 14,142 13,002 14,406 14,406 132 14,274 12,889 (132)
Total fixed-rate
borrowings
13,545 13,533 87 13,446 12,318 14,346 14,333 836 13,497 12,907 (800)
Total floating-rate
borrowings
4,379 4,379 480 3,899 4,414 4,701 4,701 343 4,358 4,781 (322)
TOTAL 17,924 17,912 567 17,345 16,732 19,047 19,034 1,179 17,855 17,688 (1,122)

For more details about the maturity analysis of borrowings, please see note 32 "Risk management", while for more about fair value measurement inputs, please see note 34 "Fair value measurement". The table below shows long-term borrowings by currency and interest rate.

Long-term borrowings by currency and interest rate

Millions of euro Carrying amount Nominal value Current
average nominal
interest rate
Current
effective
interest rate
at Dec. 31, 2023 at Dec. 31, 2024 at Dec. 31, 2024
Euro 18,047 16,871 16,873 2.2% 2.2%
US dollar 316 337 337 5.4% 5.4%
Pound sterling 671 704 714 5.7% 5.9%
Total non-euro currencies 987 1,041 1,051
TOTAL 19,034 17,912 17,924

Millions of euro Nominal
value
Repayments New
borrowings
Other Exchange
differences
Nominal
value
at Dec. 31, 2023 at Dec. 31, 2024
Bonds 3,124 (847) - - 33 2,310
Bank borrowings 1,516 (200) - - 21 1,337
Non-bank financing 1 (2) 4 - - 3
Loans from Group
companies
14,406 (132) - - - 14,274
Total 19,047 (1,181) 4 - 54 17,924

The table below reports changes in the nominal value of long-term debt.

Compared with December 31, 2023, the nominal value of long-term debt shows an overall decrease of €1,123 million attributable to repayments of €1,181 million, which largely exceeded new issues of leases, equal to €4 million, and exchange rate loss equal to €54 million; repayments of bonds, in the amount of €847 million, are mainly in respect of a €750 million fixed-rate bond entirely repaid in May.

No new borrowings were issued in 2024.

The main long-term borrowings of Enel SpA are governed by covenants that are commonly adopted in international business practice. These borrowings are mainly represented by the bond issues carried out within the framework of the Global/Euro Medium Term Notes program, issues of subordinated unconvertible hybrid bonds, the Revolving Facility Agreement obtained on March 5, 2021 by Enel SpA and Enel Finance International NV from a pool of banks and amended on May 11, 2022 and on March 6, 2024) of up to €13.5 billion (the "Revolving Facility Agreement"), the Sustainability-Linked Loan Facility Agreement obtained by Enel SpA on October 15, 2020 from a pool of banks in the amount of up to €1 billion, the loans granted to Enel SpA by UniCredit SpA on November 8, 2023, the Facility Agreement obtained on October 5, 2021 by Enel SpA from Bank of America Europe Designated Activity Company in the amount of \$348,750,000 (equal to €300 million at the signing date), and the sustainability-linked financing agreement signed on September 30, 2022 by Enel Finance America LLC (EFA) as the borrower and Enel SpA (as the guarantor) with EKF Denmark's Export Credit Agency (EKF)6 and Citi for a total of up to \$800 million ("EKF facility").

The main covenants in respect of the bond issues in

the Global/Euro Medium Term Notes program of Enel SpA and Enel Finance International NV (including the green bonds of Enel Finance International NV guaranteed by Enel SpA, which are used to finance the Group's eligible green projects) and those related to bonds issued by Enel Finance International NV on the American market can be summarized as follows:

  • negative pledge clauses under which the issuer and the guarantor may not establish or maintain (except under statutory requirement) mortgages, liens or other encumbrances on all or part of its assets or revenue, to secure certain financial borrowings, unless the same restrictions are extended equally or pro rata to the bonds in question;
  • pari passu clauses, under which bonds and the associated guarantees constitute a direct, unconditional and unsecured obligation of the issuer and the guarantor, do not grant preferential rights among them and have at least the same seniority as other present and future unsubordinated and unsecured bonds of the issuer and the guarantor;
  • cross-default clauses, under which the occurrence of a default event in respect of a specified financial liability (above a threshold level) of the issuer, the guarantor or significant subsidiaries constitutes a default in respect of the liabilities in question, which may become immediately repayable.

Since 2019, Enel Finance International NV has issued a number of "sustainable" bonds on the European market (as part of the Euro Medium Term Notes - EMTN bond issue program) and on the American market, both guaranteed by Enel SpA, linked to the achievement of a number of the Sustainable Development Goals (SDGs) of the United Nations that contain the same covenants as other bonds of the same type.

6. Following a reorganization, in 2023 EKF was folded into the Export and Investment Fund of Denmark (EIFO).

Moreover, Enel Finance America LLC holds a sustainability-linked bond of the same type on the American market, guaranteed by Enel SpA.

The main covenants covering the hybrid bonds of Enel SpA, including the perpetual hybrid bonds that will only be repaid in the event of the dissolution or liquidation of the Company, can be summarized as follows:

  • subordination clauses: each hybrid bond is subordinate to all other bonds of the issuer and has the same seniority as other hybrid financial instruments issued and greater seniority than equity instruments;
  • prohibition on mergers with other companies, the sale or leasing of all or a substantial part of the company's assets to another company, unless the latter succeeds in all obligations of the issuer.

The main covenants for the Revolving Facility Agreement and other loan agreements signed by Enel SpA are substantially similar and can be summarized as follows:7

  • negative pledge clauses, under which the borrower and, in some cases, significant subsidiaries may not establish mortgages, liens or other encumbrances on all or part of their respective assets to secure certain financial liabilities, with the exception of expressly permitted encumbrances;
  • disposals clauses, under which the borrower and, in some cases, the subsidiaries of Enel may not dispose of their assets or a significant portion of their assets or operations, with the exception of expressly permitted disposals;
  • pari passu clauses, under which the payment undertakings of the borrower have the same seniority as its other unsecured and unsubordinated payment obligations;
  • change-of-control clauses, which are triggered in

the event (i) control of Enel is acquired by one or more parties other than the Italian State or (ii) Enel or any of its subsidiaries transfer a substantial portion of the Group's assets to parties outside the Group such that the financial reliability of the Group is significantly compromised. The occurrence of one of the two circumstances may give rise to (a) the renegotiation of the terms and conditions of the financing or (b) compulsory early repayment of the financing by the borrower;

• cross-default clauses, under which the occurrence of a default event in respect of a specified financial liability (above a threshold level) of the borrower or significant subsidiaries constitutes a default in respect of the liabilities in question, which may become immediately repayable.

The borrowings considered specify events of default typical of international business practice, such as, for example, insolvency, bankruptcy proceedings or the entity ceases trading.

None of the covenants indicated above has been triggered to date.

Lastly, it should be noted that Enel SpA issued certain guarantees in the interest of a number of Group companies in relation to the commitments undertaken within the context of the loan agreements. These guarantees and the associated loan contracts include certain covenants and events of default, some borne by Enel SpA as the guarantor, typical of international business practice.

Debt structure after hedging

The following table shows the effect of the hedges of currency risk on the gross long-term debt structure (including portions maturing in the next 12 months).

Millions of euro at Dec. 31, 2024
at Dec. 31, 2023
Initial debt structure Hedged
debt
Debt
structure
after
hedging
Initial debt structure Hedged
debt
Debt
structure
after
hedging
Carrying
amount
Nominal
value
% Carrying
amount
Nominal
value
%
Euro 16,871 16,873 94.1% 1,051 17,924 18,047 18,050 94.77% 997 19,047
US dollar 337 337 1.9% (337) - 316 316 1.66% (316) -
Pound sterling 704 714 4.0% (714) - 671 681 3.58% (681) -
Total 17,912 17,924 - 17,924 19,034 19,047 100.0% - 19,047

7. The EKF credit line provides for a "reputational damage" clause, under which EKF can request the cancellation of the financial commitment undertaken by it and the early payment of the sums disbursed if it has suffered ascertained harm to its own reputation or that of the Danish State as a result of substantial breach of certain regulations. It also provides for the commitment, also of the guarantor, to ensure compliance with certain environmental and social regulations and standards.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

The following table shows the effect of the hedges of interest rate risk on the gross long-term debt outstanding at the reporting date.

% at Dec. 31, 2024 at Dec. 31, 2023
Before hedging After hedging Before hedging After hedging
Floating rate 24.0 17.0 25.0 18.0
Fixed rate 76.0 83.0 75.0 82.0
Total 100.0 100.0 100.0 100.0

Short-term borrowings – €6,410 million

The following table shows short-term borrowings at December 31, 2024, by type.

Millions of euro at Dec. 31, 2024 at Dec. 31, 2023 Change
Loans from third parties
Bank borrowings (ordinary current account) - 1 (1)
Cash collateral for CSAs on OTC derivatives received 104 169 (65)
Total 104 170 (66)
Borrowings from Group counterparties
Short-term borrowings from Group companies
(on intercompany current account)
3,306 3,962 (656)
Other short-term borrowings from Group companies 3,000 4,500 (1,500)
Total 6,306 8,462 (2,156)
TOTAL 6,410 8,632 (2,222)

Note that the fair value of current borrowings equals their carrying amount as the impact of discounting is not significant.

31.2.2 Financial liabilities at fair value through profit or loss (FVTPL)

This category includes solely current and non-current derivative financial liabilities relating mainly to hedg-

es of the debt of Group companies. More information is given in note 33.2 "Derivatives at fair value through profit or loss".

31.2.3 Net gains/(losses)

The following table shows net gains and losses by category of financial instruments, excluding derivatives.

Millions of euro Net gains/(losses) of which:
impairment loss/gain
at Dec. 31, 2024 at Dec. 31, 2023 at Dec. 31, 2024
Financial assets at amortized cost 517 444 -
Financial liabilities at amortized cost (915) (846) -

For more details on net gains and losses on derivatives, please see note 7 "Net financial income/(expense) from derivatives".

32. Risk management

Financial risks

As part of its operations, the Company is exposed to a variety of financial risks, notably interest rate risk, currency risk, credit and counterparty risk and liquidity risk.

Enel SpA has adopted a system for governing financial risks comprising internal committees, dedicated policies and operating limits. The goal is to appropriately mitigate financial risks in order to prevent unexpected variations in financial performance, without ruling out the possibility of seizing any opportunities that may arise.

Interest rate risk and currency risk

As part of its operations as an industrial holding company, Enel SpA is exposed to different market risks, notably the risk of changes in interest rates and exchange rates.

Interest rate risk and currency risk are primarily generated by the presence of financial instruments.

The main financial liabilities held by the Company include bonds, bank borrowings, other borrowings, derivatives, cash collateral for derivatives transactions and trade payables. The main purpose of those financial instruments is to finance the operations of the Company. The main financial assets held by the Company include loan assets, derivatives, cash deposits provided as collateral for derivatives contracts, cash and cash equivalents and short-term deposits, as well as trade receivables. For more details, please see note 32 "Fi-

The source of exposure to interest rate risk and currency risk did not change with respect to the previous year.

As the Parent, Enel SpA centralizes some treasury management functions and access to financial markets with regard to financial derivatives contracts on interest rates and exchange rates. As part of this activity, Enel SpA acts as an intermediary for Group companies with the market, taking positions that, while they can be substantial, do not however represent an exposure to the above risks for Enel SpA.

In 2024, the Group was positioned below the clearing thresholds for all asset classes established under the EMIR (Regulation (EU) no. 648/2012), maintaining its classification as a non-financial counterparty not subject to clearing obligations.

The volume of transactions in financial derivatives outstanding at December 31, 2024 is reported below, with specification of the notional amount of each class of instrument.

The notional amount of a derivative contract is the amount on which cash flows are exchanged. This amount can be expressed as a value or a quantity (for example tons, converted into euro by multiplying the notional amount by the agreed price).

The notional amounts of derivatives reported here do not represent amounts exchanged between the parties and therefore are not a measure of the Company's credit risk exposure.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Interest rate risk for the Company manifests itself as a change in the flows associated with interest payments on floating-rate financial liabilities, a change in financial terms and conditions in negotiating new debt instruments or as an adverse change in the value of financial assets/liabilities measured at fair value, which are typically fixed-rate debt instruments.

Interest rate risk is managed with the dual goals of reducing the amount of debt exposed to interest rate fluctuations and containing the cost of funds, limiting the volatility of results.

This goal is pursued through the strategic diversification of the portfolio of financial liabilities by contract type, maturity and interest rate, and modifying the risk profile of specific exposures using OTC derivatives, mainly interest rate swaps.

The notional amount of outstanding contracts is reported below.

nancial instruments".

3. Separate financial statements
Millions of euro Notional amount
at Dec. 31, 2024
Interest rate derivatives
Interest rate swaps 6,726 5,652
Total 6,726 5,652

The term of such contracts does not exceed the maturity of the underlying financial liability, so that any change in the fair value and/or cash flows of such contracts is offset by a corresponding change in the fair value and/or cash flows of the underlying position. Interest rate swaps normally provide for the periodic exchange of floating-rate interest flows for fixed-rate interest flows, both of which are calculated on the basis of the notional principal amount.

The notional amount of open interest rate swaps at the end of the year was €6,726 million (€5,652 million at December 31, 2023), of which €1,490 million in respect of hedges of the Company's share of debt, and €5,236 million in respect of hedges of the debt of Group companies with the market intermediated in the same notional amount with those companies. The increase in the overall notional amount is mainly attributable to the following factors:

  • new interest rate swaps transacted on behalf of e-distribuzione in the total amount of €1,677 million;
  • €473 million in interest rate swaps reaching their natural expiry or reduced as a result of amortization;
  • early closing of an interest rate swap entered into on behalf of Enel Generación Perú, for an amount of €130 million, following the sale of generation assets in Peru.

For more details on interest rate derivatives, please see note 33 "Derivatives and hedge accounting". The amount of floating-rate debt that is not hedged against interest rate risk is the main risk factor that could impact the income statement (raising borrowing costs) in the event of an increase in market interest rates.

At December 31, 2024, 24% of gross long-term financial debt was floating rate (25% at December 31, 2023). Taking account of hedges of interest rates considered effective pursuant to IFRS 9, 83% of gross long-term financial debt was hedged at December 31, 2024 (82% at December 31, 2023). Including derivatives treated as hedges for management purposes but ineligible for hedge accounting, the ratio is essentially unchanged.

Interest rate risk sensitivity analysis

The Company analyses the sensitivity of its exposure by estimating the effects of a change in interest rates on the portfolio of financial instruments.

More specifically, sensitivity analysis measures the potential impact of market scenarios on equity, for the cash flow hedge component, and on profit or loss, for the fair value hedge component on the fair value of financial derivatives and the portion of gross long-term debt not hedged using financial derivatives.

These scenarios are represented by parallel increases and decreases in the yield curve as at the reporting date.

There were no changes in the methods and assumptions used in the sensitivity analysis compared with the previous year.

With all other variables held constant, pre-tax profit would be affected as follows:

at Dec. 31, 2024 at Dec. 31, 2023
Basis Pre-tax impact
on profit or loss
Pre-tax impact
on equity
Pre-tax impact
on profit or loss
Pre-tax impact
on equity
Millions of euro points Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Change in financial
expense on gross
long-term floating
rate debt in foreign
currency
25 7.7 (7.7) - - 8.5 (8.5) - -
Change in the fair
value of derivatives
classified as
non-hedging
instruments
25 3.4 (3.4) - - 4.5 (4.5) - -
Change in the fair
value of derivatives
designated
as hedging
instruments
Cash flow hedges 25 - - 5.9 (5.9) - - 9.2 (9.2)
Fair value hedges 25 - - - - - - - -

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in exchange rates.

For Enel SpA, the main source of currency risk is the presence of monetary financial instruments denominated in a currency other than the euro, mainly bonds denominated in foreign currency.

The exposure to currency risk did not change with respect to the previous year.

For more details, please see note 31 "Financial instruments".

In order to minimize exposure to changes in exchange rates, the Company normally uses a variety of OTC derivatives such as currency forwards and cross currency interest rate swaps. The term of such contracts does not exceed the maturity of the underlying exposure. Currency forwards are contracts in which the counter-

parties agree to exchange principal amounts denomi-

nated in different currencies at a specified future date and exchange rate (the strike). Such contracts may call for the actual exchange of the two amounts (deliverable forwards) or payment of the difference between the strike exchange rate and the prevailing exchange rate at maturity (non-deliverable forwards).

Cross currency interest rate swaps are used to transform a long-term fixed- or floating-rate liability in foreign currency into an equivalent floating- or fixed-rate liability in euros. In addition to having notional values denominated in different currencies, these instruments differ from interest rate swaps in that they provide both for the periodic exchange of cash flows and the final exchange of principal.

The following table reports the notional amount of transactions outstanding at December 31, 2024 and December 31, 2023, broken down by type of hedged item.

3. Separate financial statements

Millions of euro Notional amount
at Dec. 31, 2024 at Dec. 31, 2023
Foreign exchange derivatives
Currency forwards: 3,888 6,129
- hedging currency risk on commodities 2,912 4,849
- hedging future cash flows 856 773
- other currency forwards 120 507
Cross currency interest rate swaps 2,050 1,969
Total 5,938 8,098
  1. Report on Operations 2. Corporate governance 4. Reports

More specifically, these include:

  • currency forward contracts with a total notional amount of €2,912 million, of which €1,456 million to hedge the currency risk associated with purchases of energy commodities by Group companies, with matching transactions with the market;
  • currency forward contracts with a notional amount of €856 million, to hedge the currency risk associated with other expected cash flows in currencies other than the euro, of which €592 million in market transactions;
  • currency forward contracts with a notional amount of €120 million, of which €59 million in market transactions to hedge the currency risk on contracts for the acquisition of raw materials and semi-finished products for the construction of photovoltaic panels, denominated in currencies other than the euro;
  • cross currency interest rate swaps with a notional amount of €2,050 million to hedge the currency risk on the debt of Enel SpA or other Group companies denominated in currencies other than the euro.

For more details, please see note 33 "Derivatives and hedge accounting".

An analysis of the Group's debt shows that 5.9% of gross long-term debt is denominated in currencies other than the euro.

Considering exchange rate hedges and the portion of debt in foreign currency that is denominated in the presentation currency or the functional currency of the Company, the debt is fully hedged using cross currency interest rate swaps.

Currency risk sensitivity analysis

The Company analyzes the sensitivity of its exposure by estimating the effects of a change in exchange rates on the portfolio of financial instruments.

More specifically, sensitivity analysis measures the potential impact of market scenarios on equity, for the cash flow hedge component, and on profit or loss, for the fair value hedge component on the fair value of financial derivatives and the portion of gross long-term debt not hedged using financial derivatives.

These scenarios are represented by the appreciation/ depreciation of the euro against all of the foreign currencies compared with the value observed as at the reporting date.

There were no changes in the methods and assumptions used in the sensitivity analysis compared with the previous year.

With all other variables held constant, pre-tax profit would be affected as follows:

at Dec. 31, 2024 at Dec. 31, 2023
Pre-tax impact
on profit or loss
Pre-tax impact
on equity
Pre-tax impact
on profit or loss
Pre-tax impact
on equity
Millions of euro Exchange
rate
Appreciation
of euro
Depreciation
of euro
Appreciation
of euro
Depreciation
of euro
Appreciation
of euro
Depreciation
of euro
Appreciation
of euro
Depreciation
of euro
Change in
financial
expense on
gross long-term
floating-rate
debt in foreign
currency after
hedging
10% - - - - - - - -
Change in
the fair value
of derivatives
classified as
non-hedging
instruments
10% 29.7 (36.2) - - 10.1 (12.3) - -
Change in the
fair value of
derivatives
designated
as hedging
instruments
Cash flow
hedges
10% - - (108.0) 132.0 - - (108.2) 132.2
Fair value
hedges
10% - - - - - - - -

Credit and counterparty risk

Credit risk is represented by the possibility of a deterioration in the creditworthiness of a counterparty in a financial transaction that could have an adverse impact on the creditor position. The Company is exposed to credit risk from its financial activities, including transactions in derivatives, deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

The Company's management of financial credit risk is based on the selection of counterparties from among leading Italian and international financial institutions with high credit standing considered solvent both by the market and on the basis of internal assessments, diversifying the exposure among them. Credit exposures and associated credit risk are regularly monitored by the departments responsible for monitoring risks under the policies and procedures outlined in the governance rules for managing the Group's risks, which are also designed to ensure prompt identification of possible mitigation actions to be taken.

Within this general framework, Enel SpA entered into margin agreements with the leading financial institutions with which it operates that call for the exchange of cash collateral, which significantly mitigates the exposure to credit risk.

Loan assets

Millions of euro
Staging Basis for recognizing
expected credit loss
allowance
Average loss rate
(PD*LGD)
Gross carrying
amount
Expected credit
loss allowance
Carrying
amount
at Dec. 31, 2024
Performing 12-month ECL 0.19% 2,644 5 2,639
Underperforming Lifetime ECL - - -
Non-performing - - -
Total 2,644 5 2,639

Trade receivables and other financial assets: collective measurement

Millions of euro at Dec. 31, 2024
Average loss rate
(PD*LGD)
Gross carrying
amount
Expected credit
loss allowance
Carrying
amount
Trade receivables
Trade receivables not past due 125 - 125
Trade receivables past due:
- 1-180 days 0.59% 17 - 17
- more than 180 days (credit impaired) 29.29% 78 23 55
Total trade receivables 220 23 197
Other financial assets
Other financial assets not past due 633 - 633
Other financial assets past due - - -
Total other financial assets 633 - 633
TOTAL 853 23 830

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The objectives of liquidity risk management policies are:

  • ensuring an appropriate level of liquidity for the Company, minimizing the associated opportunity cost;
  • maintaining a balanced debt structure in terms of the maturity profile and funding sources.

In the short term, liquidity risk is mitigated by maintaining an appropriate level of unconditionally available resources, including cash and short-term deposits, available committed credit lines and a portfolio of highly liquid assets.

In the long term, liquidity risk is mitigated by maintaining a balanced debt maturity profile and diversifying funding sources in terms of instruments, markets/currencies and counterparties.

At December 31, 2024 Enel SpA had a total €2,121 million in cash or cash equivalents (€1,122 million at December 31, 2023) and committed lines of credit amounting to €8,250 million, all of which maturing in more than one year (unchanged from December 31, 2023).

Maturity analysis

The table below summarizes the maturity profile of the Company's long-term debt.

Millions of euro Maturing in
Less than
3 months
Between
3 months
and 1 year
Between
1 and 2 years
Between
2 and 5 years
Over
5 years
Bonds:
- fixed rate - - - 849 868
- floating rate - 97 97 247 140
Total - 97 97 1,096 1,008
Bank borrowings:
- floating rate - 337 1,000 - -
Total - 337 1,000 - -
Non-bank financing:
- under fixed-rate leases - 1 1 1 -
Total - 1 1 1 -
Loans from Group companies:
- fixed rate 43 43 86 687 10,954
- floating rate 23 23 2,046 369 -
Total 66 66 2,132 1,056 10,954
TOTAL 66 501 3,230 2,153 11,962

Offsetting financial assets and financial liabilities

The following table reports the net financial assets and liabilities. More specifically, it shows that there are no netting arrangements for derivatives in the separate financial statements since the Company does not plan to offset assets and liabilities. As envisaged by current market regulations and to guarantee transactions involving derivatives, Enel SpA has entered into margin agreements with leading financial institutions that call for the exchange of cash collateral, broken down as shown in the table.

Millions of euro at Dec. 31, 2024
(a) (b) (c)=(a)-(b) (d) (e)=(c)-(d)
Correlated amounts not offset
in the financial statements
(d)(i),(d)(ii) (d)(iii)
Gross
amounts of
recognized
financial
assets/
(liabilities)
Gross amounts
of recognized
financial assets/
(liabilities) offset in
the statement of
financial position
Net amounts
of financial
assets/(liabilities)
presented in the
statement of
financial position
Financial
instruments
Net portion of
financial assets/
(liabilities)
guaranteed with
cash collateral
Net amount of
financial assets/
(liabilities)
FINANCIAL ASSETS
Derivative assets:
- on interest rate risk 87 87 (59) 28
- on currency risk 199 199 (139) 60
Total derivative assets 286 - 286 - (198) 88
TOTAL FINANCIAL ASSETS 286 - 286 - (198) 88
FINANCIAL LIABILITIES
Derivative liabilities:
- on interest rate risk (156) (156) 124 (32)
- on currency risk (527) (527) 431 (96)
Total derivative liabilities (683) - (683) - 555 (128)
TOTAL FINANCIAL LIABILITIES (683) - (683) - 555 (128)
NET FINANCIAL ASSETS/
(LIABILITIES)
(397) - (397) - 357 (40)

33. Derivatives and hedge accounting

The following tables report the notional amount and fair value of derivative financial assets and liabilities by type of hedge relationship and hedged risk, broken down into current and non-current derivative financial assets and liabilities.

The notional amount of a derivative contract is the amount on the basis of which cash flows are exchanged. This amount can be expressed as a value or a quantity (for example tons, converted into euros by multiplying the notional amount by the agreed price). Amounts denominated in currencies other than the euro are translated at the closing year exchange rates provided by the World Markets Refinitiv (WMR) Company.

Millions of euro Non-current Current
Notional amount Fair value Notional amount Fair value
DERIVATIVE
ASSETS
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Change at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Change
Derivatives
designated
as hedging
instruments
Cash flow
hedges:
- on interest
rate risk
500 1,000 4 21 (17) 500 - 1 - 1
- on currency
risk
665 950 47 118 (71) 337 - 37 - 37
Total cash flow
hedges
1,165 1,950 51 139 (88) 837 - 38 - 38
Derivatives
at FVTPL:
- on interest
rate risk
2,618 2,073 82 85 (3) - 8 - - -
- on currency
risk
383 281 46 37 9 1,535 2,961 69 76 (7)
Total derivatives
at FVTPL
3,001 2,354 128 122 6 1,535 2,969 69 76 (7)
TOTAL
DERIVATIVE
ASSETS
4,166 4,304 179 261 (82) 2,372 2,969 107 76 31

Millions of euro Non-current Current
Notional amount Fair value Notional amount Fair value
DERIVATIVE
LIABILITIES
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Change at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Change
Derivatives
designated
as hedging
instruments
Cash flow
hedges:
- on interest
rate risk
390 2,440 45 49 (4) - - - - -
- on currency
risk
771 712 407 449 (42) - - - - -
Total cash flow
hedges
1,161 3,152 452 498 (46) - - - - -
Derivatives
at FVTPL:
- on interest
rate risk
2,618 2,080 82 85 (3) 100 122 29 29 -
- on currency
risk
383 660 47 37 10 1,863 2,884 73 77 (4)
Total derivatives
at FVTPL
3,001 2,740 129 122 7 1,963 3,006 102 106 (4)
TOTAL
DERIVATIVE
LIABILITIES
4,162 5,892 581 620 (39) 1,963 3,006 102 106 (4)

33.1 Hedge accounting

Derivatives are initially recognized at fair value on the trade date of the contract and are subsequently re-measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

Hedge accounting is applied to derivatives entered into in order to reduce risks such as interest rate risk, currency risk and commodity price risk (including Virtual PPAs) and when all the criteria provided by IFRS 9 are met.

At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether hedging instruments are highly effective in offsetting changes in fair values or cash flows of hedged items.

For cash flow hedges of forecast transactions designated as hedged items, the Company assesses and documents that they are highly probable and present an exposure to changes in cash flows that affect profit or loss.

Depending on the nature of the risk exposure, the

Company designates derivatives as either:

  • fair value hedges;
  • cash flow hedges.

For more details about the nature and the extent of risks arising from financial instruments to which the Company is exposed, please refer to note 32 "Risk management".

To be effective a hedging relationship shall meet all of the following criteria:

  • existence of an economic relationship between hedging instrument and hedged item;
  • the effect of credit risk does not dominate the value changes resulting from the economic relationship;
  • the hedge ratio defined at designation resulting equal to the one used for risk management purposes (i.e. same quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge the quantity of the hedged item).

Based on the IFRS 9 requirements, the existence of an economic relationship is evaluated by the Company through a qualitative assessment or a quantitative computation, depending on the following circumstances:

  • if the underlying risk of the hedging instrument and the hedged item is the same, the existence of an economic relationship will be provided through a qualitative analysis;
  • on the other hand, if the underlying risk of the hedging instrument and the hedged item is not the same, the existence of the economic relationship will be demonstrated through a quantitative method in addition to a qualitative analysis of the nature of the economic relationship (i.e. linear regression).

In order to demonstrate that the behavior of the hedging instrument is in line with those of the hedged item, different scenarios will be analyzed.

For hedging of commodity price risk, the existence of an economic relationship is deduced from a ranking matrix that defines, for each possible risk component, a set of all standard derivatives available in the market whose ranking is based on their effectiveness in hedging the considered risk.

In order to evaluate the credit risk effects, the Company considers the existence of risk mitigating measures (collateral, mutual break-up clauses, netting agreements, etc.)

The Company has established a hedge ratio of 1:1 for all the hedging relationships (including commodity price risk hedging) as the underlying risk of the hedging derivative is identical to the hedged risk, in order to minimize hedging ineffectiveness.

The hedge ineffectiveness will be evaluated through a qualitative assessment or a quantitative computation, depending on the following circumstances:

  • if the critical terms of the hedged item and hedging instrument match and there are no other sources of ineffectiveness including the credit risk adjustment on the hedging derivative, the hedge relationship will be considered fully effective on the basis of a qualitative assessment;
  • if the critical terms of the hedged item and hedging instrument do not match or there is at least one source of ineffectiveness, the hedge ineffectiveness will be quantified applying the dollar offset cumulative method with hypothetical derivative. This method compares changes in fair values of the hedging instrument and the hypothetical derivative between the reporting date and the inception date.

The main causes of hedge ineffectiveness may be the following:

• basis differences (i.e. the fair value or cash flows of the hedged item depend on a variable that is different from the variable that causes the fair value or cash flows of the hedging instrument to change);

  • timing differences (i.e. the hedged item and hedging instrument occur or are settled at different dates);
  • quantity or notional amount differences (i.e. the hedged item and hedging instrument are based on different quantities or notional amounts);
  • other risks (i.e. changes in the fair value or cash flows of a derivative hedging instrument or hedged item relate to risks other than the specific risk being hedged);
  • credit risk (i.e. the counterparty credit risk differently impacts the changes in the fair value of the hedging instruments and hedged items).

Cash flow hedge

Cash flow hedges are applied in order to hedge the Company exposure to changes in future cash flows that are attributable to a particular risk associated with a recognized asset or liability or a highly probable transaction that could affect profit or loss.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the income statement.

Amounts accumulated in equity are reclassified to profit or loss in the period when the hedged item affects profit or loss (for example, when the hedged forecast sale takes place).

If the hedged item results in the recognition of a non-financial asset (i.e. property, plant and equipment or inventories, etc.) or a non-financial liability, or a hedged forecast transaction for a non-financial asset or a non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the amount accumulated in equity (i.e. hedging reserve) shall be removed and included in the initial amount (cost or other carrying amount) of the asset or the liability hedged (i.e. "basis adjustment").

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

For hedging relationships using forwards as a hedging instrument, where only the change in the value of the spot element is designated as the hedging instru-

ment, accounting for the forward element (profit or loss vs OCI) is defined case by case.

Conversely, hedging relationships using cross currency interest rate swaps as hedging instruments, the Company separates foreign currency basis spreads, in designating the hedging derivative, and presents them in other comprehensive income (OCI) in the hedging costs reserve.

With specific regard to cash flow hedges of commodity risk, in order to improve their consistency with the risk management strategy, the Company applies a dynamic hedge accounting approach based on specific liquidity requirements (the so-called liquidity-based approach).

This approach requires the designation of hedges through the use of the most liquid derivatives available on the market and replacing them with others that are more effective in covering the risk in question.

Consistent with the risk management strategy, the liquidity-based approach allows the roll-over of a derivative by replacing it with a new derivative, not only in the event of expiry but also during the hedging relationship, if and only if the new derivative meets both of the following requirements:

  • it represents a best proxy of the old derivative in terms of ranking;
  • it meets specific liquidity requirements.

Satisfaction of these requirements is verified quarterly. At the roll-over date, the hedging relationship is not discontinued. Therefore, starting from that date, changes in the effective fair value of the new derivative will be recognized in equity (the hedging reserve), while changes in the fair value of the old derivative are recognized through profit or loss.

The Company currently uses these hedge relationships to minimize the volatility of profit or loss.

Fair value hedges

Fair value hedges are used to protect the Company against exposures to changes in the fair value of assets, liabilities or firm commitment attributable to a particular risk that could affect profit or loss.

Changes in the fair value of derivatives that qualify and are designated as hedging instruments are recognized in the income statement, together with changes in the fair value of the hedged item that are attributable to the hedged risk.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortized to profit or loss over the residual life of the hedged element.

The Company does not currently use such hedging relationships.

For more information on fair value measurement, please see note 34 "Fair value measurement".

33.1.1 Hedge relationship by type of credit risk

Interest rate risk

The following table shows the notional amount and the average rate of instruments hedging interest rate risk on transactions outstanding at December 31, 2024 and December 31, 2023, broken down by maturity.

Millions of euro
At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total
Interest rate swaps
Notional amount 500 500 - - 150 240 1,390
Average IRS rate 1.63 1.78 5.44 4.32
Millions of euro
At Dec. 31, 2023 2024 2025 2026 2027 2028 Beyond Total
Interest rate swaps
Notional amount - 500 500 - - 390 1,390
Average IRS rate 1.63 1.78 5.07

The interest rate swaps outstanding at the end of the year and designated as hedging instruments function as a cash flow hedge for the hedged item. The cash flow hedge derivatives refer to the hedging of certain floating-rate bonds issued since 2001 and floating-rate bank loans obtained during 2020.

The following table shows the notional amount and the fair value of hedging derivatives on interest rate risk as at December 31, 2024 and December 31, 2023.

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Cash flow hedge
derivatives
1,000 1,000 5 21 390 390 (45) (49)
Interest rate
swaps
1,000 1,000 5 21 390 390 (45) (49)

The deterioration in the fair value of derivatives compared with the previous year is mainly attributable to a decrease in the yield curve in 2024. This phenomenon is mainly attributable to the impact of the gradual easing, mainly in the 2nd Half of 2024, of the restrictive monetary policies implemented by central banks in recent years.

The following table shows the cash flows expected in coming years from cash flow hedge derivatives hedging interest rate risk.

Millions of euro Fair value Distribution of expected cash flows
Cash flow hedge derivatives on interest rates at Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond
Positive fair value 5 6 1 - - - -
Negative fair value (45) (8) (9) (9) (8) (10) (9)

The following table shows the impact of interest rate hedge derivatives on the statement of financial position.

Millions of euro Notional amount Carrying amount Fair value used to measure
ineffectiveness in the year
At Dec. 31, 2024
Interest rate swaps 1,390 (40) (40)
At Dec. 31, 2023
Interest rate swaps 1,390 (28) (28)

The following table shows the impact of hedged items exposed to interest rate risk on the statement of financial position.

Millions of euro Fair value used
to measure
ineffectiveness
in the year
Hedging
reserve
Hedging costs
reserve
Fair value used
to measure
ineffectiveness
in the year
Hedging
reserve
Hedging costs
reserve
2024 2023
Floating-rate borrowings 20 (20) - (14) 14 -
Total 20 (20) - (14) 14 -

The following table shows the impact of cash flow hedges on interest rate risk on profit or loss and on other comprehensive income.

Millions of euro Total other
comprehensive
income/
(expense)
Ineffective
portion
recognized in
profit or loss
Income
statement
item
Hedging
costs
Amount
reclassified
from OCI to
profit or loss
Income
statement
item
At Dec. 31, 2024
Floating-rate borrowings 4 - - (111) Financial
expense
Total at Dec. 31, 2024 4 - - (111)
At Dec. 31, 2023
Floating-rate borrowings (18) - - - (83) Financial
expense
Total at Dec. 31, 2023 (18) - - (83)

Currency risk

The following table shows the notional amount and the average rate of instruments hedging currency risk on transactions outstanding as at December 31, 2024 and December 31, 2023, broken down by maturity.

Millions of euro
At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total
Cross currency interest rate swaps (CCIRSs)
Total notional amount - 337 - - - 1,436 1,773
Notional amount for CCIRSs EUR/USD - 337 - - - - 337
Average contractual exchange rate EUR/USD 1.16
Notional amount for CCIRSs EUR/GBP 1,436 1,436
Average contractual exchange rate EUR/GBP 0.68
Millions of euro
At Dec. 31, 2023 2025 2026 2027 2028 2029 Beyond Total
Cross currency interest rate swaps (CCIRSs)
Total notional amount - 316 - - - 1,373 1,689
Notional amount for CCIRSs EUR/USD - 316 - - - - 316
Average contractual exchange rate EUR/USD 1.16
Notional amount for CCIRSs EUR/GBP 1,373 1,373
Average contractual exchange rate EUR/GBP 0.68

The following table shows the notional amount and the fair value of instruments hedging currency risk on trans-

actions outstanding at December 31, 2024 and December 31, 2023, broken down by type of hedged item.

Millions of euro Notional
Fair value
amount
Fair value Notional
amount
Assets Liabilities Assets Liabilities
Hedging instrument Hedged item at Dec. 31, 2024 at Dec. 31, 2023
Cross currency interest
rate swaps
Fixed-rate
borrowings in
foreign currency
47 (407) 1,436 102 (449) 1,373
Cross currency interest
rate swaps
Floating-rate
borrowings in
foreign currency
37 - 337 16 - 316
Total 84 (407) 1,773 118 (449) 1,689

The cross currency interest rate swaps outstanding at the end of the year and designated as hedging instruments function as a cash flow hedge for the hedged item. More specifically, these derivatives hedge fixed-rate bonds denominated in foreign currencies and a floating-rate borrowing in US dollars that fell due and was renewed with Bank of America in 2021.

The following table shows the notional amount and the fair value of derivatives on currency risk at December 31, 2024 and December 31, 2023, broken down by type of hedge.

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Cash flow hedge
derivatives
1,002 950 84 118 771 739 (407) (449)
Cross currency
interest rate swaps
1,002 950 84 118 771 739 (407) (449)

At December 31, 2024 cross currency interest rate swaps had a notional amount of €1,773 million (€1,689 million at December 31, 2023) and an overall negative fair value of €323 million (a negative €331 million at December 31, 2023).

The slight improvement of the fair value of cross currency interest rate swaps is mainly attributable to developments in the exchange rate of the euro against the US dollar and the pound sterling and those in the yield curve.

The following table reports the impact on the statement of financial position of instruments hedging currency risk.

Millions of euro Notional amount Carrying amount Fair value used to measure
ineffectiveness in the year
At Dec. 31, 2024
Cross currency interest rate
swaps
1,773 (323) (323)
At Dec. 31, 2023
Cross currency interest rate
swaps
1,689 (330) (326)

The following table reports the impact on the statement of financial position of hedged items exposed to currency risk.

Millions of euro Fair value used
to measure
ineffectiveness
in the year
Hedging
reserve
Hedging costs
reserve
Fair value used
to measure
ineffectiveness
in the year
Hedging
reserve
Hedging costs
reserve
2024 2023
Fixed-rate borrowings in
foreign currency
363 (363) 3 342 (342) (5)
Floating-rate borrowings
in foreign currency
(37) 37 - (16) 16 -
Total 326 (326) 3 326 (326) (5)

The following table shows the impact of cash flow hedges on currency risk on profit or loss and on other comprehensive income.

Millions of euro Total other
comprehensive
income/
(expense)
Ineffective
portion
recognized in
profit or loss
Income
statement
item Hedging costs Amount
reclassified
from OCI to
profit or loss
Income
statement
item
At Dec. 31, 2024
Fixed-rate borrowings in
foreign currency
(3) - - (45) Financial
expense
Floating-rate borrowings in
foreign currency
2 - - 97 Financial
income
Total at Dec. 31, 2024 (1) - - 52
At Dec. 31, 2023
Fixed-rate borrowings in
foreign currency
(251) - 4 (285) Financial
expense
Floating-rate borrowings in
foreign currency
12 - - 65 Financial
income
Total at Dec. 31, 2023 (239) - 4 (220)

The following table shows the cash flows expected in coming years from cash flow hedge derivatives on currency risk.

Millions of euro Fair value Distribution of expected cash flows
Cash flow hedge derivatives on exchange rates at Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond
Positive fair value 84 48 6 7 7 7 54
Negative fair value (407) (12) (14) (15) (15) (15) (255)

33.1.2 Impact of cash flow hedge derivatives on equity gross of tax effects

Millions of euro Hedging
costs
Gross
change in
fair value
recognized
in OCI
Gross
change in
fair value
recognized
in profit or
loss
Gross change
in fair value
recognized in
profit or loss
– Ineffective
portion
Hedging
costs
Gross
change in
fair value
recognized
in OCI
Gross
change in
fair value
recognized
in profit or
loss
Gross change
in fair value
recognized in
profit or loss
– Ineffective
portion
at Dec. 31, 2024 at Dec. 31, 2023
Interest rate hedges - 4 (111) - - (18) (83) -
Exchange rate hedges 7 (1) 52 - - (239) (220) -
Hedging derivatives 7 3 (59) - - (257) (303) -

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

33.2 Derivatives at fair value through profit or loss

fair value of derivatives at FVTPL as at December 31, 2024 and December 31, 2023 by risk type.

The following table shows the notional amount and the

Millions of euro Notional amount Fair value assets Notional amount Fair value liabilities
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
at Dec. 31,
2024
at Dec. 31,
2023
Derivatives at FVTPL
on interest rates
2,618 2,081 82 85 2,718 2,181 (111) (114)
Interest rate swaps 2,618 2,081 82 85 2,718 2,181 (111) (114)
Derivatives at FVTPL
on exchange rates
1,919 3,242 115 113 2,247 3,166 (120) (114)
Forwards 1,780 3,102 79 78 2,108 3,026 (83) (78)
Cross currency
interest rate swaps
139 140 36 35 139 140 (37) (36)
Total derivatives at
FVTPL
4,537 5,323 197 198 4,965 5,347 (231) (228)

At December 31, 2024, the overall notional amount of derivatives at fair value through profit or loss on interest rates and exchange rates came to €9,502 million (€10,670 million at December 31, 2023) with an overall negative fair value of €34 million (a negative €30 million at December 31, 2023).

Interest rate swaps at the end of the year amounted to €5,336 million. They refer primarily to hedges of the debt of the Group companies with the market (€2,718 million) and intermediated with those companies (€2,618 million).

The overall notional amount shows an increase of €1,074 million on the previous year, mainly due to new interest rate swaps in favor of e-distribuzione.

Forward contracts hedging currency risk had a notional amount of €3,888 million (€6,128 million at December 31, 2023). Currency forwards with external counterpar-

34. Fair value measurement

The Company measures fair value in accordance with IFRS 13 whenever required by the IFRS.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability. The best estimate is the market price, i.e. its current price, publicly available and effectively traded on an active, liquid market.

The fair value of assets and liabilities is categorized into a fair value hierarchy that provides three levels defined as follows on the basis of the inputs to valuation techniques used to measure fair value:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities to which the ties amounted to €2,108 million (€3,140 million at December 31, 2023), and related mainly to OTC derivatives entered into to mitigate the currency risk associated with the prices of energy commodities within the provisioning process of Group companies and matched with market transactions, expected cash flows in currencies other than the euro connected with the acquisition of raw materials and semi-finished products for the construction of photovoltaic panels, as well as the expected cash flows in foreign currency in respect of interim dividends authorized by the subsidiaries. Cross currency interest rate swaps, with a notional amount of €139 million (€140 million at December 31, 2023), relate to hedges of currency risk on the debt of the Group companies denominated in currencies other than the euro and matched with market transactions.

Company has access at the measurement date;

  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
  • Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

In this note, the relevant disclosures are provided in order to assess the following:

• for assets and liabilities that are measured at fair value on a recurring or non-recurring basis in the statement of financial position after initial recognition, the valuation techniques and inputs used to develop those measurements; and

• for recurring fair value measurements using significant unobservable inputs (Level 3), the effect of the measurements on profit or loss or other comprehensive income for the year.

For this purpose:

  • recurring fair value measurements are those that the IFRSs require or permit in the statement of financial position at the end of each reporting period;
  • non-recurring fair value measurements are those that the IFRSs require or permit in the statement of financial position in particular circumstances.

The fair value of derivative contracts is determined using the official prices for instruments traded on regulated markets. The fair value of instruments not listed on a regulated market is determined using valuation methods appropriate for each type of financial instruments and market data as of the close of the reporting period (such as interest rates, exchange rates, volatility), discounting expected future cash flows on the basis of the market yield curve and translating amounts in currencies other than the euro using exchange rates provided by the World Markets Refinitiv (WMR) Company. For contracts involving commodities, the measurement is conducted using prices, where available, for the same instruments on both regulated and unregulated markets.

In accordance with the new IFRSs, in 2013 the Company included a measurement of credit risk, both of the counterparty (Credit Valuation Adjustment or CVA) and its own (Debit Valuation Adjustment or DVA), in order to adjust the fair value of financial instruments for the corresponding amount of counterparty risk.

More specifically, the Company measures CVA/DVA using a Potential Future Exposure valuation technique for the net exposure of the position and subsequently allocating the adjustment to the individual financial instruments that make up the overall portfolio. All of the inputs used in this technique are observable on the market. Changes in the assumptions underlying the estimated inputs could have an effect on the fair value reported for such instruments.

The notional amount of a derivative contract is the amount on which cash flows are exchanged. This amount can be expressed as a value or a quantity (for example tons, converted into euros by multiplying the notional amount by the agreed price).

Amounts denominated in currencies other than the euro are translated into euros at the official exchange rates provided by the World Markets Refinitiv (WMR) Company.

The notional amounts of derivatives reported here do not necessarily represent amounts exchanged between the parties and therefore are not a measure of the Company's credit risk exposure.

For listed debt instruments, the fair value is given by official prices. For unlisted instruments the fair value is determined using appropriate valuation techniques for each category of financial instruments and market data at the reporting date, including the credit spreads of Enel.

34.1 Assets measured at fair value in the statement of financial position

The following table shows, for each class of assets measured at fair value on a recurring or non-recurring basis in the statement of financial position, the fair value measurement at the end of the reporting period and the level in the fair value hierarchy into which the fair value measurements are categorized.

Millions of euro Non-current assets Current assets
Notes Fair value
at Dec. 31,
2024
Level 1 Level 2 Level 3 Fair value
at Dec. 31,
2024
Level 1 Level 2 Level 3
Derivatives
Cash flow hedge derivatives:
- on interest rate risk 4 - 4 - 1 - - -
- on currency risk 33 47 - 47 - 37 - - -
Total cash flow hedges 51 - 51 - 38 - - -
Fair value through profit or loss:
- on interest rate risk 33 82 - 82 - - - - -
- on currency risk 33 46 - 46 - 69 - 69 -
Total fair value through profit or
loss
128 - 128 - 69 - 69 -
TOTAL 179 - 179 - 107 - 69 -

34.2 Liabilities measured at fair value in the statement of financial position

The following table reports, for each class of liabilities measured at fair value on a recurring or non-recurring basis in the statement of financial position, the fair value measurement at the end of the reporting period and the level in the fair value hierarchy into which the fair value measurements are categorized.

Millions of euro Non-current liabilities Current liabilities
Notes Fair value
at Dec. 31,
2024
Level 1 Level 2 Level 3 Fair value
at Dec. 31,
2024
Level 1 Level 2 Level 3
Derivatives
Cash flow hedge derivatives:
- on interest rate risk 33 45 - 45 - - - - -
- on currency risk 33 407 - 407 - - - - -
Total cash flow hedges 452 - 452 - - - - -
Fair value through profit or loss:
- on interest rate risk 33 82 - 82 - 29 - 29 -
- on currency risk 33 47 - 47 - 73 - 73 -
Total fair value through profit or
loss
129 - 129 - 102 - 102 -
TOTAL 581 - 581 - 102 - 102 -

34.3 Liabilities not measured at fair value in the statement of financial position

The following table shows, for each class of liabilities not measured at fair value in the statement of financial position but for which the fair value shall be disclosed, the fair value at the end of the reporting period and the level in the fair value hierarchy into which the fair value measurements are categorized.

Millions of euro LIABILITIES
Notes Fair value at
Dec. 31, 2024
Level 1 Level 2 Level 3
Bonds:
- fixed rate 31.2.1 1,798 1,798 - -
- floating rate 31.2.1 575 67 508 -
Total 2,373 1,865 508 -
Bank borrowings:
- floating rate 31.2.1 1,354 - 1,354 -
Total 1,354 - 1,354 -
Non-bank financing:
- under fixed-rate leases 31.2.1 3 - 3 -
Total 3 - 3 -
Loans from Group companies:
- fixed rate 31.2.1 10,517 - 10,517 -
- floating rate 31.2.1 2,485 - 2,485 -
Total 13,002 - 13,002 -
TOTAL 16,732 1,865 14,867 -

35. Share-based payments

Starting in 2019, the Shareholders' Meeting of Enel SpA ("Enel" or the "Company") has each year approved the adoption of long-term share-based incentive plans for the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Civil Code. Each of the incentive plans approved (the 2019 Long-Term Incentive Plan, the 2020 Long-Term Incentive Plan, the 2021 Long-Term Incentive Plan, the 2022 Long-Term Incentive Plan, the 2023 Long-Term Incentive Plan, the 2024 Long-Term Incentive Plan, referred to hereinafter, respectively, the "2019 LTI Plan", the "2020 LTI Plan", the "2021 LTI Plan", the "2022 LTI Plan", the "2023 LTI Plan", the "2024 LTI Plan" and, jointly, the "Plans") provides for the grant of ordinary Company shares ("Shares") to the respective beneficiaries subject to the achievement of specific performance targets.

Plan beneficiaries are the Chief Executive Officer/General Manager of Enel and Enel Group managers in the positions most directly responsible for company performance or considered to be of strategic interest. The Plans provide for the award to the beneficiaries of an incentive consisting of a monetary component and an equity component. This incentive – determined, at the time of the award, as a base value calculated in relation to the fixed remuneration of the individual beneficiary – may vary depending on the degree of achievement of each of the three-year performance targets by the Plans, ranging from zero up to a maximum of 280% or 180% of the base value in the case, respectively, of the Chief Executive Officer/General Manager or the other beneficiaries.

The Plans establish that, of the total incentive effectively vested, the bonus will be fully paid in shares: (a) for the 2019, 2020, 2021 and 2022 LTI Plans (i) up to 100% of the base value for the Chief Executive Officer/General Manager (up to 130% for the 2022 LTI Plan), and (ii) up to 50% of the base value for the other beneficiaries (up to 65% for the 2022 LTI Plan); (b) for the 2023 and the 2024 LTI Plans (i) up to 150% of the base value for the Chief Executive Officer/General Manager, (ii) up to 100% of the base value for officers reporting directly to the Chief Executive Officer/General Manager, including key management personnel, and (iii) up to 65% of the base value for the other beneficiaries, other than those indicated under (i) and (ii) above.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

The actual award of the bonus under the Plans is subject to the achievement of specific performance targets during the three year performance period. If these targets are achieved, 30% of both the stock and cash components of the incentive will be paid in the first year following the end of the performance period and the remaining 70% will be paid in the second year following the end of the performance period. The payment of a substantial portion of long-term variable remuneration (70% of the total) is therefore deferred to the second year following the end of the performance period of the individual Plans.

The following table provides information on the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan, the 2022 LTI Plan, the 2023 LTI Plan and the 2024 LTI Plan.

For more information on the characteristics of the Plans, please see the information documents prepared pursuant to Article 84-bis of the CONSOB Regulation issued with Resolution no. 11971 of May 14, 1999 (the Issuers Regulation), which are available to the public in the section of Enel's website (www.enel.com) dedicated to the Shareholders' Meetings held respectively on May 16, 2019, May 14, 2020, May 20, 2021, May 19, 2022, May 10, 2023 and May 23, 2024.

Verification of
Grant date Performance period achievement of targets Payout
2019 LTI Plan 12/11/20198 2019-2021 20229 2022-202310
2020 LTI Plan 17/09/202011 2020-2022 202312 2023-202413
2021 LTI Plan 16/09/202114 2021-2023 202415 2024-202516
2022 LTI Plan 21/09/202217 2022-2024 202518 2025-2026
2023 LTI Plan 05/10/202319 2023-2025 202620 2026-2027
2024 LTI Plan 19/09/202421 2024-2026 202722 2027-2028
  1. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2022, the Board of Directors verified the level of achievement of the performance targets of the 2020 LTI Plan.

  2. On September 5, 2023 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2020 LTI Plan, in accordance with the Plan rules. The remainder of the equity component of the bonus vested by the beneficiaries of the 2020 LTI Plan was awarded on September 5, 2024.

8. The date on which the Board of Directors approved the procedures and timing for granting the 2019 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of November 11, 2019).

9. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2021, the Board of Directors verified the level of achievement of the performance targets of the 2019 LTI Plan.

10. On September 5, 2022 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2019 LTI Plan, in accordance with the Plan rules. The remainder of the equity component of the bonus vested by the beneficiaries of the 2019 LTI Plan was awarded on September 5, 2023.

11. The date on which the Board of Directors approved the procedures and timing for granting the 2020 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of September 16, 2020).

14. The date on which the Board of Directors approved the procedures and timing for granting the 2021 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of June 9, 2021).

15. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2023, the Board of Directors verified the level of achievement of the performance targets of the 2021 LTI Plan.

16. On September 5, 2024 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2021 LTI Plan, in accordance with the Plan rules.

17. The date on which the Board of Directors approved the procedures and timing for granting the 2022 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of June 8, 2022).

18. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2024, the Board of Directors will verify the level of achievement of the performance targets of the 2022 LTI Plan.

19. The date on which the Board of Directors approved the procedures and timing for granting the 2023 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of October 4, 2023).

20. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2025, the Board of Directors will verify the level of achievement of the performance targets of the 2023 LTI Plan.

21. The date on which the Board of Directors approved the procedures and timing for granting the 2024 LTI Plan to the beneficiaries (taking account of the proposal issued by the Nomination and Compensation Committee at its meeting of July 24, 2024).

22. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2026, the Board of Directors will verify the level of achievement of the performance targets of the 2024 LTI Plan.

In implementation of the authorizations granted by the Shareholders' Meetings held on the dates indicated above and in compliance with the associated terms and conditions, the Board of Directors approved – at its meetings of September 19, 2019, July 29, 2020 June 17, 2021, June 16, 2022, October 5, 2023 and July 25, 2024 – the launch of share buyback programs to serve the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan, the 2022 LTI Plan, the 2023 LTI Plan and the 2024 LTI Plan, respectively. The number of Shares whose purchase was authorized by the Board of Directors for each Plan, the actual number of Shares purchased, the associated weighted average price and total value are shown below.

Purchases authorized
by the Board of Directors
Actual purchases
Number of shares Number of shares Weighted average price
(euros per share)
Total value (euros)
2019 LTI
Plan
No more than 2,500,000
for a maximum amount of
€10,500,000 million
1,549,15223 6.7779 10,499,999
2020 LTI
Plan
1,720,000 1,720,00024 7.4366 12,790,870
2021 LTI
Plan
1,620,000 1,620,00025 7.8737 12,755,459
2022 LTI
Plan
2,700,000 2,700,00026 5.1951 14,026,715
2023 LTI
Plan
4,200,000 4,200,00027 6.3145 26,520,849
2024 LTI
Plan
2,900,000 2,900,00028 7.0210 20,360,977

As a result of the purchases made to support the Plans and the award of a total 2,609,482 shares in September 2022, 2023 and 2024 to the beneficiaries of the 2019, 2020 and 2021 LTI Plans, in accordance with the Plan rules, at December 31, 2024 Enel holds a total of 12,079,670 treasury shares, equal to about 0.1188% of share capital.

The following information concerns the equity instruments granted in 2019, 2020, 2021, 2022, 2023 and 2024.

23. Shares purchased in the period between September 23 and December 2, 2019, equal to about 0.015% of share capital.

24. Shares purchased in the period between September 3 and October 28, 2020, equal to about 0.017% of share capital.

25. Shares purchased in the period between June 18 and July 21, 2021, equal to about 0.016% of share capital.

26. Shares purchased in the period between June 17 and July 20, 2022, equal to about 0.026% of share capital.

27. Shares purchased in the period between October 16, 2023 and January 18, 2024, equal to about 0.041% of share capital.

28. Shares purchased in the period between September 16 and November 8, 2024, equal to about 0.028% of share capital.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

2024 2023
Number of
shares granted at
the grant date
Fair value per
share at the
grant date
Number of shares
potentially available
for award
Number of
shares awarded
Number of shares
potentially available
for award
Number of
shares awarded
2019 LTI Plan 1,538,547 6.983 0 0 0 956,56229
2020 LTI Plan 1,638,775 7.380 0 708,45630 728,265 312,12731
2021 LTI Plan 1,577,773 7.0010 443,608 196,98032 1,375,671 -
2022 LTI Plan 2,398,143 4.8495 1,858,051 - 2,023,677 -
2023 LTI Plan 4,040,820 5.5540 3,804,244 - 4,040,820 -
2024 LTI Plan 2,877,714 6.9730 2,877,714 - - -

The fair value of those equity instruments is measured on the basis of the market price of Enel Shares at the grant date.33

The total costs recognized by the Group through profit or loss amounted to €10 million in 2024 (€6 million in 2023).

There have been no terminations or amendments involving the approved Plans.

The cost of the equity component is determined on the basis of the fair value of the equity instruments granted and is recognized over the duration of the vesting period through an equity reserve.

36. Related parties

Related parties have been identified on the basis of the provisions of the IFRS and the applicable CONSOB measures.

The transactions Enel SpA entered into with its subsidiaries mainly involved the provision of services, the sourcing and employment of financial resources, insurance coverage, human resource management and organization, legal and corporate services, and the planning and coordination of tax and administrative activities.

All the transactions are part of routine operations, are carried out in the interest of the Company and are settled on an arm's length basis, i.e. on the same market terms as agreements entered into between two independent parties.

Finally, the Enel Group's corporate governance rules, which are discussed in greater detail in the Report on Corporate Governance and Ownership Structure available on the Company's website (www.enel.com), establish conditions for ensur-

For the 2020 LTI Plan, the grant date is September 17, 2020, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2020 LTI Plan to the beneficiaries.

For the 2021 LTI Plan, the grant date is September 16, 2021, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2021 LTI Plan to the beneficiaries.

29. The table shows the number of Shares awarded on September 5, 2023, to the beneficiaries of the 2019 LTI Plan which make up the remaining portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

30. The table shows the number of Shares awarded on September 5, 2024, to the beneficiaries of the 2020 LTI Plan which make up the remaining portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

31. The table shows the number of Shares awarded on September 5, 2023, to the beneficiaries of the 2020 LTI Plan which make up the remaining portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan. The remaining portion of the equity component of the bonus, in accordance with the terms and procedures of the rules of the 2020 LTI Plan, was paid on September 5, 2024.

32. The table shows the number of Shares awarded on September 5, 2024, to the beneficiaries of the 2021 LTI Plan which make up the remaining portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan. Disbursement of the remaining portion of the equity component of the bonus is deferred to 2025, in accordance with the terms and procedures of the rules of the 2021 LTI Plan.

33. For the 2019 LTI Plan, the grant date is November 12, 2019, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2019 LTI Plan to the beneficiaries.

For the 2022 LTI Plan, the grant date is September 21, 2022, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2022 LTI Plan to the beneficiaries.

For the 2023 LTI Plan, the grant date is October 5, 2023, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2023 LTI Plan to the beneficiaries.

For the 2024 LTI Plan, the grant date is September 19, 2024, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing of the grant of the 2024 LTI Plan to the beneficiaries.

ing that transactions with related parties are performed with transparency and procedural and substantive propriety.

The disclosures on the remuneration of members of

the Board of Directors, members of the Board of Statutory Auditors, the General Manager and key management personnel required under IAS 24 are provided in the tables below.

Millions of euro
2024 2023 Change
Remuneration of members of the Board of Directors,
Board of Statutory Auditors and General Manager
Short-term benefits 5 5 - -
Termination benefit - 5 (5) -
Share-based payments 1 1 - -
Total 6 11 (5) -45.5%
Millions of euro 2024 2023 Change
Remuneration of key management personnel
Short-term benefits 7 8 (1) -12.5%
Termination benefit - 4 (4) -
Share-based payments 1 1 - -
Total 8 13 (5) -38.5%

144

In November 2010, the Board of Directors of Enel SpA approved a procedure governing the approval and execution of transactions with related parties carried out by Enel SpA directly or through subsidiaries (Enel Procedure for Transactions with Related Parties), most recently updated in June 2021. The procedure (available at https://www.enel.com/investors/ bylaws-rules-and-policies/transactions-with-related-parties/) sets out rules designed to ensure the transparency and procedural and substantive propriety of transactions with related parties. It was adopted in implementation of the provisions of Article 2391-bis of the Italian Civil Code and the implementing regulations issued by CONSOB with Resolution no. 17221 of March 12, 2010, as amended ("CONSOB Regulation"). No related-party transactions requiring disclosure in the financial statements pursuant to the CONSOB Regulation were carried out in 2024.

The following tables summarize commercial, financial and other relationships between the Company and related parties.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Commercial and other transactions

Costs Revenue
Millions of euro Trade receivables Trade payables Goods Services Goods Services
at Dec. 31, at Dec. 31,
Subsidiaries, joint ventures and associates 2024 2024 2024 2024
3SUN Srl - 29 - - - -
Agatos Green Power Trino Srl - 1 - - - -
C&C Uno Energy Srl - 1 - - - -
Edistribución Redes Digitales SLU 4 1 - - - 4
e-distribuzione SpA 214 17 - - - 17
E-Solar Srl 1 - - - - -
E-Solar 2 Srl - 1 - - - -
Eletropaulo Metropolitana Eletricidade de São Paulo SA 2 - - - - -
Empresa Distribuidora Sur SA - Edesur 1 - - - - 1
Endesa Energía SAU 2 - - - - -
Endesa Generación SAU 3 - - - - 3
Endesa Medios y Sistemas SLU 1 - - - - 1
Endesa SA 8 - - - - 7
Enel Américas SA 295 1 - - - -
Enel Brasil SA 57 1 - - - 26
Enel Chile SA 41 - - - - 3
Enel Colombia SA ESP 2 - - - - 2
Enel Distribución Chile SA 1 - - - - 1
Enel Energia SpA 8 159 - - - 11
Enel Finance America LLC 9 - - - - -
Enel Generación Chile SA 2 - - - - 2
Enel Global Services Srl 14 49 - 72 - 2
Enel Global Trading SpA 35 5 - - - 4
Enel Green Power Chile SA 2 - - - - -
Enel Green Power España SLU 2 - - - - 2
Enel Green Power Italia Srl 176 12 - - - 4
Enel Green Power North America Inc. 1 - - - - 2
Enel Green Power SpA 22 8 - 3 - 5
Enel Green Power Sannio Srl - 1 - - - -
Enel Grids Srl 2 9 - 7 - 1
Enel Iberia SRLU 301 4 - 3 - -
Enel Innovation Hubs Srl - 4 - 4 - -
Enel Italia SpA 5 190 - 29 - 4
Enel Libra Flexsys Srl 10 - - - - -
Enel North America Inc. 4 1 - - - 4
Enel Produzione SpA 115 42 - - - 4
Enel Reinsurance - Compagnia di riassicurazione SpA 20 - - - - 1
Enel Services México SA de Cv 1 - - - - 1
Enel Sole Srl (1) 3 - - - -
Enel Trading Argentina Srl 1 - - - - (1)
Enel X Advisory Services Srl - 2 - - - -
Enel X Italia Srl - 17 - - - -
Enel X North America Inc. 2 - - - - -

Costs Revenue
Millions of euro Trade receivables Trade payables Goods Services Goods Services
at Dec. 31,
2024
at Dec. 31,
2024
2024 2024
Subsidiaries, joint ventures and associates
Enel X Srl 6 12 - 2 - 5
Enel X Way Srl - 6 - - - -
Enel X Way Italia Srl 2 16 - - - -
Gas y Electricidad Generación SAU 2 - - - - -
Ilary Energia Srl 2 3 - - - -
Maicor Wind Srl 2 - - - - -
Principia Energy Generation Single Member SA 6 - - - - -
Potentia Energy Group (Pty) Ltd 1 - - - - -
Servizio Elettrico Nazionale SpA - 44 - - - -
Società Elettrica Trigno Srl - 1 - - - -
Unión Eléctrica de Canarias Generación SAU 1 - - - - 1
Vektör Enerjí Üretím Anoním Şírketí 8 - - - - -
Total 1,393 640 - 120 - 117
Other related parties
Enel Cuore Onlus - - - - - 1
Fondazione Centro Studi Enel 4 - - - - 1
FONDENEL - - - 2 - -
FOPEN - 1 - 2 - -
Total 4 1 - 4 - 2
TOTAL 1,397 641 - 124 - 119
Costs Revenue
Millions of euro Trade receivables Trade payables Goods Services Goods Services
at Dec. 31,
2023
at Dec. 31,
2023
2023 2023
Subsidiaries, joint ventures and associates
3SUN Srl - 24 - - - -
Agatos Green Power Trino Srl - 1 - - - 1
C&C Uno Energy Srl 1 - - - - -
Edistribución Redes Digitales SLU 5 1 - - - 3
e-distribuzione SpA 64 118 - - - 23
E-Solar Srl - 2 - - - -
Eletropaulo Metropolitana Eletricidade de São Paulo SA 2 - - - - -
Empresa Distribuidora Sur SA - Edesur - - - - - (1)
Endesa Energía SAU 2 - - - - 2
Endesa Generación SAU 3 - - - - 2
Endesa Medios y Sistemas SLU 1 - - - - (1)
Endesa SA 8 - - - - 6
Endesa X Servicios SLU 1 - - - - -
Enel Américas SA 90 1 - - - 3
Enel Brasil SA 32 1 - 1 - 24
Enel Chile SA 33 - - - - 3
Enel Colombia SA ESP 2 - - - - 2
Enel Distribución Chile SA 2 - - - - 2

Trade receivables Trade payables Goods Services Goods Services

Costs Revenue

3. Separate financial statements

  1. Report on Operations 2. Corporate governance 4. Reports
at Dec. 31,
2023
at Dec. 31,
2023
2023 2023
Subsidiaries, joint ventures and associates
Enel Distribución Perú SAA 3 - - - - 2
Enel Energia SpA 749 72 - - - 4
Enel Finance America LLC 6 - - - - -
Enel Finance International NV - - - - - 2
Enel Generación Chile SA 2 - - - - 2
Enel Generación Perú SAA 2 - - - - 1
Enel Global Services Srl 13 68 - 77 - 1
Enel Global Trading SpA 360 16 - - - 3
Enel Green Power Chile SA 3 - - - - 1
Enel Green Power España SLU 1 - - - - -
Enel Green Power Hellas SA 6 - - - - -
Enel Green Power Italia Srl 2 53 - - - 1
Enel Green Power North America Inc. 2 - - - - 2
Enel Green Power Rus LLC 1 - - - - -
Enel Green Power SpA 3 36 - 4 - 4
Enel Green Power Sannio Srl - 1 - - - -
Enel Grids Srl 1 41 - 7 - 1
Enel Iberia SRLU 300 5 - 4 - -
Enel Innovation Hubs Srl - 5 - 5 - -
Enel Italia SpA 2 131 - 27 - 1
Enel North America Inc. 2 1 - - - 4
Enel Produzione SpA 26 208 - - - 8
Enel Romania SA - - - 1 - 1
Enel Sole Srl - 2 - - - -
Enel Trading Argentina Srl 2 - - - - 1
Enel X Italia Srl 20 1 - - - -
Enel X International Srl - 9 - - - -
Enel X North America Inc. 2 - - - - 1
Enel X Srl 2 14 - - - 1
Enel X Way Srl 2 11 - - - 2
Enel X Way Italia Srl - 13 - - - -
Gas y Electricidad Generación SAU 2 - - - - -
Gridspertise Srl 1 1 - - - -
Maicor Wind Srl - 9 - - 1 -
Servizio Elettrico Nazionale SpA 9 74 - - 2 1
Società Elettrica Trigno Srl - 1 - - 3 -
Unión Eléctrica de Canarias Generación SAU 1 1 - - - 1
Vektör Enerjí Üretím Anoním Şírketí 8 - - - - -
Total 1,779 921 - 126 - 114
Other related parties
Enel Cuore Onlus 1 - - - - 2

Fondazione Centro Studi Enel 3 - - - - - Total 4 - - - - 2 TOTAL 1,783 921 - 126 - 116

Millions of euro

Financial transactions

Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends
at Dec. 31, 2024 2024
Subsidiaries, joint ventures and associates
Concert Srl - 3 - - - -
e-distribuzione SpA - - 2,001 - 8 -
Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 294 - 1 -
Enel Américas SA - - - - - 399
Enel Brasil SA 3 - 679 - 11 -
Enel Chile SA - - 860 - 1 216
Enel Colombia SA ESP - - 33 - - -
Enel Costa Rica CAM SA - - 8 - - -
Enel Energia SpA - - 454 - 3 -
Enel Finance America LLC - - 2,722 - 3 -
Enel Finance International NV - 19,327 52,298 522 67 1,075
Enel Generación Perú SAA - - - - 3 -
Enel Global Services Srl 126 1 24 3 9 -
Enel Global Trading SpA 4 1,045 1,973 248 105 1,103
Enel Green Power Chile SA - - 83 - 1 -
Enel Green Power Development Srl - 1 - - - -
Enel Green Power Hellas SA - - - - - -
Enel Green Power Italia Srl - - 276 - 1 -
Enel Green Power Matimba Newco 1 Srl - - - - - -
Enel Green Power México S de RL de Cv 20 - 764 - 12 -
Enel Green Power Partecipazioni Speciali Srl - 3 - - - -
Enel Green Power Perú SAC - - - - - -
Enel Green Power Solar Ngonye SpA - 1 - - - -
Enel Green Power South Africa (Pty) Ltd 57 - 266 - 7 -
Enel Green Power SpA 108 4 776 8 10 166
Enel Grids Srl 167 - 25 - 7 -
Enel Holding Finance Srl - 1 - - - 3,225
Enel Iberia SRLU - - - - - 375
Enel Innovation Hubs Srl - 4 1 - - -
Enel Italia SpA 183 47 6,656 46 252 -
Enel North America Inc. 77 - 16,728 - 35 -
Enel Produzione SpA - - 277 - 6 -
Enel Reinsurance - Compagnia di riassicurazione SpA - 363 414 13 - -
Enel Sole Srl - - 129 - 1 -
Enel X Advisory Services Srl 72 - - - 4 -
Enel X Australia (Pty) Ltd - - 11 - - -
Enel X International Srl 12 - - - 1 -
Enel X Italia Srl - - 1 - - -
Enel X North America Inc. 3 - 71 - 1 -
Enel X Polska Sp. zo o - - 17 - - -
Enel X Srl 939 - 4 - 41 -
Enel X UK Limited - - 16 - - -
Enel X Way Srl 296 - 123 - 11 -
Millions of euro Loan assets Borrowings Guarantees
at Dec. 31, 2024
Costs Revenue Dividends
Subsidiaries, joint ventures and associates
Enel X Way Italia Srl 96 - 41 - 5 -
Enelpower Srl - 35 - 1 - 3
EnerNOC Ireland Limited - - 1 - - -
Generadora Montecristo SA - - 1 - - -
Nuove Energie Srl 43 - 86 - 3 -
Potentia Energy Group (Pty) Ltd - - 96 1 2 -
Servizio Elettrico Nazionale SpA - - 1,150 - 4 -
Tynemouth Energy Storage Limited - - - - - -
Total 2,206 20,835 89,359 842 615 6,562
Other related parties
Monte dei Paschi di Siena 1 - - - - -
Total 1 - - - - -
TOTAL 2,207 20,835 89,359 842 615 6,562
Millions of euro Loan assets Borrowings Guarantees Costs Revenue Dividends
at Dec. 31, 2023 2023
Subsidiaries, joint ventures and associates
Concert Srl - 4 - - - -
e-distribuzione SpA - - 2,297 - 11 -
Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 190 - 1 -
Enel Américas SA - - - - - 88
Enel Brasil SA 145 - 1,249 - 21 -
Enel Chile SA - - 470 - 1 285
Enel Colombia SA ESP - - 31 - - -
Enel Costa Rica CAM SA - - 8 - - -
Enel Energia SpA - - 456 - 1 -
Enel Energie SA - - - - 1 -
Enel Finance America LLC - - 3,494 - 3 -
Enel Finance International NV - 19,777 52,691 434 66 -
Enel Generación Perú SAA 2 2 325 3 2 -
Enel Global Services Srl 114 2 14 2 10 -
Enel Global Trading SpA 63 2,703 2,231 239 276 -
Enel Green Power Australia (Pty) Ltd 1 - 118 3 3 -
Enel Green Power Chile SA - - 78 - 1 -
Enel Green Power Hellas SA - - 40 - 6 -
Enel Green Power India Private Limited - - - - - -
Enel Green Power Italia Srl - - 317 - 1 -
Enel Green Power México S de RL de Cv 8 - 716 - 11 -
Enel Green Power Perú SAC - - - 1 3 -
Enel Green Power South Africa (Pty) Ltd 51 - 292 - 6 -
Enel Green Power SpA - 157 987 8 45 -
Enel Grids Srl 173 - 23 - 7 267
Enel Holding Finance Srl - 1 - - - -

Millions of euro Loan assets Borrowings Guarantees Dividends
at Dec. 31, 2023 2023
Subsidiaries, joint ventures and associates
Enel Iberia SRLU - - - - - 1,415
Enel Innovation Hubs Srl - 3 1 - - -
Enel Insurance NV - 350 282 6 - -
Enel Investment Holding BV - 1 - - - -
Enel Italia SpA 4,198 66 7,135 93 235 2,214
Enel North America Inc. 38 - 17,145 - 35 -
Enel Panamá CAM Srl - - 9 - - -
Enel Produzione SpA - - 1,087 - 7 -
Enel Sole Srl - - 187 - 1 -
Enel X Advisory Services Srl 84 - - - 3 -
Enel X Australia (Pty) Ltd - - 5 - - -
Enel X International Srl 31 - - - 1 -
Enel X Italia Srl - - 14 - - -
Enel X North America Inc. 2 - 109 - 1 -
Enel X Polska Sp. zo o - - 16 - - -
Enel X Srl 839 - 4 - 34 -
Enel X UK Limited - - 20 - - -
Enel X Way Srl 192 - 122 - 7 -
Enel X Way Italia Srl 47 - 49 - 1 -
Enelpower Srl - 36 - 1 - -
EnerNOC Ireland Limited - - 1 - - -
Generadora Montecristo SA - - 4 - - -
Gridspertise Srl - - - 1 - -
Nuove Energie Srl 36 - 85 - 3 -
Servizio Elettrico Nazionale SpA - - 1,166 - 4 -
Total 6,024 23,102 93,468 791 808 4,269

The impact of transactions with related parties on the statement of financial position, income statement and statement of cash flows is reported in the following tables.

Impact on the statement of financial position

Millions of euro Total Related parties % of total Total Related parties % of total
at Dec. 31, 2024 at Dec. 31, 2023
Assets
Derivatives - non-current 179 39 21.8% 261 18 6.7%
Other non-current assets 68 56 82.4% 73 64 87.8%
Trade receivables 197 196 - 167 167 -
Derivatives - current 107 3 2.8% 76 56 73.5%
Other current financial assets 2,678 2,165 80.8% 6,483 5,952 91.8%
Other current assets 1,181 1,145 97.0% 1,581 1,552 98.2%
Liabilities
Long-term borrowings 17,345 14,142 81.5% 17,855 14,274 79.9%
Derivatives - non-current 581 91 15.7% 620 104 16.8%
Other non-current liabilities 17 9 52.9% 20 9 45.0%
Short-term borrowings 6,410 6,306 98.4% 8,632 8,461 98.0%
Current portion of long-term
borrowings
567 132 23.3% 1,179 132 11.2%
Trade payables 132 81 61.4% 135 87 64.4%
Derivatives - current 102 66 64.7% 106 20 18.9%
Other current financial liabilities 178 98 55.1% 226 111 49.1%
Other current liabilities 3,508 551 15.7% 4,395 825 18.8%

Impact on the income statement

Millions of euro Total Related parties % of total Total Related parties % of total
2024 2023
Revenue 121 119 98.3% 163 119 73.0%
Services and rentals and leases 177 124 70.1% 202 126 62.4%
Income from equity investments 6,563 6,562 - 4,269 4,269 -
Financial income from derivatives 550 151 27.5% 907 421 46.4%
Other financial income 548 464 84.7% 481 387 80.5%
Financial expense from derivatives 454 247 54.4% 869 342 39.4%
Other financial expense 952 595 62.5% 952 449 47.2%

Impact on cash flows

Millions of euro Total Related parties % of total Total Related parties % of total
2024 2023
Cash flows from/(used in)
operating activities
5,690 295 5.2% 4,277 (1,147) -26.8%
Cash flows used in investing activities (1,085) (1,051) 96.9% (1,007) (960) 95.3%
Cash flows from/(used in)
financing activities
(3,606) 2,986 -82.8% (7,016) (4,139) 59.0%

37. Government grants – Disclosure pursuant to Article 1, paragraphs 125-129, of Law 124/2017

Pursuant to Article 1, paragraphs 125-129, of Law 124/2017 as amended, the following provides information on grants received from Italian public agencies and bodies, as well as donations by Enel SpA to companies, individuals and public and private entities. The disclosure comprises: (i) grants received from Italian public entities/State entities; and (ii) donations made by Enel SpA to public or private parties resident or established in Italy.

The following disclosure includes payments in excess of €10,000 made by the same grantor/donor during 2023, even if made through multiple financial transactions. They are recognized on a cash basis.

Pursuant to the provisions of Article 3-quater of Decree Law 135 of December 14, 2018, ratified with Law 12 of February 11, 2019, for grants received, please refer to the information contained in the National Register of State Aid referred to in Article 52 of Law 234 of December 24, 2012.

As far as donations made are concerned, the material cases are listed below.

Euro
Beneficiary Amount Description of donation
MAXXI 600,000 Grant to promote art, research and innovation in the artistic field
Total 600,000

38. Contractual commitments and guarantees

Millions of euro
at Dec. 31, 2024 at Dec. 31, 2023 Change
Sureties and guarantees given:
- subsidiaries 89,363 91,540 (2,177)
- joint ventures, associates and other - 158 (158)
- own interest 13 12 1
- third parties 85 106 (21)
Total 89,461 91,816 (2,355)

Sureties in the interest of the Company essentially regard a bank surety issued in favor of Banco Centroamericano de Integración Económica (BCIE) in an amount equivalent to €13 million acquired following the merger of Enel South America Srl into Enel SpA in 2017. As this is about to expire, in order to ensure continuity of coverage, the Company has entered into a commitment in December to issue a letter of credit in favor of the same counterparty with a guarantee effective date of January 1, 2025.

Sureties and guarantees issued on behalf of subsidiaries include:

  • €50,492 million issued on behalf of Enel Finance International NV securing bonds issued in European and other international markets;
  • €18,585 million issued on behalf of various renewable energy companies for the development of new projects under the Business Plan;
  • €4,850 million issued to the European Investment Bank (EIB) for loans granted to e-distribuzione SpA, Enel Produzione SpA, Enel Italia SpA, Enel Green Power SpA, Enel Chile SA, Enel Green Power Italia Srl, Eletropaulo Metropolitana Eletricidade de São Paulo SA, Enel Sole Srl, Enel X Way Srl and Enel X Way Italia Srl;
  • €2,722 million issued on behalf of the US company Enel Finance America LLC, to back the euro commercial paper and bond issue programs on the North American market and the credit line granted by EKF (Denmark's Export Credit Agency) to support the Group's sustainable investments;
  • €1,806 million issued on behalf of Enel Finance International NV to back the euro commercial paper program;
  • €1,150 million issued by Enel SpA to the Single Buyer on behalf of Servizio Elettrico Nazionale for

obligations under the electricity purchase contract;

  • €985 million as counter-guarantees in favor of the banks that guaranteed the Energy Markets Operator on behalf of Enel Global Trading SpA and Enel Produzione SpA;
  • €885 million issued to Terna on behalf of e-distribuzione SpA, Enel Global Trading SpA, Enel Produzione SpA, Enel X Italia Srl, Enel Green Power Italia Srl, Enel Energia SpA and Enel Green Power SpA, in respect of agreements for electricity transmission services;
  • €780 million issued to INPS on behalf of various Group companies whose employees elected to participate in the structural staff reduction plan (Article 4 of Law 92/2012);
  • €375 million in favor of Cassa Depositi e Prestiti issued on behalf of e-distribuzione SpA, which received the Enel Grid Efficiency II loan;
  • €489 million issued to Snam Rete Gas on behalf of Enel Global Trading SpA, Enel X Italia Srl, Enel Produzione SpA and Nuove Energie Srl for gas transport capacity;
  • €50 million issued to RWE Supply & Trading GmbH on behalf of Enel Global Trading SpA for electricity purchases;
  • €50 million issued to E.ON Energy Trading on behalf of Enel Global Trading SpA for trading on the electricity market;
  • €46 million issued on behalf of Enel Italia SpA to Ex-

39. Contingent assets and liabilities

BEG litigation - Italy, France, Luxembourg

Following an arbitration proceeding initiated by BEG SpA (BEG) in Italy, Enelpower SpA (Enelpower) obtained a ruling in its favor in 2002, which was upheld by the Court of Cassation in 2010, which entirely rejected the petition for damages with regard to alleged breach by Enelpower of an agreement concerning the assessment of the possible construction of a hydroelectric power station in Albania. Subsequently, BEG, acting through its subsidiary Albania BEG Ambient, filed suit against Enelpower and Enel SpA (Enel) in Albania concerning the matter, obtaining a ruling from the District Court of Tirana on March 24, 2009, upheld by the Albanian Court of Cassation, ordering Enelpower and Enel to pay tortious damages of about €25 million for 2004 as well as an unspecified amount of tortious damages for subsequent years. Following the ruling, Albania BEG Ambient demanded payment celsia Nove for the performance of obligations under rental contracts;

• €6,098 million issued to various beneficiaries as part of financial support activities by the Parent on behalf of subsidiaries.

Compared with December 31, 2023, the decrease in other sureties and guarantees issued on behalf of subsidiaries is mainly attributable to the disposals of interests held in renewable companies. The decrease also reflects the repayment of bonds with the aim of strengthening the Group's capital structure, in line with the financial strategy of the 2025-2027 Strategic Plan. Sureties and guarantees issued on behalf of joint ventures, associates and other companies decreased by €158 million; at December 31, 2023 the item included guarantees issued on behalf of Enel Green Power Australia (€118 million) and Enel Green Power Hellas (€40 million) prior to the sale of 50% of the investments during the year.

Sureties and guarantees issued on behalf of third parties, in the amount of €85 million, regard guarantees issued to various beneficiaries and are connected with the sale to the Greek company Public Power Corporation SA of equity interests held by the Enel Group in Romania, completed in October 2023.

In its capacity as the Parent, Enel SpA has also granted letters of patronage to a number of Group companies, essentially for assignments of receivables.

of more than €430 million.

In November 2016, Enel and Enelpower filed a petition with the Albanian Court of Cassation, asking for the ruling issued by the District Court of Tirana on March 24, 2009 to be voided. At the hearing of November 6, 2024 the Court rejected the petition.

With a ruling of the Court of Appeal of Rome of March 7, 2022, the further proceedings undertaken by Enel and Enelpower before the Court of Rome were concluded, having sought recognition of BEG's liability for having circumvented the arbitration award rendered in Italy in favor of Enelpower through the aforementioned initiatives undertaken by the subsidiary ABA. With the ruling, the Court of Appeal of Rome upheld the ruling of first instance rendered by the Court of Rome on June 16, 2015, which had denied the petition in the proceeding.

On May 20, 2021, the European Court of Human Rights (ECHR) issued a ruling with which it decided the appeal

brought by BEG against the Italian State for violation of Article 6.1 of the European Convention on Human Rights. With this decision, the Court denied BEG's request to reopen the above arbitration proceedings, and also rejected BEG's claim for pecuniary damages amounting to about €1.2 billion due to the absence of a causal link with the disputed conduct, granting it €15,000 in non-pecuniary damages.

Nonetheless, on December 29, 2021, BEG, with an action that the company and its legal counsel deemed unfounded and specious, also decided to sue the Italian State before the Court of Milan, to demand, as a consequence of the ECHR ruling, damages for tortious liability in an amount of about €1.8 billion. In this case, BEG also involved Enel and Enelpower by way of a claim of joint and several liability. With an order of June 14, 2022, the Court of Milan, in accepting the objection of territorial incompetence raised by the State Attorney, declared its incompetence to hear the dispute in favor of the Court of Rome, the court exclusively competent to hear the causes in which the Italian State is involved, ordering BEG to pay the costs of the proceedings in favor of the defendants. BEG did not resume the judgment before the Court of Rome within the legal term of 14 October 2022 and therefore the proceeding was extinguished.

154

A short time later, on November 3, 2022, BEG resubmitted the same claims for damages of the terminated proceeding, serving a new writ of summons before the Court of Milan against the same defendants, with the exception of the Italian State, which BEG declared not to wishing to agree to this judgement. Enel and Enelpower are preparing their defenses to proceed with the appearance in court in order to contest the claim, which is considered entirely specious and unfounded, like the previous similar initiative. Following the hearing for admission of evidence, the Court issued an order on October 26, 2023 denying the preliminary requests of the plaintiff and, considering the case ready for decision, scheduled final arguments for October 17, 2024, when the parties exchanged their final arguments. We are awaiting a decision.

Proceedings undertaken by Albania BEG Ambient Shpk (ABA) to obtain enforcement of the ruling of the District Court of Tirana of March 24, 2009

Italy

With an appeal notified on September 11, 2023, Albania BEG Ambient Shpk (ABA) initiated a proceeding before the Court of Appeal of Rome against Enel SpA and Enelpower Srl, in order to obtain, pursuant to Article 67 of Law 218/1995, enforcement of the ruling of the Court of Tirana of March 24, 2009. The two companies are preparing their defense to contest the claim for execution in Italy as well. Following the initial hearing, the Court of Appeal adjourned the proceeding until September 18, 2025 for oral arguments.

France

In 2012, ABA filed suit against Enel and Enelpower with the Tribunal de Grande Instance in Paris in order to render the ruling of the Albanian court enforceable in France. On January 29, 2018, the Tribunal de Grande Instance rejected ABA's claim. Among other issues, the Tribunal de Grande Instance ruled that: (i) the Albanian ruling conflicted with an existing decision (the arbitration ruling of 2002) and that (ii) the fact that BEG sought to obtain in Albania what it was not able to obtain in the Italian arbitration proceeding, resubmitting the same claim through ABA, represented fraud.

Subsequently, with a ruling of May 4, 2021, the Paris Court of Appeal denied the appeal by ABA, in full, upholding the ruling at first instance and, in particular, fully upholding the non-compatibility of the Albanian ruling with the arbitration award of 2002, ordering it to reimburse Enel and Enelpower €200,000 each for legal costs. With a ruling of May 17, 2023 the French Cour de Cassation rejected ABA's appeal, thereby definitively denying the ABA's petition for execution.

Following the favorable ruling of the Court of Appeal, Enel initiated a separate proceeding to obtain release of the precautionary attachments granted to ABA of any receivables of Enel in respect of Enel France. With an order of June 16, 2022, the Court of Paris ordered the release of the precautionary attachments while also ordering ABA to pay Enel a total of about €146,000 in damages and legal costs. ABA challenged the aforementioned release order and the appeal was granted by the Paris Court of Appeal with a decision of May 17, 2023. On June 16, 2023 Enel filed a petition and on December 15, 2023 formally appealed that ruling before the French Cour de Cassation. On April 18, 2024, ABA appeared in court, communicating the release of the precautionary attachments and requesting the Cour de Cassation to terminate the proceedings due to the cessation of the subject matter of the dispute. Enel opposed the request for termination of the proceedings; the Court's decision on the matter is pending.

The Netherlands

In 2014, ABA filed suit with the Court of Amsterdam to render the ruling of the Albanian court enforceable in the Netherlands.

3. Separate financial statements 1. Report on Operations 2. Corporate governance 4. Reports

Following an initial ruling of June 29, 2016, in favor of ABA, in a ruling of July 17, 2018, the Amsterdam Court of Appeal upheld the appeal advanced by Enel and Enelpower, ruling that the Albanian judgment cannot be recognized and enforced in the Netherlands, as it was arbitrary and manifestly unreasonable and therefore contrary to Dutch public order. Subsequently, the proceeding before the Court of Appeal continued with regard to the subordinate question raised by ABA with which it asked the Dutch court to rule on the merits of the dispute in Albania and in particular the alleged tortious liability of Enel and Enelpower in the failure to build the power plant in Albania. On December 3, 2019, the Amsterdam Court of Appeal issued a definitive ruling in which it rejected any claim made by ABA, thereby confirming the denial of recognition and enforcement of the Albanian ruling in the Netherlands. Moreover, having re-analyzed the merits of the case under Albanian law, the Court found no tortious liability on the part of Enel and Enelpower and ordered ABA to reimburse the companies for the losses incurred in illegitimate conservative seizures, to be quantified as part of a specific procedure, and the costs of the trial and appeal proceedings.

On July 16, 2021 the Supreme Court completely rejected ABA's appeals, ordering it to reimburse court costs.

Luxembourg

In Luxembourg, again at the initiative of ABA, J.P. Morgan Bank Luxembourg SA was also served with an order for a number of precautionary seizures of any receivables of both Enel Group companies in respect of the bank. In parallel ABA filed a claim to obtain enforcement of the ruling of the Court of Tirana in Luxembourg.

Owing to a number of procedural delays, the proceeding is still in the initial stages and no ruling has been issued. In particular, after several legal representatives appointed by ABA withdrew from the cause, on September 2023 the court suspended the proceeding.

United States and Ireland

In 2014, ABA had initiated two proceedings requesting execution of the Albanian sentence before the courts of the State of New York and Ireland, which both ruled in favor of Enel and Enelpower, respectively, on February 23 and February 26, 2018. Accordingly, there are no lawsuits pending in Ireland or New York State.

Kino arbitration – Mexico

On September 16, 2020, Kino Contractor SA de Cv (Kino Contractor), Kino Facilities Manager SA de Cv (Kino Facilities) and Enel SpA (Enel) were notified of a request for arbitration filed by Parque Solar Don José SA de Cv, Villanueva Solar SA de Cv and Parque Solar Villanueva Tres SA de Cv (together, "Project Companies") in which the Project Companies alleged the violation (i) by Kino Contractor of certain provisions of the EPC Contract and (ii) by Kino Facilities of certain provisions of the Asset Management Agreement, both contracts concerning solar projects owned by the three companies filing for arbitration. Enel – which is the guarantor of the obligations assumed by Kino Contractor and Kino Facilities under the above contracts – has also been called into the arbitration proceeding, but no specific claims have been filed against it for the moment. The Project Companies, in which Enel Green Power SpA is a non-controlling shareholder, are controlled by CDPQ Infraestructura Participación SA de Cv (which is controlled by Caisse de Dépôt et Placement du Québec) and CKD Infraestructura México SA de Cv. On August 4, 2023, the arbitration ruling was notified. The arbitration board declared that it did not have jurisdiction against Enel SpA and, in partially granting the claim of the Project Companies, ordered Kino Contractor and Kino Facilities (now Enel Services Mexico SA de Cv - Enel Services) to pay penalties totaling about \$77 million, plus interest at an annual rate of 6%. Subsequently, Kino Contractor and Enel Services filed a petition requesting correction of the arbitration award, which was partially granted and, on December 13, 2023, they filed a petition to void the award before the Mexican courts. Subsequently, the Project Companies have requested the recognition and enforcement of the arbitration award. The proceeding is pending.

In December 2023, the Project Companies filed a suit before the Supreme Court of the State of New York against Enel, in its capacity as guarantor of the obligations assumed by Kino Contractor, to request payment due by the latter under the provisions of the arbitration award. This proceeding concluded with a favorable decision on December 3, 2024, which fully recognized Enel's defenses. On December 17, 2024, the Project Companies filed an appeal and Enel, on December 24, 2024, filed a conditional cross appeal. The proceeding is pending.

40. Future accounting standards

The following provides a list of accounting standards, amendments and interpretations that will take effect for the Company after December 31, 2024.

  • "IFRS 18 Presentation and Disclosure in Financial Statements", issued in April 2024. The new standard, regarding the presentation and disclosure in the financial statements, will replace "IAS 1 – Presentation of Financial Statements", introducing new requirements in order to provide users with more relevant and transparent information, focusing on updates relating to the income statement. In detail, the key concepts introduced by IFRS 18 are related to:
    • the structure of the income statement, requiring new and specific subtotals;
    • the requirement to determine the most functional grouping for the presentation of expenses in the income statement;
    • the presentation in a single note within the financial statements of disclosure on the management-defined performance measures, corresponding to subtotals of revenue and costs used in public communications reported outside the financial statements; and
  • improved principles of aggregation and disaggregation of information.

The standard is effective, subject to endorsement, retrospectively for annual periods beginning on or after January 1, 2027. Earlier application is permitted.

  • "IFRS 19 Subsidiaries without Public Accountability: Disclosures", issued in May 2024. The new voluntary standard allows eligible subsidiaries to apply reduced disclosures. Subsidiaries are eligible to apply the standard if:
    • they do not have public accountability; and
    • its ultimate or intermediate parent prepares consolidated financial statements available for public use that comply with IFRS Accounting Standards.

The standard applies, subject to endorsement, for annual periods beginning on or after January 1, 2027. Earlier application is permitted.

"Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture", issued in September 2014. The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the assets sold or contributed to an associate or joint venture constitute a "business" (as defined in IFRS 3). The IASB has deferred the effective date of these amendments indefinitely.

  • "Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability", issued in August 2023. The amendments require the application of a consistent approach in determining whether a currency is exchangeable for another and, when it is not, in determining the exchange rate to be used and the disclosure to be provided. The amendments will take effect for annual periods beginning on or after January 1, 2025.
  • "Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments", issued in May 2024. The amendments include new requirements intended to:
    • clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
    • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
    • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
    • update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

The amendments will apply, subject to endorsement, for annual periods beginning on or after January 1, 2026.

  • "Annual Improvements Volume 11", issued in July 2024. The document contains formal amendments and clarification for existing standards. In detail, the following standards have been modified:
    • "IAS 7 Cost method"; the amendment eliminates the term "cost method", no longer defined in IFRS accounting principles;
    • "IFRS 9 Lessee derecognition of lease liabilities"; the amendment addresses a potential lack of clarity regarding how a lessee accounts for the derecognition of a lease liability by clarifying that any resulting gain or loss should be recognized in profit or loss;
    • "IFRS 9 Transaction price"; the amendment removes the reference in Appendix A of IFRS 9 to the definition of "transaction price" in IFRS 15, since the term is used in a number of paragraphs of IFRS

9 with a meaning that is not necessarily consistent with the definition of that term in IFRS 15;

  • "IFRS 7 Gain or loss on derecognition"; the amendment clarifies potential confusion arising from an obsolete reference to a paragraph that was removed from the standard when "IFRS 13 - Fair Value Measurement" was issued;
  • "IFRS 7 Disclosure of deferred difference between fair value and transaction price"; the amendment clarifies an inconsistency between the standard and the related implementation guidelines, which emerged when an amendment, consequent to the issuance of IFRS 13, was made to the standard, but not to the corresponding paragraph of the implementation guidelines;
  • "IFRS 7 Introduction and credit risk disclosures"; the amendment addresses potential confusion by clarifying how to apply the relevant application guidance and simplifying some explanations;
  • "IFRS 10 Determination of a 'de facto agent'"; the amendment clarifies how an investor must determine whether another person is acting on their behalf;
  • "IFRS 1 Hedge accounting by a first-time adopter"; the amendment improves consistency between hedge accounting requirements in IFRS 9 and IFRS 1.

Each amendment applies, subject to endorsement, for annual periods beginning on or after January 1, 2026. Earlier application is permitted.

"Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity", issued in December 2024. The amendments aim to better represent the financial effects arising from certain contracts for the purchase or sale of electricity from renewable sources (e.g. wind and solar). Such contracts involve exposure to the volatility of the underlying quantity of electricity because the source of its generation depends on uncontrollable natural conditions (e.g. weather conditions). Examples provided include both contracts for the purchase or sale of electricity from renewable sources, often structured as long-term agreements (i.e. physical Power Purchase Agreements, PPAs), and financial instruments that refer to this type of electricity (i.e. Virtual Power Purchase Agreements, VPPAs).

The amendments are as follows:

  • the application of the "own use exception" to physical PPAs is permitted if the company has been, and plans to be, a net purchaser of electricity in the contract period (i.e. purchases of renewable electricity sufficiently offset any sales of unused electricity within the same market);
  • the application of hedge accounting is permitted to Virtual PPAs (i.e. contracts that do not provide for the physical delivery of energy and whose settlement is based on the difference between the market price of energy and the strike price provided for in the contract) or to PPAs for which it is not possible to apply the own use exemption. In particular, such contracts can be used as hedging instruments for a variable nominal amount of forecast electricity transactions, aligned with the variable amount that is expected to be provided by the generation plant to which the hedging instrument refers. If the cash flows of the hedging instrument are conditional on the occurrence of a designated forecasted transaction, it is assumed that the transaction is highly probable;
  • additional disclosure requirements have been introduced to clarify the effects of such contracts on cash flows and financial performance. In addition, specific disclosures are required in the event of adoption of the own-use exception.

The amendments apply for annual periods beginning on or after January 1, 2026. Earlier application is permitted.

The Company is assessing the potential impact of the future application of the new provisions.

41. Events after the reporting period

Enel places new €2 billion perpetual hybrid bonds, with an average coupon of 4.375% and an average cost lower than current market levels

On January 7, 2025, Enel SpA has successfully launched on the European market new non-convertible, subordinated perpetual hybrid bonds for institutional investors, denominated in euros, for an aggregate amount of €2 billion.

The new issue is structured in the following two series: a €1,000 million bond with an annual fixed coupon of 4.250% to be paid until (but excluding) the first reset date of April 14, 2030; a €1,000 million bond with an annual fixed coupon of 4.500% which will be paid until (but excluding) the first reset date of January 14, 2033. The issue totaled orders in the amount of about €6.8 billion; the response from investors allowed the achievement of an average coupon of 4.375%.

Enel launches a triple-tranche €2 billion sustainability-linked bond in the Eurobond market

On February 17, 2025, Enel Finance International NV launched a sustainability-linked bond for institutional investors in the Eurobond market of a total €2 billion. The issue is guaranteed by Enel and envisages the use of two sustainability Key Performance Indicators for each tranche, illustrated in the Sustainability-Linked Financing Framework, last updated in December 2024. The issue, which has an average duration of approximately six years, has an average coupon lower than 3% and is structured in the following three tranches: (i) €750 million at a fixed rate of 2.625%, with settlement date set on February 24, 2025, maturing on February 24, 2028; (ii) €750 million at a fixed rate of 3.000%, with settlement date set on February 24, 2025, maturing on February 24, 2031; (iii) €500 million at a fixed rate of 3.500%, with settlement date set on February 24, 2025, maturing on February 24, 2036.

Enel signs a €12 billion committed revolving credit line

On February 19, 2025, Enel SpA and its subsidiary Enel Finance International NV (EFI) signed a committed, revolving, sustainability-linked credit facility for an amount of €12 billion and a maturity of five years. The facility foresees the use of a sustainability Key Performance Indicator illustrated in the Sustainability-Linked Financing Framework linked to the "Percentage of capex aligned with the EU Taxonomy" in addition to the achievement of a Sustainability Performance Target equal to or greater than 80% as of December 31, 2026 for the 2024-2026 period. This facility replaces the previous credit line that had been signed in March 2021, and subsequently amended, with an overall value of €13.5 billion.

42. Fees of the Audit Firm pursuant to Article 149-duodecies of the CONSOB Issuers Regulation

Fees pertaining to 2024 paid by Enel SpA and its subsidiaries at December 31, 2024 to the Audit Firm and entities belonging to its network for services are summarized in the following table, pursuant to the provisions of Article 149-duodecies of the CONSOB Issuers Regulation.

Type of service Entity providing the service Fees (millions of euro)
Enel SpA
Auditing of which:
- KPMG SpA 0.5
- entities of the KPMG network -
Certification services of which:
- KPMG SpA 1.9
- entities of the KPMG network -
Other services of which:
- KPMG SpA -
- entities of the KPMG network -
Total 2.4
Subsidiaries of Enel SpA
Auditing of which:
- KPMG SpA 5.0
- entities of the KPMG network 6.2
Certification services of which:
- KPMG SpA 1.2
- entities of the KPMG network 2.0
Other services of which:
- KPMG SpA -
- entities of the KPMG network -
Total 14.4
TOTAL 16.8

Declaration of the Chief Executive Officer and the officer in charge of financial reporting of Enel SpA at December 31, 2024, pursuant to the provisions of Article 154-bis, paragraph 5, of Legislative Decree 58 of February 24, 1998 and Article 81-ter of CONSOB Regulation no. 11971 of May 14, 1999

  • 1. The undersigned Flavio Cattaneo and Stefano De Angelis, in their respective capacities as Chief Executive Officer and officer in charge of financial reporting of Enel SpA, hereby certify, taking account of the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 of February 24, 1998:
    • a. the appropriateness with respect to the characteristics of the Company and
    • b. the effective adoption of the administrative and accounting procedures for the preparation of the separate financial statements of Enel SpA in the period between January 1, 2024 and December 31, 2024.
  • 2. In this regard, we report that:
    • a. the appropriateness of the administrative and accounting procedures used in the preparation of the separate financial statements of Enel SpA has been verified in an assessment of the internal control system for financial reporting. The assessment was carried out on the basis of the guidelines set out in the "Internal Controls - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO);
  • b. the assessment of the internal control system for financial reporting did not identify any material issues.
  • 3. In addition, we certify that the separate financial statements of Enel SpA at December 31, 2024:
    • a. have been prepared in compliance with the International Financial Reporting Standards recognized in the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of July 19, 2002;
    • b. correspond to the information in the books and other accounting records;
    • c. provide a true and fair representation of the financial position, financial performance and cash flows of the issuer.
  • 4. Finally, we certify that the Report on Operations accompanying the separate financial statements of Enel SpA at December 31, 2024, contains a reliable analysis of operations and performance, as well as the situation of the issuer, together with a description of the main risks and uncertainties to which it is exposed.

Rome, March 13, 2025

Flavio Cattaneo Stefano De Angelis Chief Executive Officer of Enel SpA Officer in charge

of financial reporting of Enel SpA

CHAPTER 4 REPORTS

Report of the Board of Statutory Auditors to the Shareholders' Meeting of Enel SpA

(pursuant to Article 153 of Legislative Decree 58/1998)

  1. Report on Operations 2. Corporate governance 3. Separate financial statements

REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING OF ENEL SpA CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR

2024

(pursuant to Article 153 of Legislative Decree 58/1998)

Shareholders,

The current Board of Statutory Auditors of Enel SpA (hereinafter "Enel" or the "Company") was appointed by the Shareholders' Meeting of May 19, 2022.

During the year ended December 31, 2024 we performed the oversight activities envisaged by law. In particular, pursuant to the provisions of Article 149, paragraph 1, of Legislative Decree 58 of February 24, 1998 (hereinafter the "Consolidated Law on Financial Intermediation") and Article 19, paragraph 1 of Legislative Decree 39 of January 27, 2010 (hereinafter "Decree 39/2010"), we monitored:

  • compliance with the law and the corporate bylaws as well as compliance with the principles of sound administration in the performance of the Company's business;
  • the Company's financial and non-financial reporting processes and the adequacy of the administrative and accounting system, as well as the reliability of the latter in representing operational events;
  • the statutory audit of the annual and consolidated accounts, the certification of compliance of the consolidated Sustainability Statement, and the independence of the audit firm, also in its capacity as sustainability auditor;
  • the adequacy and effectiveness of the internal control and risk management system regarding both financial and non-financial reporting;
  • the adequacy of the organizational structure of the Company, within the scope of our responsibilities;
  • the implementation of the corporate governance rules as provided for by 2020 version of the Italian Corporate Governance Code (hereinafter, the "Corporate Governance Code"), which the Company has adopted;
  • the appropriateness of the instructions given by the Company to its subsidiaries to enable Enel to meet statutory public disclosure requirements.

In performing our checks and assessments of the above issues, we did not find any issues that would merit reporting here.

In compliance with the instructions issued by CONSOB with Communication no. DEM/1025564 of April 6, 2001, as amended, we report the following:

  • we monitored compliance with the law and the bylaws and we have no issues to report;
  • on a quarterly basis, we received adequate information from the Chief Executive Officer, as well as through our participation in the meetings of the Board of Directors of Enel, on activities performed, general developments in operations and the outlook, and on transactions with the most significant impact on performance or the financial position carried out by the Company and its subsidiaries. The actions approved and implemented appeared to be in compliance with the law and the bylaws and were not manifestly imprudent, risky, in potential conflict of interest or in contrast with the resolutions of the Shareholders' Meeting or otherwise prejudicial to the integrity of the Company's assets. For a discussion of the features of the most significant transactions, please see the Report on Operations accompanying the separate financial statements of the Company and the consolidated financial statements of the Enel Group for 2024 (in the section "Significant events in 2024");
  • we did not find any atypical or unusual transactions conducted with third parties, Group companies or other related parties;
  • in the section "Related parties" of the notes to the separate financial statements for 2024 of the Company, the directors describe the main transactions with relatedparties – the latter being identified on the basis of international accounting standards and the instructions of CONSOB – carried out by the Company, to which readers may refer for details on the transactions and their financial impact. They also detail the procedures adopted to ensure that related-party transactions are carried out in accordance with the principles of transparency and procedural and substantive fairness. On the basis of our oversight activities, we found that the transactions were carried out in compliance with the approval and execution processes set out in the related procedure – adopted in compliance with the provisions of Article 2391-bis of the Italian Civil Code and the implementing regulations issued by CONSOB – described in the report on corporate governance and ownership structure for 2024. All transactions with related parties reported in the notes to the separate financial statements for 2024 of the Company were executed as part of ordinary operations in the interest of the Company and settled on market terms and conditions;
    • the Company declares that it has prepared its separate financial statements for 2024 on the basis of international accounting standards (IAS/IFRS) – and the

interpretations issued by the IFRIC and the SIC – endorsed by the European Union pursuant to Regulation (EC) no. 1606/2002 and in force at the close of 2024 (hereinafter the "IFRS-EU"), as well as the provisions of Legislative Decree 38 of February 28, 2005 and its related implementing measures, as it did the previous year. The Company's separate financial statements for 2024 have been prepared on a going-concern basis. The notes to the separate financial statements give detailed information on the accounting standards and measurement criteria adopted, accompanied by an indication of the standards applied for the first time in 2024, which as indicated in the notes did not have a significant impact in the year under review;

  • the separate financial statements for 2024 of the Company underwent the statutory audit by the audit firm, KPMG SpA which issued an unqualified opinion, including with regard to the consistency of the Report on Operations and certain information in the report on corporate governance and ownership structure of the Company with the financial statements, as well as compliance with the provisions of law, pursuant to Article 14 of Decree 39/2010 and Article 10 of Regulation (EU) no. 537/2014. The report of KPMG SpA also includes the declaration provided pursuant to Article 14, paragraph 2(e-ter), of Decree 39/2010 stating that the audit firm did not identify any significant errors in the contents of the Report on Operations;
  • the Company declares that it has also prepared the consolidated financial statements of the Enel Group for 2024 – as in the previous year – on the basis of international accounting standards (IFRS-EU) and the provisions of Legislative Decree 38 of February 28, 2005 and its related implementing measures. The 2024 consolidated financial statements of the Enel Group are also prepared on a goingconcern basis. The notes to the consolidated financial statements provide a detailed discussion of the accounting standards and measurement criteria adopted, accompanied by an indication of standards applied for the first time in 2024, which did not have a significant impact in the year under review. Note also that, starting from 2021, in compliance with the provisions of Delegated Regulation (EU) 2019/815 of December 17, 2018 as amended (the "ESEF Regulation"), the Company has (i) drawn up its entire Annual Financial Report (including the separate financial statements and the respective Report on Operations, the consolidated financial statements and the respective reports on operations, including the consolidated Sustainability Statement for 2024, and the

associated certifications pursuant to Article 154-bis, paragraphs 5 and 5-ter, of the Consolidated Law on Financial Intermediation) in the single electronic reporting format XHTML (Extensible Hypertext Markup Language), and (ii) marked up (with specific tags) the schedules of the consolidated financial statements and the related explanatory notes using the iXBRL markup language (Inline eXtensible Business Reporting Language), in accordance with the ESEF taxonomy issued annually by ESMA, in order to facilitate the accessibility, analysis and comparability of the annual financial reports;

  • the consolidated financial statements for 2024 of the Enel Group underwent statutory audit by the audit firm KPMG SpA, which issued an unqualified opinion, pursuant to Article 14 of Decree 39/2010 and Article 10 of Regulation (EU) no. 537/2014. The report of KPMG SpA also includes:
    • a discussion of key aspects of the audit report on the consolidated financial statements; and
    • the declarations provided pursuant to Article 14, paragraph 2(e), (e-bis) and (e-ter), of Decree 39/2010, concerning, respectively, the consistency of the Report on Operations and certain information in the report on corporate governance and ownership structure with the consolidated financial statements, the compliance of the Report on Operations with the provisions of law, as well as a statement that the audit firm did not identify any significant errors in the contents of the Report on Operations.

Under the terms of its engagement, KPMG SpA also issued unqualified opinions on the financial statements for 2024 of the most significant Italian companies of the Enel Group. Moreover, during periodic meetings with the representatives of the audit firm, KPMG SpA, the latter did not raise any issues concerning the reporting packages of the main foreign companies of the Enel Group, selected by the auditors on the basis of the work plan established for the auditing of the consolidated financial statements of the Enel Group, that would have a sufficiently material impact to be reported in the opinion on those financial statements;

• taking due account of the recommendations of the European Securities and Markets Authority ("ESMA") issued on January 21, 2013, and most recently supplemented with the Public Statement of October 24, 2024, to ensure appropriate transparency concerning the methods used by listed companies in testing goodwill for impairment, in line with the recommendations contained in the joint Bank of Italy – CONSOB – ISVAP document no. 4 of March 3, 2010, and in the light of indications

of CONSOB in its Communication no. 7780 of January 28, 2016, the compliance of the impairment testing procedure with the provisions of IAS 36 was expressly approved by the Board of Directors of the Company, having obtained a favorable opinion in this regard from the Control and Risk Committee in February 2025, i.e. prior to the date of approval of the financial statements for 2024;

  • we examined the Board of Directors' proposal for the allocation of net profit for 2024 and the distribution of available reserves and have no comments in this regard;
    • we monitored, within the scope of our responsibilities, the adequacy of the organizational structure of the Company (and the Enel Group as a whole), obtaining information from the competent department heads and in meetings with the boards of auditors or equivalent bodies of a number of the main Enel Group companies in Italy and abroad, for the purpose of the reciprocal exchange of material information. In this respect, in 2024 the Enel Group has adopted an organizational model, structured into:
      • (i) four global business lines, which are charged with developing, building, operating and maintaining assets, conducting trading activities and developing and managing the portfolio of new products and services (besides the commodity) in all the geographical areas in which the Group operates. The four global business lines are: Enel Green Power and Thermal Generation, Global Energy and Commodity Management & Chief Pricing Officer, Enel Grids and Innovability, Enel X Global Retail;
      • (ii) two Countries (Italy and Iberia) and a Region (Rest of the World), which are charged with achieving economic-financial results, managing relationships with customers and institutions, sales of electricity, gas and new products and services at country level, as well as performing staff and service activities in support of the business lines in the geographical areas in which the Group operates;
      • (iii) a global service function (Global Services), which is charged with the integrated management of all Group activities connected with the development and governance of digital solutions, purchasing as well as insourcing processes in collaboration with the People and Organization Function, managing the real estate portfolio, maximizing its value, and the related general services;
      • (iv) seven Holding Company Staff Functions, which are charged with the strategic direction, coordination and control activities of the entire Group, broken down

as follows: CEO Office and Strategy, Administration, Finance and Control, People and Organization, External Relations, Legal, Corporate, Regulatory and Antitrust Affairs, Audit and Security. In particular, the CEO Office and Strategy Function is charged with providing support to the CEO in defining and directing the Group's strategic decisions and defining the medium-long term strategic positioning for the entire Group, developing strategic scenarios that also consider the effects of climate change.

We found no issues concerning the adequacy of the organizational system described above in supporting the strategic development of the Company and the Enel Group or the consistency of that system with control requirements;

  • we met with the boards of auditors or equivalent bodies of a number of the Group's main companies in Italy and abroad. No material issues emerged from the exchange of information that would require mention here;
  • we monitored the independence of the audit firm, also in its capacity as sustainability auditor, having received today from KPMG SpA specific written confirmation that they met that requirement (pursuant to the provisions of Article 6, paragraph 2(a), of Regulation (EU) 537/2014) and paragraph 17 of international standard on auditing (ISA Italia) 260 and having discussed the substance of that declaration with the audit partner. In this regard, we also monitored – as provided for under Article 19, paragraph 1(e), of Decree 39/2010 – the nature and the scale of non-audit services provided to the Company and other Enel Group companies by KPMG SpA and the entities belonging to its network. The fees due to KPMG SpA and the entities belonging to its network are reported in the notes to the separate financial statements of the Company. Following our examinations and in accordance with applicable legislation, the Board of Statutory Auditors found no critical issues concerning the independence of KPMG SpA.

We held periodic meetings with the representatives of the audit firm, pursuant to Article 150, paragraph 3, of the Consolidated Law on Financial Intermediation, and no material issues emerged that would require mention in this report.

With specific regard to the provisions of Article 11 of Regulation (EU) 537/2014, KPMG SpA today provided the Board of Statutory Auditors with the "additional report" for 2024 on the results of the statutory audit carried out, which indicates no significant difficulties encountered during the audit or any significant shortcomings in the internal control system for financial reporting or the Enel accounting system that would raise issues requiring mention in the opinion on the

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separate and consolidated financial statements. The Board of Statutory Auditors will transmit that report to the Board of Directors promptly, accompanied by any comments it may have, in accordance with Article 19, paragraph 1(a), of Decree 39/2010. As at the date of this report, the audit firm also reported that it did not prepare any management letter for 2024;

• we monitored the financial and non-financial reporting processes, the appropriateness of the administrative and accounting system and its reliability in representing operational events, as well as compliance with the principles of sound administration in the performance of the Company's business and we have no comments in that regard. We conducted our checks by obtaining information from the head of the Administration, Finance and Control department (taking due account of the head's role as the officer responsible for the preparation of the Company's financial reports), examining Company documentation and analyzing the findings of the examinations performed by KPMG SpA. The Chief Executive Officer and the officer responsible for the preparation of the financial reports of Enel issued a statement (regarding the Company's 2024 separate financial statements) certifying (i) the appropriateness with respect to the characteristics of the Company and the effective adoption of the administrative and accounting procedures used in the preparation of the financial statements; (ii) the compliance of the content of the financial reports with international accounting standards IFRS-EU; (iii) the correspondence of the financial statements with the information in the books and other accounting records and their ability to provide a true and fair representation of the performance and financial position of the Company; and (iv) that the Report on Operations accompanying the financial statements contains a reliable analysis of operations and performance, as well as the situation of the issuer, together with a description of the main risks and uncertainties to which it is exposed. The statement also affirmed that the appropriateness of the administrative and accounting procedures used in the preparation of the separate financial statements of the Company had been verified in an assessment of the internal control system for financial reporting (supported by the findings of the independent testing performed by a qualified external advisor) and that the assessment of the internal control system did not identify any material issues. An analogous statement was prepared for the consolidated financial statements for 2024 of the Enel Group. The Chief Executive Officer and the officer in charge of Enel's financial reporting have also certified with a specific declaration that the

consolidated Sustainability Statement, included in the Report on Operations of the 2024 consolidated financial statements of the Enel Group, has been prepared in compliance with the European Sustainability Reporting Standards ("ESRS") and the provisions of Article 8, paragraph 4, of Regulation (EU) 2020/852 on the taxonomy of environmentally sustainable economic activities (hereinafter "Taxonomy Regulation");

  • we monitored the adequacy and effectiveness of the internal control system, primarily through systematic participation of the head of the Audit department of the Company in the meetings of the Board of Statutory Auditors and attending all the meetings of the Control and Risk Committee – in almost all cases held in a joint session – as well as through periodic meetings with the body charged with overseeing the operation of and compliance with the organizational and management model adopted by the Company pursuant to Legislative Decree 231/2001. In the light of our examination and in the absence of significant issues, there are no reasons to doubt the adequacy and effectiveness of the internal control and risk management system. In February 2025, the Board of Directors of the Company expressed an analogous assessment of the situation and also noted, in November 2024, that the main risks associated with the strategic targets set out in the 2025-2027 Business Plan were compatible with the management of the Company in a manner consistent with those targets;
  • in 2024 no petitions were received by the Board of Auditors nor did we receive any complaints concerning circumstances deemed censurable pursuant to Article 2408 of the Italian Civil Code;
  • we monitored the effective implementation of the Corporate Governance Code, verifying the compliance of Enel's corporate governance arrangements with the recommendations of the Code. Detailed information on the Company's corporate governance system can be found in the report on corporate governance and ownership structure for 2024;
  • in July 2024 we adopted specific organizational rules for the Board of Statutory Auditors, governing its operations, in compliance with the provisions of laws and regulations, the bylaws, as well as the principles established by the Italian Corporate Governance Code and the Rules of Conduct of the Board of Statutory Auditors of listed companies, prepared by the National Council of Chartered Accountants and Accounting Experts;

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  • in July 2024 the Board of Statutory Auditors verified that, in evaluating the independence of non-executive directors, the Board of Directors correctly applied the assessment criteria specified in the Corporate Governance Code and the principle of the priority of substance over form that must inform the application of the Code's recommendations in general, adopting a transparent procedure, the details of which are discussed in the report on corporate governance and ownership structure for 2024. With regard to the so-called "self-assessment" of the independence of its members, in February 2024 (and most recently in March 2025) the Board of Statutory Auditors ascertained that all standing statutory auditors met the relevant requirements set out in the Consolidated Law on Financial Intermediation and in the Corporate Governance Code;
  • at the end of 2024 and during the first two months of 2025, the Board of Statutory Auditors, with the support of an independent advisory firm, conducted a board review assessing the size, composition and functioning of the Board of Statutory Auditors, similar to the review conducted for the Board of Directors. This is a best practice that the Board of Statutory Auditors intended to adopt since 2018, even in the absence of a specific recommendation of the Corporate Governance Code. The approach adopted in performing the board review and its findings for 2024 are described in detail in the report on corporate governance and ownership structure for 2024. Based on the results of the board review and taking into account the provisions of its Diversity policy (approved on January 29, 2018), the Board of Statutory Auditors – in view of the end of the office term, scheduled for the Shareholders' Meeting convened to approve the financial statements for the year at December 31, 2024 – has prepared specific Guidelines to shareholders on the profiles and professional skills and experiences that are deemed more appropriate to ensure the effective working of the new Board;
  • during 2024 the Board of Statutory Auditors also participated in an induction program, characterized by specific studies to update directors and statutory auditors on climate change, cyber security and innovation. Given the different timing of the renewal of the Board of Statutory Auditors compared with that of the Board of Directors, it is recommended that, upon the renewal of the Board of Statutory Auditors, a specific "onboarding" plan be prepared, aimed at promoting an in-depth overview of operations and organization of the Enel Group for the benefit of the new members;

  • we monitored the application of the provisions of Legislative Decree 125 of September 6, 2024, concerning corporate sustainability reporting, pursuant to Article 10 paragraph 1 of the Decree. In performing that activity, we monitored the adequacy of the organizational, administrative, reporting and control system established by the Company in order to enable the accurate representation, within the corporate Sustainability Statement for 2024, of the information necessary to understand the Enel Group's impact on sustainability issues, as well as the impact of sustainability issues on the Group's performance, results and position, and have no comments in this regard. The audit firm KPMG SpA, in its capacity as auditor of the consolidated Sustainability Statement of the Enel Group for 2024, has issued, pursuant to Article 14-bis of Decree 39/2010, a "limited assurance" certification regarding: (a) the compliance of the consolidated Sustainability Statement at December 31, 2024 with the reporting standards applied pursuant to Legislative Decree 125/2024, and (b) the compliance with the disclosure requirements pursuant to Article 8 of the Taxonomy Regulation;
  • since the listing of its shares, the Company has adopted specific rules (most recently amended in September 2018) for the internal management and processing of confidential information, which also set out the procedures for the disclosure of documentation and information concerning the Company and the Group, with specific regard to inside information. Those rules (which can be consulted on the corporate website) contain specific provisions directed at subsidiaries to enable Enel to comply with statutory public disclosure requirements, pursuant to Article 114, paragraph 2, of the Consolidated Law on Financial Intermediation;
  • in 2002 the Company also adopted (and has subsequently updated, most recently in April 2025) a Code of Ethics (also available on the corporate website) that expresses the commitments and ethical responsibilities involved in the conduct of business, regulating and harmonizing corporate conduct in accordance with standards of transparency and fairness with respect to all stakeholders;
  • with regard to the provisions of Legislative Decree 231 of June 8, 2001 which introduced into Italian law a system of administrative liability for companies for certain types of offences committed by its directors, managers or employees on behalf of or to the benefit of the company – since July 2002 Enel has adopted a compliance program consisting of a "general part" and various "special parts" concerning the different offences specified by Legislative Decree 231/2001 that the program is intended to prevent. For a description of the manner in which the model

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4. Reports

has been adapted to the characteristics of the various Italian companies of the Group, as well as a description of the purposes of the "Enel Global Compliance Program" for the Group's foreign companies, please see the report on corporate governance and ownership structure for 2024. The structure that monitors the operation and compliance with the program and is responsible for updating it is a collegial body. This body, whose members were most recently appointed in July 2023, is still composed of three external members who jointly have specific professional expertise on corporate organization matters and corporate criminal law. The Board of Statutory Auditors received systematic information on the main activities carried out in 2024 by that body, including in meetings with its members. Our examination of those activities found no facts or situations that would require mention in this report;

  • in 2024 the Board of Statutory Auditors issued a favorable opinion (at the meeting of February 7, 2024) on the 2024 Audit Plan, in accordance with the provisions of Recommendation 33, letter c) of the Corporate Governance Code;
  • a report on the fixed and variable compensation accrued by those who served as Chairman of the Board of Directors, the Chief Executive Officer/General Manager and other directors in 2024 for their respective positions and any compensation instruments awarded to them is contained in the second section of the Report on Remuneration Policy for 2025 and Remuneration Paid in 2024 referred to in Article 123-ter of the Consolidated Law on Financial Intermediation (for the sake of brevity, "Remuneration Report" hereinafter), approved by the Board of Directors, acting on a proposal of the Nomination and Compensation Committee on April 3, 2025 which will be published in compliance with the time limits established by law. The variable component of these remuneration instruments is linked to predetermined and measurable performance objectives, significantly linked to a long-term horizon, as well as consistent with the Group's strategic objectives and inclusive of non-financial parameters. The proposals to the Board of Directors concerning such forms of compensation and the determination of the associated parameters were prepared by the Nomination and Compensation Committee, which is mostly made up of nonexecutive independent directors, drawing on the findings of benchmark analyses, including at the international level, conducted by an independent consulting firm (the "advisor"). In addition, the second section of the Remuneration Report contains, in compliance with the applicable CONSOB regulations, specific disclosures

on the remuneration received in 2024 by the members of the oversight body and by key management personnel (in aggregate form for the latter).

The Board of Statutory Auditors also supervised the process of preparing the remuneration policy for 2025 – described in full in the first section of the Remuneration Report, without finding any critical issues. In particular, the oversight activity examined the consistency of the various measures envisaged by that policy with (i) the provisions of Directive (EU) 2017/828 as transposed into Italian law, with (ii) the recommendations of the Italian Corporate Governance Code, as well as with (iii) the results of the benchmark analysis carried out, including at the international level, by an independent consulting firm that the Nomination and Compensation Committee elected to engage;

  • during the preparation of the remuneration policy for 2025, the Board of Statutory Auditors – taking account of the recommendations in this regard by the Corporate Governance Code – asked the independent consulting firm to conduct an additional benchmark analysis to ascertain the adequacy of the remuneration paid to the members of the oversight body. This analysis was performed by the advisor with reference to two benchmarks:
    • as a benchmark external to Enel, the remuneration of the boards of statutory auditors reported in the documentation published on the occasion of 2024 Shareholders' Meetings by issuers belonging to a peer group composed of companies belonging to the FTSE MIB index1 with a similarly complex business, size, market competitiveness and ownership structure to Enel;
    • as a benchmark internal to Enel, the average remuneration paid to the members of the Board of Directors (excluding the Chairman and the Chief Executive Officer) in proportion to the number of meetings of the Board of Directors and the Board Committees of Enel in which they participate.

As regards the external benchmark, the advisor noted that again in 2024 Enel continues to lie at the extreme upper bound of the peer group by capitalization, turnover and number of employees.2 The analysis conducted by the advisor shows that the remuneration of the members of Enel's Board of Statutory Auditors is below

(1) The peer group consists of the following 18 companies: A2A, Assicurazioni Generali, Banco BPM, BPER Banca, Eni, Hera, Italgas Leonardo, Mediobanca, Nexi, Pirelli, Poste Italiane, Prysmian, Saipem, Snam, Telecom Italia, Terna and Unicredit.

(2) More specifically, at December 31, 2023 Enel ranks first by capitalization and turnover and fourth by number of employees, compared with the peer group.

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4. Reports

the benchmark median for the Chairman and substantially in line with the benchmark median for the other standing Auditors (-17% and -3%, respectively). As regards the internal benchmark, the advisor conducted a comparison between the remuneration per meeting paid to the members of the Board of Statutory Auditors and the average remuneration per meeting paid to the members of the Board of Directors of the Company (excluding the Chairman and the Chief Executive Officer), taking into account all meetings in which they respectively participated.3 This comparison appears even more significant than the external benchmark, since it refers to the members of a body of the same company in whose activities (both of the Board of Directors and Board committees) the members of the Board of Auditors are systematically called to participate – in addition to the meetings of the Board of which they are members.

This analysis found a significant disparity between the remuneration of the members of the two bodies. In fact, the remuneration per meeting paid to the Chairman of the Board of Statutory Auditors and to the other standing Auditors is approximately 67% and 71% lower than the average remuneration per meeting paid to nonexecutive Directors.

The lower remuneration of the members of the Board of Statutory Auditors compared to that of non-executive Directors also appears incongruous in light of the indications provided by CONSOB in Annex 5-bis to the Issuers' Regulation (adopted with resolution 11971 of May 14, 1999), Model 1, paragraph 3 ("Plurality of office calculation model") – where the role of "Issuer - Member of the internal control body" is assigned a greater weighting (equal to 1) than that of "Issuer - Director without delegated management powers and not an executive committee member" (equal to 0.75).

The Board of Statutory Auditors' oversight activity in 2024 was carried out in 23 meetings and with participation in the 12 meetings of the Board of Directors and participation in the annual Shareholders' Meeting, and, through the chairman or one or more of its members, in the 15 meetings of the Control and Risk Committee (14 of which were held jointly with the Board of Statutory Auditors), the 11 meetings of

3 Analysis carried out by the advisor taking into account the meetings of Enel's Board of Directors, Board Committees and Board of Statutory Auditors held in 2023, that is the last year for which complete remuneration data was available at the time the analysis was carried out.

the Nomination and Compensation Committee, the 6 meetings of the Related Parties Committee and the 7 meetings of the Corporate Governance and Sustainability Committee. The delegated magistrate of the State Audit Court participated in the meetings of the Board of Statutory Auditors and those of the Board of Directors. During the course of this activity and on the basis of information obtained from KPMG SpA, no omissions, censurable facts, irregularities or other significant developments were found that would require reporting to the regulatory authorities or mention in this report.

Based on the oversight activity performed and the information exchanged with the independent auditors KPMG SpA, we recommend that you approve the Company's financial statements for the year ended December 31, 2024 in conformity with the proposals of the Board of Directors.

Rome, April 15, 2025

The Board of Auditors

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____________________ Barbara Tadolini - Chairman

____________________ Luigi Borré – Auditor

____________________ Maura Campra – Auditor

Report of the Audit Firm

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KPMG S.p.A. Revisione e organizzazione contabile Via Curtatone, 3 00185 ROMA RM Telefono +39 06 80961.1 Email [email protected] PEC [email protected]

(This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Enel S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of Enel S.p.A. (the "company"), which comprise the statement of financial position as at 31 December 2024, the income statement and the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include material information on the accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of Enel S.p.A. as at 31 December 2024 and of its financial performance and cash flows for the year then ended in accordance with the IFRS Accounting Standards issued by the International Accounting Standards Board and endorsed by the European Union, as well as the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the separate financial statements" section of our report. We are independent of the company in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key audit matters

There are no key audit matters to report.

Responsibilities of the company's directors and board of statutory auditors ("Collegio Sindacale") for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with the IFRS Accounting Standards issued by the International Accounting

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Enel S.p.A. Independent auditors' report 31 December 2024

Standards Board and endorsed by the European Union, as well as the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the separate financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the company or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the company's financial reporting process.

Auditors' responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Report on Operations 2. Corporate governance 3. Separate financial statements

Enel S.p.A. Independent auditors' report 31 December 2024

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 16 May 2019, the company's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2020 to 31 December 2028.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The company's directors are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the separate financial statements at 31 December 2024 to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the separate financial statements with Commission Delegated Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2024 have been prepared in XHTML format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion and statement pursuant to article 14.2.e)/e-bis)/e-ter) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company's directors are responsible for the preparation of the reports on operations and on corporate governance and ownership structure at 31 December 2024 and for the consistency of such reports with the related separate financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to:

• express an opinion on the consistency of the report on operations and certain specific information presented in the report on corporate governance and ownership structure required by article 123 bis.4 of Legislative decree no. 58/98 with the separate financial statements;

Enel S.p.A. Independent auditors' report 31 December 2024

  • express an opinion on the consistency of the report on operations and certain specific information presented in the report on corporate governance and ownership structure required by article 123 bis.4 of Legislative decree no. 58/98 with the applicable law;
  • issue a statement of any material misstatements in the report on operations and certain specific information presented in the report on corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98.

In our opinion, the report on operations and the specific information presented in the report on corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98 are consistent with the company's separate financial statements at 31 December 2024.

Moreover, in our opinion, the report on operations and the specific information presented in the report on corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98 have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e-ter) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Rome, 15 April 2025

KPMG S.p.A.

184

(signed on the original)

Davide Utili Director of Audit

Notice of ordinary Shareholders' Meeting

An ordinary and extraordinary Shareholders' Meeting is convened, on single call, on May 22, 2025, at 2:00 pm, in Rome, at Via Dalmazia, no. 15, in order to discuss and resolve on the following

AGENDA

Ordinary part

  • 1. Financial statements as of December 31, 2024. Reports of the Board of Directors, of the Board of Statutory Auditors and of the External Audit Firm. Related resolutions. Presentation of the consolidated financial statements for the year ended on December 31, 2024 including the consolidated Sustainability Statement related to the financial year 2024.
  • 2. Allocation of the annual net income and distribution of available reserves.
  • 3. Authorization for the acquisition and the disposal of treasury shares, subject to the revocation of the authorization granted by the ordinary Shareholders' Meeting held on May 23, 2024. Related and consequent resolutions.
  • 4. Election of the Board of Statutory Auditors.
  • 5. Determination of the remuneration of the regular members of the Board of Statutory Auditors.
  • 6. Long-Term Incentive Plan 2025 reserved to the management of Enel SpA and/or of its subsidiaries pursuant to Article 2359 of the Italian Civil Code.
  • 7. Report on the remuneration policy and compensations paid:
    • 7.1 First section: report on the remuneration policy for 2025 (binding resolution);

7.2 Second section: report on the compensations paid in 2024 (non-binding resolution).

Extraordinary part

  • 1. Amendments to Article 5.1 (deletion of the nominal value of the shares), Article 16.2 (modalities of holding meetings of the Board of Directors by means of telecommunications) and Article 25.4 (modalities of holding meetings of the Board of Statutory Auditors by means of telecommunications) of the Corporate Bylaws.
  • 2. Cancellation of treasury shares without reduction of share capital and consequent amendment of Article 5 of the Corporate Bylaws. Related and consequent resolutions.

The Chairman of the Board of Directors

Paolo Scaroni

Allocation of the annual net income and distribution of available reserves

Dear shareholders,

the 2025-2027 Strategic Plan (presented to the financial community in November 2024) provides, with specific regard to the 2024 results, for the payment to shareholders of a dividend equal to overall €0.46 per share, to be paid in two instalments, through the payment of an interim dividend scheduled for January and the payment of the balance of the dividend scheduled for July.

On November 6, 2024 the Board of Directors has approved, pursuant to Article 2433-bis of the Italian Civil Code and Article 26.3 of the Corporate Bylaws, the distribution of an interim dividend for the financial year 2024 amounting to €0.215 per share, that has been paid, gross of any withholding tax, from January 22, 2025. The 12,079,670 treasury shares held by the Company as of January 21, 2025 (i.e. at the record date) did not participate in the distribution of such interim dividend. Therefore, the interim dividend for the financial year 2024 actually paid to shareholders amounted to €2,183,239,059.34, while an amount of €2,597,129.05 was earmarked for the reserve named "retained earnings" in consideration of the number of treasury shares held by Enel SpA at the record date indicated above.

Taking into account the Enel Group's results, the Board of Directors proposes the payment of a total dividend for the entire financial year 2024 of €0.47 per share, involving – in consideration of the amount of the interim dividend already paid – the distribution of a balance of the dividend amounting to €0.255 per share (for an overall maximum amount approximately equal to €2,593 million, as specified below), to be paid in July 2025.

Also taking into consideration that Enel SpA net income for the financial year 2024 amounts approximately to €2,598 million, a portion of the available reserve named "retained earnings" (amounting, in the aggregate as of December 31, 2024, approximately to €6,995 million) is expected to be earmarked, also as balance of the dividend, for distribution to shareholders.

It should also be noted that, starting from 2020 financial year, the Board of Directors authorized the issue by the Company of non-convertible subordinated hybrid bonds with a so-called "perpetual" duration. Under IAS/IFRS international accounting standards, such bonds are accounted for as equity instruments and the related interests shall be accounted for as an adjustment to shareholders' equity at the same time the payment obligation arises. In this respect, in 2024 financial year Enel SpA has paid to the holders of these bonds an overall amount of €246,412,117.24.

In light of the above, and considering that the legal reserve is already equal to the maximum amount of one-fifth of the share capital (as provided for by Article 2430, paragraph 1, of the Italian Civil Code), we therefore submit for your approval the following

  1. Report on Operations 2. Corporate governance 3. Separate financial statements

Agenda

The Shareholders' Meeting of Enel SpA, having examined the explanatory report of the Board of Directors,

resolves

1. to earmark the net income of Enel SpA for the year 2024, amounting to €2,597,975,581.25, as follows:

(i) for distribution to shareholders:

  • €0.215 for each of the 10,154,600,276 ordinary shares in circulation on the ex-dividend date (considering the 12,079,670 treasury shares held by the Company at the "record date" indicated under this specific bullet point), to cover the interim dividend payable from January 22, 2025, with the ex-dividend date of coupon no. 41 having fallen on January 20, 2025 and the "record date" (i.e. the date of the title to the payment of the dividend, pursuant to Article 83-terdecies of the Legislative Decree 58 of February 24, 1998 and to Article 2.6.6, paragraph 2, of the Market Rules organized and managed by Borsa Italiana SpA) falling on January 21, 2025, for an overall amount of €2,183,239,059.34;
  • €0.016 for each of the 10,166,679,946 ordinary shares in circulation on the ex-dividend date of July 21, 2025 (net of the treasury shares that will be held by Enel SpA at the "record date" indicated under point 3 of this resolution), as the balance of the dividend, for an overall maximum amount of €162,666,879.14;
  • (ii) for the reserve named "retained earnings", an overall amount of €246,412,117.24, to cover the amounts paid in 2024, at the maturity of the respective coupons, to the holders of the non-convertible subordinated hybrid bonds with a so-called "perpetual" duration issued by Enel SpA;
  • (iii) for the reserve named "retained earnings" the remaining part of the net income, for an overall

minimum amount of €5,657,525.53, which might increase consistently with the balance of the dividend not paid due to the number of treasury shares that will be held by Enel SpA at the "record date" indicated under point 3 of this resolution;

  • 2. to also earmark for distribution to the shareholders, again as the balance of the dividend, a portion of the available reserve named "retained earnings" set aside in the financial statements of Enel SpA (amounting overall as of December 31, 2024, to €6,995,391,683.56), in the amount of €0.239 for each of the 10,166,679,946 ordinary shares in circulation on the "ex-dividend" date of July 21, 2025 (net of the treasury shares that will be held by Enel SpA at the "record date" indicated under point 3 of this resolution), for a maximum total amount of €2,429,836,507.09;
  • 3. to pay, before withholding tax, if any, the overall balance of the dividend of €0.255 per ordinary share (of which €0.016 as a distribution of a portion of the remaining net income for the financial year 2024 and €0.239 as a partial distribution of the available reserve named "retained earnings") – net of the treasury shares that will be held by Enel SpA at the "record date" indicated here below – as from July 23, 2025, with the ex-dividend date of coupon no. 42 falling on July 21, 2025 and the "record date" (i.e. the date of the title to the payment of the dividend, pursuant to Article 83-terdecies of the Legislative Decree 58 of February 24, 1998 and to Article 2.6.6, paragraph 2, of the Market Rules organized and managed by Borsa Italiana SpA) falling on July 22, 2025.

Concept design and realization Mercurio GP

Copy editing postScriptum di Paola Urbani

Publication not for sale

Edited by Enel Communications

This document is an integral part of the annual financial report referred to in Article 154-ter, paragraph 1, of the Consolidated Law on Financial Intermediation (Legislative Decree 58 of February 24, 1998).

Disclaimer

This Report issued in Italian has been translated into English solely for the convenience of international reader

Enel Società per azioni Registered Office 00198 Rome - Italy Viale Regina Margherita, 137 Stock Capital Euro 10,166,679,946 fully paid-in Companies Register of Rome and Tax I.D. 00811720580 R.E.A. of Rome 756032 VAT Code 15844561009

© Enel SpA 00198 Rome, Viale Regina Margherita, 137

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