Enel

AGM Information • Apr 3, 2020

REPORT OF THE BOARD OF DIRECTORS ON THE SEVENTH ITEM ON THE AGENDA

Election of the Chairman of the Board of Directors.

Dear Shareholders,

pursuant to Article 15.1 of the Corporate Bylaws, the ordinary Shareholders' Meeting is primarily entitled to elect the Chairman of the Board of Directors. The Board of Directors shall indeed elect the Chairman among its members only if the Chairman has not already been elected by the Shareholders' Meeting.

In relation to the foregoing, the Shareholders' Meeting is thus requested to elect the Chairman of the Board of Directors among the Directors elected under the previous item of the agenda and on the basis of the proposals made by Shareholders.

In this regard, please note that the "Guidelines of the Board of Directors of Enel S.p.A. to Shareholders on the size and the composition of the new Board of Directors" – approved by the expiring Board of Directors on February 27, 2020 – provide for precise recommendations on the managerial and professional traits that the Chairman of the Board of Directors of the Company should have.

Moreover, Shareholders are recommended to submit proposals on this item of the agenda with a due notice prior to the date of the Shareholders' Meeting, as recommended under the comment of Article 9 of the Corporate Governance Code for listed companies (edition July 2018), which Enel S.p.A. complies with.