Endesa, S.A. ($ELE)

Good morning, ladies and gentlemen, dear shareholders. I would like to thank you all for your attendance, whether in person or online at this general shareholders meeting. On behalf of the Board of Directors, and, I would like to welcome you all to this event. I would also like to thank all the shareholders who have participated in this meeting through their vote or remote proxy. Remote voting and proxy mechanisms as well as remote participation, facilitate, encourage and enable active participation the GSM by all shareholders who wish to do so but are unable to attend in person. We must now verify compliance with the legal requirements for the valid convenience of this GSM. And I'll give the floor to the secretary, who, together with me, will exercise the powers of management provided for in the meeting regulations.

Thank you very much, Mr. Chairman. Good morning. Ladies and gentlemen, it is hereby stated for the record that in Madrid and Endesa's registered office, CasaberaVelora, 6:11 a.m. on April 21, 2026, the GSM of Endesa on first call as convened by resolution of the Board of Directors dated March 24, 2026. The notice of the meeting was published on March 26, 2026, in the commercial register on the company's website and on the website of the National Securities Market Commission. The text of the notice of meeting is available to both the shareholders present at this room and those participating remotely and it is therefore deemed to have been read for all purposes. The Board of Directors agreed to require the presence of a notary public to draw out the minutes of the GSM for this purpose, Mr. Franco Javier Cardiva de Rio, Notary Republic from Madrid is present with us and will be responsible for drafting the minutes of the meeting. Since the publication of the notice of the meeting, the proposed resolutions prepared by the Board of Directors regarding the agenda items and the corresponding report have been available to shareholders on the company's website on a continuous basis and also at the company's headquarters in Spain. Also today, the information is available in paper format or via USB drive for those who are physically present is the room, it is also available in PDF and we are linked to the website for those connected remotely. Therefore, the formation information is meant to have been read for all purposes. We wish to inform you that an independent expert is conducting a review of compliance with the procedures for convenient holding this meeting, which includes a review of the vote in a proxy process. Pending the conclusion of the final verification, the systems and procedures applied by Endesa are in accordance with current regulations regarding shareholders' meetings. Finally, it should be noted that a provider of certified electronic publication services has verified as of the data publication of the notice of the meeting and person to law, the posting of the documents on the website of Endesa. there an interruptive maintenance on the aforementioned website, their availability with the option to download and print them and all such documents have remained unaltered. Furthermore, the availability and operation of the line streaming service for this meeting are being verified. The following is a breakdown of the provisional quorum data. In attendance, either in person or by proxy, are 4,096 shareholders holders of 895,841,248 shares representing 85.994% of the subscribed share capital with voting rights from which it follows that a sufficient quorum is available for the valid convenience of this GSM and to address all items on the agenda. Once the counting of the votes is completed. And before the Q&A session, we shall read the figures of the final quorum. Mr. Chairman, you have the floor.

In view of the data read by the Secretary, this GSM is validly convened under this chairmanship and as assisted by the secretary with our subsequent preparation of the final list of attendees. The voting channel for shareholders attending this meeting remotely will have been available until the secretary finishes reading the proposed resolutions. The presiding Board is comprised of the members of the Board of Directors who are attending in person and those connected to this meeting via audio conference in accordance with Section 7 of Article 10-b-s of the General Meeting Regulations, the notary now has the floor.

Adequately ensure the quorum of the meeting. Dear shareholders, if there are any objections regarding the provisional data that we have just disclosed and the valuation of the meeting, please approach this table or do so by not using the online attendance application for proper recording. Mr. Chairman, having verifying all the relevant information, there are no objections to be informed.

Thank you very much, Mr. Notary Public. In accordance with the corporate law regulations of the general meeting, shareholders have been able to request any information and clarifications they deemed necessary regarding the matters included on the agenda of the meeting. The publicly available information provided by the company to the National Securities Market Commission since the last GSM and regarding the auditor's report, persona in accordance with Article and base of the GSM regulations, and person to the notice of the meeting, shareholders attending this GSM and remotely have had the opportunity to exercise this right in writing. We're applicable during the Q&A session, a summary reading will be given of the request, full information and questions. and till 10:30 today, as received via the remote attendance system all in accordance with the law on the notice of the meeting. We kindly ask the shareholders who are attending in person who wish to take the floor indicate so at this moment to the notary public, providing their identification details on the number of shares they own or represent. According to Article 18.1 of the general meeting regulations, shareholders who wish to have their full content of their remarks recorded in the minutes must expressly request so has made the written text of the said remarks to the notary prior to speaking for verification and subsequent inclusion in the region of record. Finally, shareholders are reminded that the time allocated for each statement would be 5 minutes according to the GSM regulations. We shall try to provide an answer during the GSM. Otherwise, we will provide a written response within 7 days, both on to law. And now I'll give the floor to the Chairman.

My dear shareholders, it is on our end, a pleasure on behalf of the Board of Directors of Endesa to welcome you. This is the first anniversary of the blackout on April 28, 2025. The Board has been regularly and constantly occupying itself with this event. And we've always considered our correct actions during the blackout, and that will be your best defense. In any case, we will continue to exert the same transparency we always used vis-a-vis our electricity system. You have available ample documentation beyond what is legally required. This documentation gives a thorough explanation of our last fiscal year. This year further supports the solidity of our strategy and our ability to create value. Therefore, I will just mention a few highlights of 2025 that as of the date of closing, continue to have impact on our business. As has been the case in the past, Endesa has undertaken its activity in 2025 in an international environment of uncertainty events after the closing of the fiscal year have only made things worse. On top of the uncertainty as of late, we need to add the war between Iran, the U.S. and Israel, which have enhanced political -- geopolitical tensions. Some of that tension is having its impact on energy markets and there are quite a few alerts regarding potential and deep economic changes. It is hard to establish what will be the full consequences and extent of this award because for a world that is thirsty for energy as the international agency for energy normally mentions this type of events requires attention. It's been only a few weeks since the EU presented a set of measures to face this new crisis which for the second time in just 5 years makes very apparent how EU depends on fossil fuels through pipelines, accelerate EU undertake measures in proportion to the challenge will be presenting the fourth plan for electrification. It has impact on broad economic areas, and it will engage both companies and citizens. These are the main goals of the plan and Endesa is prepared to participate in it and achieve it. In this challenging environment, the value and significance of a company is measured by its ability to face uncertainty and drive for the progress in the communities where it operates. The results achieved in 2025 once again show our role as a factor of stability and development once again, last year in this fulfilled its part. Once again, we need to look forward and that is gathered in our '26 to '28 strategic plan that our CEO will report about thereafter. This plan requires high investments and commitment to the energy transition, such as the renewable energies and the distribution networks on which the European plants concentrate. We've also approved the 2026-28 sustainability plan, which complements the strategic plan and further boost this transition. With this plan, we integrate sustainability in the development of our business and investment decisions. We maintain our goal of net 0 by 2040 and our goal of supporting electrification, which further supports the decarbonization process. The results we will be presenting confirm once again that Endesa has matched the sustainability of its model with profitability, our commitment to create value for shareholders has been confirmed by the very good evolution of the share price. On top of that, the remuneration we provide through a EUR 1.57 per share for year 2025 proposed further reinforces this. In Point #6, we propose amortizing shares through the third and fourth tranche of the share buyback program approved by the BOD in March 26, 2025. You have a specific report that further justifies the proposal to reduce the number of shares. This share buyback program responds to the goal of guaranteeing for shareholders greater and more diverse profitability. Endesa maintains our governance -- its governance system in place. And once again, we have proceeded with the evaluation process, which has translated into positive results and that corresponds to the contribution of all Board members. And once again, I would like to thank them for their contribution. We have modified the policy -- the management policy on nature and biodiversity to adapt the European directive on corporate sustainability reports. And our goal is to reinforce Endesa's position among the main sustainability indices. The evolution of the regulatory framework plus monitoring best practices in the field have informed the update of our policy and human rights. The Board is particularly paying attention to cybersecurity team and manages cybersecurity risk through its policy. We've more defined the audit and compliance committee, which is now -- which now has oversight over cybersecurity. And as you know, it is my duty to report to this GSM to what extent we comply with the recommendations in the code of governance for publicly listed company. We comply with 96.87% of the recommendations in it. We do not meet recommendation #48, which requires a compliance committee and the remuneration committee that are separate. The reason is very well known by you, and we maintain that this is the best option. The existence of 1 committee guarantees the coordination and -- between these two fields and talent retention and goal achievement. Additionally, I should say that we partially meet recommendation #64 regarding the payments due to exits or termination of contracts and we comply with it with the contracts that have been signed following the approval of this recommendation. We have several proposals for agreement to the appointment of two directors and the renewal of the mandate of 1 director. Tomorrow, the mandate of Mrs. Francesca Gostinelli Proprietary Director; and Mrs. Cristina de Parias Halcón, an Independent Director are coming to an end. And I would like to hereby thank them for their performance and the contribution, and I wish them the very best in their professional careers. To replace them, we propose under Items 8 and 9, the appointment of Mrs. Angela Eliseo as Proprietary Director; and Mrs. Ana Muñoz Merino as Independent Director. With these 2 proposals, we have analyzed in-depth the makeup of the Board and its committees and the competencies and demands of all the members. And all of this in connection with the needs of the company in compliance with corporate committees and the selection of candidates for the Board. We propose to the Board to the reelection of Mr. Jose Bogas Galvez for 2 years. Mr. Bogas has been the CEO of Endesa. Upon the end of his mandate, the Board considers it is appropriate for him to join as a nonexecutive Director and he's going to become an external director. Thanks to that, we ensure an orderly succession of the CEO position, and we can still benefit from the deep knowledge of the group and the industry that Mr. Jose Bogas has. You can very well imagine, and I cannot extend myself in this recognition to his career and the great performance that he has paid Endesa. But in this very solid event, I would like to say on behalf of Endesa, I thank you very much, Jose and I invite you to give him a big hand. After the GSM, the Board of administrators will complete the process to appoint the new CEO. If the proposals for appointment and reelection are approved, we will have a 58 percentage of independent directors, 34% of proprietary and 7.1 of external directors, all of that in recommendation with the -- all of that in alignment with the code of governance. And the female ratio will be appropriate and the succession ratios as well. I want to wrap up by mentioning the progress of our company last year. We have confirmed in this that provides stability. And this is due to several reasons that I must mention. First, this is all thanks to the Enel Group. And I would like to mention the great performance of our staff. And once again, I would like to highlight my recognition to all our employees and all those who have supported us during these years of deep changes. Shareholders through 2025, and this has responded well to your trust. And I ask you to continue to trust us, which is indispensable for this company and we can very well ask that given the results we have achieved. Thank you.

I now give the floor to the CEO.

Good morning, ladies and gentlemen, dear shareholders, Mr. Chairman, Mr. CEO of Enel and Deputy Chairman of Endesa, members of the Board of Directors, ordinary Chairman of Endesa, Rodolfo Martin Viamanuel, members of the Endesa team and dear friends. Thank you very much for attending our company's GSM. I'm highly honored to address all at this annual meeting. This occasion holds a special meaning for me because it's a very last time that I will address you as CEO of Endesa, after 12 years in this role, the last time I addressed this floor. This year represent just a fraction of the 44 years I have dedicated myself to the company during which I assure you that I have woken up every day, feeling proud to work for and lead 1 of the countries leading electric utilities. And throughout my career, I have had the opportunity to witness many of the major transformations in the energy sector, milestones such as implementation of this stable legal framework in 1988, liberalization of the electricity market driven by the electricity sector back in 1997 and the initial development in renewable energy in the early 2000s. However, the most profound changes have occurred over the past 12 years. During this time, we have aligned ourselves with International Climate Change Conference held in December 2015 in Paris. We have spearheaded the energy transition contributing to the development of a new model based on decarbonization, the electrification of demand and the digitalization of the system. From the very onset my commitment was to drive Endesa's evolution from within to move beyond coal and establish ourselves as a leading electricity company in Spain and Portugal. It has not been an easy path, but the results are clear. Today, we are 1 of the leading companies in the energy transition, and we are moving with determination towards 0 emissions future, supported by the development of renewable energy. But before I turn to the future, let me analyze the current context and review the results for fiscal 2025. The international situation has placed the energy market at the very center of the current debate. Once again, we find ourselves facing a scenario marked by geopolitical uncertainty, in which various conflicts have a direct impact on prices and the stability of supply. The war in Iran is creating tensions in the oil and gas market. And although Endesa does not depend directly on this country for its energy supply, it is part of an interconnected global market where any disruption in the availability of transport routes of raw materials ultimately affects prices. Instability in the Strait of Hormuz, a key checkpoint through which a significant portion of global hydrocarbon trade passes, is putting pressure on the European market, which is reflected, among other things, in gas prices in Spain. In Europe, the electricity pricing system is based on marginal prices, which is the most efficient method for allocating available resources to guarantee supply at all times. It is necessary to rely on backup technologies such as combined cycle plants, which use natural gas during certain hours. So when the price of gas rises in international markets, that cost is passed on to a greater or lesser extent to the price of electricity. It is worth noting that this is not the first time we have faced a similar situation with going back to the oil crisis of the last century. In 2022 with the war in Ukraine, we experienced an extraordinary increase in wholesale prices as a result of reduced gas supply. At the time, the European market dependent on Russia and exceptional measures were adopted to stabilize the system. Now the situation for the Spanish electricity market is not the same now as it was at that time. Spain has an undeniable strategic advantage. It's growing renewable capacity coupled with the reliability of its nuclear fleet. The impact on electricity prices in Spain unlike in other countries, has been limited. According to the Energy Think Tank, Amber, so far in 2026, gas has influenced electricity prices in Spain in only 15% of the hours. In recent years, we have made more progress in the energy transition than anyone else. Our renewable energy is now the most reliable tool for reducing our exposure to the volatility of international markets. Electricity is neither the source of this crisis nor an additional risk factor. On the contrary, it is the primary driver of energy independence and the only structural solution to reduce the volatility linked to imported fossil fuels. It is no coincidence that even amid international tensions, electricity prices in Spain remain amongst the lowest in the European Union. This model is already bearing fruit, significantly reducing exposure to imported gas and providing greater stability for households and industry. Every megawatt hour produced within our borders is another step towards strategic autonomy and economic competitiveness. And this autonomy and diversification of our energy mix strengthens the system's resilience in the face of unforeseen situations. And there is certainly no shortage of sale situations. This winter, we experienced a series of extreme weather events that put our infrastructure to the test. A significant portion of the more than 325,000 kilometers of grid we manage has been affected by floods, strong winds, storms and snowfall. In light of this situation, I would like to highlight our team's commitment and responsiveness, thanks to the professionalism of our employees and an increasingly digitized grid, we have been able to anticipate challenges and act swiftly ensuring uninterrupted service at all times. And when discussing adverse events in our sector in 2025, we must mention the power blackout that occurred on the Iberian Peninsula exactly 1 year ago today, on April 28, 2025, 1 day before our previous GSM. The Spanish power grid experienced a serious voltage control failure. Much has been said since then about this blackout. It was an incident whose cost must be attributed to structural efficiencies and shortcomings in planning, forecasting on the system, operators' response to the high voltage fluctuations in the power grid. In this situation of high voltage flotations, various interrelated technical factors converged. Among them was insufficient scheduling of synchronous generation to ensure system stability in certain areas, particularly in the Southwestern part of the Peninsula where they coupled synchronous power, proved clearly insufficient to absorb and stabilize the voltage fluctuations that were taking place. Renewable generation, which accounted for the largest share of the energy mix but they could not actively participate in voltage control because the exist in operational framework, which falls under the jurisdiction of the CNMC and which has been repeatedly criticized by Red Electrica, had not yet provided for its full integration into dynamic voltage control services. We should also add the pecularity of the Spanish system with the request of the system operator operates at higher voltage levels compared to the rest of Europe, thereby increasing the systems vulnerability in the face of any anomaly. On the morning of that day, wide range in voltage fluctuations were recorded, repeatedly exceeding the 420 kV threshold, which is considered normal in the rest of Europe. Our teams relayed the situation from the control centers to the system operator and rapid fluctuations in wind and solar production ultimately disrupted the systems balance triggering cascading outages. Their report by the panel of experts from the European network of operators published last month points in that same direction. Its conclusions confirmed that the blackout was a result of a combination of deficiencies in voltage and reactive power control, which triggered oscillations rapid reductions in production and generation disconnections. In the last weeks, the CNMC has initiated function proceedings subject to statements of defense against most of the entities involved in the electricity system, and these proceedings analyze and when appropriate will penalize operational incidents at generation plants recorded in the 2 years prior to the date of the blackout, albeit they do not evaluate the operations of those facilities on the day, the incident occurred. This is, therefore, an exercise that may be necessary from a regulatory standpoint, but which does not help clarify the causes or determine accountability for what happened that day. I can, therefore, confirm that on that day, all of our power plants operated correctly as planned. Having said that, it is important to convey a message of reassurance. It is unlikely that an incident of this nature would occur again. Since then, the system has been operating with a greater share of synchronous knowledges, which enhances the stability and security of the supply. Now the voltage control will remain a challenge in a system with growing penetration of renewable energy. Therefore, and in line with experts recommendations, we consider it essential that all technologies can contribute actively to system stability, including renewables. Our facilities are prepared for this. Likewise, it will be necessary to reinforce the grid at critical points through solutions such as synchronous compensators as other countries in our region have already done. But above all, we must move forward with clear cut rules, institutional coordination and ongoing dialogue between the regulator, the system operator, government agencies and companies. At Endesa, we have always maintained that collaboration is the best tool for ensuring a secure, robust and future-ready electricity system. Having said that, let me now return to the subject of Nuclear Energy. We must be pragmatic and ask ourselves, beyond the technical limitations and difficulties of shutting them down according to the current schedule, whether we can do without nuclear energy in the current scenario. It is the really an alternative today capable of replacing it without compromising the system and without consequences. As I have pointed out on other occasions, we are not proposing to keep nuclear power plants running indefinitely. We are proposing to align the phase-out schedule with the actual pace of the energy transition, allowing time for the necessary infrastructure to be developed and a fully sustainable model to take hold. Postponing certain closures would allow for precisely that, an orderly transition, renewable energy, nuclear energy are not mutually exclusive but rather complementary. Both must coexist if we are to ensure a balanced transition without jeopardizing the security of supply and the stability of the grid. Nuclear power plants play a strategic role in several spheres. First, they contribute to the technical stability of the grid by providing inertia and facilitating voltage control. Second, they provide constant generation 24 hours a day which helps moderate price volatility. A complete shutdown of the nuclear fleet would lead to an increase in the price of electricity of around EUR 13 per megawatt hour, 20% rise from current levels as estimated by several recent studies. And we should also add the impact this could have on climate goals. Nuclear energy does not emit CO2 and its contribution in this respect has been decisive. Without nuclear power, the system, we have to rely more heavily on combined cycle plants increasing gas consumption, raise in generation costs, boosting CO2 emissions into the atmosphere and increasing our dependence on international markets. Furthermore, the global and European trend is clear. Far from being phased out, nuclear energy is being reinforced or reclaimed as a key pillar of electricity systems. Neighboring countries are extending the operational life of their plants and promoting new projects. In this scenario, an early shutdown in Spain would represent a clear divergence from international trends, depriving the system of a technology that contributes decisively true security of supply, competitiveness and decarbonization targets. We are therefore facing an issue that demands, reflection and dialogue. We are talking about strategic assets that are key to our economy and our energy independence. And this in short is the context in which we have operated over the past year. This, if anything makes our results even more impressive. In fiscal year 2025, we comfortably exceeded the targets we had set both in terms of gross profit, which reached EUR 5.756 billion, more than the previous year and in net ordinary profit, which grew by 18% compared to the prior year, reaching EUR 2.351 billion. This performance allows us to propose a dividend to be distributed to you, the shareholders, that is 22% higher than expected, rising from EUR 1.3 to EUR 1.58 per share. Taking a broader view, the results are even more remarkable. Since 2014, when I took over as CEO of Endesa and the last public offering of shares took place at EUR 13.50, total returns stand at 361%, therefore, twofold in the average return of the EBEX 35 as a whole over the past 12 years. The Endesa has managed to nearly double gross profit rising from EUR 3.09 billion in 2014 to EUR 5.756 billion. Similarly, net ordinary profit has risen from EUR 943 million in 2014 to EUR 2.351 billion, a 2.5 fold increase. Efficiency has been and will remain another central pillar of our strategy. Fixed costs in 2025 amounted to EUR 2.169 billion, EUR 279 million lower than the EUR 2.448 billion posted in 2014. That is to say 11% less despite the expansion of the business scope and inflation. Finally, this year, price has risen from EUR 13.5 at the time of the last initial public offering to over EUR 38 today. The strong results posted in 2025 were due to the solid performance across business segments. Another key pillar has been the efficient use of capital to strengthen our asset base. Throughout 2025, we completed 4 major transactions. On the one hand, we acquired hydroelectric and wind power assets totaling more than 700 megawatts. And on the other, we sold our stake in our PV assets. We also finalized the acquisition of the Mass Orange Group's electricity and gas retail business with 370,000 electricity customers and 53,000 gas customers, which became operational in February 2026. As a result of all this, and this generated free cash flow amounting to EUR 4.51 billion, nearly EUR 500 million more than 2024, which enabled us to cover the high percentage of our investments, dividend payments and the first phase of the share buyback program while maintaining a leverage ratio of just 1.8x. Over the course of the year, we invested EUR 3.155 billion, up 55% compared to fiscal year 2024, of which 77% was allocated to create renewable energy, the cornerstones of the energy transition. These results reinforce our ability to continue growing from a position of leadership and allow us to approach the future with ambition to capitalize on all opportunities arising from the necessary electrification of the economy. We have, therefore, updated our strategic plan for the next 3 years with a total investment of EUR 10.6 billion. This accounts for a 10% increase over the previous plan and marks the company's largest investment commitment since 2014. Of the total plan, approximately 80% will be allotted to the 2 main pillars of the energy transition, distribution networks and renewable energy, respectively. A special attention will be given to strengthening the distribution grid because as I have already pointed out, it's not enough to generate clean energy unless we have the necessary infrastructure to carry energy and make it available to consumers. Therefore, strengthening the grid is critical to ensuring sustainable growth. We shall allocate EUR 5.5 billion to this area accounting for a 38% increase over the previous plan. Nonetheless, this investment is contingent on the evolution of the regulatory framework, and in particular, on the approval of the royal decree that will allow us to exceed current investment limits and ensure a recognition of the investments made. Currently, grid capacity is one of the main hurdles to economic growth, the electrification of industry and the achievement of decarbonization targets, highlighting the need to increase current regulatory investment limits. The situation is restraining industrial development and holding back projects that will strengthen Spain's position as an energy leader in Europe. We must recognize that we are in a context of increasing electrification of the economy, to promote energy autonomy and decarbonization. Furthermore, the development of new technologies such as cloud, data storage, AI and digital services is driving additional demand for energy and create connection capacity. With regards to renewable generation, we plan to invest EUR 3 billion based on selective criteria with a particular focus on wind power and energy storage. By 2028, we aim to add 1,900 megawatts of new capacity, of which 1,500 megawatts will come from wind projects and battery systems. Likewise, we have a pipeline of approximately 3,000 megawatts of hybrid renewable projects in the Iberian Peninsula aimed at securing long-term supply contracts, particularly with large consumers, such as data centers. Finally, -- and with customers at the very heart of our business, we shall allocate more than EUR 900 million to the sales division with the aim of strengthening in-person customer service, fostering partnerships to offer cross-selling opportunities and achieving efficiencies to adapt to an increasingly competitive landscape. We expect to reach 6.7 million customers in the open market by the end of 2028. We hope that our commitment to in-person service combined with the recent approval of regulations restricted spam calls and telephone sales will reduce fraud in this area. In short we approach the coming years with responsibility and ambition fully committed to the energy transition through 4 key pillars to be developed over the next 3 years, namely growth based on highly predictable risk activities, efficiency as a cornerstone of the strategy, financial flexibility that provides sound options for growth and value creation. And all of this converges towards a single care objective to deliver solid and attractive earnings growth for our shareholders. We are navigating complex times from an energy standpoint, while the present of the electricity sector is uncertain the future is certainly promising. The next 3 years are shaping up to be a decisive moment for the electricity sector in Spain. Our country has clean, cheap and abundant energy, which puts us in a privileged position to attract new demand and strengthen our industrial fabric. The deployment of renewable energy and nuclear power allows us to offer highly competitive prices. And this advantage, if well managed, can become a key differentiator in turning this opportunity in reality. That said, the path forward will depend largely on the decisions that are made. It will be essential to develop a regulatory framework that encourages and supports long-term investment. Electricity can and must be the driving force behind industrial growth and Endesa and the Enel Group, we shall continue working to lead this process, contributing to the development of a more efficient and sustainable energy model. Before concluding, I would like to extend my gratitude to all Endesa employees, the commitment and dedication of our team are this company's greatest asset. Without a doubt the best part of my 44 years at Endesa has been them in every stage of my time with this company. I can say without a doubt that Endesa's workforce is this company's greatest asset. I would also like to thank our shareholders for the trust they have placed in me over the past years. It has been a true honor to have their support. And of course, I would like to thank the people who have been key mentors in my career over the years. There are many such mentors, and I have learned something from each and every 1 of them, but allow me to mention Paolo Martin Villa, Manuel Piero and Rafael Miranda. I would also like to thank the following for their support, Juan Sanchez Calero, Chairman of Endesa; Flavio Cattaneo, CEO of Enel and Deputy Chairman of Endesa and each and every member of the Board of Directors. I would also like to take this opportunity to thank the Board members who are leaving our Board, Francesca, Gostineli and Cristina de Parias for their support and dedication. I would like to welcome our new Board members, Angela Eliseo and Ana Muñoz Merino. My final remarks are to wish the new CEO of Endesa every success. I am convinced that he will know how to guide the company towards new goals and reach even greater heights. I will continue to support this company, which I consider my home as a member on the Board of Directors. I will conclude here. Thank you very much to everyone.

We thank the Chief Executive Officer for his remarks, and the floor is now open to the Secretary.

The final list of attendees has been prepared electronically in accordance with the terms set forth in Article 98 of the commercial registry regulations. This list duly certified will be attached as an appendix to the minutes. The final quorum is as follows: Shareholders being present by the law, 708 holding 746,290,437 shares, accounting for 71.639% of the share capital. Shareholders legally represented 3,442 holding 149,593,724 shares accounting for 14.6% of the share capital. In attendance are a total of 4,150 shareholders and 895,884,161 shares representing 85.998% of the share capital with voting rights, which means that a sufficient quorum is present for the valid convening of the general meeting and to discuss all items on the agenda. And this holds treasury stock amounting to 12,555,123 shares, representing 1.205% of the share capital. The Treasury stock has been included for the purpose of calculating the voting thresholds required for the constitution of the meeting, and the adoption of resolutions, although in accordance with the provisions of the law, exercise of voting rights corresponding to such shares is suspended. In view of the final data provided by the Secretary. It is confirmed that the requirements necessary for the valid constitution of the General Shareholders' Meeting in a single call have been met and that the meeting may decide on all items of the agenda. The notary now has the floor.

Shareholders, if there are any objections or protests regarding the final details presented and the valid constitution of the meeting, please approach this desk or do so using the telematic attendance applications for its proper record. Mr. Chairman, having verified today information, there are no objections.

Thank you. The floor is now open for shareholders to speak. Likewise, the Secretary will convey the request for information or comments from shareholders received electronically.

Thank you, Mr. Chairman, in accordance with the rules of the General Shareholders' Meeting. Please note that the time allotted to shareholders for each statement shall be 5 minutes. Furthermore, please note that in accordance with applicable regulations, the statements must pertain to matters included on the agenda, information provided by the company to the CNMV since the last GSM or the auditors report. Once the shareholder's speaking time, any requests [indiscernible] information, this meeting will be answered within 7 days following the conclusion of this general shareholders' meeting in accordance with applicable regulation. I will now read the comment from Mr. Pedro Gonzales holding 6,000 shares. Good morning, ladies and gentlemen, shareholders. As a shareholder of the company, I would first like to thank the work undertaken by our CEO, Mr. Bogas, for 42 years, with since '84 to 2026, 1st as General Manager; and as of late CEO. He has a technical profile, and he knows very well what creating and distribution each kilowatt is necessary, which is very important in this industry because quite often, companies are managed by economies who seek quick profitability without thinking about the processes and the future of the company. After the takeover bid in 2009 to the company, our share price is 4 years away from that share price, which was undesirable for this humble shareholder and still kept 4% of the shares. Values go first. This company is part of my family and getting to a EUR 36 share price is fantastic. I see the accomplishments of the management after following all the taxes and events that the industry has gone through. As a shareholder, I am concerned with our EUR 1.1 billion financial debt. Year-over-year, it's growing and curbing our growth. The strategic plan '26 to '28 includes an investment of EUR 10.6 billion, which is very much necessary to achieve progress and stability and to be competitive. We must be efficient across all areas. Being efficient, is not equivalent to removing the staff, but rather becoming more productive. EUR 5.2 billion is very necessary in the networks because the grid is saturated by the demand. It is necessary to maintain the quality of service to clients and avoid the events in Sevilla, for example, and have greater control over illegal use of the grid. The EUR 3 billion is necessary for the storage of energy and to have hydraulic energy being used more flexibly for stability. The EUR 1.9 billion in commercialization will support a guarantee of service in terms of quality and price to new clients. And regarding the blackout in 2025, I think this company has reacted well. The management and the stability of the companies is the responsibility of electric and they need to establish what they need to meet the demand every day. But somebody wanted the full demand to be met with renewables exclusively. And that is complicated as of today, particularly if there is no quick response we serve as batteries. While we don't get that or you need a backup of equipment that can absorb the tension that, the synchronous engines and avoid the fluctuations and oscillations of the network. This is the case after the blackout without a backup. Technology such as combined cycle, which is not necessary for the demand, it is necessary to maintain the stability of the network which is something that was not in place a year ago, and that's why everything went down. What happened with the report of bared Electrica regarding the generators of the thermal networks that were going to work synchronously. Have they all been sent to scrap? Finally, I wish this strategic plan will make us more efficient, and we can consolidate our position in the energy industry of this country. Thank you very much. And 1 read this comment by Mr. Pedro Gonzalez Fuertes, Mr. Miglani Pastor Peri holding 305 shares would like to take the floor. Please go ahead.

Good morning. My name is Miguel Angel Pastor. Some of you may know me because I already took the floor last year at this GSM. I claimed for a few things, but I don't want to go back to my remarks from last year. I would like to read this proposal for agreement. It is about customer care. If you're not familiar, since 2018, I have been making claims in many ways and through many channels. Last year, following the GSM, I received support, and I was finally listened to after 8 years. I am thankful to the GSM and Maria Gonzales in particular, who's the person in customer care, who has been tending to my claims. In any case, once again, I need to go back to this proposal for agreement. In one of my many claims, I made a claim through the regional Government of Andalusia. Last year, I read it. Mr. Pastor Bono against Endesa distribution Digital Networks Limited Corporation. Regarding the request for the distributing company to bill based on the actual reads of the meters and having the physical means necessary to do so, meaning since 2018, Endesa has been billing with estimated meters and they were absolutely disproportionate and meaningless. And in 2021 and '22, I claimed about this, and it was quite absurd. In one of the contracts, I have a water pump that only works in the summer to water are the olive trees and in the winter doesn't make sense, so it works 6 months a year. So for the 6 months of the year where there is no consumption whatsoever. For 8 years, I have been charged 13,000 kilowatts per month, systematically for 8 years, every single month, including the months where there is no consumption at all for 8 years. Thanks to my intervention in the GSM last year, and also thanks to the readings of the meter that I've been sending to Maria, who's come personally. You've been able to verify what I've been claiming for 8 years and which is what makes sense. Now this year, finally, the bills have gone down, except for the adjustment, which continue to be out of proportion. It's 1,000%, 5,000%. It really doesn't make any sense at all. At a time when there is no consumption or consumption number 4, I'm charged EUR 104 for the adjustments. That is not proportionate and it still needs to be adopted. But the truth is that in this last year, the readings match the readings of the meter. And for years, I've been sending the videos and the pictures and that I have never been listened to. Well, finally, it seems I'm being heard. Yesterday and this morning, I was talking to Maria and is and please, what I want is for the bills to be rectified since 2021. Last year, I brought some data and graphs that show all the bills since 2021. The month-by-month consumption in the first invoice and the real consumption. There are three ways to cancellate them, and I make -- my mistakes oscillate to 6%, and this is 150%. I would like Endesa to commit to this. Just like last year, they have, I would like them to please issue the bill again from -- from 2021 to date, and I have finally being billed right this year, and the cause has been found. I have really studied this, and I've gone into a lot of detail. I'm an engineer. I've worked on this my whole life, and I can give you a lot of details about why the invoices were wrong. I've actually figured out the algorithm used for the wrong balls that was used systematically that had nothing to do. So next week, I am meeting a specialist from Endesa to discuss this. And I would be happy to explain to you how the bills have been calculated. I figured that was the algorithm because you would see 13,500 kilowatts always. It's just impossible to hit the same number, not without oscillations. Well, it's just wrong, very wrong, even for the 6 months where there is no consumption. So the same way this last year has been reissued, I would ask you to please reissue the bills since 2021. I have data going back to 2018, but I ask you to please reissue the invoices since 2021 and do it right. I've talked to many people within Endesa. I'm sorry, but I really need you to come to an end. So the Endesa staff would tell me, please, send this question because this really creates a lot of problems with clients. So if I can get to the right bills calculated, your staff won't have as many problems.

Thank you very much, Mr. Miguel Lance. There is another intervention by Mr. Rickard, representing 270 shares. Mr. Rickard, you have the floor.

Good morning. My name is [indiscernible], and I'm the General Manager of the trade union in Endesa, and to all the Board of Directors, shareholders and employees of Endesa. Over the last 6 weeks, Comisiovreras has been traveling through all the indices. And we wanted to know firsthand what -- how the staff feels about the company. We've visited more than 150 work centers. We do not come up with things. We detect and manage problems on the ground, and we try to solve them through collective agreements. And I'm not bearing good news. In the staff, there is general unease and the reasons in a nutshell are these. Across all each ranges, they mentioned there is lack of professional development opportunities. This means they're not motivated among the youngest group. This lack of motivation is compounded by worse remuneration. And plus, they are not given access to training events that would help them forward their careers. There's also deficiencies in how vacancies are managed. Lack of transparency, there is no employee within Endesa who has not suffered this. And this problem has been ongoing for a decade. Something happens -- something similar happens in connection with meritocracy, but that's a whole new matter. Meritocracy is used to patch the inequality of salaries. This is not even decided by the line manager, but by the organization. So anything but a system that is meritocratic. If the problem were not as severe, one might joke about this. The staff is constantly asking for horizontal promotion systems that are objective and really value the experience. So result, the work environment is bad at Endesa. The headcount says their workload is increasing and they don't want to go back to remote work. There is a lot of stress because of the schedule registration tool and the harsher disciplinary code. Those are the instruments of threats, and these threats create fear. What we have detected as a whole is that they do not deserve the treatment. Hyperconnectivity, 24/7 is also an issue. The headcount is expected to be always connected. And that really clashes with the work-life balance. For example, the breakfast pass is not included in the effective work computation. This makes for longer work base. And in terms of productivity, this is not useful. Some workers feel that they are tied to the leg of the table and the disciplinary Board is briefing on them. Truth is that the company doesn't want to acknowledge this in their comments, but with their practices, most of the headcount feels under threat. They also mentioned there is chaos given the constant reorganizations in the commercial department in distribution and generation. They ask to take into account not only climate events, but also the area where the work center is and the area where the worker lives. This is not done at present, and there might be risk during the commute. In conventional and hydraulic centers, they mentioned that there is an acute lack of staff and resources, which leads to greater rotation. And in the smaller and more remote areas of Endesa, they feel that Endesa is being directed or led from Madrid, and they're not taking into account. From a financial perspective, it seems the Italian Holding only wants short-term results, not a long-term strategy. The truth is that both employees and clients seem no one is interested to see what happens in this company, and they drop every year. And I would like to see where in this will be in 5 to 10 years, and we demand an answer to this question. Plus let's not forget our contractors, which are the weakest link. There's an excess of contractors working in precarious conditions. Corporate social responsibility cannot just be a slogan, it really -- we really need to walk the path. And I will finish by saying that we know in Endesa for many decades, and it used to lead this industry in Spain and Latin America. The remuneration to shareholders is increasing by 20%, but the headcount is not -- doesn't have their salary linked to inflation. The official results of the company are shared today. This is everybody's success. The employees' as well. However, we cannot celebrate the poor impact this has on its employees. The company is facing changes in the Steerco, we really hope they will they will bear fruit. Comes the first 2 engineering in Spain supports consensus and collective agreement. If the SteerCo let's go off the aggressive policy of the last 6 years and makes progress with our demands, we will collaborate. A company such as Endesa is built on trust, not fear, Trust recognizes the work of the headcount fear doesn't. Thank you very much.

Following the comments, as we prepare them -- as we prepare the answers, we invite you to see some images from Endesa. [Presentation]

We will proceed to address the remarks by the shareholders. First, regarding the remarks made by [indiscernible] is holding 6,000 shares. Thank you very much, Mr. Pedro for your remarks. Thank you very much kind words. We heard into different -- the reference to the debt of Endesa. I understand your concern, but I can confirm that the leverage ratio is below the average in the industry. It's a very healthy 1.8%. The debt towards the end of our plan is very comfortable, very consistent with the solid financial structure and compatible with the credit rating we hold. On top of that, a higher leverage ratio in 2028 is necessary to make the investments of the plan, which will boost up our revenues and eventually enhance the remuneration to shareholders. Regarding the blackout of the year ago, we have already mentioned this in our remarks. The study that you make reference to in your comments is by Electrica. At Endesa, we've always supported any improvement to the system. In short, thank you very much for your remarks, and we hope you will continue to support us for the longest time. Regarding the remarks by [indiscernible] is a personal matter and individual matter as a client. Regarding your individual invoices that have no direct linkage to the agenda of this GSM. However, the company is very much aware of your position and the current services are being directly managed. We want to provide the right solution to the useful customer core channels. And in order to preserve the workings of the agenda, we will have to address this matter outside of the GSM. Thank you very much for understanding. Third and finally, in response to Mr. Rickard Serrano Roche, representing 270 shares. I would like to start by thanking you for your comments. Of course, October 2024, the sixth agreement was signed. It's very modern and has placed people at the core to guarantee employment and guarantee that salaries grow above inflation through 2025, and salaries have also improved to by the -- by universalizing the pay to employees. We do support meritocracy and we have several measures for objective appointments. We cannot go back to old systems where development is based on seniority rather than merit. And commitments regarding training and development. For in 2025 and '26, the company has launched a new development model that is structured and meritocratic called the talent strategy. It's based on merit and through performance management. We identify people who through their contributions, engagement and approach are quite noteworthy. I would highlight the model of high performance for whom we have a structured career development setup from a technical management point of view. The main levers of this model are the training, the development, mobility and professional experience and there are specific initiatives for our youngest employees. We have a robust, high-quality model for talent development. In 2025, more than 55 hours of training by employee were given. And the recognition of very positive. And then there was also an upskilling program accounting for 26% of the training hours given and it includes a specific training on AI. And finally, there are specific initiatives to train and develop the youngest employees, the junior experts, swapping share and next-gen talent, for example, they promote the mobility of our young employees and the recognition programs such as Energy Go and Talent Scout. The vacancy system of the company manages more than 1,000 processes per year, internal and external and internship and employment. This is a key process. And last year, we brought in-house its management. It is transparent, objective, and it is audited regularly. The work environment has improved. In 2025, the outcome of the survey were positive, and they have improved on the previous year. And the rate is at 92%. And regarding work-life balance measures, in the collective agreement, there are many measures and more than 7,000 workers have -- are using them and remote work more than 50% of the headcount can spend 3 days in the office and 2 days at home. It is a widespread model in Spain. And regarding the breakfast break at work time when precisely because of the demand of the lawsuit presented by your trade union, has already been tried, and the judges have settled. It is not work time. I don't think we should mention that any further. And we are in the competition in the industry. Well, we are a leading company. And therefore, we must adapt to the market constantly and quickly. Regarding weather alerts, we have a protocol that enables the workers to know in advance how to act. And of course, we always put the safety of our employees first, and we provide the basic services for that. Thank you very much for your remarks, and we do hope that starting today, the -- your trade union will seek contributing to this company rather than going to the courts. We have a strategic plan that is firm rigorous and has won the trust of our markets, clients and I'm sure, employees as well. The support is reflected in our increased share price and therefore, our increased value as a company. And once the -- this session has come to end, I would like to give the floor to the Secretary.

Thank you, Mr. Chairman. In accordance with the company's general meeting regulations Article 6, votes in favor of the resolutions proposed by the Board should be considered to be just corresponding to those shares that have in the meeting, whether attending in person or electronically represented minus the votes corresponding to shares whose holders have notified the notary of votes against blank votes. And as changes the minutes shall therefore set out the votes against blank votes and abstentions resulting from the remote voting process prior to this meeting as well as the votes against black votes and abstentions received from shareholders through telematic means and also those, if any submitted to the notary, if any, by the shareholders have represented is attending the meeting for each proposed resolution. Finally shares present at the GSM shall be those listed in the attendance list, excluding those whose holders have left the meeting before the voting process have recorded the circumstance before the notary. I shall now proceed to read a summary of the resolutions submitted for consideration by this GSM. First, the approval of the individual annual financial statements of Endesa, S. A, as well as the consolidated annual financial statements of Endesa, S.A. and its subsidiaries for the fiscal year ended December 31, 2025. Second, approval of the individual management report of Endesa, S.A., and the consolidated management report of Endesa, S.A. and its subsidiaries for the fiscal year ended December 31, 2025. Item #3, approval of the consolidated nonfinancial information statement and sustainability information for the fiscal year ended on December 31, 2025. Number four, approval of the management report for the fiscal year then ended. Number five, approval of the allocation of net profit for the fiscal year proposed by the Board of Directors at its meeting of February 20, 2026, for the fiscal year. 2025 amounted to EUR 1, 665,809,453.62. And the subsequent distribution of a dividend charged to set profit under the following terms. Distribution basis for fiscal year 2025. First of all, profit and loss, which in this case, accounts for profit in the amount of EUR 1,665,809,453.62 with the balance being EUR 2,433,751,130.84 , that is to say EUR 4,099,560,584.46. Allocation shall be as follows: To dividend, maximum amount will be distributed correspondent to EUR 1.584 gross per share taking into account this year is entitled to dividend as of December 31, 2025, that is to say 1,038,04.244 shares, I had to say, 1,645,465,922.5 with a remnant of 2,454,944,461.96 with a total [indiscernible]. On December 16, 2025, the Board of Directors of Endesa approved the distribution of an interim dividend based on the results for the fiscal year 2025 in the amount of EUR 0.50 per share and this interim dividend was paid on January 1, 2026. The final dividend that is used in total, that's to say EUR 1.84 per share 2025 financial results will be paid on July 10, 2026. Item #6 share capital reduction through the cancellation of our [indiscernible] of the current share capital that have been acquired through this year, buyback progress executed as the third and fourth tranches of the framework program the buyback of treasury shares approved by the Board of Directors, 2025 with the objective of canceling the delegating to the Board of Directors the authority to execute the reduction of share capital. Number 7, reelection of Mr. José Damián Bogas Gálvez as External Director of the company for the statutory term of 4 years. Termination of Mrs. Francesca Gostinelli term expires on April 29, 2026. And thanking her for her services to the company. 8.2, appointing Ms. Angela Eliseo as Management Director of the company for the term of 4 years. 9.1, termination of Cristina de Parias Halcón whose term expires on April 26, 2026. Thanking her for her services to the company. Number 9.2, appointment of Ms. Ana Muñoz Merino as Independent Director of the company for the statutory term of 4 years. #10, the vote on the annual Board of Remuneration of Directors for the 2025 fiscal year. Item 11, approval of the 2026-2029 Director remuneration policy. #12 approval of the 2026-2028 strategic incentive, which includes payment in company shares. And the last item for instrumental purposes, delegation to the Board of Directors for the implementation and execution of the resolutions adopted by the Shareholders' Meeting as well as to replace the power by the meeting and granting of powers for the execution of public dates and registration offset solutions. Based on the participation on voting data available, it is hereby certified that each and every item on the agenda has been approved by a large majority. Once the votes against and abstentions expressed before the Notary Public have been counted in the final results, the approved resolutions will be published full on the company's website within the statutory term of 5 days. Actually, we are going to do this, this very afternoon. Mr. Chairman, therefore, each and every item on the agenda is deemed to be timely approved. The Notary Public will draft the minutes of the meeting in a timely manner. Ladies and gentlemen, thank you very much for your attendance. The GSM is thus adjourned. [Statements in English on this transcript were spoken by an interpreter present on the live call.]