AGM Statement

MADRID--(BUSINESS WIRE)-- 

Borja Acha Besga
Secretary of the Board of Directors

Madrid, 24 March 2026

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 24 March 2026, 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 28 April 2026, at 11:00 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 Subsidiaries (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 financial year ended 31 December 2025.

2. Approval of the Individual Management Report of ENDESA, S.A. and the Consolidated Management Report of ENDESA, S.A. and its Subsidiaries for the financial year ended 31 December 2025.

3. Approval of the Consolidated Statement of Non-Financial Information and Sustainability Information for the year ended 31 December 2025.

4. Approval of the management of the Company for the financial year ended 31 December 2025.

5. Approval of the proposed application of earnings for the year ended 31 December 2025 and the subsequent distribution of a dividend out of this profit.

6. Reduction in share capital through the retirement of a maximum of 87,967,289 treasury shares that have been acquired through the buy-back programmes executed as the third and fourth tranches of the Share Buy-back Framework Programme approved by the Board of Directors on 26 March 2025, for the purpose of being retired, delegating to the Board of Directors the power to execute the share capital reduction.

7. Re-election of Mr José Damián Bogas Gálvez as Other External Director of the Company.

8. Appointment of Ms Angela Eliseo as Shareholder-Appointed Director of the Company, replacing Ms Francesca Gostinelli, whose cessation of office is submitted to the General Meeting for consideration upon the expiration of her term of office on 29 April 2026.

8.1. Cessation of office of Ms Francesca Gostinelli.

8.2. Appointment of Ms Angela Eliseo.

9. Appointment of Ms Ana Muñoz Merino as Independent Director of the Company, replacing Ms Cristina de Parias Halcón, whose cessation of office is submitted to the General Meeting for consideration upon the expiration of her term of office on 29 April 2026.

9.1. Cessation of office of Ms Cristina de Parias Halcón.

9.2. Appointment of Ms Ana Muñoz Merino.

10. Binding vote on the Annual Report on Directors' Compensation.

11. Approval of the Directors' Compensation Policy for 2026–2029.

12. Approval of the Strategic Incentive 2026-2028 (which includes payment in Company shares).

13. 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

Secretary of the Board of Directors