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AGM Statement

·5-min read

MADRID, April 29, 2022--(BUSINESS WIRE)--

Borja Acha Besga

Secretary of the Board of Directors

Madrid, April 29, 2022

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:

The Annual Ordinary General Shareholders’ Meeting of Endesa, celebrated on the day of today, has approved all proposed resolutions submitted to the vote.

Full text of the adopted resolutions attached:

RESOLUTIONS ADOPTED BY THE GENERAL MEETING

AGENDA ITEM ONE

Approval of the Separate Financial Statements of ENDESA, S.A. (Statement of Financial Position, Income Statement, Statement of Changes in Equity —Statement of Recognised Income and Expense and Statement of Total Changes in Equity—, Statement of Cash Flows and the notes thereto) and of the Consolidated Financial Statements of ENDESA, S.A. and Subsidiaries (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the notes thereto), all for the year ended 31 December 2021.

Motion to approve the Separate Financial Statements of ENDESA, S.A. (Statement of Financial Position, Income Statement, Statement of Changes in Equity —Statement of Recognised Income and Expense and Statement of Total Changes in Equity—, Statement of Cash Flows and the notes thereto) and the Consolidated Financial Statements of ENDESA, S.A. and Subsidiaries (Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the notes thereto), all for the year ended 31 December 2021 and as drawn up by the Board of Directors at its meeting held on 21 February 2022.

AGENDA ITEM TWO

Approval of the Separate Management Report of ENDESA, S.A. and of the Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year ended 31 December 2021.

Motion to approve the Separate Management Report of ENDESA, S.A. and the Consolidated Management Report of ENDESA, S.A. and Subsidiaries for the year ended 31 December 2021 (except for the Non-financial Statement and Sustainability Report for the Group included in the Consolidated Management Report, which will be submitted for a vote under the following agenda item), such reports as drawn up by the Board of Directors at its meeting held on 21 February 2022.

AGENDA ITEM THREE

Approval of the Non-financial Statement and Sustainability Report of its consolidated group for the year ended 31 December 2021.

Motion to approve the Non-financial Statement and Sustainability Report of the consolidated group for the year ended 31 December 2021, as drawn up by the Board of Directors at its meeting held on 21 February 2022.

AGENDA ITEM FOUR

Approval of the management for the year ended 31 December 2021.

Motion to approve the management for the year ended 31 December 2021.

AGENDA ITEM FIVE

Approval of the proposed distribution of profits for the year ended 31 December 2021 and the consequent distribution of a dividend charged to those profits and to retained earnings from previous years.

Motion to approve the distribution of profits for financial year 2021, as formulated by the Board of Directors at its meeting held on 21 February 2022, for a total of 581,311,022.93 euros, and the consequent distribution of a dividend charged to those profits and to retained earnings from previous years, in the following terms:

Basis of distribution for 2021

Euros

Profit and loss. Profit

581,311,022.93

Retained earnings

4,795,389,430.94

Total

5,376,700,453.87

Distribution

To dividends – Maximum distributable amount

of 1.4372 euros, gross, per share

for all shares (1,058,752,117 shares)

1,521,638,542.55

To retained earnings

3,855,061,911.32

Total

5,376,700,453.87

On 24 November 2021, the Board of Directors of ENDESA, S.A. approved the distribution of an interim dividend against 2021 profit in the amount of 0.50 euros, gross, per share. This interim dividend was paid out on 3 January 2022.

The final dividend (0.9372 euros, gross, per share) will be paid on 1 July 2022, charged to the profit for the year 2021 and to retained earnings from previous years.

AGENDA ITEM SIX

Re-appointment of KPMG Auditores, S.L. as the statutory auditor for the separate and consolidated financial statements of ENDESA, S.A. for the years 2023, 2024 and 2025.

Motion to re-appoint KPMG Auditores, S.L. as the statutory auditor of the separate and consolidated financial statements of ENDESA, S.A. for the 2023-2025 period, conferring to the Board of Directors, in the broadest terms, powers to determine the other terms of the engagement.

This motion is submitted for approval by the General Shareholders' Meeting at the proposal of the Board of Directors, following the recommendation of Endesa's Audit and Compliance Committee.

KPMG Auditores, S.L. has its registered office at Paseo de la Castellana, 259 c, Madrid. Its tax identification number (NIF) is B-78510153. It is only file with S0702 in the Official Register of Accountants of Instituto de Contabilidad y Auditoría de Cuentas (Institute of Accounting and Accounts Auditing) and the Madrid Mercantile Registry, under tome 11.961, sheet M-188.007.

ITEM SEVEN ON THE AGENDA

Delegation to the Board of Directors, for a period of five years, of the authority to issue long- and short-term bonds, commercial paper and other securities, both simple and exchangeable and/or convertible into shares of the Company, as well as warrants, including authority to exclude the right of shareholders' preferential subscription rights, though this will be restricted to 10% of share capital.

Motion to delegate to the Board of Directors the responsibility for issuing negotiable securities, in accordance with the general regime for issuing bonds and under the provisions of articles 286, 297, 417 and 511 of the Corporate Enterprises Act and article 319 of Commercial Registry Regulations, under the following conditions:

1. The negotiable securities referred to in this delegation may be debentures, bonds, promissory notes and other debt securities, which may be simple, exchangeable for outstanding Company shares and/or convertible into newly issued Company shares. This delegation may also enable responsibility for issuing warrants or other similar securities that may directly or indirectly give the right to the subscription or acquisition of shares in the Company, either newly issued or already in circulation, debentures and bonds exchangeable for outstanding shares of other companies.

2. The issue of the above-mentioned securities may be undertaken on one or more occasions within a maximum period of five (5) years from the date of adoption of this agreement.

3. The delegation includes the determination of the different aspects and conditions for each issue, including, but not restricted to, nominal value, type of issue, redemption price, interest rate, exchange ratio, amortisation, subordination clauses, anti-dilution mechanisms, guarantees of the issue, admission to trading, applicable legislation, and, in general, any other condition for the issue, including, where applicable, the appointment of the commissioner for the bondholders' union, where it is necessary to create or it is decided to create such a union.

4. The aggregate amount for the issue(s) of securities agreed under this delegation should not exceed 7,500 million euros or its equivalent in another currency, of which a maximum of 5,000 million euros may correspond to promissory notes, including company promissory notes (commercial paper). The maximum amount will be calculated in accordance with the outstanding balance for securities issued under the delegation. Also for the purposes of the above limit, in the case of warrants the sum of premiums and the warrants' exercise prices for each issue approved under this delegation should be taken into account.

5. For the purposes of the provisions of article 414 of the Corporate Enterprises Act, when issuing debentures or bonds convertible into new Company shares and/or exchangeable for outstanding Company shares, the following bases and modalities for the conversion and/or exchange should be established:

i) The securities will be convertible into new Company shares and/or exchangeable for outstanding Company shares in accordance with a conversion and/or exchange ratio that may be fixed or variable, as determined by the Board of Directors. The Board of Directors is authorised to determine whether the securities are convertible and/or exchangeable, as well as to establish whether they are voluntarily or necessarily convertible and/or exchangeable and, if they are voluntarily exchangeable, whether it is at the option of the holder and/or the issuer, as well as the periodicity and deadline which will be established in the issuance agreement. Where the securities are convertible and exchangeable, the Board of Directors may agree that the issuer reserves the right to choose at any time between conversion into new shares or their exchange for outstanding shares, specifying the nature of the shares to be delivered at the time of conversion or exchange, and being able to deliver a combination of newly issued shares with pre-existing shares and even to settle the difference in cash.

ii) Where a fixed conversion and/or exchange ratio is established, the securities should be valued at their nominal amount and the shares at the fixed exchange rate established by the Board of Directors' agreement that makes use of this delegation, or at the exchange rate to be determined on the date or dates indicated in this agreement and based on the listing price for the Company's shares on the date or dates or period or periods that taken as a reference, with or without discount and, in any case, with a minimum that may not be less than (i) the arithmetic average for the closing prices of the Company's shares on the Spanish Continuous Market during the period to be determined by the Board of Directors, which should be not more than three months or less than fifteen days prior to the date of the Board of Directors meeting at which, making use of this delegation, the issuance of the securities is approved; and (ii) the closing price for the shares on the same Continuous Market on the day prior to this meeting of the Board of Directors. The maximum discount applicable to this minimum price may not exceed 25%.

iii) In the event of a variable conversion and/or exchange ratio, the securities should also be valued at the nominal amount and the share price for the purposes of conversion and/or exchange should be the arithmetic average for the closing prices of the Company's shares on the Spanish Continuous Market for a period to be determined by the Board of Directors, and which should not be more than three months and less than five days before the date of conversion and/or redemption, with a premium or a discount on that share price as applicable. The premium or discount may be different for each date of conversion and/or exchange for each issue (or, where appropriate, each segment of an issue), although in the case of a discount on the price per share, this may not exceed 25%.

iv) In accordance with the provisions of article 415 of the Corporate Enterprises Act, bonds may not be converted into shares when the nominal value of former is lower than that of the latter. Convertible bonds may also not be issued for an amount lower than their nominal value.

v) Where conversion and/or exchange is applicable, the fractions of the share which may correspond to the holder of the debt securities should be rounded down by default to the whole number immediately below, and each holder should receive any difference there may be in such a case in cash.

When an issue of bonds or convertible and/or exchangeable bonds is approved under this authorisation, the Board of Directors should comply with the provisions of article 414 of the Corporate Enterprises Act.

With regard to issuing warrants or other securities of a similar nature that give the right to acquire or subscribe to Company shares, the Board of Directors is authorised to determine the broad criteria applicable to the exercise of rights to subscription or acquisition of Company shares included in these securities, applying with regard to such issues the criteria established in paragraph 5 governing the valuation of shares, with any necessary adaptations required for them to be compatible with the legal and financial regime for this class of securities.

6. The delegation to the Board of Directors also includes, but is not restricted to, the following responsibilities:

i) The authority to increase capital by as much as is required to meet requests for conversion and subscription. This authority may only be exercised to the extent that any increase in share capital approved by the Board should not exceed the unused limit authorised by the General Shareholders' Meeting under the provisions of article 297.1 b) of the Corporate Enterprises Act, although this authority will be restricted to a maximum of 10% of the share capital where the issuance of convertible securities excludes shareholders' preferential subscription rights. The authorisation to increase capital includes authorisation to issue and put into circulation, on one or more occasions, the shares necessary to complete the conversion or subscription, as well as to modify the article in the Bylaws regarding the amount of share capital.

ii) The authority to exclude all or part of shareholders' preferential subscription rights when this is necessary to be able to capture financial resources in Spanish or international markets or as required by social interest. In any case, if the Board of Directors decides to exclude preferential subscription rights with regard to a specific issue of securities that it may decide to make under this authorisation, when the issuance is approved it will present a report detailing the specific reasons with regard to social interest that justify this measure, which will be subject, where applicable, to the corresponding report by an independent expert. The report by the Board of Directors and, where applicable, by the independent expert, referred to in paragraphs a) and b) of article 417.2 of the Corporate Enterprises Act, should be made available to shareholders and should be communicated at the first General Meeting to be held after the adoption of the issuance agreement.

iii) The authority to develop and specify the terms, conditions and modalities for the conversion, exchange and/or exercise of rights to subscription and/or acquisition of shares, resulting from the securities to be issued, taking into account the criteria established in section 5 above, and, in general, any circumstances and conditions that may be necessary or suitable for the issue.

7. The Board of Directors is also authorised to ensure, on behalf of the Company, the issue of the securities referred to in paragraph 1 above by companies belonging to its group.

8. The Board of Directors is authorised to request admission to trading on official or unofficial secondary markets, whether or not they are organised, whether domestic or foreign, for bonds or other securities to be issued by the Company by virtue of this delegation, extending this responsibility with express authorisation for replacement by the Chief Executive Officer, to complete the necessary formalities and actions required for admission to trading before the competent bodies responsible for the different domestic and foreign securities markets.

It is hereby expressly declared for the record that, where the delisting of the securities issued by virtue of this delegation is subsequently applied for, the latter should be adopted with the same formalities being applicable and, in this case, the interests of any shareholders or bondholders who object to or do not vote in favour of the resolution should be guaranteed in compliance with the requisites established by the Corporate Enterprises Act and ancillary provisions, all of which in accordance with the provisions of the Spanish Securities Market Act and provisions for the implementation of the same. It is also expressly declared that Company is subject to any regulations that exist or may exist in the future with regard to Stock Exchanges and, especially, with regard to contracting, minimum duration and exclusion from trading.

The Board of Directors is authorised to sub-delegate to the Chief Executive Officer, with express powers of replacement, the delegated authority referred to in this agreement under the provisions of article 249 bis l) of the Corporate Enterprises Act.

AGENDA ITEM EIGHT

Re-election of José Damián Bogas Gálvez as executive director of the Company.

Motion to re-elect José Damián Bogas Gálvez as director of the Company, upon the recommendation of the Appointments and Remuneration Committee, for the four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the director is considered to be executive.

The report on this motion and the biographical summary of Mr Bogas are available to shareholders on the Company's website.

AGENDA ITEM NINE

Re-election of Francesco Starace as proprietary director of the Company.

Motion to re-elect Francesco Starace as director of the Company, upon the recommendation of the Appointments and Remuneration Committee, for the four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the director is considered a proprietary director.

The report on this motion and the biographical summary of Mr Starace are available to shareholders on the Company's website.

AGENDA ITEM TEN

Appointment of Francesca Gostinelli as proprietary director of the Company.

Motion to appoint Francesca Gostinelli as director of the Company, upon the recommendation of the Appointments and Remuneration Committee, for the four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the director is considered a proprietary director.

The report on this motion and the biographical summary of Ms Gostinelli are available to shareholders on the Company's website.

AGENDA ITEM ELEVEN

Appointment of Cristina de Parias Halcón as independent director of the Company.

Motion to appoint Cristina de Parias Halcón as director of the Company, upon the recommendation of the Appointments and Remuneration Committee, for the four-year term of office provided for in the Bylaws.

In accordance with Article 529 duodecies of the Corporate Enterprises Act, the director is considered an independent director

The report on this motion and the biographical summary of Ms Parias are available to shareholders on the Company's website.

AGENDA ITEM TWELVE

Setting the number of members of the Board of Directors at 12.

Motion to set the number of members of the Board of Directors at 12.

AGENDA ITEM THIRTEEN

Binding vote on the Annual Report on Director Remuneration.

Motion to approve the Annual Report on Director Remuneration for 2021.

AGENDA ITEM FOURTEEN

Approval of the Director Remuneration Policy for 2022–2024.

Motion to approve, in due consideration of the reasons stated in the specific report drawn up by the Appointments and Remuneration Committee, the Director Remuneration Policy for 2022–2024, under the terms set forth in the document made available to shareholders on the Company's website as from the publication date of the meeting notice.

AGENDA ITEM FIFTEEN

Approval of the 2022–2024 Strategic Incentive (which includes payment in Company shares).

Motion to approve the long-term variable remuneration plan known as the "2022–2024 Strategic Incentive" (the "2022–2024 Incentive"), which includes payment in shares of the Company, insofar as its beneficiaries include the executive director of ENDESA, S.A., with the following main features:

1. The 2022–2024 Incentive is a long-term remuneration system whose main purpose is to reward the contribution made to the sustainable fulfilment of the Strategic Plan by people holding positions of considerable responsibility.

2. The 2022–2024 Incentive is aimed at the executive director and other Endesa Group directors with strategic responsibility, as determined by the Board of Directors.

3. The performance measurement period for the 2022–2024 Incentive will be three years running from 1 January 2022.

4. The 2022–2024 Incentive provides for the allocation of an incentive to beneficiaries comprising the right to receive: (i) a number of ordinary shares of ENDESA, S.A. (the "Shares") and (ii) a cash amount, pegged to a base incentive (target), subject to the conditions and possible variations under the Plan mechanism.

With respect to the total incentive accrued, the Plan envisages up to 50% of the target incentive to be disbursed entirely in Shares.

The amount of money to be paid is calculated as the difference between the total amount of the accrued incentive and the part payable in Shares.

In the event that the maximum number of Shares is not a whole number, the number of Shares to be allotted to each recipient will be determined by rounding the amount to the nearest whole number (rounding downward up to 0.49 and upward above 0.49).

5. The accrual of the 2022–2024 Incentive is linked to the fulfilment of five targets during the performance period:

a) Performance of the average Total Shareholder Return (TSR) of ENDESA, S.A. in relation to the performance of the average TSR of the Euro-Stoxx Utilities index, selected as the benchmark for the peer group. This parameter will be weighted at 50% of the 2022–2024 Incentive.

b) Target for the cumulative Return on Average Capital Employed during the accrual period. Endesa's cumulative ROACE target represents the relationship between cumulative Ordinary Profit from Operations (ordinary EBIT) and average Net Capital Invested (NCI) during the 2022–2024 period.

This parameter will be weighted at 25% of the total 2022–2024 Incentive.

c) Net installed capacity from renewable sources, represented as the relationship between net installed capacity from renewable sources and total net installed capacity at ENDESA in 2024. This parameter will be weighted at 10% of the total 2022–2024 Incentive.

d) Reduction in CO2 emissions at the Endesa Group in. This parameter will be weighted at 10% of the total 2022–2024 Incentive.

e) Percentage of women in the management succession plans in 2024. This parameter will be weighted at 5% of the total 2022–2024 Incentive.

A threshold level beyond which the target is considered to have been met and two performance levels for targets that have been overachieved is established for each target: performance beyond the first level equals 150% of the base incentive (target); and performance beyond the second level constitutes maximum achievement of 180% of the base incentive (target). Therefore, the variable remuneration that can accrue under the 2022–2024 Incentive will range from 0% to 180% of the base incentive (the base incentive (target) equals 100% achievement).

6. The base incentive (target) assigned to each beneficiary under the 2022–2024 Incentive will be as provided in their individual contracts, if addressed therein, or otherwise in the relevant Group policy defining different target percentage levels based on the subject's level of responsibility.

A maximum of 108,025 Shares may be delivered under the 2022–2024 Incentive. This maximum volume of shares represents 0.01020% of the share capital of ENDESA, S.A. at the date on which this motion is put forward.

For the Chief Executive Officer, the base incentive (target) will be 518,000 euros, and the maximum number of shares to which they will be entitled will be 13,323.

7. Both payment by delivery of shares and payment in cash shall be subject to the payment and deferral rules set out in the Remuneration Policy and established by the Board of Directors and, in particular, to any applicable malus and clawback clauses.

8. It is resolved to delegate to the Board of Directors, with express power to sub-delegate, the authority to implement at the time and in the manner it deems most desirable, formalise, amend and execute the 2022–2024 Incentive, adopting all resolutions and executing as many public or private documents as may be necessary or desirable to ensure the full effectiveness thereof, with the power also to change, rectify, amend and supplement and, in general, to adopt any resolutions and perform any actions necessary or merely desirable for the effective implementation and operation of the 2022–2024 Incentive, including, without limitation, the following powers:

a) To set specific conditions for the 2022–2024 Incentive and to grant and exercise rights thereunder, including the approval or amendment of the 2022–2024 Incentive, the determination of the beneficiaries, the conditions for granting or exercising the rights and verifying achievement, the rights that grant the status of beneficiary, the levels of performance for each of the parameters established as a target, the effects of losing status as an employee, executive or executive director of the Company or its Group or of a change of control, determining the causes for early termination, etc.

b) To draft, sign and submit before any public or private bodies, the beneficiaries or any other party, any documents and supplementary communications which may be necessary or desirable for the purposes of implementing and executing the 2022–2024 Incentive, granting rights and delivering incentives, including, as the case may be, the relevant prior notice and informational prospectuses.

c) To perform any actions or processes or filing any returns to any person, entity or registry, public or private, in order to obtain authorisations or verifications as required to grant the rights and to pay the incentives.

d) To adapt the contents of the 2022–2024 Incentive to the corporate circumstances or transactions that may arise during the term thereof, in the terms deemed desirable and, to the extent required or recommended by any legal provisions applicable to any of the beneficiaries, or as may be necessary for legal, regulatory, operating or similar reasons, to adapt the general conditions.

e) To draft and publish any announcements that may be necessary or otherwise desirable.

f) To draft, sign, execute and, as the case may be, certify any type of document related to the 2022–2024 Incentive.

g) And, in general, to perform as many actions and execute as many documents as required or desirable for the full validity and effectiveness of the incorporation, implementation, operation, execution, settlement and completion of the 2022–2024 Incentive and the previously adopted resolutions.

AGENDA ITEM SIXTEEN

Delegation to the Board of Directors of authority to execute and implement the resolutions adopted at the General Meeting, as well as to sub-delegate the powers that the General Meeting entrusts to the Board, and granting of powers to the Board of Directors to file and notarise such resolutions in public instrument.

1. Motion to delegate to the Company’s Board of Directors the broadest authorities to adopt such resolutions as may be necessary or appropriate for the execution, implementation, effectiveness and successful conclusion of the General Meeting resolutions and, in particular, for the following acts, without limitation:

(i) to clarify, specify and finalise the resolutions of this General Meeting and to resolve any doubts or issues presented, remedying defects and omissions which may prevent or impair the effectiveness or registration of the pertinent resolutions,

(ii) to execute such public and/or private documents and carry out such acts, legal business, contracts, declarations, and transactions as may be necessary or appropriate for the execution and implementation of the resolutions adopted at this General Meeting; and

(iii) to sub-delegate, to one or more directors, who may act jointly and severally, the powers conferred in the preceding paragraphs.

2. To vest powers in the Chief Executive Officer, José Damián Bogas Gálvez, and in the Secretary of the Board of Directors, Borja Acha Besga, so that either of them may, indistinctly: (i) carry out as many acts, legal business, contracts and operations as may be appropriate in order to file the foregoing resolutions at the Companies Registry, including, in particular and among other powers, authority to appear before notary public to execute the necessary public instruments or notarial deeds, to publish the corresponding announcements and to execute any other public or private document that may be necessary or advisable for the filing of such resolutions, with express authority also to correct them, without altering their nature, scope or meaning; and (ii) appear before the competent authorities and entities in relation to any of the resolutions adopted, in order to carry out any formalities and take any action necessary for their full implementation and effectiveness.

Secretary of the Board of Directors

Endesa, S.A. with its registered address at Calle Ribera del Loira, 60, Madrid. Registered in the Madrid Trade & Companies Register on sheet M-6405, volume 323, page 1, Company Tax ID (CIF) A28023430

View source version on businesswire.com: https://www.businesswire.com/news/home/20220429005550/en/

Contacts

ENDESA, S.A.