Enel — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

emarket
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REPORT OF THE BOARD OF DIRECTORS ON THE SEVENTH ITEM ON THE ORDINARY PART OF 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 on the quantitative and qualitative composition of the new Board of Directors deemed optimal – approved on February 22, 2026 by the expiring Board of Directors, heard the Nomination and Compensation Committee, in implementation of the provisions of Recommendation no. 23 of the Italian Corporate Governance Code, which Enel S.p.A. complies with, 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 – provide for precise recommendations on the personal, managerial and professional traits, as well as on the skills and experiences that the Chairman of the Board of Directors of the Company should have.

In line with the abovementioned Recommendation no. 23 of the Italian Corporate Governance Code, those who intend to submit a slate containing a number of candidates exceeding half of the members to be elected are invited to indicate, within the documentation submitted for the slate’s filing, their candidate for the office of Chairman of the Board of Directors.