Enel

Remuneration Information • Apr 19, 2022

INFORMATION DOCUMENT

pursuant to Article 84-bis, paragraph 1, of the Regulation adopted by Consob with Resolution no. 11971 dated May 14, 1999, as subsequently amended and supplemented, related to the

LONG-TERM INCENTIVE PLAN 2022

OF

ENEL S.P.A.

	GLOSSARY 4
	INTRODUCTION 6
1.	BENEFICIARIES 6
1.1	Indication by name of the Beneficiaries of the LTI Plan who are members of the Board of Directors of Enel 6
1.2	Indication of the categories of employees or collaborators of Enel and of the Group which are Beneficiaries of the LTI Plan 6
1.3	Indication by name of the Beneficiaries of the LTI Plan who are general managers or executives with strategic responsibilities (in case they have received during the financial year a total compensation exceeding the highest compensation granted to the members of the board of directors) 7
1.4	Description and numerical indication of the Beneficiaries of the LTI Plan who are executives with strategic responsibilities and any other possible categories of employees or collaborators for whom diverse characteristics of the Plan apply 7
2.	REASONS SUPPORTING THE ADOPTION OF THE PLAN 8
2.1	Objectives to be achieved through the Plan 8
2.2	Key variables and performance indicators considered for purposes of awarding incentives under the Plan 8
2.3	Criteria for determining the amount to be awarded 9
2.4	Reasons underlying the possible decision to award compensation plans based upon financial instruments not issued by Enel 9
2.5	Significant tax and accounting implications which affected the definition of the Plan 9
2.6	Support, if any, for the Plan from the Special Fund aimed at incentivizing workers' shareholdings in companies ("Fondo speciale per l'incentivazione della partecipazione dei lavoratori nelle imprese"), pursuant to Article 4, paragraph 112, of Law no. 350 dated December 24, 2003 9
3.	APPROVAL PROCESS AND TIMEFRAME FOR THE AWARDING OF THE LTI PLAN 10
3.1	Powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the LTI Plan 10
3.2	Subjects in charge for managing the Plan 10
3.3	Existing Procedures for reviewing the Plan 10
3.4	Procedures for determining the availability and award of financial instruments 10
3.5	Role played by each Director in determining the Plan's characteristics 10

3.6 Date of the decision made by the competent body to propose the Plan to the Shareholders' Meeting approval and of the proposal, if any, by the Nomination and Compensation Committee 11

3.7	Date of the decision made by the competent body on the awarding of financial instruments and of the proposal, if any, submitted by the Nomination and Compensation Committee 11
3.8	Market price registered on the above-mentioned dates, for the financial instruments on which the Plan is based 11
3.9	Safeguards adopted by the Company with regard to the possibility that the date of the awarding of the financial instruments or the date of possible decisions in such regard by the Nomination and Compensation Committee may coincide with the date of dissemination of material information within the meaning set forth under Article 17 of the EU Regulation no. 596/2014. 11
4.	CHARACTERISTICS OF THE LTI PLAN 12
4.1	Structure of the Plan 12
4.2	Period of implementation of the Plan 12
4.3	Expiry of the Plan 12
4.4	Maximum number of financial instruments awarded in each fiscal year to the persons identified by name or to the indicated categories 13
4.5	Methods of implementing the Plan and related provisions 13
4.6	Availability restrictions imposed upon the financial instruments distributed 16
4.7	Conditions subsequent, if any, in connection with the Plan in the event that the Beneficiaries were to conclude hedging transactions that allow for the neutralization of any selling restrictions applicable to the financial instruments 16
4.8	Effects caused by the termination of the employment relationship 16
4.9	Indications of any other causes for the cancellation of the Plan 17
4.10	Reasons underlying the possible redemption of financial instruments assigned under the Plan 17
4.11	Loans or other assistance, if any, for the purchase of the financial instruments 17
4.12	Estimated expected cost for Enel as of the date of the award 17
4.13	Dilution effects, if any, caused by the Plan 18
	4.14 Any limits established for the exercise of the voting right and for the allocation of the economic rights 18
4.15	If the shares are not traded on regulated markets, any useful information for a full assessment of the value attributable to them 18
4.16 –	4.23 18
4.24	Annex 18

GLOSSARY

Where used in this information document, the following terms shall have the meanings set forth below.

Shares	Ordinary shares issued by Enel, listed on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A.
Shareholders	Owners of Shares.
Corporate Governance Code	The Corporate Governance Code of companies with shares listed on the Euronext Milan market (formerly Mercato Telematico Azionario) of Borsa Italiana S.p.A., approved by the Italian Corporate Governance Committee in January 2020.
Nomination and Compensation Committee	The Committee of Enel, currently comprised exclusively of Independent Directors, having, inter alia, consultative and proposing functions in connection with the remuneration of Directors and Executives with Strategic Responsibilities.
Beneficiaries	The managers of Enel and/or of companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code who are beneficiaries of the Plan.
Executives with Strategic Responsibilities	The executives that report directly to the Chief Executive Officer of Enel who (depending upon the composition, frequency of meetings and matters discussed within the management committees involving the top management) effectively make, together with the Chief Executive Officer, the decisions that are considered key for the Group.
Information Document	This document drawn pursuant to and for purposes of Article 84- bis, paragraph 1, of Consob Issuers' Regulation.
Enel or the Company	Enel S.p.A.
Group	Enel and the companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code.
EUROSTOXX Utilities Index – EMU (Euro Area/Economic and Monetary Union)	The Index managed by STOXX Ltd. and including the most relevant utilities companies in Euro Area countries (EMU). As of December 31, 2021 such index included A2A, EdF, EdP, EdP Renovaveis, Elia Group, Endesa, Enel, Engie, E.On, Fortum, Hera, Iberdrola, Italgas, Naturgy, Red Electrica, RWE, Suez, Terna, Uniper, Veolia Environnement, Verbund.
LTI Plan or the Plan	The Long-Term Incentive Plan adopted by the Company for year 2022.
Consob Issuers' Regulation	The Regulation adopted by Consob with Resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented.

Return on Invested Capital (ROIC) Ratio between NOPAT (Net Operating Profit After Taxes) and average NIC (Net Invested Capital).

Total Shareholders Return (TSR) Index that measures the total return on a share, by taking the sum of the following components:

• (i) capital gain: ratio between the change in the market price of the share (difference between the price determined at the end and at the beginning of the relevant period) and the market price determined at the beginning of the period itself;
• (ii) dividends reinvested: impact of all dividends paid and reinvested in the share as of the ex-dividend date.
• Consolidated Financial Act Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented.

Weighted Average Cost of Capital (WACC) Average cost of capital (equity and debt) of Enel, weighted among the Countries of presence and the businesses and calculated using an internal methodology based on external market references.

INTRODUCTION

This Information Document, drawn in accordance with Article 84-bis, paragraph 1, of the Consob Issuers' Regulation, is published in order to provide the Shareholders and the market with an extensive and detailed information on the LTI Plan proposed for adoption.

The LTI Plan provides for the possibility to distribute to its Beneficiaries an incentive, composed of a monetary component and a share-based component. Furthermore, the disbursement of both such components, as well as their total amount, depend, inter alia, on the level of achievement of the Total Shareholders' Return, calculated on the basis of the performance of Enel share during the relevant three-year period (2022-2024) compared with that of the EUROSTOXX Utilities Index – EMU.

Therefore, for both these features, the LTI Plan, being a "remuneration plan based on financial instruments", pursuant to Article 114-bis, paragraph 1, of the Consolidated Financial Act, is subject to the approval of the ordinary Shareholders' Meeting of Enel called on May 19, 2022.

The Information Document is available to the public at Enel's registered office (in Rome, Viale Regina Margherita no. 137), as well as on the Company's website (www.enel.com) and on the authorized storage mechanism "eMarket Storage" ().

1. BENEFICIARIES

1.1 Indication by name of the Beneficiaries of the LTI Plan who are members of the Board of Directors of Enel

The LTI Plan includes among its Beneficiaries the Chief Executive Officer (and General Manager) of Enel Francesco Starace.

1.2 Indication of the categories of employees or collaborators of Enel and of the Group which are Beneficiaries of the LTI Plan

Approximately 300 managers of Enel and/or companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code, including the General Manager (and Chief Executive Officer) of Enel, who hold positions that are most directly responsible for the company's results or which are of strategic interest, are the Beneficiaries of the LTI Plan. Among such managers are also included those belonging to the Business Line "Global Infrastructure and Networks", as well as to the "Iberia", "Latin America" and "Europe" Regions in favor of some of which are established specific plans ( 1 ) and objectives linked to the relevant activities of the abovementioned Business Lines and Regions, taking into consideration the requirements to carry on the business on an autonomous basis or the compliance with the unbundling laws in force.

It should be noted that some of the managers who are Beneficiaries of the LTI Plan are currently members of the boards of directors of companies controlled by Enel pursuant to Article 2359 of the Italian Civil Code. Such executives are not indicated by name in paragraph 1.1 above since their inclusion among the Beneficiaries of the Plan does not depend on the offices held by them in the above-mentioned companies, being such award solely determined on the basis of their managerial role within the Group.

⁽ 1 ) These plans regard approximately 80 Beneficiaries and in some cases they do not envisage a share-based component.

1.3 Indication by name of the Beneficiaries of the LTI Plan who are general managers or executives with strategic responsibilities (in case they have received during the financial year a total compensation exceeding the highest compensation granted to the members of the board of directors)

The LTI Plan includes among its Beneficiaries the General Manager (and Chief Executive Officer) of Enel Francesco Starace.

1.4 Description and numerical indication of the Beneficiaries of the LTI Plan who are executives with strategic responsibilities and of any other possible categories of employees or collaborators for whom diverse characteristics of the Plan apply

The LTI Plan includes among the Beneficiaries indicated in paragraph 1.2 above also the managers who are currently "executives with strategic responsibilities" as defined under Article 65, paragraph 1-quater, of the Consob Issuers' Regulation. Reference is made to the heads of:

• the "Administration, Finance and Control" and "People and Organization" Holding Functions, as well as of the "Global Procurement" Function which pertains to the Global Service Functions;
• the Global Business Lines "Enel Green Power and Thermal Generation", "Global Infrastructure and Networks", "Global Energy and Commodity Management" and "Enel X Global Retail";
• the "Italy", "Iberia", "Latin America", "North America" and "Europe" Countries and Regions,

for a total of 12 executive positions.

Without prejudice to what specified in paragraph 1.2 above, it should be noted that the incentive scheme envisaged under the LTI Plan is the same for all the Beneficiaries, and differentiates only because of:

• (i) the measure of the base amount of the incentive, to be determined at the time of the relevant award in relation to the fixed remuneration of the single Beneficiary, as pointed out in paragraph 2.3 below;
• (ii) the measure of the incentive actually assignable in the final assessment of the Plan which, depending on the level of achievement of the performance objectives envisaged under the same Plan, is:
  • o equal, at target level, to 130% of the base amount for the Chief Executive Officer/General Manager of Enel, and to 100% of the base amount for the other Beneficiaries;
  • o equal, at the maximum level (i.e., if the second over-performance threshold is reached), to 280% of the base amount for the Chief Executive Officer/General Manager of Enel, and to 180% of the base amount for the other Beneficiaries; and
• (iii) the incidence of the share-based component on the total base amount of the awarded incentive, which is equal to:
  • o 130% of the base amount, for the Chief Executive Officer/General Manager, and
  • o 65% of the base amount, for the other Beneficiaries of the Plan.

2. REASONS SUPPORTING THE ADOPTION OF THE PLAN

2.1 Objectives to be achieved through the Plan

The Plan is aimed at:

• aligning the interests of the Beneficiaries with the pursuit of the priority goal consisting in the creation of value for Shareholders over the long-term, also by envisaging a share-based component into remuneration plans;
• strengthening the link between the remuneration of Beneficiaries and both the sustainable success of the Company and the objectives set forth by the 2022- 2024 Strategic Plan;
• encouraging the management's commitment to achieving common objectives at the Group level, promoting the coordination and integration of the activities of the various companies belonging to the same Group;
• promoting the loyalty of the Beneficiaries of the Plan, in particular encouraging the retention of those who hold "key" positions within the Group;
• safeguarding the Company's competitiveness on the labor market.

2.2 Key variables and performance indicators considered for purposes of awarding the Plan

The Plan envisages the disbursement of an incentive composed of a component in Shares and a monetary component, the amount of which may vary depending upon the level of achievement of three-year performance objectives, from zero (and therefore, if none of the objectives is achieved, no incentive is awarded) up to a maximum of 280% or 180% of the base amount, respectively for the Chief Executive Officer/General Manager or for the other Beneficiaries. The following table indicates the performance objectives upon which the disbursement of the LTI Plan is conditioned, as well as the related weight:

Performance objective	Weight
Average TSR ( 2 ) of Enel vs. average TSR of the EUROSTOXX Utilities Index – EMU in the three-year period 2022-2024	50%
Cumulative ROIC - WACC for the three-year period 2022-2024	30%
GHG Scope 1 emissions per kWh equivalent produced by the Group in 2024 ( 3 )	10%
Percentage of women in top management succession plans at the end of 2024	10%

The decision to condition the disbursement of the incentive provided under the LTI Plan upon the prior achievement of specific performance objectives aims at fully aligning the Beneficiaries' interests with those of the Shareholders. In addition such objectives, which apply in an identical manner to all Beneficiaries of the Plan, are characterized by

⁽ 2 ) The average Total Shareholders Return (TSR) of Enel and of the EUROSTOXX Utilities Index – EMU is calculated in the three-month period preceding the beginning and the end of the performance period (January 1, 2022 – December 31, 2024), in order to sterilize any possible volatility on the market.

⁽ 3 ) GHG (Greenhouse Gases) Scope 1 emissions represent the Group's direct emissions and mainly derive from energy generation activities in thermoelectric power plants fuelled by coal, oil & gas and combined cycles. Scope 1 also includes CO² emissions generated during the combustion of gasoline and diesel in the motors of the corporate fleet and from the combustion of diesel in auxiliary motors used in the production and distribution of electricity. Other direct emissions of equivalent CO² come from SF⁶ leakages into the atmosphere, which occur mainly in the context of electricity distribution and secondarily in power generation plants.

a three-year performance period in order to encourage the results consolidation and the enhancement of the long-term characteristics of the same Plan.

For further information on the performance objectives upon which the disbursement of the incentive provided under the LTI Plan is conditioned, see paragraph 4.5 below.

2.3 Criteria for determining the amount to be awarded

The amount to be awarded to each Beneficiary of the Plan will be determined by taking as a reference a percentage of the fixed remuneration; this percentage is identified on the basis of each Beneficiary's category. For this purpose, the Beneficiaries of the Plan are divided into 4 categories, which provide for the disbursement of an incentive ranging between 30% and 130% of the fixed remuneration in the event of achievement of the performance objectives at target level (as referred to in paragraph 4.5 below), in compliance with the principles of Enel's remuneration policy for 2022 submitted to the approval of the ordinary Shareholders' Meeting convened on May 19, 2022. Such principles provide, inter alia, that:

• there must be an adequate balance between the fixed component and the variable component and, within the latter, between the short-term variable and the long-term variable;
• the performance objectives upon which the disbursement of the variable components of the remuneration is linked are predetermined, measurable and significantly related to a long-term horizon;
• the percentage incidence of the variable incentive on the fixed remuneration must rise on the basis of the role held and the responsibilities assigned.

In particular, the incentive disbursable to the Chief Executive Officer/General Manager of Enel under the LTI Plan is equal to (i) 130% of the fixed remuneration, in the event of achievement of the performance objectives at target level, and (ii) to 280% of the fixed remuneration, in the event of achievement of the maximum level of overperformance of such objectives.

If the performance objectives are not achieved, no incentive under the LTI Plan will be disbursed.

• 2.4 Reasons underlying the possible decision to award compensation plans based upon financial instruments not issued by Enel Not applicable.
• 2.5 Significant tax and accounting implications which affected the definition of the Plan

The LTI Plan structure was not influenced by the applicable tax laws or accounting implications.

2.6 Support, if any, for the Plan from the Special Fund aimed at incentivizing workers' shareholdings in companies ("Fondo speciale per l'incentivazione della partecipazione dei lavoratori nelle imprese"), pursuant to Article 4, paragraph 112, of Law no. 350 dated December 24, 2003

Not applicable.

3. APPROVAL PROCESS AND TIMEFRAME FOR THE AWARDING OF THE LTI PLAN

3.1 Powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the LTI Plan

At the ordinary Shareholders' Meeting of Enel called to resolve upon the LTI Plan, it is proposed to grant to the Board of Directors, with the faculty to sub-delegate, the broadest powers necessary to effectively implement the same Plan, to be exercised in accordance with the principles established by the present Information Document, as provided under the explanatory report drawn by the Board of Directors in accordance with Article 125-ter of the Consolidated Financial Act and made available to the public at the registered office of Enel (in Rome, Viale Regina Margherita no. 137), on the Company's website (www.enel.com) and on the authorized storage mechanism "eMarket Storage" ().

3.2 Subjects in charge for managing the Plan

The corporate body responsible for decisions related to the LTI Plan – without prejudice to the prerogatives of the Shareholders' Meeting – is the Company's Board of Directors, which oversees the management of the Plan, applying the provisions of the relevant implementing regulation.

From a strictly operating standpoint, the Plan is managed by the "People and Organization" Function.

3.3 Existing Procedures for reviewing the Plan

No procedures for reviewing the Plan are envisaged.

3.4 Procedures for determining the availability and award of financial instruments

The LTI Plan provides for the awarding to the Beneficiaries of an incentive composed of a component in Shares and a monetary component. The component in Shares is awarded free of charge and disbursed, subject and proportionally to the achievement of the performance objectives (see paragraph 4.5 below), at the end of the three-year performance period, to the extent and timings described in paragraph 4.2 below.

The Shares to be distributed under the Plan will be previously purchased – on the basis of a specific authorization by the Shareholders' Meeting – by Enel and/or its subsidiaries, within the limits and with the modalities set forth by the applicable laws.

3.5 Role played by each Director in determining the Plan's characteristics

The entire process of defining the LTI Plan's characteristics was carried out on a jointly basis and with the proposing and consultative support of the Nomination and Compensation Committee, in accordance with the recommendations set forth in the Corporate Governance Code and with the best corporate governance practices in this matter. It should also be noted that the Board of Directors unanimously approved the resolution on the scheme of the LTI Plan to be submitted to the Shareholders' Meeting for approval; the Chief Executive Officer did not take part in the discussion and resolutions on the Plan since he is one of the Beneficiaries of the Plan itself.

3.6 Date of the decision made by the competent body to propose the Plan to the Shareholders' Meeting approval and of the proposal, if any, by the Nomination and Compensation Committee

The resolution of the Board of Directors to submit the LTI Plan to the Shareholders' Meeting for approval is dated March 17, 2022, upon prior approval of the scheme of the same Plan on the same date. The proposal of the Nomination and Compensation Committee on the scheme of the LTI Plan, with regard to both its structure and the incentive curves, is dated March 7, 2022.

3.7 Date of the decision made by the competent body on the awarding of financial instruments and of the proposal, if any, submitted by the Nomination and Compensation Committee

The LTI Plan is submitted to the approval of the Shareholders' Meeting of Enel called on May 19, 2022. After the Shareholders' Meeting and subject to the approval of the LTI Plan by the latter, the Board of Directors will hold a meeting in order to take the relevant decisions for the implementation of the Plan itself, including those regarding the determination of the maximum number of Shares awardable to the Beneficiaries under the Plan.

3.8 Market price registered on the above-mentioned dates, for the financial instruments on which the Plan is based

Shares market price at the moment of the awarding of the LTI Plan to the Beneficiaries will be communicated pursuant to Article 84-bis, paragraph 5, of the Consob Issuers' Regulation.

Illustrated below is the market price of the Shares registered on the dates indicated in paragraph 3.6 above:

• reference price of the Enel share registered on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. on March 7, 2022: Euro 5.5610;
• reference price of the Enel share registered on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. on March 17, 2022: Euro 5.7200.

3.9 Safeguards adopted by the Company with regard to the possibility that the date of the awarding of the financial instruments or the date of possible decisions in such regard by the Nomination and Compensation Committee may coincide with the date of dissemination of material information within the meaning set forth under Article 17 of the EU Regulation no. 596/2014.

Decisions regarding the awarding of the Shares under the LTI Plan will be taken by Enel's Board of Directors, upon prior approval of the same Plan by the Shareholders' Meeting, in compliance with the applicable laws, also on market abuse, as well as the corporate regulations and procedures. Therefore, there was no need to arrange a specific safeguard in this regard.

However, it shall be noted that – as indicated in paragraph 4.2 below – Beneficiaries' right to receive the awarded Shares will actually arise only after the expiry of a threeyear performance period, subject and proportionally to the achievement of the performance objectives described in paragraph 4.5 below.

4. CHARACTERISTICS OF THE LTI PLAN

4.1 Structure of the Plan

The LTI Plan provides for the awarding to the Beneficiaries of an incentive composed of a component in Shares and a monetary component, that may vary – depending upon the level of achievement of three-year performance objectives upon which the Plan is conditioned (see paragraph 4.5 below) – from zero (and therefore, in the event that none of the objectives is achieved, no incentive will be assigned) up to a maximum of 280% or 180% of the base value respectively for the Chief Executive Officer/General Manager of Enel or for the other Beneficiaries.

Without prejudice to the above, with regard to the total amount of the accrued incentive, the Plan envisages that (i) with reference to the Chief Executive Officer/General Manager of Enel, the incentive – up to 130% of the base amount – will be entirely disbursed in Shares and (ii) with reference to the other Beneficiaries, the incentive – up to 65% of the base amount –will be entirely disbursed in Shares.

The monetary component is calculated as the difference between the total amount of the incentive determined in the final assessment of the Plan and the proportion of incentive to be disbursed in Shares. For this purpose, the value of the share-based component of the incentive is calculated considering the arithmetical mean of Enel's daily VWAP (⁴ ) detected on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. in the three-month period preceding the beginning of the performance period (i.e., October 1 – December 31, 2021). Specifically, in the aforesaid three-month period, the arithmetical mean of the daily VWAPs was equal to Euro 6.9379.

4.2 Period of implementation of the Plan

The disbursement of the incentive under the LTI Plan is conditioned upon the achievement of specific performance objectives over three-year period 2022-2024 (the "performance period"). If such objectives are achieved, the awarded incentive will be disbursed to Beneficiaries – for both the share-based and monetary component – for 30% in 2025 and, with respect to the remaining 70%, in 2026. The disbursement of a significant portion of the long-term variable remuneration (equal to 70% of the total) is therefore deferred to the second financial year after the relevant three-years period of the LTI Plan performance objectives ("deferred payment").

Chronology of the LTI Plan

(*) In the event the performance objectives are achieved.

4.3 Expiry of the Plan

The LTI Plan will expire in 2026.

⁽ 4 ) Index calculated considering the weighted average price for the traded volumes, within a trading day, excluding opening and closing auctions, block trades and market cross trades.

4.4 Maximum number of financial instruments awarded in each fiscal year to the persons identified by name or to the indicated categories

In line with the foregoing, the LTI Plan envisages that, subject and proportionally to the achievement of the performance objectives, up to 130% of the base amount of the incentive – for the Chief Executive Officer/General Manager – and up to 65% of the base amount of the incentive – for the other Beneficiaries – will be disbursed in Shares with the timings set forth in the previous paragraph 4.2.

The information concerning the maximum number of Shares that will be awarded to Beneficiaries under the LTI Plan will be available only once the Board of Directors, upon prior approval of the same Plan by the Shareholders' Meeting, will award the incentive to the Beneficiaries (see paragraph 3.7 above).

As of today, the estimated maximum number of Shares to be awarded under the Plan, for the entire three-year performance period, is approximately equal to 2.5 million ( 5 ), representing about 0.024% of Enel's share capital.

4.5 Methods of implementing the Plan and related provisions

The awarding of the incentive set forth by the LTI Plan is conditioned upon the achievement of the following performance objectives:

Performance objective	Weight
6 Average TSR ( ) of Enel vs. average TSR of the EUROSTOXX Utilities Index – EMU in the three-year period 2022-2024	50%
Cumulative ROIC (7 8 9 ) – WACC ( ) for the three-year period 2022-2024 ( )	30%
GHG Scope 1 emissions per kWh equivalent produced by the Group in 2024 ( 10)	10%
Percentage of women in top management succession plans at the end of 2024	10%

⁽ 5 ) This figure was determined considering the arithmetical mean of Enel's daily VWAPs detected on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. in the three-month period preceding the beginning of the performance period (i.e., October 1 – December 31, 2021). In the aforesaid three-month period the arithmetical mean of the daily VWAPs was equal to Euro 6.9379.

⁽ 6 ) The average Total Shareholders Return (TSR) of Enel and of the EUROSTOXX Utilities Index – EMU is calculated in the three-month period preceding the beginning and the end of the performance period (January 1, 2022 – December 31, 2024), in order to sterilize any possible volatility on the market.

⁽ 7 ) Return on Invested Capital calculated as the ratio between: (i) NOPAT (Net Operating Profit After Taxes) determined by deducting the tax effect from Ordinary EBIT (Ordinary Operating Profit), determined excluding the items which cannot be referred to the ordinary operations, i.e. capital gains related to asset divestures and the asset write-downs due to impairment considered as extraordinary for the purposes of determining the Group ordinary net income (Group Net Income), and (ii) average NIC (Net Invested Capital), determined as the semi-sum between the figures at the beginning and at the end of the relevant year, after deducting the Discontinued Operations and the asset write-downs due to impairment, sterilized in determining ordinary EBIT.

⁽ 8 ) Weighted Average Cost of Capital, representing the average cost of capital (equity and debt) of Enel, weighted among the Countries of presence and the businesses and calculated using an internal methodology based on external market references.

⁽ 9 ) This indicator is calculated as a difference between ROIC and WACC. For the final assessment, the (positive and negative) impacts arising from variations in the exchange rates, in the calculation of the effects of the hyperinflation, in the scope of consolidation or in the international accounting standards, will be sterilized. During the final assessment, the extraordinary events that according to the management might have affected the value of the relevant KPI, will be presented to the Nomination and Compensation Committee, in order to allow the latter to assess their possible sterilization.

^{( 10}) GHG (Greenhouse Gases) Scope 1 emissions represent the Group's direct emissions and mainly derive from energy generation activities in thermoelectric power plants fuelled by coal, oil & gas and combined cycles. Scope 1 also includes CO² emissions generated during the combustion of gasoline and diesel in the motors of the corporate fleet and from the combustion of diesel in auxiliary motors used in the production and distribution of electricity. Other direct emissions of equivalent CO² come from SF⁶ leakages into the atmosphere, which occur mainly in the context of electricity distribution and secondarily in power generation plants.

The objective related to TSR will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target, no incentive will be assigned.

Enel's average TSR vs average TSR of EUROSTOXX Utilities Index - 11) over EMU ( the three years 2022-2024	Enel's TSR lower than 100% of the Index's TSR	Enel's TSR equal to 100% of the Index's TSR Target	Enel's TSR equal to 110% of the Index's TSR Over I	Enel's TSR higher than or equal to 115% of the Index's TSR Over II
Multiplier	0%	12) 130%/100% (	150%	13) 280%/180% (

The objective linked to the cumulative ROIC-WACC for the three years 2022-2024 will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (whose measure is consistent with the 2022-2024 Strategic Plan), no incentive will be assigned.

Cumulative ROIC - WACC for the three years 2022-2024	ROIC - WACC lower than 11.9%	ROIC - WACC equal to 11.9%	ROIC - WACC equal to 12.2%	ROICC - WACC higher than or equal to 12.5%
		Target	Over I	Over II
Multiplier	0%	12 130%/100% ( )	150%	13 280%/180% ( )

The objective concerning GHG Scope 1 emissions will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (whose measure coincides with the one indicated in the 2022-2024 Strategic Plan), no incentive will be assigned.

GHG Scope 1 emissions (data in gCO2eq/kWheq) in 2024 ( 14)	GHG Scope 1 emissions higher than 140 gCO2eq/kWheq	GHG Scope 1 emissions equal to 140 gCO2eq/kWheq Target	GHG Scope 1 emissions equal to 137 gCO2eq/kWheq Over I	GHG Scope 1 emissions lower than or equal to 135 gCO2eq/kWheq Over II
Multiplier	0%	12 130%/100% ( )	150%	13 280%/180% ( )

^{( 11}) Index managed by STOXX Ltd. and including the most relevant utilities companies in Euro Area countries (EMU).

^{( 12}) The LTI Plan provides that, if the target level of the objective is reached, it will be granted: (i) to the Chief Executive Officer/General Manager of Enel, an incentive equal to 130% of the base amount; (ii) to the other Beneficiaries, an incentive equal to 100% of the base amount awarded to each of them.

^{( 13}) The LTI Plan provides that, if the second overperformance threshold of the objective is reached, it will be granted: (i) to the Chief Executive Officer/General Manager of Enel, an incentive equal to 280% of the base amount; (ii) to the other Beneficiaries, an incentive equal to 180% of the base amount awarded to each of them.

^{( 14}) During the final assessment of the objective related to reduction of GHG Scope 1 emissions in 2024, it will be considered any negative impact of possible new laws, regulations and guidelines and/or amendments thereto on (i) the shutdown of nuclear power plants, the shutdown and/or the gas conversion of thermoelectric power plants according to scheduled timings, as well as on (ii) the energy concessions of Enel Group companies, its subsidiaries and joint operations.

The objective concerning the percentage of women in top management succession plans ( ¹⁵) will be measured on the basis of the performance scale set forth below (with a linear interpolation between the different thresholds). If the performance does not reach the target (percentage of women equal to 45%), no incentive will be assigned.

Percentage of women in top management succession plans at the end of 2024	Percentage of women lower than 45%	Percentage of women equal to 45% Target	Percentage of women equal to 47% Over I	Percentage of women higher than or equal to 50% Over II
Multiplier	0%	12 130%/100% ( )	150%	13 280%/180% ( )

For each objective, upon the achievement of the target, it is envisaged the disbursement of an incentive equal to 130% (for the Chief Executive Officer/General Manager of Enel) or to 100% (for the other Beneficiaries) of the base amount, whereas upon the achievement of an overperformance, an incentive equal to (i) 150% (at Over I level) or (ii) 280% (for the Chief Executive Officer/General Manager of Enel) or 180% (for other Beneficiaries) of the base amount (at Over II level) will be disbursed, as indicated here below:

Therefore if, with regard to the Chief Executive Officer/General Manager of Enel, for example:

• all the objectives were to reach the target level, the disbursable remuneration would amount to 130% of the fixed remuneration (and the incentive would be assigned entirely in Shares);
• the only objective achieved was the TSR, at a level equal to the target, the disbursable remuneration would amount to 65% of the fixed remuneration (and the incentive would be entirely disbursed in Shares);

^{( 15}) Top management refers to managers of Enel and its subsidiaries who play key roles in the organizational model and holding positions of particular influence on the main levers of value creation within the Group's strategies.

• all the objectives were to reach the Over I level, the disbursable remuneration would amount to 150% of the fixed remuneration (and the incentive would be disbursed (i) as for 130% of the fixed remuneration, in Shares and (ii) as for the remaining 20%, in cash);
• all the objectives were to reach the Over II level, the disbursable remuneration would amount to 280% of the fixed remuneration (and the incentive would be disbursed (i) for 130% of the fixed remuneration in Shares and (ii) for the remaining 150% in cash).

The Company is entitled to claim-back the variable remuneration paid, as well as to withhold the variable remuneration subject to deferral, if the data on the basis of which it has been disbursed or calculated turn out to be clearly erroneous (clawback and malus clause).

4.6 Availability restrictions imposed upon the financial instruments distributed

No availability restriction is envisaged upon the Shares once they are distributed to Beneficiaries subject and proportionally to the achievement of the performance objectives.

4.7 Conditions subsequent, if any, in connection with the Plan in the event that the Beneficiaries were to conclude hedging transactions that allow for the neutralization of any selling restrictions applicable to the financial instruments

Not applicable, as no selling restrictions on the Shares are envisaged once they are distributed to Beneficiaries.

4.8 Effects caused by the termination of the employment relationship

Please find below the regulation of the LTI Plan relating the Chief Executive Officer/General Manager and the other Beneficiaries in the event of termination or cancellation of the directorship and/or employment relationship, including due to retirement.

(A) LTI Plan Regulation should the achievement of the performance objectives already be verified

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) due to expiry of the term of office, with no simultaneous renewal of the same, as well as in the event of retirement or contractual expiry of fixed-term employment relationships, the accrued incentive not yet paid shall be disbursed to the Beneficiary.

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) or of termination of the open-ended or fixed-term employment relationship for voluntary resignation, without just cause, or revocation or dismissal for just cause or justified personal reason, the Beneficiary of the Plan shall lose all rights, with the consequence that the accrued incentive not yet paid shall be considered immediately and automatically extinguished, without any right to compensation or indemnity of any kind in favor of the same Beneficiary.

(B) LTI Plan regulation should the achievement of the performance objectives not yet be verified

If, before the end of the performance period, the termination of the directorship relationship of the Chief Executive Officer of Enel occurs (and, therefore, also the executive relationship as General Manager terminates) due to the expiry of the mandate with no simultaneous renewal of the same, or in the event of retirement or contractual expiry of fixed-term employment relationships, the Beneficiary, should the performance objectives be reached, shall maintain the right to the disbursement of the accrued incentive. It remains understood that, in this case, the final assessment of the incentive shall be made pro rata temporis until the date of termination of the directorship and/or employment relationship.

In the event of termination of the directorship relationship of the Chief Executive Officer of Enel (and, therefore, also of the executive relationship as General Manager) or of termination of the open-ended or fixed-term employment relationship for voluntary resignation, without just cause, or revocation or dismissal for just cause or justified personal reason, the Beneficiary of the Plan shall lose all rights, with the consequence that the assignment of the same Plan shall immediately lose any effectiveness, without any right to compensation or indemnity whatsoever in favor of the same Beneficiary.

4.9 Indications of any other causes for the cancellation of the Plan

No causes for cancellation of the Plan apply.

4.10 Reasons underlying the possible redemption of financial instruments assigned under the Plan

No redemption clauses in favor of Enel related to the Shares are envisaged.

4.11 Loans or other assistance, if any, for the purchase of the financial instruments

Not applicable.

4.12 Estimated expected cost for Enel as of the date of the award

With regard to the total maximum economic cost of the LTI Plan (borne by Enel and its subsidiaries), estimated as of the date of the Information Document, it amounts to approximately Euro 65 million.

With regard to the share-based component of the incentive, the total maximum economic cost of the LTI Plan (borne by Enel) will be determinable once the maximum number of Shares awardable under the Plan is known (see paragraph 3.7 above). That being said, on the basis of (i) the maximum number of Shares indicated – by way of illustration – in paragraph 4.4 above and (ii) the arithmetical mean of Enel's daily VWAPs detected on the Euronext Milan market (formerly Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. in the three-month period preceding the beginning of the performance period of the Plan (i.e., October 1 – December 31, 2021), the overall maximum cost (borne by Enel) is estimated to be approximately equal to Euro 17 million.

Further information will be disclosed pursuant to Article 84-bis, paragraph 5, of the Consob Issuers' Regulation.

4.13 Dilution effects, if any, caused by the Plan

As of today, no dilution effects on the share capital are envisaged, since the Shares necessary to implement the LTI Plan will be purchased as indicated in paragraph 3.4 above.

4.14 Any limits established for the exercise of the voting right and for the allocation of the economic rights

The LTI Plan does not provide for any limit to the exercise of the voting right or the economic rights associated with the Shares once they are distributed to Beneficiaries, subject and proportionally to the achievement of the performance objectives.

4.15 If the shares are not traded on regulated markets, any useful information for a full assessment of the value attributable to them

Not applicable.

4.16 – 4.23

Paragraphs related to stock options award are not applicable.

4.24 Annex

In accordance with paragraph 4.24 of Scheme 7 of Annex 3A to the Consob Issuers' Regulation, please find attached Table n. 1, Box 1, containing the required information regarding:

• (i) the long term incentive Plan 2020 of Enel S.p.A., currently in force and approved by the ordinary Shareholders' Meeting of Enel on May 14, 2020 (Section 1);
• (ii) the long term incentive Plan 2021 of Enel S.p.A., currently in force and approved by the ordinary Shareholders' Meeting of Enel on May 20, 2021 (Section 1); and
• (iii) the long term incentive Plan 2022 of Enel S.p.A. described in this Information Document (Section 2).

Name and surname or category		BOX 1
	Office	Free of charge share granting plans – "Long-term incentive plan 2020 of Enel S.p.A." and "Long-term incentive plan 2021 of Enel S.p.A."
		Section 1 Instruments relating to plans, currently in force, approved on the basis of previous Shareholders' Meeting resolutions
		Date of the relevant Shareholders' Meeting resolution	Type of financial instruments	Number of financial 16) instruments (	Assignment date	Possible purchase price of the financial instruments	Market price at the assignment (Euro)	Vesting period
Francesco Starace	Chief Executive Officer/General Manager of Enel S.p.A.	LTI Plan 2020 – 2022 (May 14, 2020) 17) (	Enel S.p.A. Shares	221,852	September 17, 2020 ( 18)	N.A.	7.380	Three-year period 2020-2022 19) (
		LTI Plan 2021 – 2023 (May 20, 2021) ( 20)	Enel S.p.A. Shares	193,251	September 16, 2021 ( 21)	N.A.	7.001	Three-year period 2021-2023 ( 22)

(continues)

( ¹⁷) The date is referred to the Shareholders' Meeting that approved the LTI Plan 2020.

( ²⁰) The date is referred to the Shareholders' Meeting that approved the LTI Plan 2021.

^{( 16}) The figures provided refer to the maximum number of Shares that can be awarded under the relevant LTI Plan should the related performance objectives be achieved.

^{( 18}) The date is referred to the Board of Directors' meeting which approved modalities and timings for the assignment to beneficiaries of the LTI Plan 2020 (taking into account the proposal made by the Nomination and Compensation Committee in the meeting of September 16, 2020).

^{( 19}) The right to disbursement of the incentive accrues subject and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's Consolidated Financial Statements as of December 31, 2022.

^{( 21}) The date is referred to the Board of Directors' meeting which approved modalities and timings for the assignment to beneficiaries of the LTI Plan 2021 (taking into account the proposal made by the Nomination and Compensation Committee in the meeting of June 9, 2021).

^{( 22}) The right to disbursement of the incentive accrues subject and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's Consolidated Financial Statements as of December 31, 2023.

(follows)

No. 11 Executives with Strategic Responsibilities (23)	LTI Plan 2020 - 2022 (May 14, 2020) ( 17 )	Enel S.p.A. Shares	24) 336,754 (	September 17, 18 2020 ( )	N.A.	7.380	Three-year period 2020-2022 ( 19 )
	LTI Plan 2021 - 2023 (May 20, 2021) 20) (	Enel S.p.A. Shares	336,072	September 16, 2021 ( 21)	N.A.	7.001	Three-year period 2021-2023 22 ( )
No. 190 other managers ( 25)	LTI Plan 2020 - 2022 (May 14, 2020) 17 ( )	Enel S.p.A. Shares	1,080,169 ( 26)	September 17, 2020 ( 18 )	N.A.	7.380	Three-year period 2020-2022 ( 19 )
No. 200 other managers (27)	LTI Plan 2021- 2023 (May 20, 2021) 20) (	Enel S.p.A. Shares	1,048,450	September 16, 2021 ( 21)	N.A.	7.001	Three-year period 2021-2023 ( 22 )

^{( 23}) The figures include Executives with Strategic Responsibilities employed by Enel S.p.A. and its subsidiaries, for a total of 11 positions. The table does not include an Executive with Strategic Responsibilities of a subsidiary who, as provided for by the long term incentive Plan 2020 of Enel S.p.A. and the long term incentive Plan 2021 of Enel S.p.A., is beneficiary of an ad hoc plan that does not provide for the awarding of shares of the same Enel S.p.A.

^{( 24}) As of 31 December 2021, due to some changes in the subjective perimeter of Executives with Strategic Responsibilities, the number of shares potentially awardable to the latter is equal to 354,013.

^{( 25}) The figures include managers employed by Enel S.p.A. and its subsidiaries. The table does not include managers of subsidiaries which, as provided for by the long term incentive Plan 2020 of Enel S.p.A., are beneficiaries of ad hoc plans that do not provide for the awarding of shares of the same Enel S.p.A..

^{( 26}) The figure has been recalculated compared to that published in Table no. 1, Box 1, Section 1 of the Information Document on the 2021 LTI Plan. It should also be noted that as of December 31, 2021, due to changes in the subjective perimeter of the managers beneficiaries, the number of shares potentially awardable to "other managers" is equal to 1,062,910.

^{( 27}) The figures include managers employed by Enel S.p.A. and its subsidiaries. The table does not include managers of subsidiaries who, as provided for by the long term incentive Plan 2021 of Enel S.p.A., are beneficiaries of ad hoc plans that do not provide for the awarding of shares of the same Enel S.p.A.

Name and surname or category	Office	BOX 1
		Free of charge share granting plan – "Long-term incentive Plan 2022 of Enel S.p.A."
		Section 2 Newly assigned instruments on the basis of the proposal of the Board of Directors to be submitted to the approval of the Shareholders' Meeting
		Date of the relevant Shareholders' Meeting resolution (28)	Type of financial instruments	Number of financial instruments assigned	Assignment date	Possible purchase price of the financial instruments	Market price at the assignment (Euro)	Vesting period
Francesco Starace	Chief Executive Officer/General Manager of Enel S.p.A.	May 19, 2022	Enel S.p.A. Shares	Not available	Within December 31, 2022	N.A.	Not available	Three-year period 2022- 2024 ( 29)
Approximately no. 300 managers ( 30) of Enel S.p.A. and/or companies controlled by Enel S.p.A. pursuant to Article 2359 of the Italian Civil Code ( 31)		May 19, 2022	Enel S.p.A. Shares	Not available	Within December 31, 2022	N.A.	Not available	Three-year period 2022- 29 2024 ( )

^{( 28}) The date is referred to the Shareholders' Meeting called for the approval of the LTI Plan 2022.

^{( 29}) The right to disbursement of the incentive accrues subject and proportionally to the achievement of the performance objectives, the verification of which will take place at the time of the approval of the Enel Group's Consolidated Financial Statements as of December 31, 2024.

^{( 30}) Among them, approximately 80 managers may not be beneficiaries of the share-based component of the incentive.

^{( 31}) These are managers who hold positions that are most directly responsible for the company's results or which are of strategic interest, including the "Executives with Strategic Responsibilities" of Enel S.p.A.