Endesa, S.A. (ELE) Earnings Call Transcript & Summary

April 28, 2023

Bolsa de Madrid ES Utilities Electric Utilities shareholder_meeting 119 min

Earnings Call Speaker Segments

Juan Sánchez-Calero Guilarte

executive
#1

[Interpreted] Good morning, ladies and gentlemen. Good morning, dear shareholders. I'm extremely grateful for your attendance, whether physically or electronically at this general shareholders' meeting and first and foremost, I would like to welcome you to this event. On behalf of the Board of Directors and on my own behalf as well. I would also like to thank all of the shareholders who've participated in the shareholders meeting via their remote vote or delegation, the remote voting and delegation mechanisms and the telematic attendance, facilitate, encourage and allow the active participation at the meeting of all shareholders who wish to do so and were unable to attend in person. It's necessary to verify compliance with the legal requirements regarding the valid constitution of this general meeting and for this purpose, I will give the floor to the secretary, who, together with me, will perform the moderation powers provided for in the regulations governing the shareholders' meeting.

B. Francisco de Borja Acha Besga

executive
#2

[Interpreted] Thank you very much, Mr. Chairman. Good morning, ladies and gentlemen. It is hereby confirmed that the General Meeting of Shareholders of Endesa has been convened on a first call and single call in Madrid at the registered office in Ribera del Loira 60 at 12 noon on April 28, 2023, as convened by resolution of the Board of Directors on 22nd March. The announcement of the call was published on 24th March 2023 and the official cases of the commercial registry on the website of the company and on the website to the National Securities market. The text of the notice of the meeting is available both to shareholders present in this room and to shareholders connected telematically. Therefore, it is understood that this is read for all intents and purposes. The Board of Directors agreed to require the presence of notary to take the minutes of the meeting for these purposes. Mr. Fancisco Javier Gardea Del Rio noted Madrid is in charge of drafting the minutes of the meeting. Since the publication of the call of the meeting, the proposed resolutions, which were formulated by the Board of Directors regarding the items on the agenda and the corresponding reports have been made available to the shareholders on the website of the company without interruption and also at the registered office on paper. Furthermore, today, the information is available also on paper or on the pen drive, which can be delivered to shareholders who are not physically attending in the room or in PDF files and through a link to the website for those connected telematically, for which reason, the aforementioned information is taken as read for all purposes. I will inform you that's an independent expert is coming out to review of compliance with the procedures for calling and holding the meeting, which includes a review of the voting process and delegation from which we can confirm that in absence of the conclusions regarding any final checks or verifications, the systems and procedures applied by Endesa comply with the internal regulations on shareholders' meetings. Finally, it's important to note that a reliable electronic publication service provider, eTrust, has verified from the date of publication of the meeting call the insertion of the documents on the web page, their maintenance on the aforementioned website without interruption, their ability and the ability to download and print them. Furthermore, said documents have remained unchanged. Additionally they're confirming the availability and the correct operation and broadcasting of this meeting. I will now provide details of the provisional quorum. Present or represented 2,565 shareholders at present who 891,161,000 subscribed capital, representing 41.9% of the subscribed capital with a right of vote of which there is sufficient quorum for the valid convening of this meeting to address all of the points on the agenda. In any case, once the final ballots have been completed and counted and prior to the interventions, a final quorum data will be provided at the end of the meeting. I will now hand the floor back to the Chairman.

Juan Sánchez-Calero Guilarte

executive
#3

[Interpreted] Well, in consideration based on the data read by the Secretary, this general assembly meeting is validly constituted under this Chair Presidency and attended and assisted by the secretary without purchases to the final list of attendees being formulated at a later stage. The voting channel for shareholders attending the meeting electronically will be available once the secretary completes the reading of the proposed resolutions. This panel is made up of members of the Board of Directors present in this room and those connected by audio conference or video conference to this meeting in accordance with Section 7 of Article 10 BIS of the regulations governing the General Meeting. The notary will now take the floor.

Unknown Executive

executive
#4

[Interpreted] Thank you, Mr. Chairman. In compliance with Article 101 of the Mercantile Registry regulations, I hereby state that I have been requested to attend this general shareholders meeting and to record the minutes of the said meeting. I certify on presented Endesa's head office. I have confirmed that the meeting has been convened in accordance with the requirements. I verified that real-time remote communication means employed by the members of the Board who form part of the panel and who are not physically present, guarantee adequately the constitution of the Board, of the meeting. Shareholders, if there's anyone who has any reservations or objections regarding the provisional data presented and the valid constitution of the meeting. I would ask you to approach this table or panel now or use the telematic support computer application in order to record your reservation or objection. Mr. Chairman, having verified the information, there are no reservations. I give the floor back to the Chairman.

B. Francisco de Borja Acha Besga

executive
#5

[Interpreted] Thank you very much. In accordance with the capital companies, law and the regulations of the general meeting, the shareholders have been able to request any information or clarifications they deem necessary regarding the items included on the agenda in the call, information accessible to the public provided by the company to the National Securities Market Commission since the last general meeting. It was held and also regarding the auditor's report, in accordance with Article 10 BIS of the regulations governing the General Meeting and pursuant to the call of saying the shareholders attending this general shareholders meeting have electronically had the opportunity to exercise this ride in writing. During the intervention period or turn for questions, a summary of the requests for information and the interventions made by the shareholders will be presented in red up to 11:30 a.m. today received via the electronic assistance computer application in accordance with the law and with the call of the meeting. We would ask the shareholders who are physically in the room and who wish to intervene in the meeting to indicate this from this moment forward, at the table indicating their identity data and also the number of shares they own and where appropriate, the shares they represent all of this in accordance with Article 18.1 of the regulations of the general meeting. Shareholders who wish to record the full content of their intervention in the minutes must expressly request this and provide the notary prior to initiating their intervention, a written text of same for its comparison and subsequent attachment to the main document. Finally, shareholders are reminded that the time allocated for each intervention will be 5 minutes. And we will try to respond to all of the requests or questions during the course of the meeting. If this is not possible, the shareholders will receive a response in writing within 7 days in accordance with the capital company's law. I hand the floor back to the President-- to the Chairman.

Juan Sánchez-Calero Guilarte

executive
#6

[Interpreted] Ladies and gentlemen, distinguished shareholders, it's a pleasure to speak to you before this general meeting, and I must start by thanking you for your support and the trust that you've shown in Endesa throughout 2022. In my intervention, I will address some of the matters included in the agenda. In his subsequent presentation, the CEO will explain in detail the main aspects of 2022 for Endesa. Furthermore, since different related party transactions are submitted for approval, the Chairman or the President of the Audit and Compliance Committee will prepare the corresponding reports completing the information made available to him. During 2022, there have been several relevant circumstances that have affected our activity and business. 14 months passed since the invasion of Ukraine by Russian military forces, a war conflict, a humanitarian drama, which we must demand should end immediately. That event has completely altered the global energy framework, the European Union has acted through unity and determination to accelerate decarbonization targets and advance towards its energy autonomy as a decisive geopolitical factor. Energy markets have suffered extraordinary tensions and pressures. They've had to deal with regulatory measures aimed at preserving the security of energy supply and for redirecting price pressure on final consumers. 2022, and the current year require Endesa to make an enormous effort to adapt to a changing regulatory environment in Europe with the regulatory initiatives to define a regulatory framework for the electricity market. And in Spain, it's worth highlighting the ongoing review of the National Integrated Energy and Climate Plan. In addition to those events, there are additional significant inflationary trends and a monetary policy, which is designed to combat them. And this complex scenario, Endesa has fulfilled its strategic approach for 2022, exceeding the financial targets that we set. We've provided you with extensive documentation on our financial performance and operations in that fiscal year accompanied by the resolution proposals that are presented. In 2022, our activity was supported by solid strategy attaining satisfactory results. We have reported a gross dividend of EUR 1.84 per share, which represents a distribution to Endesa shareholders of EUR 1.679 million. The achievement of these targets would not have been possible without the commitment and engagement of our employees and collaborators, especially noteworthy in these demanding times with a view to preserving security and continuity of supply for millions of households and companies. In 2022, we continued on our path towards decarbonization, an initiative we embarked on many years ago. Our strategy to accelerate the energy transition has been reaffirmed in the 2023, 2025 strategic plan, which was approved last November. This is a plan that updates the just a fair transition strategy within investments, which are 15% higher than those in the previous plan. Endesa translates its commitment to sustainability through specific actions and results. By doing so, we reaffirm the creation of value for our shareholders and for the rest of our community. The details of the actions carried out can be found in the reports on nonfinancial information and sustainability. We've managed to link decarbonization with the continuity of industrial activity at our main sites. An example and expression of Endesa's history, which we embrace that which integrates in our presence in the future. Our specific plans and the progress in the just transition projects express our long-term relationship with all those communities and municipalities that form an essential part of our company. It's a priority for Endesa to work and collaborate to ensure that the most vulnerable communities and individuals have access to energy is a basic and necessary element. We maintain collaboration agreements with public administrations to facilitate access to energy for as many people as needed. And we continue to fight against electrical fraud, one action in which effective collaboration with the authorities is decisive. Electrical fraud entails tremendous risks with the health and safety of people and electrical installation and hinders the guarantee of supply. As regards to Endesa's corporate governance, we continue to work on improving and adapting our system to the best practices we incorporate each year. We take a special account in our proposals that we received from you, our Spanish and international shareholders and investors, and we submit the operation of the Board and its committees to an annual evaluation process, which has performed for the support of an external adviser and once again includes a positive assessment to the operation of the Board during 2022. The excellent results of this assessment are based on the contribution of each and every one of the directors who I would like to thank for their commitment, dedication and positive engagement and contributions. I have to now inform you some of the main changes in Endesa's corporate governance adopted since the previous general meeting. This information is provided in more detail if you look at the annual corporate governance report and the integrated activity report of the different Board committees. And this is compliance with the good governance code, which is approved by the NSMC, the National Securities Market Commission continues to offer very satisfactory results. We've complied with 95.31% of the COS recommendations, but Endesa does not follow a single recommendation, specifically recommendation 48, which recommends having a separate appointments committee and a different remuneration committee. The explanation continues to reside in our own experience. the existence of a single committee guarantees coordination in terms of valuation and remuneration, attraction and retention of talent and orientation towards the achievement of results. Additionally, we partially comply with the recommendations 27 and 64. The first derives from the fact that in certain exceptional cases, directors have not granted the necessary delegation of proxies when they've been able to attend a Board meeting. And the second is relating to payments for contractual termination or terminations per se, deriving from contractual conditions prior to the recommendation itself. Endesa considers that the performance of each of its directors has been essential at all times to promote good governance. The composition of the Board and its committees is a key element since it affects the effectiveness and quality of its decisions and its ability to effectively promote Endesa's corporate interest. In this regard, at this general shareholders meeting, we propose the reelection of various directors. Mr. Ignacio Garralda Ruiz de Velasco and Mr. Francesco de Lacerda, current Chairman of the Appointments and Remuneration Committee and the Audit and Compliance Committee, respectively, as well as my own reelection, all with common condition as independent directors. And the reelection of Dr. Alberto de Paoli as the proprietary or shareholder appointed director on behalf of shareholder Enel. You have the reports corresponding to each of the proposed appointments. The Board has concluded that the directors whose reelection is proposed have the necessary competence, experience and merits for their continuity. The aforementioned appointments, if approved by the Board, constitute a factor of stability and continuity for Endesa's governance and should make it possible to renew the positive assessment I referred to previously. Based on these prior agreements, the structure of the Board of Directors will not undergo any changes. Its composition will continue to be 12 members. A size we consider to be necessary to achieve effective and participation in accordance with the recommendation 13 of the code of good governance. The approval of these reelection proposals will maintain the majority presence of 58.33% of independent directors representing 30 -- with proprietary directors representing 33.3% and 8.3% corresponding to Executive Directors. This confirms that our model in line with the most demanding good governance standards will adopt a board structure, which is geared towards protecting each and every one of our shareholders. At present, each of the 3 Board of Directors committees has a majority presence of independent directors a condition that is held by each of its presidents. In relation to gender balance at this time. At this moment, the least represented sex is 41.67% of the members of Endesa's Board. We've anticipated compliance with the requirements stemming from European legislation currently in the process of transposition into the Spanish legal system. Today is the last time that the Vice Chairman of Endesa and Managing Director Mr. Francesco Starace will appear before the general meeting. For 9 years, he's held our position, a period in which he's consolidated his position as one of the world's leading business leaders in the energy sector. Endesa's Board of Directors has benefited from his involvement experience and opinions. And this is the opportunity to express our appreciation and our gratitude. Ladies and gentlemen, distinguished shareholders, the 2022 financial year has required us to navigate in a particularly complex scenario for the energy sector. Endesa's successfully or presented satisfactory results, which justify our confidence for the 2023 financial year. Endesa will continue to act as a factor of stability and social progress, even in such demanding circumstances as the present ones. We faced this challenge with the security provided by belonging to the Enel Group. On behalf of the Board, I would like to reiterate our recognition of the enormous capacity of our human team in the company. And in particular, I would like to express my gratitude to our CEO and to senior management of the company. Their performance over the last financial year justifies the Board's confidence and that of our shareholders, for which we are especially grateful. And I would now like to hand the floor to the CEO, Mr. Jose Bogas. Thank you very much.

José Gálvez

executive
#7

[Interpreted] Good morning. Thank you for attending the Endesa General Shareholders' Meeting. Before going or starting on the subject, I would like to greet and thank 2 former presidents of the company for their presence on this Board, Rodolfo Martin Villa and Manuel Pizarro, thank you very much for joining us today. My objective shareholders is to explain the context and the keys that have marked our activity in 2022. I will explain the energy context in which we have worked. I will review the challenges that we are facing. I will take stock of Endesa's activity, and I will share with you some reflections on how we see the future. The year 2022 will go down in history as the year in which there was again a war in Europe, and unnecessary war like all. But on this occasion, we can add the objective of unprecedented because it is a hybrid war due to the combination of weapons, data, digital identities, misinformation on a massive scale, and energy tensions as a background to the conflict. The tension generated in society and in the electricity sector by using energy resources as a measure of pressure, either brandishing scarcity, shortages or speculating on prices are key to understand what 2022 has meant. The war in Ukraine and its consequences have had an impact on the energy sector. And in a very notable way in the electricity sector has fundamentally affected -- been affected by the price of gas. This tension meant that on the 26th of August, the DTF, the Dutch TDF, the index that sets the benchmark for gas prices in Europe reached a historical record of EUR 343 per megawatt hour with an average price of EUR 123 per megawatt hour compared to the EUR 43 megawatt hour in 2021. This fact is an example or shows the tensions experienced by the gas market and as a consequence, electricity market. It also defines the context in which Endesa has had to work. When we started the year 2022, we were already in a situation of unprecedented price escalation caused by gas. We knew that we were entering a year that would be marked by uncertainty, price volatility and regulatory tension. In the year 2021, we were immersed in a supply and demand crisis after the global lockdown caused by the outbreak of COVID and exacerbated by what is now something obvious that the price of gas was being conditioned by Russia. The war has generated a new problem that has had an additional impact on the supply and energy model. This war has highlighted the importance of energy independence. The search for energy independence must serve to speed up the deployment of renewables and to electrify demand. All this has happened on an international level. On a national level, I would like to highlight 4 elements that clearly define the year of energy uncertainty. The permanent regulatory changes, the intervention of the electricity market, misinformation and the response given by the sector. Allow me to give you a fact. Just in 2022, we had to manage 74 changes in the regulations, 32 regulations and 6 royal decrees that intend modified another 42 previous regulations. In addition, in the year 2021, we have had to face another 57 regulatory modifications, 44 regulations and 8 royal decrees that modified 13 previous regulations. And all of this adds up to 131 regulatory changes in 24 months. These regulatory changes have mainly sought to protect citizens and the business fabric and have allowed prices in Spain to be better contained than in other European Union countries, but they have also generated distortions in the market and in operations. This is happening at a time when huge investments are needed to ensure the transition and energy independence. In the case of Endesa, as we will see later, over EUR 8 billion in the period 2023 to 2025. For this reason, now more than ever, we need regulatory and legal stability. This temporary and partial intervention has broken the usual consensus in the European Union regarding energy matters. Now that the reform of the electricity market is being debated in Europe, it seems that there is a majority current in favor of the market regulating prices and another one that supports greater intervention in the future. The focus of the European Commission which -- well, the focus given by the European Commission to the reform is heading in the right direction, avoiding price intervention in generation and facilitating longer-term contracting. All of this to insulate customers from price volatility and allow them to take advantage of the stability provided by renewables and their future development. In any case, it is an absolute priority that the reform should be homogeneous at a European level, but it should be carried out with the highest level of consensus, and there should be no individual solutions. This could break the market. The electricity sector with an undeniable dedication to providing a service has seen its reputation and deservedly compromised. Incorrect information and slogans about the sector have been common during the year 2022. It doesn't matter how much they are repeated. This does not make them true. During the presentation of the annual results at the end of February, I said and I repeat that there have been no windfall benefits. I repeat, in our company, we do not have windfall results. We have given good results due to the successful management of different variables. Endesa has sold its own energy in line with the specific measures stipulated by the regulator, which have set a limit, an upper limit to energy sales prices, in the free market of EUR 67 megawatt hour. For this reason, we have opposed the application of tax at a rate of 1.2% on income. This is the reality because it is a tax on revenue, not on extraordinary benefits, which have not existed. Despite the national and international situation in Endesa, we had 2 very clear ideas. We had to continue with the energy transition plan that we had already in place, and we had to meet the financial objectives set out in our strategic plan. We have maintained the same course that we had set out for ourselves. Our goal is to ensure that the transition should be successful and that the future should be electric, safe and sustainable. In Endesa, we are going to do this from a leading position that creates value for you, our shareholders and for the society in which we operate. Despite everything today, we can say that we are in a better situation than a year ago, particularly due to the drop in gas prices arising from the diversification of gas supply, the growth of renewables and the energy efficiency measures taken at a European level. Although it is true that there is no certainty about the behavior of the price of gas in the medium term. For this reason, we should not lower our guard. And this is what we are doing. We are navigating in this uncertain environment without losing sight of our objective. If we look at the financial indicators, we find robust results, results that have been possible, thanks to an efficient management model in which we bring together energy generation, distribution, marketing and management. If we look at the nonfinancial indicators, we find a huge list of acknowledgment and recognition of our sustainability policy. In financial terms, we closed the year 2022 with a net ordinary result of EUR 2.398 billion, 26% more than in the previous year. EBITDA stood at EUR 5.65 billion, 30% more than in 2021. We have exceeded our forecast for ordinary net income. And consequently, we will also exceed our dividend target per share, reaching EUR 1.85 per share, which represents EUR 1.67 billion. We closed a historic year in terms of our customers. We grew to 12.3 million electricity and gas customers in Spain and Portugal. We have led the commercialization of the retail sale of electricity. And we've increased our customer base in the free market to EUR 6.8 million at the end of the year, 900,000 more than in the previous year. We are progressing with decarbonization by increasing our generation capacity based on renewable, reliable and competitive technologies. A good result. And you can see how we distribute this. First of all, we invest 15% more through until the year 2025. If we compare our current strategic plan with the previous one. This increase makes it possible to reach EUR 8.6 billion in investment, particularly for growth in renewables and in distribution networks. This will allow Spain to progress in terms of energy independence and to reduce polluting emissions. The investment plan for the development of renewable power absorbs half of the total investment for the 3-year period and will make it possible to add 4,400 megawatts of power, 3,000 in solar and 1,400 megawatts in wind in order to reach an emission-free capacity of 13,900 megawatts in 2025, 51% more than at the end of 2022. With all of this, at the end of the year 2025, 91% of our electricity production in the Iberian Peninsula will be emissions-free. Secondly, this good result also allows us to solidly remunerate our shareholders, including the almost 200,000 Spanish families that have part of their savings deposited in Endesa shares. Thirdly, it allows us to maintain our direct workforce at around 9,300 people and to increase salaries after the rising inflation in 2022 by 5.9%, something that we have been able to do within the framework of the current agreement. And this makes us different with regards to our workforces compared to other IVX 35 companies. Fourthly, the good result has allowed us to contribute to the economic and social development of the country. Endesa today finds itself amongst the top 3 companies in terms of tax contribution in Spain with EUR 3.43 billion in 2022, of which 43% corresponds to taxes, more than 57% due taxes collected. Finally, these good results allow us in short, to accompany Spain and Portugal on their path to energy transition. Also with the commitment to investments that exceed the time period of our strategic plan. A clear example would be the EUR 1.5 billion in the future of Andorn well and another EUR 600 million in Pega in Portugal. At the time, the only 2 fair transition tenders that have been held in the Iberian Peninsula and both of which have been awarded to Endesa by the Spanish and Portuguese government respectively. Our way of working has been identical in Compostilla and Leon or in Colonia, although these are areas in which transition tenders will not be held due to the lack of capacity for auction. We have promoted initiatives in order to attract investment and projects to locations where we have a full commitment. Similarly, in Carboneras, in Almeria, where Endesa by means of international invested tender, we have identified large projects for the reuse of the plant in order to create stable and quality employment. Please allow me to stress here that facts are facts, and our discourse is perfectly in line with the reality of our actions. Regarding nonfinancial indicators, I can affirm that sustainability defines us. So much so that we have renewed once again, and now we're talking about 22 consecutive years with our presence in the global Dow Jones Sustainability Index, achieving our best historical score and reaching the fourth position amongst electricity companies around the world. We are the first Spanish company. We are the top Spanish company of the 15 included in the index. We are also at the top of the Euronext bhai and the FTSE4Good indexes, and we have renewed the top AAA rating in the MSCI assessment. All of this puts Endesa amongst the best valued companies in social, environmental and good governance aspects around the world and in the IBEX 35. In all shareholders, both the acknowledgment by third parties and the financial results presented to the market, the best way to understand what we have in Endesa, what we have and the fact that Endesa remains firm on its course in a volatile and changing and uncertain context. I would like to acknowledge and recognize the great work carried out by the Endesa human team. The business lines and service areas have played an extraordinary role throughout the year, my most sincere thanks. That is accompanied by a clear request for us not to give up in our efforts. The energy transition is an unprecedented challenge. It's not an easy path, but it is the path that must be traveled. Looking to the future, we see many opportunities and the climate emergency leave a little time for us to take advantage of them. At this point, my vision is clear. We have to ensure that the way out of this crisis is sustainable, renewable and inclusive. The challenge of climate change forces us to evolve towards a new sustainable economy based on an efficient electrical and renewable model, which includes the principles of circular economy. I'm talking about an integrated sustainability in which we take into account different factors, climatic, economic, financial, inclusive equality, equity and truthfulness as well as transparency and trust. They all come together. I've always said that companies will have a future only if they place customers and sustainability at the center of their activities. I think it is easy to agree that in the current context, there's not enough just to have this aim within the business world. We need to have an understanding and the permanent collaboration of companies and governments. In the case of Endesa, we are going to maintain a fluid and permanent dialogue with the government and the institutions in order to help ensure that the energy policies that are enforced are beneficial for all citizens. We are a very important company without a doubt for the economic development of the countries where we are present. We are a key company in the energy transition in Spain and Portugal. The coming months are going to be decisive in achieving energy goals and in stopping the climate emergency as it will be in achieving energy independence. The legal and regulatory framework that serves as a guide to cover the few years that we have left to achieve the objectives set by the European Union will be essential. We have a future full of opportunities. In this regard, during the year 2023 a year during which the National Integrated Energy and Climate Prama be reviewed. During this year, it's important that we pay attention to signals and review hypotheses. In Endesa, we have always applauded and we have been in line with most of the provisions of the National Integrated Energy and Climate Plan. However, we believe that it is necessary to review and adapt some of the hypotheses and scenarios in order to give strength to the system during the energy transition. It's also necessary to review everything related to permits and their impact on the deployment of renewables as well as to provide legal certainty to the necessary investments in distribution networks or charging points in order to promote electric mobility. Dear shareholders, as I have already said, our objective is to ensure that the transition is successful and that the future is electric safe and sustainable. At the start of the war in Ukraine, some voices were raised saying that Europe had made a mistake with this process and that it should slow down is energy transition plans. We soon realized that far from putting our projects on hold, we needed to speed up this transition. 3 years after the start of the pandemic, many areas of the planet are experiencing the worst drought in decades. We must reverse this process with clean energies with sustainable processes such as those being used by Endesa. I'm coming to the end. But first, I would like to make a special mention of Endesa's Board of Directors and particularly Francesco Starace for his continued support for Endesa and his commitment to Spain and Portugal. Francesco Starace has been, is and will be an undeniable benchmark in energy matters. He has made Enel a key global player on the world energy map. You have been able to appreciate the important role in this place in the Enel Group. And I would like to express my most sincere gratitude for all of these years during which we have worked together. Thank you, Francesco. I thank the President, Juan Sanchez-Calero and the directors for their support and guidance during these very difficult months that we have experienced in the sector. I would like to highlight that this is the Board of Directors with the majority of independent directors. And lastly, to all of you, shareholders for trusting in Endesa. I have tried to give an overview of the way things stand and how we see them in the company. Please allow me to end by stressing that Endesa is reliable. Endesa has robust plans and Endesa is advancing with firm steps towards achieving the goals that have been set out for it. Thank you very much.

Juan Sánchez-Calero Guilarte

executive
#8

[Interpreted] Okay. I would like to thank the CEO for his intervention. This general meeting, the performance of 10 transactions related to the controlling shareholder, Enel or its subsidiaries as submitted for approval. Each of these proposals is presented separately from -- in the agenda to allow separate voting by items as stated in ASC 197 of the capital company's law in accordance with the capital companies, so when the aggregate amounts of the operations turned out with the same counterparty in the last 12 months is equal to or greater than 10% of the total asset items according to the last balance sheet, the competent body for the general meeting will -- is the general meeting to approve the related party transactions. And this are following the criteria regarding the aggregation determination of the amount of valuation of related party transaction established by the National Securities Market Commission has reached the above limits in relation to related party transactions entered into with its controlling shareholder, Enel. And for this reason, at this moment, the competent body for approving operations with Enel or its subsidiaries is general meeting of Endesa following a report from the Audit and Compliance Committee as will be explained the President of the Audit and Compliance Committee who might give the floor.

Francisco Jose Queiroz de Barros de Lacerda

executive
#9

[Interpreted] Good morning, distinguished shareholders, ladies and gentlemen, in accordance with Article 5 to 9 DCs of the Capital Companies Law, the approval of a related party operational transaction by the general meeting or the Board must be subject to a prior report issued by the Audit Committee. Furthermore, Endesa has developed its own internal regulatory framework on related party transactions, which includes, among others, a regulation governing related party transactions approved by the Board as well as an operating procedure for related party transactions approved by the committee itself, which implements the guidelines contained in the regulation, defining the operations functions and responsibilities of the system or regime for requesting approving, publishing and supervising related party transactions. These rules or regulations, together with applicable legislation have been applied to each and every related party transaction proposed to this meeting for its approval. In accordance with the aforementioned legal regulations and also the company's internal regulations themselves, the Audit Committee and Compliance Committee, which I chair, formed by 4 independent members and one proprietary director has assessed each of the 10 related party transactions between Endesa SA or dependent company of its group with its controlling shareholder, Enel SPA, or its group company and has issued the corresponding report, which has been published and made available to all shareholders on occasion of the calling of this meeting. As established in the aforementioned regulation, the proprietary director representing Enel has not participated in the drafting of the report. Thus, the auditor of Compliance Committee has reported each of the related party transactions submitted for the consideration of this general shareholders meeting, reaching the conclusion that each transaction is fair and reasonable from Endesa's standpoint and the different shareholders of the related parties' perspective. And as reported, the assumptions on which the evaluation is based as well as the methods employed. In Section 3 of Article 529, the reports of Endesa's Audit and Compliance Committee includes in relation to each of the 10 operations, the following information, information on the nature of the operation and the relationship with the related party, the identity of the related party, the date and the value or amount of consideration of the operation and any other information necessary to assess whether this is fair and reasonable from the point of view of the company and the shareholders who are not related parties such as operations, economic, strategic, legal, technical or commercial grounds. Additionally, pursuant to Investors internal regulations. For the preparation of the report on each of the operations, the Audit and Compliance Committee requested the report from an independent expert in order to also evaluate the fairness and a reasonableness of these operations. In all cases, the independent experts concluded that the transactions or operations entered into between Enel and Endesa are fair and reasonable from the point of view of Endesa and the shareholders who are not related parties. Finally, I would like to highlight that these 10 operations, as indicated in the 10 reports, the 10 operations were submitted for approval of the General Shareholders Meeting by the Board of Directors of Endesa with the unanimous votes in favor of all of the independent directors as well as the rest of the members of the Board. Thank you.

Juan Sánchez-Calero Guilarte

executive
#10

[Interpreted] I would like to thank the President of the Audit and Compliance Committee for his presentation. I will now hand the floor to the secretary.

B. Francisco de Borja Acha Besga

executive
#11

[Interpreted] Thank you, Mr. Chairman. So we now have a final list of attendees prepared by computer meets in accordance with Article 98 of the commercial registry regulation duly completed with attached. The quorum is as follows: in terms of shareholders considered present by law 494 shareholders 245,213,066 shares, representing 7.36% of the total capital stock of the company. In terms of legally represented shareholders, 2,110 holding 145,983,576 shares, equivalent to 13.78% of the capital stock. Therefore, a total represented in the attendance 2,604 shareholders present represented 89,196,642 shares, 84.174% of subscribed capital with voting rights. Therefore, there's an ample quorum for the valid constitution of the general meeting to address all of the matters on the agenda. There's also a treasury stock amounting to 254,610 shares, representing 0.02% of the share capital. treasury stocks being calculated for the purpose of calculating the necessary quotes for constitutional adoption of resolutions at the meeting as required by legislation, the exercise of the right to vote corresponding to set shares is on hold.

Juan Sánchez-Calero Guilarte

executive
#12

[Interpreted] So in view of the final data, which have been just provided by the Secretary, we can confirm compliance with the necessary requirements for the valid constitution of the General Shareholders' Meeting on a single call for it to resolve on all of the items on the agenda. I will now hand the floor to the notary.

Unknown Executive

executive
#13

Distinguished shareholders, if anybody has any reservations or objections regarding the final dates presented and the valid constitution of the meeting, I would please to ask you to come up to the panel or use the telematic computer application in order to record your objections or reservations. Mr. Chairman, having verified the information, no reservations or objections have been presented, thank you. We will now open up the floor for the intervention of shareholders who would like to take the floor. And likewise, the secretary will transfer the request for information or interventions from shareholders received telematically.

B. Francisco de Borja Acha Besga

executive
#14

[Interpreted] Thank you very much, Mr. Chairman. In accordance with the regulations of the general meeting, we'd like to remind you that the time assigned to shareholders for each intervention will be 5 minutes. Also in accordance with applicable regulations, the interventions must refer to the items included on today's agenda. The information provided to the CMV, the National Securities Market Committee Commission or the auditor's report. After the shareholders' interventions has concluded, if possible, the information or clarifications requested will be provided as appropriate. That is request for information that cannot be addressed in this meeting as the law will be answered within 7 days following the end of this general shareholders meeting. Therefore, we will first listen to the interventions and then the Board will respond to each of these interventions. Okay. The request of some interventions and information that have attended telematically, and there is one which I will now comment on or read out literally because it's rather short. The shareholder is Bedo, the holder of 6,000 shares and he states as followers. Good morning, ladies and gentlemen. We're in turbulent times for our company with a very uncertain future and determined by the Italian government and also its presence in Enel, the main shareholder. But I think that the current governments are responsible as in 2009, they left this company, which is a representative of the people in the hands of the Italian people and now the government with the new changes in the parent company of Enel, can now impact the strategic plan of Endesa for the period 2023, 2025 based on 3 pillars: decarbonization, electrification and digitization, which are crucial for the growth and expansion of the company. We've completed the year 2022 with a debt of over EUR 12 million, which is an increase of 16%, which is higher than 2021, which is very negative in terms of the stability of the company, which accounts for an important part of its latent value. And I would like to know the following: how are we going to address this? Distinguished ladies and gentlemen for Meddle, a company such as this, a company with a great social economic and strategic structure. How is it possible that after more than a year, we haven't been able to factor many clients in this company with the subsequent economic loss and the undermining effect is sadder image. How is it possible with the advances and increase in cost in digitization, we have so many legal restraints and the lack of control with the problems of electrical fraud. How is this going to affect the stability of this electricity company, which was a benchmark company and electric sector in the country. So having read the gentleman's question by Mr. Fuentes. We will now listen to the interventions of the shareholders present in the room. And I will hand the first intervention Ms. Natalia Caballos, a holder of 100 shares representing the Finanzas Eticas Foundation.

Unknown Shareholder

shareholder
#15

[Interpreted] Good morning. My name is Natalia Garcia. I may delegate serve the Pro Human Rights Association for Anelise. And I'm speaking to this general shareholders assembly using my right through the Finanzas Eticas Foundation. This has been requested together with the alliance against energy poverty and the European network shareholders for change, which represents 15 institutional investors who manage approximately EUR 20 billion in financial assets. We would like to intervene in the shareholders' meeting in relation to points of 4.3.1 in relation to the quality and certainty of electrical supply, nonnational financial information, sustainability for the year 2022. The Board of Directors of the company continues to ignore a matter that should concern shareholders due to its severe tremendous social impact. Power cuts in many households who are subject -- which is the responsibility of the Investor Group for many years after complaining about the situation before the shareholders' meeting without any progress, we've changed strategy. And those of us who are directly affected by this, would like to explain exactly what damage has been caused by the company to such collectives. And I would like to focus my intervention on people who despite being up to date and the payments of their electricity bills suffer the electricity supply interruptions or supply interruptions at certain periods of the year, particularly during peak cold and hot periods, something which affects families in Andalusia in Catalonia. And in the case of a situation which is close to home, I can explain the situation that affects the households in Almeria Pinos Panesar and many other places. And we would like them to feel present at this general shareholders' meeting. People who are users who are subject to the distribution and redistribution of Endesa. And on certain occasions, despite being identified as being as vulnerable collectives continue to suffer interruptions in electricity supply. In the North district of Gunnatha, there are electricity or power cuts for 14 years now. And some of those power cuts can last for as almost 12 hours per day. local residents have presented complaints against the company. They've launched complaints before the authorities and administrations and they've tried to make their situation visible by any means possible, but there's no solution for Andalusia. And the only response from Endesa is to criminalize these people in places where these power cuts are produced fundamentally vulnerable districts or neighborhoods and they just highlight the millions that are invested infrastructures, but the communities continue to suffer these power cuts. However, it's the responsibility of Endesa as the distribution companies a guarantee and ensure that there are no power cuts-- that there are no power cuts due to the poor condition of the grid. No references made to the interventions that are made by Endesa in certain districts in Catalonia in similar circumstances such as Sandro in Badalona. Autobahn and in Barcelona, where these power cuts have stopped, and this shows that it's possible to stop these interruptions in electricity supply from happening. These responses in neighborhoods that have suffered these power cuts have resulted in power cuts being litigated against full fundamental rights by the foundation in favor of human rights in Andalusia because we've gone to the European Parliament requesting that the necessary protective mechanisms be put into place and the necessary interventions be carried out due to this breach of human rights. Furthermore, there are many other initiatives that are being currently outlined and defined, and we will continue until no households suffer such cuts or interruptions in the electricity supply. These electricity supply interruptions affect the health of the people that affect them as described in numerous reports and in scientific journals, but let the people effect it, explain how they suffered one who saves a chronic obstructive pulmonary disease, BOC requires oxygen to suppliers daily at least 15 hours a day. And these power cuts mean that he lives in an uncertainty in many nights he has to go to emergency care. In the case of Fatima, he's unable to keep her insulin cold. And depends on their life of there. So what about Jasmine, who suffers an obstructive sleep syndrome. Therefore, the use of electrical devices is essential for her treatment. And without this, quality of life will decline and mortality will also increase or the risk of mortality will increase. There are people who received palliative care at home and they didn't receive uninterrupted electrical supply, which is essential in order to guarantee a home provider or home delivered oxygen therapy to ensure that the articulated bed and crane, which both depend on electricity on electricity supply for them to operate. And his family asked you to listen to how he experienced his final days of life. In addition to people who've had their health affected, the right to education, the right to development, the rights to living a full and worthy life is undermined by these continual interruptions in electricity supply, which is caused by Endesa, Therefore, to conclude, I would like to ask you 2 important questions. What have you to say to Fatima, Jasmine and the family of Camillo, who've suffered these power cuts for many, many years. And what's most important, what specific measures will Edessa take to avoid further supply interruptions from taking place in households that are up to date in their electricity bill payments. And those of us who promote these type of interventions and particularly the families affected and we associations represented then we'll be here listening to what you have to say. Thank you.

B. Francisco de Borja Acha Besga

executive
#16

[Interpreted] Thank you to Fatima. We shall move on sorry, to [indiscernible] 930 shares.

Unknown Shareholder

shareholder
#17

[Interpreted] Board members, shareholders, Good morning. We've had rough years and many citizens are suffering. The large energy companies and banks multiply their profits in the meantime. And if we talk about Endesa, one headline from LPs Endesa stately as a result of the enrichment of these companies and the impoverishment of people in the streets. This gives profits to these companies, but we should speak more specifically on behalf of these people. They are the liabilities of Endesa. We are here to be witnesses, people who turn part of their salaries into a counterparty for the supply of electricity. Some of them, such as their miners, changed their coal vouchers for electricity, increasing this with part of their salary over the years. These people adapted their buildings, their homes to this use of electricity as this -- to make the most of this payment in kind. But with the help of the conservative parties, however, there were antisocial laws such as the reform in 2012 so that some companies could get more profits and reduce the social benefits of some of their workers. This process in Endesa was led by the Mr. Bogas and of course, with the help of Judas Calamia. I think that I am in kind when I do this because do this after getting 30 coins realized the mistake he had make by betraying his friends and he tried to correct this mistake in vain by taking his own life. But we should talk about our own people, they are the important ones. Many of our people have suffered this in an unfair way at a late stage in their life. They are unable to adapt their homes to a cheaper source of energy than electricity. Electricity is sometimes impossible to pay by the consumer because it's high prices. But many of these people are suffering because at times, they've had to decide whether to heat themselves or to weather to eat. These people, Mr. Bogas has boldly called them selfish because they were claiming their rights. These same people with their hard work and even paying with their own lives in the case of many miners made Endesa one of the largest companies in Spain. And right now, the same company that reached the highest levels refuses to give them bread and salt. Even consumers of Endesa are treated worse than those of other companies with great irregularities in their bills with very poor treatment when they turn to the channels provided by Endesa when it comes to dealing with complaints. Ladies and gentlemen, the person speaking to you and all of those who have contributed to taking Endesa to the highest levels do not want the Endesa that we have right now, which only worries about huge profits in order to send them to Italy, forgetting about the workers and the territories from which they have obtained their profits. We as liabilities, we are still fighting in the courts and some of the higher courts are giving us hope that what has been taken from us will be returned to us. I have to say that this battle is wearing us down, and we are tired. This is what Endesa wants to achieve because its tentacles reach places that we cannot reach. And yes, we are tired, but we are not exhausted. And whilst we still have breadth in our bodies, we will continue to fight for the justice that corresponds to us. Thank you very much.

B. Francisco de Borja Acha Besga

executive
#18

Thank you to Mr. Vicente. And now we shall hear from Mr. Ricardo Serrano, who holds 270 shares.

Unknown Shareholder

shareholder
#19

[Interpreted] Good morning. I'm Ricardo Serrano, Sector General Commissioner Endesa, Chairman, CEO, members of the Board and shareholders, Endesa has debt--a huge debt. And I'm not talking about my last involvement in the last extraordinary meeting where we expressed our concern and demand for information. We're talking about EUR 5 billion received from Enel to Endesa. We need transparent criteria with regard activities that could threaten the future of the company and the workers. I'm not talking about the debt of Enel, our main shareholder, which is often seen in the economic press. The debt undertaken with Endesa is with their staff and with social sectors that have already been mentioned, and this is a historical debt. Debt with men and women from Endesa, people who, with their hard work, as we have already heard, have made this company what it is with its image and reputation and its industrial medium -- short- and medium- and long-term project. Because with the hard work, commitment, dedication and often the cost of their health have overcome a pandemic and the economic and social consequences of a war, which is obviously affecting society and the worldwide community and economy. They have sacrificed themselves have been devoted over these years. So I take this opportunity here today to ask or to complain that their efforts are not acknowledged. It's fair to ask that here today. Whilst they talk about over EUR 2 billion in profits, the staff in Endesa and those who worked in the past in the company and made it what it is see the economic conditions worsen and the social conditions worsen day by day because whilst we hear about extraordinary profits the workers in Endesa have the worst economic conditions in the sector because whilst we hear about windfall benefits in this company, there are inequalities for people doing the same job. Whilst we hear about extraordinary profits, the workload increases exponentially. And as a result, absenteeism because of psychosocial reasons without other directly related reasons represent 28%, because when we hear about extraordinary income, this is a perverse concept of merit. They use this to cover the remuneration shortcomings with regard to their workers because whilst we talk about extraordinary income, there are targets which are set out. And I could talk about Performance System. But the whole set of targets that are set out, which instead of rewarding annual efforts, they have reducing quite to reduce the amount that the employer should receive in return for these efforts. Since they have more profits than expected, this remuneration will have a reduction of 0.8% because no more money can be shared out. And this is what the company is being done is doing with its employees. There are unhealthy competitive processes that lead to stress and more and more absentees because whilst we hear about one of our extraordinary income, many of the workers have been affected by the closure of plants and the closure of their workplaces. These are the direct result of the real need for a change in the energy model. This has meant that the workers have to accept transfer and displacement with the impact that this has on their families and not always in the best conditions. Because whilst we hear about windfall profits, we have more conflict in the contracts in this area. And when we hear about these profits as somebody said, there is no longer a sense of membership or belonging in the company, and this is very serious. And there is great discontent amongst these staff. You have to believe me when I say this. We want to put an end to this discontent. The good news is that there is the capacity to do so. We just need a desire to overcome this. So it's important now it is a time to improve the conditions and increase salaries. Unfortunately, we consider that the measures taken by the management of the company are just focusing on superficial or placebo effect measures with open feedback and will be things that we could mention as well. For our organization, the right path to follow for the problems affecting the staff would be collective bargaining and the opening up of real spaces for the participation of employees in the strategic decisions of the company because the presence of employees in new channels and participatory spaces would increase the link and feeling of belonging because the value of this company, if we recognize this, we have to recognize the value of the employees, and this means that they should have greater participation and involvement in decisions. If we democratize the company, it means that the workers in the company and the organizations representing them should have a capacity and interest in participating in the great challenges faced by the company, digital transition, changes in organization of work, the economic situation of uncertainty and climate change. This collective bargaining is where we will be always present. And I would like to share with you a clear message carrying on from what I've said. This currently cannot have another negotiation such as we had for the fifth CBA. The main shareholder and the management should understand the need to have a commitment with broad consensus without excluding half of the staff. We should be working to increase and better the conditions for the workers and commissioners operators will be there to help. We should not have partial solutions. I would like to also mention the changes in our main shareholder. It's not up to me to evaluate or talk about the profile of the new CEO or the rest of the team. In fact, with less aggressive profiles Endesa on there. The retired staff have seen attacks on their social and economic rights because again, we could think of the fifth CBA. And for what I want to say, I would like to refer to an economic professor from the University of Harvard. Roderick says that it's possible to achieve both hyperglobalization and political democratization and national sovereignty. We can only have 2 of them. He says we cannot achieve though. We can only achieve 2. And he says clearly that -- we have to say that this union support democracy and National Sept. In other words, respect for the Spanish labor laws, we do not support the consequences of hyper-globalization because they look to the short term and do not look to provide a public service, which is what this company should be doing. We do not accept subordination, which decapitalize our resources and treat people in the company as if they were children. We ask Endesa to focus from now on, on improving the general work conditions for the staff. And I would repeat Jack Welch, the former CEO of General Electric, who said back in 2009 that at first sight, the value for the shareholder is the most stupid idea in the world because without doubt, the main value of this company is in the work, the commitment, the professional approach and the knowledge of the staff. And on this path, you will find the desire to collaborate of commissioners of eras. Thank you very much.

B. Francisco de Borja Acha Besga

executive
#20

[Interpreted] We shall now hear from Jose Antonio del Barrio Con Monedejo, representing 500 shares.

Unknown Shareholder

shareholder
#21

[Interpreted] Distinguished Chairman, distinguished directors, members of the Board and all employees in Endesa. I don't want to miss this opportunity at the general assembly to congratulate you for the intensive work that you've carried out in 2022, a year in which EUR 2,398 million of profits were obtained, which is 28% up on 2021. As a shareholder, I would like to encourage you to continue on the same path because the year 2023 is not looking as good. There are dark clouds on the horizon in terms of the political governance of the company that may have an impact on the company's operation. through the media. We understand that the Italian government President Geojiloni, Vice President Francesco Starace, and the CEO, Jose Bogas Galvez, who will receive an important compensation for noncompetition and services rendered to Endesa and their presence in the Spanish stake holding company. Endesa was is the jewel in the crown, a Spanish electric company that was vitally sold to Endel many years ago, and Enel has paid this by, let's say, squeezing everything out of Endesa its dividends and adopting a majority shareholding, which provides surplus income or earnings due to its capitalization. On the 27th of November 2022, Enel bound Endesa with contracts of billions of euros in projects and financial credits or loans. And it's not clear whether this is going to benefit or prejudice Endesa giving the rise to enormous losses. But at this general assembly, once again, we would like to request that we vote once again, you're asking us once again to vote in favor of EUR 1 million contracts. So god-forbid we continue and have the same ending as media set in Spain, which was merged into its parent company in Europe in a situation that had a detrimental effect for minority shareholders. Endesa despite these good results is losing stock market capitalization. Therefore, organically speaking, it will be difficult to generate value for shareholders. I would like to ask Dr. Juan Sanchez-Calero, if you have performed a study or if you aim to perform in 2023, any repurchase and subsequent amortization of shares to try to create value for shareholders and to conclude, I think it's important to provide my thanks to all of the employees and investors and the message for our Chairman, Juan Sanchez-Calero, who I would like to ask for an aperitif at the end of 2024. Otherwise, we will have to think that you're a little bit mean or stingy.

B. Francisco de Borja Acha Besga

executive
#22

[Interpreted] Thank you very much, Jose Antonio. The final intervention will be by Mr. Miguel, who is a holder of 100 shares.

Unknown Shareholder

shareholder
#23

[Interpreted] Good afternoon, ladies and gentlemen. I wasn't planning on intervening, but I'm going to do so. Just to send out a reminder and also a complaint. The reminder is speaking on behalf of the coordinator of liability associations of Endesa. The reminder is that we have to continue -- we are continuing, as you all know, in our judicial fight against the front that we suffered with the signing of that fifth agreement. More than 10,000 retired employees and employees who take an early retirement included in the coordination entity, continued bug down in this lawsuit. We are beginning to see some positive lights in the form of favorable sentences handed down by certain high courts in Andalusia and also in Madrid. We hope that those positive results will actually see fruition at some point. And the complaints, of course, concerns the billing and rebilling or the mess, let's say, that is being performed in the case of billing and rebuilding. As you know, last year, we were not building energy in the entire year. Now we've started building again, but it's completely chaotic. It couldn't be worse. Invoices are being collected that we haven't received. Invoices are being collected that have already been paid. Invoices are being collected in the name or on behalf of other people. So you couldn't do this any worse. When we drew customer service attention to this to try to understand exactly what is happening with all of these invoices that we're receiving we were informed that on the 800 telephone line, they've got no idea what we're talking about. Since we're employees, well, we're actually more clients than employees or former employees, we referred to a 900 number that begins with 900. There is no person there. We then referred to ETSA, which is the outsourced company that will deal with these type of resources aspects. And since Atisa doesn't know anything about this, they return us back to the 800 number, you call again and then they hang up. That is an example of flagrant inefficiency distinguished directors. As an example, I'll give you my own case. I'm managing a complaint via e-mail with customer services. And I'm being instructions to return bills so that the bill can be fractionated or paid in different installments. But Endesa is not doing this because it's benevolent. It's because it's obliged to do so by legislation and also the CNMC regulations. Well, while managing this process via e-mail with customer services, I'm also receiving warnings that the electricity supply will be cut off and 8 bills, who understand can understand the situation. I don't understand what's going on. It's a true mess. Things worked much better when things were carried out by people, Endesa people, because Endesa's people know what they're doing. And I have the impression that all of these outsourcing services have not really turned out the way you would have liked. And just one more comment. In the promotional video that we've just seen, you could have saved, for example, that little bit of poor taste in showing the disruption of the chimney at the factory because those type of images from Andorra are extremely harmful and they hurt us. Thank you very much.

B. Francisco de Borja Acha Besga

executive
#24

[Interpreted] Well, at the end of the interventions from the shareholders, we would now like to show you some pictures Endesa and after this, the Board of Directors will respond to the interventions questions and comments. [Presentation]

Juan Sánchez-Calero Guilarte

executive
#25

[Interpreted] Okay to respond the different interventions by the shareholders. I will first respond to the intervention by Mr. Ricardo Serrano representing 260 shares. We are grateful for your words and particularly your willingness. And at the end, in order to find spaces for negotiation and consensus. As regards to your comments, the people in Endesa have the worst economic conditions in the sector. Our collective agreement offers the best clauses for maintaining the purchasing power of our employees. In business employees rights and benefits are fully in line with the rest of the sector according to the Institute of Statistics of Spain. They are, in fact, the highest in Spain, but Endesa is committed to increases in salaries based on merits in line with the system in the company. In 2022, as in previous years, the salary -- individual salary review process was carried out for all employees covering all professional categories. Those processes have the main aim of acknowledging the hard work, commitment and effort of the employees with the company and also different remuneration schemes, which will guarantee the minimum levels, which were established in the fifth collective bargaining agreement to Endesa. This policy also contributes to strengthen the position of the manager in recognizing the salaries of individuals. Endesa also benefits from the guarantee framework agreement, which provides the highest levels of guarantees and employment offering the most beneficial conditions. It's unique in the Spanish labor framework. As regards to the system of targets of our sales teams, you know that the formula for calculating over compliance or overperformance with targets is very generous and exceptionally acknowledges the results obtained by our sales personnel with adjustment measures in the event of overperformance. In any case, and as occurred in compliance with these targets in 2022, we have applied this adjustment and unilaterally, the company has improved this to ensure that it's never below 1 to ensure that absolutely everyone will benefit on a traditional scale and receive increases and the assessment and valuation system is provided to and known by all of the employees. In the case of people losing the sense of belonging to Endesa you indicated regarding the latest survey that was carried out in 2022 and well-being. Well-being stood at 95.2% and personal commitments, 83.6%, the best levels in the recent years. Furthermore, approximately 25% of our employees in the last 2 years have placed their trust in the company by becoming shareholders. And finally, as I mentioned at the beginning, you should not have any doubt the company is committed to, and we'll always be committed to collective bargaining as the best formula for adopting better labor conditions for our employees. To respond to the question by Jose Mario Cameron, who has 500 shares. We are grateful for his words and his congratulations for Endesa's employees. As regards to the changes in senior management at the parent company, I'd just like to mention that on the 27th of May and will hold its general shareholders' meeting at which the Italian Ministry of Industry & Trade will present a proposal which will be subject to approval by the shareholders. Although they ratify those changes at the meeting, we don't envisage any changes in the group's strategy with Endesa. Specifically, as regards to the replacement or substitution of our CEO, Mr. Bogas renewed was reelected for 4-year -- 4 more years, and he will continue in his post until 2026. As regards to your reference to related party operations, which we regularly carry out with Enel, those that are mentioned today and which was submitted for approval by the shareholders is always a company by a related party's report, which is made available to all of you within the documentation attached for the shareholders' meeting and the Audit and Compliance Committee concludes that the formulization of related parties agreements is just and reasonable from Endesa's perspective and also for the perspective for different shareholders on the side of the related party. As regards to the loss of capitalization, it's true that 2022 presents a very complex market context. And the main leading global markets has suffered double-digit losses. Our shares depreciated by 12.7%, which was partially offset by the EUR 1.3 in growth at the company distributed as a dividend charged against the profits for 2021, which provided shareholders with earnings per share, which was positive at 7.11%. Following this very difficult year, the main stock markets change trend in the year '23 began with gains driven by the price scenario in the energy markets and raw materials. Within this scenario, Endesa's shares have being traded at EUR 21 per share, which is the maximum level of the year, accumulating a revaluation of 13.4% over the year and in this way has offset the negative results that we recorded last year. Into this amount, we would have to add the profit per dividend, earnings per dividend, EUR 1.39 per share that we will pay on the 7th of June, if it is approved by the shareholders at the meeting, which provides earnings of 9% calculated over the price at year-end last year. As regards of potential purchases or repurchases of shares so far, there are no plans for this to be done in the repurchase and amortization plans of the company. As regards to the other interventions, I'd like to hand the floor to our CEO.

José Gálvez

executive
#26

Thank you, Mr. Chairman. First of all, for Mr. Pedron [indiscernible] representing 6,000 shares. First of all, thank you very much for your question regarding issues that you mentioned. With regards the debt that you referred to, we understand your concern, but I can confirm that the ratio, the debt ratio of Endesa's below the average for the sector at a healthy level of 2.1%. And in line with our estimates, the gross debt will drop to a range of 12.7-- from EUR 18.6 billion in 2022. Net debt will grow to around 11.6-- 12.1% according to the strategic Endesa plan, and this is due to the impact of the new energy taxes in Spain. With regarding invoicing problems, in 2022, we have certain problems. You are right. These problems have led to delaying in sending -- delays in the sending of bills to customers. In the year 2021 and 2022 have been characterized by a large number of regulatory changes. The regulatory changes have affected our invoicing. And they normally began the day after they were published. So we didn't have time to adapt our systems. On the other hand, in April of 2022, we saw the start of the change in invoicing for our customers in the digital improvement plan that you mentioned with the need to develop -- to adapt to the regulatory changes in the former system and the new system. The introduction of the new system and the migration of over 12 million contracts required a stabilization period for these processes and this affected the invoicing periods. In Endesa, we are looking to regulate this -- or regularize this situation and to correct in the areas in the system. With the idea of overcoming the consequences of fraud in electrical installations you mentioned, we have intensified our investment to strengthen the network, applying the latest technology in order to fight this. In our strategic plan, we announced an investment of EUR 2.6 billion. And this will be distributed between dedication, which represents 41% adaptation of the grid to the new needs of our customers, such as own consumption or distributed services, which is 34% and another 24% to represent -- or to work on resilience to deal with interruption times and leakages. If we talk about fraudulent practices and data together with the police forces, has detected over the last 3 years around 190,000 cases of electricity fraud. Just in 2022, 55,167 cases were concluded. This represents 150 per day or more with particular cases related to Marijuana plantations. These have been achieved through reports from the public, and this helped to increase them by 70% in 2020 to over 21,000 - 21,195. The connections, illegal connection related to Marijuana represented 28% of the fraud in the case is detected by Endesa last year. These figures show the scale of these illegal practices that put the safety of citizens at risk and lead to a deterioration of the quality of supply to citizens and makes it more expensive to all consumers. In Endesa, we are aware of the scale of this problem, and we repeat our willingness to collaborate with the administration, institutions and security forces in order to find solutions. Here with regards to the stability of Endesa. Right now, we don't see any threats to this. We are still leaders in the sector in Spain, and we contribute to society as one of the main tax contributors in the country. In Endesa, we will devote all of our efforts to ensure that this continues to be the case. In response to Ms. Natalia from Ethical Finances, representing 100 shares. Once again, thank you for your question. And with regards to what you say about the quality and safety or certainty of supply, we can say in Endesa that the distribution network is sufficiently of sufficient size in order to be able to meet the needs of all connected consumers. This includes maintenance work, and we repair any breakdowns complying with the legal obligations that are set out. The development of the electricity network is a fundamental pillar within the strategic approach of Endesa. And in parallel, the increase of renewable energies at a national level and a greater degree of electrification of demand, Endesa has over recent years, undertaken great remodeling of the distribution infrastructures in order to continue improving the quality and efficiency of our services by means of investment in smart networks and excellence in operations. We have already said that we have intensified investment in order to strengthen the network and strengthen our fight against broad in installations with the latest technologies in order to achieve this. In the presentation of our strategic plan, we announced an investment, as I said before, of EUR 270 million through to 2025, and this represents 24% for resilience and excellence in order to reduce losses and also interruption times in the network. On occasions, and thanks to the fact that part of the grid is subject to climate but also third-party actions. Sometimes, we see supply interruptions, which are hard to predict. We take action in a fast way in order to reestablish supply in line with our quality requirements. If we look at 2020, '22 the equivalent interruption time, can be regulated 10b for the markets for distribution, it was placed at 54.4 minutes. So the reliability of service has been 99.9% of all the hours over the year. If we talk about the areas you mentioned, I would just highlight that these problems are for different reasons. And in some cases, they arise due to criminal activities. And Endesa is making investments in order for contracted supply should be affected as little as possible. When the cause is related to crime, when a fuel blows due to excessive use of the grid, this needs to be replaced in order to reestablish supply. But to do this, to change this, we have to wait for the transformation at the center has to reduce its temperature. And in the meanwhile, the neighbors are affected, all of them are affected, not just the criminals, the recovery of the service in the case of fires and other courses is even more complex. If we talk about people who are dependent on their electricity supply, which the distributors and the retail companies are aware of these consumers are -- these companies are aware of these cases, and there are no palcuts applied in their cases during this situation. I would draw particular attention to the fact that in order to consider a customer as dependent on electricity. This is something that must be demonstrated by means of a medical certification affirming this. And all customers in this situation, well, we encourage them to do so. We encourage them to notify their supplying company of their situation. These customers are priority customers. And at no time can their electricity supply be cut off. In the case of scheduled power cuts due to failure to pay, interruptions in the grid, or breakdowns. But supply cannot be guaranteed 100% at any time because sometimes there are incidents and unexpected interruptions in electricity supply. So it's very important for an electrodependent customer to identify themselves with their company, and they have to have an alternative system for electricity subtly for their medical needs. With regards Mr. Vicente, representing 930 shares. And again, I say thank you for his contribution. I would say to him, as we've mentioned in previous AGMs, Endesa has not eliminated the aid to retired people and current employees. We could refer to the negotiations process that was carried out through the arbitration award incorporated within the collective agreement, the fifth CBA. We have commissioners Overaasen UGT, C Endesa and G. When representing the employees, they asked for the conditions to be maintained. And this meant that in March 2019, there was a sentence from the National Court regarding social benefits. This supportive decision of the company with the following argument. These passive employees ceased to have any rights or benefits once the collective agreement comes to an end because there is no prior contract with any such content with regards to the regulated benefits according to the CBA for active employees. This was a sentence. It was appealed. There was an appeal by the trade unions that I mentioned and the Supreme Court ratified the sentence of the ruling. With regards to what you mentioned with the bills and invoicing, we've already answered this, Endesa is working to correct the situation and to have a correct invoicing system. Due to the many regulatory changes for the clients and customers within the digitalization and improvements program. Lastly, in answer to Mr. Miguel Revera Mondon with 100 shares. Thank you for your questions. And in response to the issues that you mentioned, I think that the previous answers have covered these matters. The other speakers cover these matters. But in any case, if you have any further questions, please do not hesitate to contact us. Thank you very much. So after this intervention, we are now going to vote on the points in the agenda. So I give the floor to the Secretary.

B. Francisco de Borja Acha Besga

executive
#27

Thank you very much. In accordance with the regulations of the general meeting of the company, Article 26, both will be considered favorable to the proposals made by the Board. For those corresponding to all of the actions of shares in the meeting present physically or telematically were those representing, Deducting the votes corresponding to the shares whose hold us who have made known to the notary the votes against or blank votes and abstentions. Therefore, the minute shall record the votes against blank votes and sentencing from the remote votes received priorities meeting as well as the votes against or blank votes have tensions received from shareholders through the computer application of systems and also those who, if applicable, with formulation to the notary, if applicable, the shareholders and represents attending this meeting for each of the proposed resolutions. I proceed, therefore, finally, shares attending the meeting should be considered those appearing on the list of attendees deducted from those who shareholders have been absent from the meeting before the vote and have left a record of this with the notary. I proceed therefore, to was some riding the resolutions for this AGM approval. First of all, approval of the individual annual accounts of Endesa as well as the consolidated annual accounts of Endesa and subsidiaries for the year ended December 31, 2022. Secondly, approval of the individual management report of Endesa and the consolidated management report of Endesa and subsidiaries for the year ended December 31, 2022. Third point on the agenda, approval of the nonfinancial information sustainability report for the consolidated group for the year ended December 31, 2022. Fourth, approval of the social management corresponding to the year ended 31st December 2022. Third point is the approval of the allocation of the results for the fiscal year as formulated by the Board of Directors in the meeting held on February 22, 2023, corresponding to the fiscal year 2022, which amounted to EUR 697,199,582.31, and the consequential distribution of a dividend with -- which will be charged to sale results and the remains from previous years in the following terms. The basis for the distribution of the 2022. First of all, we have profit and loss. Profit of EUR 697,199,582.31 and the remainder, which is EUR 3,855,295.96 And this gives a total for the distribution base of EUR 4,552,494,978.27. According to this, we have the proposal of the following application for dividends, the maximum amount to distribute, which correspond would be EUR 1.5854 per share for all of the shares, which are 1,058,750,117 shares. And this gives an application to the dividend of EUR 1,678,545,606. To the remainder, it would be a deduction, which would give us EUR 2,873,949,371.98. And this gives us a total of EUR 4,552,494,978. So the dividend, EUR 1.85 per share will be charged to the result of the '22 and the remainder from previous years, and this will be paid on the 3rd of July 2023. And now we shall move on to the reelection of Juan Sanchez-Calero Guilarte as an Independent Director of the company. Seventh reelection of Mr. Ignacio Garralda Ruiz de Velasco as an Independent Director of the company. Similarly, we point the reelection of Mr. Francesco de Lacerda as an independent Director of the company; #9, election of Mr. Alberto de Paoli as Proprietary Director of the company. Tell point was the binding vote on the annual report on the remuneration of the directors for the fiscal year 2022. 11th approval of the strategic incentive 2023 to 2025, which includes payment in company shares. 12.1, the approval of the formalization of the following financial operations. We have 12.1. The formalization of the following financial operations for a total amount of up to EUR 3 billion, consisting of the formalization of a 3-year line of credit granted by Enel Finance International to Endesa for an amount of up to EUR 1.125 billion. And the formalization of a 5-year loan granted by Enel Finance International to Endesa for an amount of up to EUR 1.875 billion, which is over 3 billion, as mentioned. We have 12.2 approval of the contracting of corporate services provided the company to the Endesa Group for an amount up to EUR 2.06 billion. 12.3, the approval of the procurement by Enel Green Power Spain to Enel Green Power of technical resources associated with the engineering service for the development of wind and solar technology, renewable energy products for a maximum of EUR 19.86 billion. 12.5-- 12.4 million, the approval of the reinvoicing of expected costs between groups of the Endesa group and companies of the Enel Group for an approximate amount of EUR 2.63 million. We have an approval of a license contract for the use of user platforms and services associated thereto as a software service between Enel and Endesa X services for an investigated amount of EUR 27.7 million for the period from 1st of May 23 to 31 December 2025. And the 6 point within 12 about related operations is the approval of contracts with supply of electrical charging solutions and services between Endesa X Way and Endesa X services. Endesa Energia, Endesa Sofia Nuclear ASCO bends for a total amount of EUR 3.95 million. 12.7, the approval of the extension of the contract for logistics services provider by Endesa Gration to Enel Produzione in the ports of Carbonates and federal for a maximum estimated amount of EUR 3.5 million in the period of 1 year, 12.8, approval of purchase and sale of liquefied natural gas for a maximum amount of volume of 4.5 terawatt hours for the year -- by the year 2023 by Endesa Energia to Enel Global Trading for a maximum of EUR 302.7 million. And the approval of a contract for the provision of dielectric fluid analysis service in transformers by Endesa Geneva to Edison for an approximate amount of EUR 181,000 in the period of 1 year. And 12.10, approval of agreement a frame agreement between [indiscernible] effective until December 31, 2024, and extendable until December 31, 2025, giving continuity to the supply by grid parts in favor of Edison Giles of Low Voltage Manager, concentrators, Bird, 3.0 probes and various accessories of the remote management system for a maximum amount of EUR 13.7 million. And the last point, proposed for approval is #13 delegation to the Board of Directors for the implementation development of the resolutions adopted by the meeting as well as substitution the powers received from the meeting and granting a pass renovation to a public instrument and registration and recording of said resolutions. From the participation of voting information that we have in the panel, it is certified that each and every one of the items on the agenda has been approved by a broad majority. Once the votes against and abstentions have been counted as formed before the notary once they've been computed, the final results and the approval solutions will be published in full on the company's website within the legal period of 5 days, although we will, in fact, do this today. So therefore, each and every one of the resolutions submitted to this general meeting have been approved. The notary will draw up the minutes of the meeting. And all that's left for me to say is thank you once again, ladies and gentlemen, distinguished shareholders, thank you very much for your attendance. This session is concluded. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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