Enel — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

emarket

enel

REPORT OF THE BOARD OF DIRECTORS ON THE FOURTH ITEM ON THE ORDINARY PART OF THE AGENDA

Determination of the number of the members of the Board of Directors.

Dear Shareholders,

the three-year term of the office of the Board of Directors elected by the ordinary Shareholders' Meeting on May 10, 2023 will expire on the date of the Shareholders' Meeting called to approve the 2025 financial statements of Enel S.p.A.

The Shareholders' Meeting is therefore invited to elect the new Board of Directors, after having established the number of members of the Board, in accordance with the provisions of Article 14 of the corporate bylaws.

In this regard, please note that, according to Article 14.1 of the corporate bylaws, the Company shall be managed by a Board of Directors composed of a number of members comprised between three and nine; the Shareholders' Meeting shall therefore establish the number of members of the Board of Directors within such limits.

In this regard it should also be noted that the expiring Board of Directors, heard the Nomination and Compensation Committee, and in line with Recommendation no. 23 of the Italian Corporate Governance Code, which Enel S.p.A. complies with, has expressed to Shareholders its guidelines on the quantitative and qualitative composition of the new Board of Directors deemed optimal.

Such guidelines, approved on February 22, 2026 and made available to the public at Enel's registered office, on the Company's website (www.enel.com), as well as at the authorized storage mechanism called "eMarket Storage" (), on February 27, 2026, take also into account the results of the self-evaluation process of the same Board of Directors and its Committees (so-called "Board Review") referred to the 2025 financial year.

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CERTIFIED

In the context of such guidelines, the expiring Board of Directors emphasized that it considers adequate the current number of nine Directors, the maximum provided for in the corporate bylaws, in order to “ensure both an appropriate balance of the skills and experiences required by the complexity of the business of the Company and of Enel Group, and the functioning of the Committees with preliminary, proactive and advisory functions, traditionally established within Enel’s Board of Directors in accordance with national and international corporate governance best practices”.

In light of the foregoing, we thus submit for your approval the following

Agenda

The Shareholders’ Meeting of Enel S.p.A.:

• having examined the explanatory report of the Board of Directors;
• considering the provisions set forth by Article 14.1 of the corporate bylaws on the size of the Board of Directors;
• taking into account the recommendations of the expiring Board of Directors, in relation to this item of the agenda, as set forth in the specific guidelines to Shareholders on the quantitative and qualitative composition of the new Board of Directors deemed optimal, issued adopted in implementation of the provisions referred to in Recommendation no. 23 of the Italian Corporate Governance Code;

resolves

to determine in nine the number of the members of the Board of Directors.