Endesa S A : Corporate Governance Report 2022 (CNMV format)

ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED PUBLIC LIMITED COMPANIES

ISSUER IDENTIFICATION DETAILS

Year end-date:

31/12/2022

TAX ID (CIF):

A-28023430

Company name:

ENDESA, S.A.

Registered office:

RIBERA DEL LOIRA, 60 MADRID

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ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED PUBLIC LIMITED COMPANIES

A. OWNERSHIP STRUCTURE

A.1. Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company bylaws contain the provision of double loyalty voting:

[ ]	Yes
[ √ ]	No

Date of Last Change

Share Capital (€)

Number of Shares

Number of Voting Rights

01/10/1999

1,270,502,540.40

1,058,752,117

1,058,752,117

Indicate whether there are different classes of shares with different associated rights:

[ ]	Yes
[ √ ]	No

A.2. List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or company name	% of voting rights attributed to shares	% of voting rights through financial	% of total voting rights
instruments
of shareholder
Direct	Indirect	Direct		Indirect
ENEL, S.P.A.	0.00	70.10	0.00		0.00	70.10

Breakdown of the indirect holding:

Name or company name

of the indirect owner

Name or company name

of the direct owner

• of voting rights attributed to shares

• of voting rights through financial instruments

% of total voting rights

ENEL, S.P.A.

ENEL IBERIA SRL

70.10

0.00

70.10

Indicate the most significant changes in the shareholder structure during the year:

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ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED PUBLIC LIMITED COMPANIES

A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:

							From the total % of voting
							rights attributed to the
	% voting rights attributed	% of voting rights through		shares, indicate, where
Name or company name of	to shares (including loyalty		appropriate, the % of the
financial instruments	% of total voting rights
director	votes)		additional votes attributed
							corresponding to the
							shares with a loyalty vote
	Direct		Indirect	Direct	Indirect		Direct	Indirect
JUAN SÁNCHEZ- CALERO	0.00		0.00	0.00	0.00	0.00	0.00	0.00
GUILARTE
FRANCESCO STARACE	0.00		0.00	0.00	0.00	0.00	0.00	0.00
JOSE DAMIAN BOGAS	0.00		0.00	0.00	0.00	0.00	0.00	0.00
GALVEZ
MARÍA EUGENIA	0.00		0.00	0.00	0.00	0.00	0.00	0.00
BIETO CAUBET
IGNACIO GARRALDA RUIZ	0.00		0.00	0.00	0.00	0.00	0.00	0.00
DE VELASCO
ALICIA KOPLOWITZ	0.00		0.02	0.00	0.00	0.02	0.00	0.00
ROMERO DE JOSEU
ALBERTO DE PAOLI	0.00		0.00	0.00	0.00	0.00	0.00	0.00

Total percentage of voting rights held by the Board of Directors

Juan Sanchez-Calero Guilarte: 372

Francesco Starace: 10

José Bogas Gálvez: 2,374 direct shares and 6,000 indirect shares through a natural person related to the Director.

Ms. María Eugenia Bieto Caubet: 19 shares

Ignacio Garralda Ruíz de Velasco: 30,471 shares

Ms. Alicia Koplowitz y Romero de Juseu: 220,000 indirect shares through MORINVEST, SICAV, S.A.

Alberto de Paoli: 10 shares

0.02

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ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED PUBLIC LIMITED COMPANIES

Breakdown of the indirect holding:

					From the total % of
					voting rights
					attributed to the
		% voting rights			shares, indicate,
	Name or company	% of voting rights		where appropriate,
Name or company	attributed to shares	% of total voting
name of the direct	through financial	the % of the
name of director	(including loyalty	rights
owner	instruments	additional votes
	votes)
				attributed
					corresponding to the
					shares with a loyalty
					vote
ALICIA KOPLOWITZ	MORINVEST SICAV,	0.02	0.00	0.02	0.00
ROMERO DE JOSEU	S.A.

List the total percentage of voting rights represented on the board:

Total percentage of voting rights held by the Board of Directors

0.02

A.4. If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:

Name or company name of related party	Nature of relationship	Brief description
ENEL IBERIA SRL, ENDESA, S.A.	Corporate	Enel, S.p.A owns 100% of the shares of Enel
Iberia, SRL.

A.5. If applicable, please specify any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:

Name of Related Party	Nature of relationship	Brief description
		ENDESA X SERVICIOS, S.L.U. (95%) AND ENEL SOLE,
ENDESA X SERVICIOS, S.L.U.	Corporate	S.R.L. (5%) (Enel Group subsidiary) are participating in
		the Abarán UTE.
		ENDESA X SERVICIOS, S.L.U. (49%) AND ENEL X WAY,
ENDESA X SERVICIOS, S.L.U.	Corporate	S.R.L. (51%) (Enel Group subsidiary) are participating in
		ENDESA X WAY, S.L.

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ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED PUBLIC LIMITED COMPANIES

A.6. Unless insignificant for both parties, describe the relationships that exist between significant shareholders, shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.

Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or company name of	Name or company name of	Company name of the group
company of the significant	Description of relationship/post
related director or representative	related significant shareholder
shareholder
			Mr Bogas, Chief Executive Officer
			of Endesa, S.A. was appointed to
			his current position with Enel
			Company being the controlling
			shareholder; he is also IBERIA
JOSE DAMIAN BOGAS			COUNTRY MANAGER AT ENEL
ENEL, S.P.A.	ENEL IBERIA SRL	GROUP, director of ENEL IBERIA,
GALVEZ
		S.R.L., Chairman and director of
			ENDESA GENERACIÓN, S.A., sole
			director of ENDESA RED, S.A.,
			Chairman of ENEL GREEN POWER
			ESPAÑA, S.L. and joint director of
			ENDESA GENERACIÓN II.
			Mr Starace is one of the four
			shareholder-appointed directors
			representing Enel; Vice-Chairman
FRANCESCO STARACE	ENEL, S.P.A.	ENEL, S.P.A.	of Endesa S.A.; he is also Chief
Executive Officer and General
			Manager of ENEL, S.p.A.
			Chairman of the Board of
			Directors of ENEL IBERIA, S.R.L.
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