Endesa S.A.

AGM Information • Mar 27, 2025

National Storage Mechanism | Additional information

Notice of AGM

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Borja Acha Besga

Secretary of the Board of Directors

Madrid, 26 March 2025

OTHER RELEVANT INFORMATION

In accordance with the provisions of Article 227 of the Spanish Securities Market Act, ENDESA, S.A. hereby issues notice of the following information:

On 26 March 2025, the Board of Directors of ENDESA, S.A. (“Endesa” or the “Company”) has resolved to convene the Annual General Shareholders’ Meeting, to be held in Madrid, at its registered offices located at calle Ribera del Loira no. 60, on 29 April 2025, at 12:00 p.m. in single call, with the following

AGENDA

1. Approval of the Individual Annual Financial Statements of ENDESA, S.A. (Balance Sheet; Income Statement; Statement of Changes in Net Equity: Statement of Recognised Income and Expenses & Statement of Total Changes in Net Equity; Cash-Flow Statement and Notes to the Financial Statements), as well as of the Consolidated Annual Financial Statements of ENDESA, S.A. and its subsidiary companies (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Net Equity, Consolidated Cash-Flow Statement, and Notes to the Financial Statements), for the fiscal year ending 31 December 2024.
2. Approval of the Individual Management Report of ENDESA, S.A. and the Consolidated Management Report of ENDESA, S.A. and its subsidiary companies for fiscal year ending 31 December 2024.
3. Approval of the Consolidated Statement of Non-Financial Information and Sustainability Information for the year ended 31 December 2024.
4. Approval of the corporate management for the fiscal year ending 31 December 2024.
5. Re-election of KPMG Auditores, S.L. as statutory auditor of the individual and consolidated annual accounts of ENDESA, S.A. for financial years 2026, 2027, and 2028.
6. Approval of the proposed distribution of profit for the year ended 31 December 2024 and the subsequent distribution of a dividend out of this profit.
7. Reduction in share capital by retiring a maximum of 104,558,375 own shares (9.87% of the share capital) which have been acquired under the buy-back program executed as the second tranche of the Share Buy-back Framework Program approved by the Board of Directors of ENDESA on March 26, 2025, for the purpose of being retired, delegating to the Board of Directors the possibility of executing the share capital reduction. 
8. Binding vote on the Annual Report on Directors Compensation.
9. Approval of the Strategic Incentive 2025-2027 (which includes payment in company shares).
10. Delegation to the Board of Directors to execute and implement resolutions adopted by the General Meeting, as well as to substitute the powers entrusted thereto by the General Meeting and granting of powers to the Board of Directors to record such resolutions in a public instrument and register such resolutions.

The meeting notice for the Annual General Shareholders’ Meeting will be published in the coming days, under the terms provided by law.

Secretary of the Board of Directors

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Endesa, S.A.