Enel judgments of the Shareholders ’ Meeting 2022
The Ordinary Shareholders ’ Meeting of EnelS.p.A.( “ Enel ” or the “ Company ”), chaired by Michele Crisostomo, was held moment in Rome.
Considering the uncertain developments of the COVID- 19 epidemic and therefore taking into account the ongoing need to minimize peregrination and pitfalls associated with on- point participation, the Company decided to use the option set forth under Composition 106, paragraph 4, of Law Decreeno. 18 of March 17th, 2020, converted with emendations by Lawno. 27 of April 24th, 2020( as last amended by Law Decreeno. 228 of December 30th, 2021, converted with emendations by Lawno. 15 of February 25th, 2022) and, thus, participation of those entitled to attend and bounce in the Shareholders ’ Meeting took place simply through the representative appointed by the Company pursuant to Composition 135- undecies of Legislative Decreeno. 58 of February 24th, 1998. Upon the launch of the workshop, around67.341376 of Enel’s share capital was represented at the Meeting.
The Shareholders ’ Meeting approved Enel’s fiscal statements at December 31st, 2021, while the consolidated fiscal statements and the consolidatednon-financial statement of the Enel Group, both appertained to the same fiscal time, were presented.
Acting on a offer of the Board of Directors, the Shareholders ’ Meeting also approved an overall tip of0.38 euros per share and the distribution of0.19 euros per share as the balance of the tip, following the interim tip of0.19 euros per share formerly paid in January 2022( pursuant to the applicable legislation, the tip wasn’t distributed to the storeroom shares held by the Company at the “ record date ”,e.g. at the date of annuity for the tip payment, of January 25th, 2022). The balance of the tip will be paid – net of the storeroom shares that will be held by Enel at the “ record date ” indicated then below and ahead withholding duty, if any – from July 20th, 2022, with theex-dividend date of pasteboardno. 36 falling on July 18th, 2022 and the “ record date ” falling on July 19th, 2022.
Enel Shareholders ’ Meeting also renewed the Company’s Board of Directors authorization for the accession and posterior disposal of over to a outside of 500 million Enel shares, representing around4.92 of the Company’s share capital, for a total disbursement of over to 2 billion euros, upon cancellation of the former analogous authorization granted by the Ordinary Shareholders ’ Meeting held on May 20th, 2021. The accession of the Company’s storeroom shares has been authorized for 18 months from moment’s Shareholders ’ Meeting resolution. Again, no time limit has been set for the disposal of the storeroom shares bought. The Shareholders ’ Meeting also defined, in agreement with the Board of Directors ’ offer, purposes, terms and conditions of the accession and disposal of the Company’s storeroom shares, specifically relating the rules for calculating the purchase price, as well as the functional rules concerning the prosecution of the purchasing deals.
The Shareholders ’ Meeting also appointed the new Board of Statutory Adjudicators, which will be composed of Barbara Tadolinias Chair( as drawn from the nonage slate presented by a group of asset operation companies and other institutional investors, that attained the favorable vote of7.468909 of the share capital represented at the Meeting), as well as of the Regular Statutory Adjudicators Maura Campra( drawn from the slate presented by the reference shareholder, the Italian Ministry of Economy and Finance( “ MEF ”), that attained the maturity of votes, equal to92.164094 of the share capital represented at the Meeting) and Luigi Borrè( appointed in agreement with the legal majorities following the slate vote, on the base of the training presented on May 9th, 2022 by the same shareholder MEF). Likewise, the Shareholders ’ Meeting appointed Tiziano Onestiand CarolynA. Dittmeier( both drawn from the slate presented by the shareholder MEF), as well as Piera Vitali( drawn from the nonage slate presented by a group of asset operation companies and other institutional investors) as alternate Statutory Adjudicators. The below- mentioned Board of Statutory Adjudicators will remain in office until the blessing of the 2024 fiscal statements. The slates of campaigners and the farther training presented by the MEF, together with the lives of the new Board of Statutory Adjudicators are available on Enel’s website(www.enel.com).
The Shareholders ’ Meeting verified latterly a remuneration of euros gross per time for the Chair and euros gross per time for each of the other regular Statutory Adjudicators, in addition to the payment of duly proved trip and living charges incurred in performing the duties of the office.
The Shareholders ’ Meeting also approved the Long Term Incitement Plan 2022 reserved to the operation of Enel and/ or its accessories pursuant to Composition 2359 of the Italian Civil Law.
Eventually, concerning the Report on the remuneration policy for 2022 and the compensations paid in 2021, the Shareholders’ Meeting approved, in compliance with the applicable legislation
with a list resolution, the first section of the below Report, which illustrates the policy espoused by the Company on the remuneration of the members of the Board of Directors, the General Manager, the Directors with strategic liabilities and the members of the Board of Statutory Adjudicators related to the fiscal time 2022, as well as the procedures used for the relinquishment and perpetration of similar policy;
with anon-binding resolution, the alternate section of the same Report, which indicates the compensations of the members of the Board of Directors and of the Board of Statutory Adjudicators, of the General Manager and of the Directors with strategic liabilities related to the fiscal time 2021.
The result of the votes on the colorful particulars on the docket is set out in detail in the Addition to this press release.