Remuneration Report 2024

REPORT ON THE REMUNERATION POLICY FOR 2024 AND
COMPENSATIONS PAID IN 2023
(approved by the Board of Directors of Enel S.p.A. on April 11, 2024)
(Drawn up pursuant to Articles 123-ter of the Consolidated Financial Act and

84-quater of CONSOB Issuers’ Regulation)
1
SECTION II: REPRESENTATION OF ITEMS WHICH
COMPRISE THE REMUNERATION AND COMPENSATIONS
Table of contents PAID DURING 2023 FINANCIAL YEAR ............................37
• Letter from the Chairman of the Nomination and 3.1 Compensations referred to 2023 financial year ........37
Compensation Committee................................................ 3
3.2 Overall shareholders’ return (for every 100 Euro
• Introduction ........................................................................ 6 invested on January 1, 2023) ........................................54
• Summary of the main features of Enel’s remuneration Table 1: Compensations paid to the members of the
policy .................................................................................... 7 Board of Directors, the Board of Statutory
• SECTION I: REMUNERATION POLICY FOR THE Auditors, to the General Manager and to Executives
MEMBERS OF THE BOARD OF DIRECTORS, THE with strategic responsibilities ...................................55
GENERAL MANAGER, THE EXECUTIVES WITH Table 2: Incentive plans based on financial instruments,
STRATEGIC RESPONSIBILITIES AND THE MEMBERS OF other than stock options, for the members of the
THE BOARD OF STATUTORY AUDITORS FOR 2024. Board of Directors, the General Manager and the
PROCEDURES FOR THE ADOPTION AND Executives with strategic responsibilities ...............61
IMPLEMENTATION OF THE POLICY ............................... 11 Table 3: Monetary incentive plan for the members of
the Board of Directors, the General Manager and
1. Procedures for the adoption and implementation of the
the Executives with strategic responsibilities ........64
policy .................................................................................. 11
1.1 Bodies or persons involved in the preparation, the 3.3 Long-Term Incentive Plan 2021 .................................66
approval, the possible review and the
3.4 Long-Term Incentive Plan 2022 .................................67
implementation of the policy................................... 11
1.2 Role, composition and functioning of the 3.5 Long-Term Incentive Plan 2023 .................................68
Nomination and Compensation Committee ........ 11
1.3 Independent experts who took part in the 3.6 Shareholdings held by members of the Board of
preparation of the policy .......................................... 12 Directors and of the Board of Statutory Auditors, the
General Manager and Executives with strategic
2.Remuneration policy concerning the members of the responsibilities ...................................................................69
Board of Directors, the General Manager, the
Executives with strategic responsibilities and the
members of the Board of Statutory Auditors ............. 14
2.1 Purposes of the remuneration policy, its underlying
principles and changes compared with the financial
year 2023 ..................................................................... 14
2.2 Right of derogation from the remuneration policy .
.............................................................................. 20
2.3 Chairman of the Board of Directors ...................... 20
2.3.1 Remuneration structure and pay mix ........ 20
2.3.2 Fixed Remuneration .................................... 21
2.3.3 Non-monetary benefits ............................... 21
2.4 Chief Executive Officer / General Manager ........ 21
2.4.1 Economic treatment of the Chief
Executive Officer/General Manager ........ 21
2.4.3 Fixed remuneration ...................................... 22
2.4.4 Short-term variable remuneration ............. 22
2.4.5 Long-term variable remuneration ............. 24
2.4.6 Rules on the termination of the
relationships
......................................................................... 28
2.5 Non-executive Directors .......................................... 30
2.6 Members of the Board of Statutory Auditors ...... 32
2.7 Executives with strategic responsibilities .............. 32
2.7.2 Fixed remuneration ...................................... 32
2.7.3 Short-term variable remuneration ............. 32
2.7.4 Long-term variable remuneration ............. 33
2.7.5 Rules on termination of the relationship . 34
2.8 Share Ownership Guidelines ................................... 35
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Report on the remuneration documentation published for the 2023 AGM season
by issuers included in a single peer group (“Peer
policy for 2024 and Group”). In this last regard, in light of the positive
compensations paid in 2023 feedback received by proxy advisors and institutional
investors, it was deemed appropriate to confirm -
Letter from the Chairman of the Nomination although with some changes in the composition of
and Compensation Committee the reference panel - the setting of the Peer Group
adopted for 2023, which therefore results from the
In my capacity as Chairman of the Nomination and integration of three sub-groups composed by: (i)
Compensation Committee (the “Committee”), I am Italian companies with a global scope, similar to Enel
pleased to present Enel’s report on the remuneration in terms of complexity and dimensional criteria,
policy for 2024 and compensations paid in 2023. which represent to Enel itself a model in terms of
The Committee, composed of Directors Johanna employment market and national practices; (ii)
Arbib, Olga Cuccurullo, Dario Frigerio, Fiammetta European companies operating in the utilities sector
Salmoni, as well as of the Chairman, has prepared which result dimensionally comparable and similar to
and submitted to the Board of Directors an annual Enel in terms of business model, services provided
remuneration policy for 2024 aimed at incentivizing and control over the value chain; (iii) European
the achievement of the strategic objectives of the companies of relevant dimension, listed on the main
Company and the Enel Group and, therefore – in continental stock exchanges which result similar to
line with the guidelines of the Italian Corporate Enel in terms of complexity and interest in a
Governance Code – functional to the pursuit of perspective of people competition (1). The adoption
sustainable success, which consists in the creation of of this Peer Group, even in its new composition,
long-term value in favor of the Shareholders of Enel, reflects the evolution made by Enel Group, which
taking adequately into account the interests of other has turned itself over the years from an essentially
relevant stakeholders for the Company. The policy is domestic operator at first into an international utility
therefore aimed at attracting, retain and motivate leader, reaching the current status as a major
people with the expertise and professionalism European industrial group.
required by the delicate managerial tasks entrusted to The benchmark analysis has shown that the
them, and has been drafted taking into account the remuneration of the Chairman of the Board of
remuneration and working conditions of the Directors and the Chief Executive Officer/General
employees of the Company and of Enel’s Group. Manager due for 2023 financial year results
In defining the 2024 remuneration policy set out in substantially consistent with the standing of Enel in
the first section of this report, the Committee has terms of capitalization, turnover and number of
taken into account the best national and international employees with respect to companies included in the
practices, the indications resulting from the favorable Peer Group. With regard to non-executive Directors,
vote of the Shareholders’ Meeting held on May 10, from the comparative analysis emerges instead the
2023 on the remuneration policy for 2023, as well as space for an increase in their remuneration, both for
the results of the engagement activity on corporate participation in Board activities and for participation
governance, environmental and social issues carried in the Board Committees; the remuneration of such
out by the Company in the period between the end Directors, indeed, in several cases falls below the
of the month of January and the beginning of the median of the Peer Group, thus resulting misaligned
month of March 2024 with the main proxy advisors in comparison to Enel’s positioning with respect to
and some relevant institutional investors in Enel’s the companies included in the panel.
share capital. In view of such elements, the Committee has first of
The Committee also duly considered the benchmark all deemed to maintain unchanged in the
analysis regarding the remuneration treatment of the remuneration policy for 2024 the remuneration
Chairman of the Board of Directors, the Chief treatment of the Chairman of the Board of Directors
Executive Officer/General Manager and non- and of the Chief Executive Officer/General
executive Directors of Enel for 2023 financial year. Manager, although modifying – compared to the
Such analysis was carried out by the independent remuneration policy for 2023 – the regulation of the
advisor Willis Towers Watson, taking into severance indemnity provided for the latter; indeed,
consideration the data resulting from the in accordance with the will of the Chief Executive
Officer/General Manager himself, it has been
(1) For the composition of such Peer Group, reference is made

to paragraph 1.3 of this report.
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provided that this indemnity is not due in the event customers, it was deemed appropriate to maintain -
of non-renewal of the directorship relationship upon simplifying its structure – the performance objective
expiry of the term of office, with the consequent (characterized by a weight confirmed with respect to
termination of the executive relationship (2). 2023 as 10% out of the total) which measures the
level of satisfaction of the same customers through
At the same time, the Committee, even though
the annual number of commercial complaints
having noted – in view of the outcomes of the
registered in the “core” Countries of the Group’s
benchmark analyses and taking into account the
presence. Therefore, the total weight of sustainability
guidelines of the Italian Corporate Governance Code
objectives within the short-term variable
– the existence of the conditions to proceed to the
remuneration of the Chief Executive
drafting of a proposal for an increase in the
Officer/General Manager is confirmed at 30%. For
remuneration of the non-executive Directors
a more detailed illustration on the nature and
(especially with regard to the participation in the
incentive curves of the various performance
Board Committees), has lastly deemed to abstain
objectives concerning the short-term variable
from formulating said proposal, reserving however
component of the remuneration of the Chief
the right to consider its elaboration during the term
Executive Officer/General Manager, reference is
of office.
made to paragraph 2.4.4 of this report.
With regard to the short-term variable remuneration
With regard to the performance objectives of the
of the Chief Executive Officer/General Manager for
Long-Term Incentive Plan 2024, the Committee has
2024, it has been confirmed the use of the two
decided to maintain those concerning the Total
economic and financial performance objectives
Shareholders’ Return (“TSR”) - with weight
envisaged by the remuneration policy for 2023.
unchanged from 2023, equal to 45% of the total –
Namely, these are the objectives concerning
and the differential between ROIC (Return on
Ordinary consolidated net income, the total weight
Invested Capital) and WACC (Weighted Average
of which has been reduced to 30% (from 40% in
Cost of Capital), also with a weight remained
2023), and Funds from operations/Consolidated net
unchanged from 2023 and equal to 30% out of the
financial debt, the total weight of which has been in
total, which intends to confirm the importance of
parallel reduced to 20% (from 30% in 2023); it has
profitability of investments compared with the
thus been possible to introduce among the
related cost of capital used. With reference to ESG
economic-financial performance objectives the
performance objectives, the intensity of GHG
Consolidated cash cost, which has been assigned a
“Scope 1” and “Scope 3” emissions related to
total weight of 20% and is intended to enhance the
Integrated Power remained unchanged from 2023,
achievement of greater efficiencies, functional to
with a weight of 15% of the total, thus covering both
strengthen the financial structure at the Group level
direct emissions related to electricity generation (i.e.,
and at the same time ensure an adequate return on
“Scope 1” emissions) and indirect emissions related
investment, with the aim of creating value for
to generation of electricity purchased by the Group
Shareholders. Economic and financial performance
and sold to end customers (i.e., “Scope 3” emissions).
objectives are therefore linked to profitability (i.e.,
This objective continues to be associated with a
Ordinary consolidated net income), to be achieved
gateway objective related to the intensity of the
within the framework of appropriate financial
mentioned Group “Scope 1” greenhouse gas
regulation - as measured by the ratio between the
emissions due to electricity generation. The objective
operating cash generation and an adequate level of
thus structured is aimed at supporting the
debt (i.e., Funds from operations/Consolidated net
achievement of the Strategic Plan 2024-2026 targets
financial debt) - careful about cost optimization (i.e.,
related to climate change mitigation, thanks to its
Consolidated cash cost).
consistency with a reduction of the emissions aligned
Regarding the ESG performance objectives, first of with the directions of the Paris Agreement. Lastly,
all, in continuity with 2023, it was deemed the performance objective related to gender diversity
appropriate to maintain the weight of the traditional has been maintained, with a weight of 10% of the
objective linked to safety at 20% of the total, in light total, while changing its nature. In particular, the new
of the central role that ensuring safety in the objective concerns the percentage of women actually
workplace continues to play for the Group. present within the entire managerial population
Furthermore, in view of the importance of end (managers and middle managers), thus surpassing in
(2) The Committee thus incorporated into the remuneration provided for in the remuneration policy for 2023 in the event of
policy for 2024 the express waiver, formulated by the Chief non-renewal of the directorship upon the expiration of the term
Executive Officer/General Manager appointed following the of office, with the consequent termination of the executive
Shareholders’ Meeting on May 10, 2023, of the indemnity relationship, as indicated in paragraph 33.1 of this document.
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an evolutionary perspective the previous objective Guidelines, please refer to paragraph 2.8 of this
adopted in 2023, as it was achieved and it was report.
focused on the percentage of women in top
In line with a consolidated tradition of transparency
management succession plans. This change thus
to the market, the Committee has deemed
responds to the need to more concretely measure the
appropriate to explain analytically the reasoning and
Group’s commitment to ensuring gender equality,
the evaluations carried out by the Board of Directors,
particularly with regard to increasing women’s
upon prior preliminary analysis of the same
representation at the managerial level. Therefore, the
Committee, in order to determine the remuneration
total weight of the sustainability objectives within the
treatment of the top Management and non-executive
Long-Term Incentive Plan 2024 is confirmed at 25%.
Directors. In this respect. a specific examination is
For a more detailed illustration on the nature and
described both (i) in the first section of this
incentive curves of the various performance
document, with regard to the remuneration of the
objectives concerning the long-term variable
Chairman of the Board of Directors, the Chief
component of the remuneration of the Chief
Executive Officer/General Manager and non-
Executive Officer/General Manager and top
executive Directors for 2024, and (ii) in the second
management in general, reference is made to
section of this document, with regard to the
paragraph 2.4.5 of this report.
remuneration of the top Management for the 2023
It should be noted that the Committee also deemed financial year.
appropriate to confirm in the Long-Term Incentive
Lastly, it should be noted that the Company does not
Plan 2024 the weight of the share-based component
intend to avail itself of the possibility provided by
of the incentive, taking into account the significant
Article 123-ter, paragraph 3-bis, of Legislative Decree
appreciation expressed in this regard by proxy
No. 58 of February 24, 1998, to temporarily derogate,
advisors and institutional investors, during the
under exceptional circumstances, from the
engagement meetings held in view of the definition
remuneration policy for 2024 described in the first
of the remuneration policy for 2024. It is intended in
section of this document.
this manner to continue to maintain a solid alignment
of the interests of the beneficiaries of the Long-Term In conclusion, the Committee considers that the
Incentive Plan 2024 with those of the Shareholders annual remuneration policy for 2024 takes into
over a long-term horizon, while at the same time appropriate consideration both the results of the
meeting the need to facilitate the achievement of the benchmark analyses carried out, and the policies of
objectives set forth in Enel’s “Share Ownership the main proxy advisors and of the major
Guidelines”. The remuneration policy for 2024 institutional investors in Enel’s share capital, while
indeed confirms the importance of the Share contributing to the pursuit of the business and
Ownership Guidelines, adopted during the month of sustainability objectives set out in the Strategic Plan
March 2023 and aimed at ensuring the achievement for 2024-2026.
and maintenance over time of a minimum level of
Rome, April 11, 2024
share ownership by the Chief Executive Officer and
Executives with strategic responsibilities, in line with
the best practices observed at the national and Alessandra Stabilini
international level and with the indications coming
from proxy advisors and institutional investors. It Chairman of the Nomination and Compensation
should be noted that Enel’s Share Ownership Committee
Guidelines require that, within a maximum time
frame of five years, (i) the Chief Executive Officer
achieves and maintains during his term of office the
ownership of a number of Enel shares whose
equivalent value is at least equal to 200% of the gross
fixed annual remuneration, including that to which
he/she may be entitled as General Manager, if
he/she simultaneously holds such office, and (ii) the
Executives with strategic responsibilities achieve and
maintain, as long as they hold their office, the
ownership of a number of Enel shares whose
countervalue is at least equal to 100% of the gross
fixed annual remuneration. For a more detailed
explanation of the contents of the Share Ownership
5
Introduction
This report, approved by the Board of Directors on The report also provides for information on the
April 11, 2024, after a preliminary analysis and upon shareholdings held in Enel and in its subsidiaries by
proposal of the Nomination and Compensation members of the Board of Directors and of the Board
Committee, is divided into two sections: of Statutory Auditors, by the General Manager and
(i) the first section describes the annual by the Executives with strategic responsibilities, as
remuneration policy adopted by Enel S.p.A. well as their respective spouses who are not legally
(hereinafter, “Enel” or the “Company”) for separated and their underage children, whether such
the members of the Board of Directors, the shareholdings are held directly or indirectly through
General Manager and the Executives with subsidiaries, trusts or agents.
strategic responsibilities, with reference to the This report is made available to the public at Enel’s
2024 financial year as well as, without registered office (located in Rome, at Viale Regina
prejudice to the provisions of Article 2402 of Margherita No. 137), on the Company’s website
the Italian Civil Code, for the members of the (www.enel.com) and on the authorized storage
Board of Statutory Auditors; mechanism called “eMarket Storage”
(ii) the second section provides for a detailed (www.emarketstorage.it).
disclosure on the compensations relating to
the 2023 financial year– determined on an
accrual basis – due to the above-mentioned
persons on the basis of the remuneration
policy adopted for such financial year and in
execution of previous individual agreements.
In accordance with Article 123-ter of Legislative
Decree No. 58 of February 24, 1998 (hereinafter, the
“Consolidated Financial Act” or “CFA”), (i) the
first section is subject to the binding resolution of the
ordinary Shareholders’ Meeting called for the
approval of the financial statements as of December
31, 2023, while (ii) the second section is subject to
the non-binding resolution of the same Shareholders’
Meeting.
6
Summary of the main features of Enel’s non-executive Directors of Enel for 2023 financial
remuneration policy year, carried out by the independent advisor Willis
Towers Watson.
The remuneration policy of Enel for 2024, described
in detail in the first section of this report, has been The latter analysis took into account the data
approved on April 11, 2024 by the Board of resulting from the documentation published for the
Directors, after a preliminary analysis and upon 2023 AGM season by issuers included in a single peer
proposal of the Nomination and Compensation group which is composed by the integration of the
Committee. This policy is aimed at (i) promoting following three sub-groups, as described in detail in
Enel’s sustainable success, which consists in the paragraph 1.3 of this report: (i) Italian companies
creation of long-term value to the benefit of the with a global scope; (ii) European companies with a
Shareholders, taking adequate account of the comparable business; (iii) European companies of
interests of other relevant stakeholders for the relevant dimensions similar to Enel in terms of
Company, so as to foster the achievement of strategic complexity and interest in a perspective of people
targets; (ii) attracting, retaining and motivating competition.
people with the expertise and professionalism
For the purposes of preparing the remuneration
required by the delicate managerial tasks entrusted to
policy for 2024 it has also been considered the
them, taking into account the remuneration and
outcomes of a further benchmark analysis carried out
working conditions of the employees of the
by Willis Towers Watson in relation to remuneration
Company and of the Enel Group; as well as (iii)
of the Board of Statutory Auditors for 2023 financial
promoting the corporate values and mission.
year. This analysis was carried out by taking into
In drafting the remuneration policy for 2024, the consideration a peer group composed exclusively of
Nomination and Compensation Committee has Italian companies belonging to the FTSE MIB index,
taken into account: (i) the recommendations set forth as illustrated in detail in the Report of the Board of
under the Italian Corporate Governance Code Statutory Auditors to the Shareholders’ Meeting
published on January 31, 2020 (hereinafter, the called for the approval of the 2023 financial
“Corporate Governance Code”); (ii) national and statements, prepared pursuant to Article 153 of the
international best practices; (iii) the indications Consolidated Financial Act and concerning the
resulting out the favorable vote of the Shareholders’ supervisory activity carried out, also referred to in
Meeting held on May 10, 2023 on the remuneration paragraph 2.6 of this report.
policy for 2023; (iv) the outcomes of the engagement
Lastly, the remuneration policy for 2024 has
activities on corporate governance, environmental
considered the overall policy adopted by the Enel
and social issues carried out by the Company in the
Group (hereinafter also referred to as the “Group”)
period between the end of the month of January and
for the remuneration of its employees; in particular
the beginning of the month of March 2024 with the
the latter is based on the central role of people and
main proxy advisors and some relevant institutional
on health and safety at work, with the aim therefore
investors in Enel’s share capital; (v) the outcomes of
to reinforce a strategy focused on sustainable growth.
a benchmark analysis regarding the remuneration
treatment of the Chairman of the Board of Directors, Illustrated below are the main features of the annual
the Chief Executive Officer/General Manager and remuneration policy for 2024 financial year.
Component Applicable conditions and payment timeline Proportional weight (*)

Fixed • Not subject to any conditions Chairman: 100%
remuneration • Paid on a quarterly basis to the CEO and to the Chairman CEO/GM: 19%
and on a monthly basis to the GM and to the ESR
ESR: 36%
Short-term • Objectives for the CEO/GM: CEO/GM: 28%
variable - Ordinary consolidated net income (weight 30%) ESR: 19%
remuneration - Consolidated cash cost (weight 20%)
(MBO – annual - Funds from operations/Consolidated net financial
performance debt (weight 20%)
period)
7
- Commercial complaints at the Group level (3),
(weight 10%)
- Safety in the workplace (weight 20%)
• Objectives for the ESR:
- Individual targets connected to the business and
differentiated for each ESR, based on the tasks and
the responsibilities assigned
• Paid in the financial year in which the level of achievement
of annual objectives is verified
• Clawback right of the Company concerning the amounts
paid on the basis of data which are subsequently proved
to be manifestly misstated (“clawback”)
Long-term • Performance objectives: CEO/GM: 53%
variable - average TSR (Total shareholders return) of Enel vs. ESR: 45%
remuneration average TSR of EUROSTOXX Utilities Index –
(LTI – three-year EMU (weight 45%)
performance - ROIC (4) – WACC (5) (weight 30%)
period) - GHG “Scope 1 and 3” emissions intensity related to
Group Integrated Power (measured gCO2eq/kWh),
subject to passing the gateway objective concerning
GHG “Scope 1” emissions intensity related to
Group Power Generation (measured in
gCO2eq/kWh) (weight 15%)
- Percentage of women managers and middle
managers over the total population of managers and
middle managers (weight 10%)
• 150% of the base amount for the CEO/GM and 100% of
the base amount for the Executives with strategic
responsibilities is assigned in Enel shares, to award free of
charge, subject and proportionally to the achievement of
the performance objectives, to the extent and timings set
forth below.
• The difference between the incentive determined in the
final assessment of the Plan – which can reach up to 280%
of the base amount for the CEO/GM and 180% of the
base amount for the other beneficiaries – and the
proportion of incentive (indicated in the point above)
distributed in Enel shares is disbursed in cash, subject and
proportionally to the achievement of the performance
objectives, to the extent and timings set forth below.
• The incentive – for both the share-based and the
monetary component – is disbursed, subject and
proportionally to the achievement of the performance
objectives, (i) by 30% in the first financial year following
the end of the three-year performance period, and (ii) by
70% in the second financial year following the end of the
three-year performance period (“deferred payment”).
• Clawback right of the Company concerning the amounts
paid (or right to withhold deferred sums) on the basis of
data which are subsequently proved to be manifestly
misstated (“clawback” and “malus”).
(3) The scope of this performance objective includes the following “core” markets of the Group’s integrated presence: Italy (free market
only), Iberia (i.e., Spain and Portugal), Brazil (Rio de Janeiro and São Paulo), Chile and Colombia.
(4) Return on Invested Capital
(5) Weighted Average Cost of Capital
8
Other • CEO/GM:
compensations - Severance indemnity equal to 2 years fixed
compensation. Such indemnity - due limited to the
cases of (i) termination of the directorship
relationship and/or dismissal in the absence of a just
cause pursuant to Article 2119 of the Italian Civil
Code, or (ii) resignation of the person concerned
from the directorship and/or executive relationship
as a result of a just cause pursuant to Article 2119 of
the Italian Civil Code - replaces and derogates the
treatments due pursuant to the laws and the national
collective bargaining agreement (“CCNL”) for
executives of companies producing goods and
services.
- Provision for a non-competition agreement, which
can be activated by the Board of Directors as
outlined in paragraph 2.4.6 of this report.
- The Board of Directors is not entitled to grant
discretional bonuses.
• ESR:
- In the event of termination of the employment
relationship the conditions provided under the
relevant collective contracts apply, without prejudice
to previous individual agreements still in force as of
the date of this report, according to paragraph 2.7.5
of this report.
(*) Percentages calculated based on the highest MBO and CEO/GM: Chief Executive Officer/ General Manager
LTI assignable incentive ESR: Executives with strategic responsibilities
Change in the remuneration of the Chief Executive Officer/General Manager and of the Executives with strategic
responsibilities on the basis of the achievement of the performance objectives
9
Risk mitigation factors
Set forth below are the safeguards implemented by the Company in order to mitigate risks assumed by the
management and to encourage the creation of sustainable value for Shareholders over the long-term.
Risk mitigating factors

Existence of a limit on the maximum amount disbursable
Provision of different performance objectives
Existence of a clawback mechanism
Existence of a malus mechanism
Long-term
Short-term variable Performance scale (with linear interpolation) for each of the variable
remuneration objectives remuneration
Deferred payment of a significant portion of variable
remuneration
Presence of a significant share-based component of the
disbursable incentive
Share Ownership Guidelines
10
SECTION I: REMUNERATION POLICY FOR THE In particular, such Committee is in charge of the
MEMBERS OF THE BOARD OF DIRECTORS, THE following preliminary, consultative and proposing
GENERAL MANAGER, THE EXECUTIVES WITH tasks concerning compensations:
STRATEGIC RESPONSIBILITIES AND THE
a) assisting the Board of Directors in the
MEMBERS OF THE BOARD OF STATUTORY
preparation of the remuneration policy of
AUDITORS FOR 2024. PROCEDURES FOR THE
Directors and Executives with strategic
ADOPTION AND IMPLEMENTATION OF THE
responsibilities;
POLICY
b) periodically assessing the adequacy, overall
consistency and effective application of the
1. Procedures for the adoption and policy for the remuneration of Directors and
implementation of the policy Executives with strategic responsibilities;
1.1 Bodies or persons involved in the preparation, the approval, c) submitting proposals to or expressing
the possible review and the implementation of the policy. opinions in favor of the Board of Directors on
the remuneration of executive Directors and
Enel’s remuneration policy has been approved by the
other Directors holding particular offices, as
Board of Directors, after a preliminary analysis and
well as for the determination of performance
upon proposal of the Nomination and
objectives related to the variable component
Compensation Committee; these bodies are also
of such remuneration; monitoring the
responsible for any review of the policy.
application of decisions adopted by the Board
In accordance with the Recommendation No. 25 of itself and verifying, in particular, the actual
the Corporate Governance Code, the adequacy, achievement of performance objectives;
overall consistency and effective application of the
d) reviewing in advance the report on the
remuneration policy for the Directors and the
remuneration policy and compensations paid,
General Manager are periodically reviewed by the
to be made available to the public prior to the
Nomination and Compensation Committee.
annual Shareholders’ Meeting called to
The remuneration policy of the Executives with approve the financial statements.
strategic responsibilities is managed by the Chief
The Committee also drafts and submits to the Board
Executive Officer which, with the support of the
of Directors, for its approval, incentive schemes for
Company’s People and Organization Function,
the management, including share-based
provides to the Nomination and Compensation
remuneration plans (if any), monitoring the
Committee the necessary information to allow the
application of the same.
latter to periodically monitor the adequacy, overall
consistency and effective application of the policy. Lastly, the Committee may provide support to the
Chief Executive Officer and to the competent
1.2 Role, composition and functioning of the Nomination and
corporate functions in connection with the
Compensation Committee
valorization of managerial resources, talent scouting
As of the date hereof the Nomination and and promotion of initiatives with universities in such
Compensation Committee is composed of the regard.
following non-executive and for the majority
The Nomination and Compensation Committee
independent Directors: Alessandra Stabilini
meets as often as appropriate to ensure the proper
(Chairman), Johanna Arbib, Olga Cuccurullo, Dario
performance of its functions. The Chairman of the
Frigerio, and Fiammetta Salmoni; in particular, all of
Board of Statutory Auditors attends the Committee
the above Directors, except for Olga Cuccurullo,
meetings and may also designate another regular
meet the requirements of independence indicated by
Statutory Auditor to attend the meeting in his place;
both the Corporate Governance Code and the
the other regular Statutory Auditors may also
Consolidated Financial Act.
participate. As a rule, the Head of the People and
The composition, the tasks and the functioning rules Organization Function attends the same meetings as
of such Committee are governed by a specific well. The Chairman may, from time to time, invite to
organizational regulation approved by the Board of the Committee meetings other members of the
Directors and made available to the public on the Board of Directors (also in cases where the latter ask
Company’s website (www.enel.com). for it) or other representatives of corporate functions
or third parties whose attendance could be deemed
helpful for purposes of optimizing the functioning of
the Committee itself. In order to prevent conflicts of
11
interest, the Committee’s organizational regulation The Committee’s resolutions are adopted with the
provides that no Director takes part in the absolute majority vote of those in attendance; in the
Committee meetings in which proposals are event of a tie, the vote of the person chairing the
presented to the Board of Directors with regard to meeting prevails. The Chairman of the Committee
his/her own remuneration, unless such proposals reports to the first available meeting of the Board of
concern all the members of Committees established Directors with regard to the meetings held by the
within the Board of Directors. In order for Nomination and Compensation Committee. In this
Committee’s meetings to be valid, the attendance of respect, it is here below illustrated the main activities
a majority of the members in office is required. carried out by the Committee in view of the drafting
of this report.
September
October
2022
2022
November
2022
December
2022
January
2023
February
2023
August
2022
March
2023
2022
July June
2022
May
2023
April
2023
July 2023
• Definition of the proposed remuneration of the members of the Committees
• Identification of legal advisor to assist the Committee in drafting determinations
governing the economic and regulatory treatment of Top Management December January
• Sharing of proposed determinations governing the economic and regulatory 2023 2024
treatment of Top Management November February
October 2023 2023 2024
• Identification of the independent advisor to assist the Committee in (i) updating
benchmark analyses regarding the adequacy of the Remuneration policy for 2023 October March
and (ii) developing the Remuneration policy for submission to the 2024 annual 2023 2024
Shareholders’ Meeting
November 2023 – April 2024
September April
• Analysis of the outcomes of the vote expressed by the Shareholders’ Meeting 2023 2024
held on May 10, 2023 on the LTI Plan 2023 and on the Report on the
remuneration policy for 2023 and compensations paid in 2022, as well as
August May
benchmark analysis on the main critical issues highlighted by institutional
2023 2024
investors and proxy advisors July June
• Identification, with the support of an independent advisor, of the peer group to 2023 2023
be used for updating the benchmark analyses on the adequacy of the
Remuneration policy for 2023 and for preparing the Remuneration policy to be
submitted to the 2024 annual Shareholders’ Meeting
• Definition of the MBO 2024 for the CEO/GM
• Definition of the LTI Plan 2024
• Verification of the level of share ownership achieved at the end of 2023 by the
recipients of the Share Ownership Guidelines and its consistency with the overall
objective of the latter
• Final assessment of the MBO 2023 for the CEO/GM
• Final assessment of LTI Plan 2021
• Assessment of the adequacy, overall consistency and actual application of the
Remuneration policy for 2023
• Drafting and definition – followed by the approval of the BoD – (i) of the Preliminary activity
Definition of the remuneration structure
Remuneration policy for 2024 and Report on the same Policy and compensations Approval of the Report
paid in 2023, as well as (ii) of the Information Document on the LTI Plan 2024 Activity not related to the Remuneration
May 2024
• Presentation of the Report on the remuneration policy for 2024 and
compensations paid in 2023 and of the Information Document on the LTI Plan
2024 to the Shareholders’ Meeting
1.3 Independent experts who took part in the preparation of attention of the Nomination and Compensation
the policy Committee a benchmark analysis regarding the
remuneration treatment of the Chairman of the
In drafting the annual remuneration policy for the
Board of Directors, the Chief Executive
2024 financial year, Enel availed itself of the support
Officer/General Manager and the non-executive
of the independent consultancy firm Willis Towers
Directors of Enel for the 2023 financial year. Such
Watson. In particular, the latter brought to the
analysis was carried out by Willis Towers Watson
12
based on the data resulting from the documentation generation model), Schneider Electric (in view of
published for the 2023 AGM season by the issuers a significantly smaller turnover than the other
belonging to a single peer group (“Peer Group”), companies in this sub-group) and Stellantis (in
which is composed by the integration of the light of a business sector considered too distant
following three sub-groups: from that of Enel) were excluded. At the same
• Italian companies with a global scope – time, Basf (as a global company engaged in a
companies similar to Enel in terms of complexity process of transforming its products and exposed
and dimensional criteria, which represent to Enel to different end markets from each other),
itself a model in terms of employment market Equinor (as a company of relevant dimension
and national practices. The following companies operating in the energy business), and Vodafone
belong to this sub-group: Eni, Leonardo, Pirelli, (as a global company engaged in network
Prysmian and Terna; management) were added.
• comparable business companies – European
companies which are dimensionally comparable The benchmark analysis showed that, on the basis of
and similar to Enel in terms of business model, data as of December 31, 2022, Enel is positioned,
services provided and control over the value compared to the Peer Group, (i) between the median
chain, which represent a reference in terms of and the third quartile in terms of capitalization and
business practices. This sub-group includes the number of employees, and (ii) between the third
following companies: EdP, Engie, E.On, quartile and the ninth decile as for turnover.
Iberdrola, National Grid, Naturgy and Orsted; Considering the benchmark analysis, Willis Towers
• European companies of relevant dimension – Watson has therefore released specific opinions
companies listed on the main continental stock supporting the definition of the remuneration policy
exchanges, that are similar to Enel in terms of for the Chairman of the Board of Directors, the
complexity and interest in a perspective of Chief Executive Officer/General Manager, non-
people competition. Indeed, Enel’s strategy of executive Directors and members of the Board of
attracting the best talents on the employment Statutory Auditors for 2024.
market is not exclusively focused on the
domestic market but includes in some cases the Furthermore, the Company conducted a benchmark
possibility of drawing strategic resources also analysis on the treatment of Executives with strategic
from businesses which are not strictly related to responsibilities based on the study “Top Executive
the Electric Utilities sector. The following Compensation in Europe” published by Korn Ferry,
companies belong to this sub-group: Airbus, which analyzed 461 of the 500 European listed
Basf, Equinor, Shell, Siemens, TotalEnergies and companies with the highest capitalization.
Vodafone. The results of the abovementioned benchmark
analyses are specifically described in paragraphs
In this regard, the Nomination and Compensation 2.3.2, 2.4.1 and 2.5 of the first section, as well as in
Committee therefore made the following changes to paragraph 3.1 of the second section of this report
the three similar sub-groups that composed the panel and, with regard to the Board of Statutory Auditors,
used for the previous remuneration policies for the in the Report of that body to the Shareholders’
2021, 2022 and 2023 financial years: Meeting called for the approval of the 2023 financial
• regarding Italian companies with a global scope, statements, prepared pursuant to Article 153 of the
TIM was excluded, in view of the significant Consolidated Financial Act and concerning the
transformation of its business model resulting supervisory activity carried out.
from the recent decision to divest its network,
and Pirelli was added, as a global company
exposed to business transformation in terms of
market and product segments;
• regarding comparable business companies, RWE
was excluded in light of its business model, which
does not have a comparable level of exposure in
the regulated sector comparable to Enel;
• regarding European companies of relevant
dimension, SAP (in view of the significant
differences from Enel in terms of business sector,
core business, customer target and revenue
13
2. Remuneration policy concerning the (ii) the performance objectives, to which the
members of the Board of Directors, the disbursement of the variable components is
General Manager, the Executives with linked, shall be predetermined, measurable
strategic responsibilities and the members and significantly related to a long-term
of the Board of Statutory Auditors horizon. Such objectives are consistent with
the targets set forth under the 2024-2026
2.1 Purposes of the remuneration policy, its underlying
Strategic Plan and are aimed at promoting
principles and changes compared with the financial year
Enel’s sustainable success, also including non-
2023
financial parameters;
In accordance with Principle XV and the
(iii) a significant portion of the treatment shall
Recommendations No. 27 and 28 of the Corporate
come from incentive plans lasting overall five-
Governance Code, the annual remuneration policy
years (considering performance period,
for 2024 (i) of Enel’s executive Director, i.e. the Chief
vesting period and deferment period);
Executive Officer (who also holds, as of the date of
this report, the office of General Manager, with a (iv) the treatment related to such plans must be
provision that such office will automatically cease in paid subject to the achievement of three-year
the event of termination of the office of Chief performance objectives;
Executive Officer), and (ii) of Executives with
(v) such objectives are indicative of the capacity
strategic responsibilities – as identified by the Chief
of the Company to remunerate adequately the
Executive Officer of Enel among the executives
invested capital and generate value for the
reporting directly to him in view of the significance
Shareholders over the long term, maintaining
of the functions assigned to them within the Group
an adequate operational efficiency;
– is functional to the pursuit of Enel’s sustainable
success, which consists in the creation of long-term (vi) a significant portion of the long-term variable
value for the benefit of the Shareholders, taking remuneration shall be assigned in Enel shares;
adequate account of the interests of other relevant
(vii) the payment of a significant portion (equal to
stakeholder for the Company. The remuneration
70%) of the long-term variable remuneration
policy also takes into account the need to attract,
is deferred, for both share-based and
retain and motivate people with the expertise and
monetary component, to the second financial
professionalism required by the delicate managerial
year following the end of the performance
tasks entrusted to them – considering the
period (“deferred payment”);
remuneration and working conditions of the
employees of the Company and of the Group – while (viii) the Company is entitled to request the
promoting the corporate values and mission. restitution, in whole or in part, of variable
components of the remuneration disbursed
Furthermore, the remuneration policy aims at
(or to withhold the deferred parts of the
ensuring the pursuit of the objectives set out in the
incentive), determined on the basis of data
2024-2026 Strategic Plan of the Group, guaranteeing
that later turned out to be manifestly
at the same time that the remuneration is based upon
erroneous (“clawback” and “malus”);
results effectively achieved by the persons in
question and by the Group as a whole. (ix) the access threshold for the incentive
coincides with the target level of each
In particular, in order to strengthen the link between
performance objective envisaged under Long-
the remuneration and both the sustainable success of
Term Incentive Plan 2024;
the Company and the objectives set forth by the
2024-2026 Strategic Plan, the remuneration policy (x) the indemnity for the termination of the
for the Chief Executive Officer/General Manager of directorship of the Chief Executive Officer
the Company and Executives with strategic (and, consequently, also of the executive
responsibilities of the Group provides as follows: relationship) shall be equal to two years of the
fixed component for each of the two
(i) there must be an adequate balance between relationships, in line with the provisions of the
the fixed component and the variable
European Commission’s Recommendation
component and, within the latter, between the
No. 385 of April 30, 2009, and the related
short-term and the long-term components,
payment shall be linked to specific cases.
being the variable component subject to upper
limits which still represents a significant part The strategy of Enel Group aims at creating value
of the overall remuneration; also through the integration of Environmental, Social
and Governance (“ESG”) factors. Notably, this
14
strategy pursues the acceleration of the energy performance objectives (with an overall weight of
transition through the progressive decarbonization 70%), and ESG objectives (with an overall weight of
of electricity generation and the boost to 30%). The economic-financial performance
electrification of consumption of the end customers, objectives are related to profitability (i.e., Ordinary
as well as the strengthening of distribution networks consolidated net income with a weight equal to 30%
to further strengthen these latter in view of the of the total), to be achieved within the framework of
increasing weight of renewable sources in the energy adequate financial regulation - measured by the ratio
mix. This strategy is aimed at pursuing also an of operating cash generation to an adequate level of
adequate return on the investments made, in order to debt (i.e., Funds from operations/Consolidated net
maximize the creation of value. financial debt, with a weight of 20% of the total) -
careful about cost rationalization (i.e., Consolidated
The 2024-2026 Strategic Plan of the Group is based
cash cost, with a weight of 20% of the total). Trough
on the following three pillars:
the inclusion of the objective concerning the
• profitability, flexibility and resilience through a Consolidated cash cost, therefore, it was intended to
selective capital allocation aimed at optimizing the enhance with respect to 2023 the importance of
risk/return profile of the Group; achieving greater efficiencies, which are instrumental
• efficiency and effectiveness as drivers of the in strengthening the financial structure at the Group
operations of the Group, based on simplification level and in ensuring at the same time an adequate
of processes, a leaner organization with defined return on investments, with the objective of creating
responsibilities and focus on core geographies, as value for Shareholders. With regard to the ESG
well as cost rationalization in order to maximize performance objectives, first of all, in continuity with
cash generation and offset both inflationary 2023, it was deemed appropriate to maintain the
dynamics and the higher cost of capital; weight of the traditional objective linked to safety at
• financial and environmental sustainability to 20% of the total, in light of the central role that
pursue value creation in addressing the challenges ensuring safety in the workplace continues to play for
of climate change. the Group. Furthermore, considering the importance
of end customers, it has been deemed appropriate to
On the environmental sustainability side, the Group maintain (with a weight that is confirmed with
intends to continue reducing its direct and indirect respect to 2023 of 10% of the total) the performance
greenhouse gas emissions in line with the Paris objective which measures the level of satisfaction of
Agreement and the 1.5°C scenario, as certified by the the same end customers through the annual number
Science Based Targets initiative (SBTi). In particular, of commercial complaints registered in the “core”
the Group confirms its objective to close all Countries of the Group’s presence; with a view to
remaining coal-fired plants by 2027, subject to simplification, with respect to 2023, it was deemed
approval by the relevant authorities. Regarding the appropriate to eliminate the gateway objectives - the
conversion of coal-fired plants, the Group will achievement of which was a condition for the
evaluate the best available technologies, based on the concrete achievement of the above objective -
needs indicated by transmission grid operators. The concerning commercial complaints registered in the
Group also confirms its ambition to achieve zero open commodity market in Italy and the SAIDI
emissions in all Scopes by 2040. (System Average Interruption Duration Index). In
particular, the elimination of the latter gateway
In this context, both short- and long-term strategic objective takes into account the circumstance that its
objectives have been set out and converted into key trend is in fact already reflected in the number of
performance indicators (“KPIs”), in order to allow commercial complaints, since it affects end
their measurement and corrective actions (if needed). customers’ perception of service quality; on the other
The most relevant KPIs have been included into the hand, as far as the gateway objective concerning
performance objectives set for the Chief Executive commercial complaints registered in the open
Officer/General Manager and for Executives with commodity market in Italy is concerned, the critical
strategic responsibilities, thus allowing to ensure the issues (e.g., the management of renewals) that had led
alignment of the managerial action with the business to its introduction have disappeared.
strategy, as well as with the interests of Group’s With regard to the long-term variable remuneration
stakeholders. of the Chief Executive Officer/General Manager
Particularly, the short-term variable remuneration of and top management in general, compared to what is
the Chief Executive Officer/General Manager is provided in the remuneration policy for 2023, the
linked to the achievement of economic-financial objectives concerning Total Shareholders’ Return
(“TSR”), the weight of which has been confirmed to
15
45% of the total, and the differential between ROIC Industrial Commercial GHG “Scope
(Return on Invested Capital) and WACC (Weighted sustainable growth complaints at the 1 and Scope 3”
Group level emissions
Average Cost of Capital), the weight of which has intensity
equally remained unchanged at 30% of the total, have related to
been maintained, in order to emphasize the Group’s
importance of profitability on investments compared Integrated
Power,
to the related cost of capital used. Compared to the associated with
remuneration policy for 2023, the weight of ESG the gateway
performance objectives has also been maintained at objective
25% of the total. In particular, the objective concerning
concerning the GHG “Scope 1” and “Scope 3” GHG “Scope
1” emissions
emissions intensity related to Integrated Power intensity
remained unchanged, with a weight equal to 15% of related to
the total, which covers both direct emissions related Group’s
to electricity generation (i.e., “Scope 1” emissions) Power
Generation
and indirect emissions related to generation of
Safety Percentage of
electricity purchased by the Group and sold to end women
customers (i.e., “Scope 3” emissions). This objective managers and
continues to be associated with a gateway objective middle
related to the intensity of the mentioned Group managers over
the total
“Scope 1” greenhouse gas emissions due to population of
electricity generation. The objective thus structured managers and
is aimed at supporting the achievement of the middle
Strategic Plan 2024-2026 targets related to climate managers
change, thanks to its consistency with a reduction in The remuneration policy of the Chief Executive
emissions aligned with the indications of the Paris Officer/General Manager and Executives with
Agreement. Lastly, the objective linked to gender strategic responsibilities is therefore aimed at
diversity has been maintained with a weight equal to enhancing sustainable performance and achieving
10% of the total, while changing its nature. In strategic priorities.
particular, the new objective concerns the percentage
of women actually present within the entire Such policy is also aimed at attracting, motivating and
managerial population (managers and middle retaining resources who are most qualified to
managers), thus surpassing in an evolutionary successfully manage the company, and promoting
perspective the previous objective adopted in 2023, the company’s mission and values (including safety
as it was achieved and it was focused on the in the workplace).
percentage of women in top management succession The remuneration of non-executive Directors of
plans. This change thus responds to the need to more Enel, in accordance with Recommendation No. 29
concretely measure the Group’s commitment to of the Corporate Governance Code, is related to the
ensuring gender equality, with a focus on increasing expertise, professionalism and efforts requested by
female representation at the managerial level. the tasks assigned to the latter within the Board of
Directors and Board Committees; furthermore, such
remuneration is not linked to the achievement of
Strategic pillar Performance Performance
objectives of objectives of performance objectives.
short-term long-term
variable variable
The remuneration policy for 2024 takes into account
remuneration remuneration the overall policy adopted by the Group for the
remuneration of its employees, which is based on the
Profitability Ordinary ROIC –
consolidated net WACC
central role of people and health and safety at work
income and whose aim is therefore to reinforce Enel’s
Value creation and Total strategy focused on sustainable growth.
return for Shareholders’
shareholders Return In this regard, in 2023 Enel has renewed the Global
Efficiency Consolidated Framework Agreement, entered into in 2013 with the
cash cost Italian federations and the global federations
Financial rigor and Funds from IndustriAll and Public Services International, which
steady financial operations /
structure Consolidated net
is recognized as a benchmark best practice for
financial debt European and non-European multinationals; such
16
document is based on the principles of human rights, Furthermore, in July 2019 Enel entered into the UN’s
labour law and the best and most advanced commitment letter on “just transition”, in order to
transnational industrial relations systems of ensure that new jobs are fair, decent and inclusive.
multinational groups and reference institutions at The Enel Group is also committed to complying
international level, including ILO (International internally and having its suppliers comply with
Labour Organization). In particular, according to the international labour law standards based on ILO
Global Framework Agreement, the minimum guidelines.
remuneration of the Group’s employees cannot be
Enel and the National and European Federations
lower than the one established by the collective
(IndustriAll Europe and European Public Services
bargaining agreements and the legislative treatments
Union) have transferred their consolidated
in force in different Countries, in accordance with
experience of social dialogue to the Sectoral Social
the provisions of the relevant ILO Conventions. In
Dialogue Committee of the electricity sector
addition, Enel recognizes the importance of stable
(established at the European Commission – DG
and reliable employment, adopting and promoting
Employment) regarding the employment impacts
decent working conditions, according to the
that the energy transition and digitalization will entail
definition adopted by the ILO of “productive work”
in the coming years in all European electricity
according to which the latter “provides a fair income,
companies. It should also be noted that, at the
ensures job security and social protection for workers
European level, the Enel’s European Work
and their families, offering people the freedom to
Committee Agreement of 2016, extended in 2022
express their concerns, organize themselves and
and currently under renegotiation, is one of the most
participate in decisions that affect their lives” (ILO
advanced arrangements in the electricity sector in
Recommendation “Employment and Decent Work for
terms of its focus on issues of particular relevance,
Peace and Resilience”, 2017 No. 205). Enel is also
such as health and safety in the workplace, training
committed to taking initiatives to remove any
and the promotion of the principles of diversity and
obstacles to the full realization of equal opportunities
inclusion.
and fair treatment, ensuring together with the Social
Partners that all workplaces are free from The Group, in the different Countries of its presence,
discrimination and harassment. is committed to managing the energy transition by
activating a solid dialogue with labor organizations to
The Group’s human rights Policy provides that the
apply the principles of fair transition vis-à-vis all the
remuneration of employees shall take into
people most directly involved in the change process
consideration the principle of just compensation for
(including local communities, contractor workers
work and equal remuneration between male and
and end customers), particularly in the context of
female workforce for work of equal value, based on
conversion of power plants and industrial sites and
objective evaluation (ILO Convention No. 100).
with a view to a gradual exit from the use of fossil
This Policy also reaffirms that the minimum
fuels.
remuneration of the Group’s employees cannot be
lower than that established by collective agreements During 2022, the Group also signed the “Charter of
and legislative treatments in different Countries, in the Person” with labour organizations in Italy. With
line with the provisions of ILO Conventions. the adoption of this important protocol, there has
been even greater emphasis on the importance of
The Code of Ethics of the Group also provides that
caring for the well-being and integrity of the person
at the time of the establishment of the employment
in a healthy, safe, stimulating and participatory
relationship, each employee shall receive accurate
corporate ecosystem, in which everyone can express
information regarding the characteristics of the
to the fullest his or her potential.
function and duties to be performed, as well as the
regulatory and remuneration elements as regulated by Changes to the remuneration policy for the
the national collective labour agreement. This financial year 2024 compared to the financial
information is presented to the employee so that year 2023
acceptance of the office is based on an effective
During the first months of 2024 the Nomination and
understanding and awareness not only of his or her
Compensation Committee has considered the
duties, but also and especially of his or her rights as
changes to be made to the remuneration policy of the
recognized by collective agreements. Such an
previous year, taking in account: (i) the benchmark
approach, in addition to being the basis for the
analysis carried out by the independent advisor Willis
regularity of agreements, makes it possible to operate
Towers Watson on the competitive positioning of
fairly at all corporate levels and in all geographical
the remuneration treatment for the Chairman of the
realities in which the Group operates. Board of Directors, the Chief Executive
17
Officer/General Manager and non-executive indemnity. In particular, it is provided that the
Directors for the 2023 financial year; (ii) the payment of such indemnity shall take place only in
indications resulting from the favourable vote the case of (i) termination of the directorship
expressed at the Shareholders’ Meeting held on May relationship and/or dismissal in the absence of just
10, 2023 on the 2023 remuneration policy; (iii) the cause pursuant to Article 2119 of the Italian Civil
outcomes of the engagement activities on the Code (“Just Cause”) or (ii) resignation of the person
corporate governance, environmental and social concerned from the directorship and/or executive
issues carried out by the Company in the period relationship as a result of Just Cause. Therefore, in
between the end of the month of January and the light of the changes introduced by the remuneration
beginning of the month of March 2024 with the main policy for 2024, in accordance with the will of the
proxy advisors and some relevant institutional Chief Executive Officer/General Manager himself,
investors in Enel’s share capital; as well as (iv) the this indemnity is no longer due in the event of non-
Recommendations of the Corporate Governance renewal of the directorship upon the expiration of
Code and national and international best practice. the term of office, with the consequent termination
of the executive relationship (6).
In particular, in light of the above-mentioned
benchmark analysis, the outcomes of the Lastly, as mentioned in the Report on the
Shareholders’ Meeting vote and the engagement remuneration policy for 2023 and compensations
activity carried out, it was decided to confirm for paid in 2022 (see paragraph 2.4.7), it should be noted
2024 the level of the remuneration treatments that the insurance policy entered into by Enel in
granted to the Chairman of the Board of Directors, favour of the holder of the same office for the 2020-
to the Chief Executive Officer/General Manager and 2022 term of office (i.e., Francesco Starace) does not
to the non-executive Directors for 2023 financial apply to the Chief Executive Officer/General
year. The examination of the reasoning and the Manager appointed following the Shareholders’
evaluations carried out by the Board of Directors, Meeting on May 10, 2023 (i.e., Flavio Cattaneo), in
upon prior preliminary analysis of the Nomination order to guarantee the latter a pension and
and Compensation Committee, in order to determine contribution treatment of similar scope to that which
the abovementioned remuneration treatments is he would have benefited from, with reference to
described in the following paragraphs 2.3, 2.4 and 2.5 both the fixed and the short-term variable portions
of this report. of the directorship relationship, if that relationship
had been equalized with the executive one.
In the context of the remuneration policy for 2024,
it should also be noted that the Long-Term Incentive Compared to the remuneration policy for 2023
Plan 2024 is characterized by the confirmation of a financial year, the following highlighted changes have
share-based component equal to 150% of the base therefore been made.
amount for the Chief Executive Officer/General
Manager, and to 100% of the base amount for the
Executives with strategic responsibilities, as well as
for first line managers reporting to the Chief
Executive Officer/General Manager who do not
hold that position. It is intended in this way to
continue to maintain the solid alignment of the
interests of the beneficiaries of the Long-Term
Incentive Plan 2024 with those of the Shareholders
in the long term, while at the same time meeting the
need to facilitate the achievement of the objectives
set forth in the Share ownership guidelines (“Share
Ownership Guidelines”) of Enel.
The remuneration policy for 2024 has also
circumscribed - compared to that for 2023 - the
circumstances under which the Chief Executive
Officer/General Manager is granted with severance
(6) It should be noted that the Nomination and Compensation provided for in the remuneration policy for 2023 in the event of
Committee thus intended to incorporate in the remuneration non-renewal of the directorship upon the expiration of the term
policy for 2024 the express waiver, formulated by the Chief of office, with the consequent termination of the executive
Executive Officer/General Manager appointed following the relationship, as indicated in paragraph 3.1 of the second section
Shareholders’ Meeting on May 10, 2023, of the indemnity of this report.
18
2024 Performance Performance
2023 objectives objectives
Remuneration Remuneration
Policy Policy • Enel’s average • Objective and
TSR compared weight
Performance Performance to the average remained
objectives objectives TSR of the unchanged
EUROSTOXX
• Ordinary • Objective Utilities – EMU
consolidated unchanged Index (weight
net income (weight 30%) 45%)
(weight 40%)
• ROIC (7) – • Objective and
• Objective not • Consolidated WACC (8) weight remained
provided cash cost (weight 30%) unchanged
(weight 20%) • GHG “Scope 1 • Objective and
and Scope 3” weight remained
• Funds from • Objective emissions related unchanged
operations/ unchanged to Group
Consolidated (weight 20%) Integrated
net financial Power,
debt (weight associated with
30%) the gateway
objective
• Commercial • Commercial
complaints at concerning
Short-term complaints at
GHG “Scope 1”
the Group level the Group
variable emissions related
associated with level (weight
remuneration for to Group Power
CEO/GM the following unchanged)
Generation
gateway
(weight 15%)
objectives: (i)
SAIDI and (ii) • Percentage of
commercial women in top • Percentage of
LTI Plan for
complaints on management women
CEO/GM and
the open succession plans managers and
ESR
commodities (weight 10%) middle
market in Italy managers over
(weight 10%) the total
population of
• Frequency • Objective and managers and
index of work- weight middle
related remained managers
accidents unchanged (weight
associated with unchanged)
the gateway
objective
represented by LTI plan’s LTI Plan’s
fatal accidents performance scale: performance scale
(weight 20%) for both the
a) CEO/GM: CEO/GM and the
280%, 150%, ESR remained
MBO Plan’s MBO Plan’s 130%, 0%. unchanged.
performance performance scale
scale: 150%, remained b) ESR: 180%,
100%, 50%, 0%. unchanged 150%, 100%,
0%.
Weight of the Weight of the
share-based share-based
component of the component of the
LTI Plan for LTI Plan remained
unchanged
a) CEO/GM:
150% of the base
amount;
b) ESR: 100% of
the base amount.
(7) Return on Invested Capital. (8) Weighted Average Cost of Capital.
19
Method of Method of So-called Insurance policy Policy no longer
disbursement of disbursement of “equalization” aimed at provided for the
the bonus of the the bonus of the policy for the guaranteeing the CEO/GM
LTI Plan LTI Plan CEO/GM CEO/GM in office appointed
(monetary and (monetary and until the following the
share-based share-based Shareholders’ Shareholders’
component): component) Meeting on May Meeting on May
remained 10, 2023 (i.e., 10, 2023 (i.e., Flavio
• 30% in the first unchanged. Francesco Starace) Cattaneo)
financial year a pension and
following the contribution
end of the three- treatment of similar
year scope to that which
performance he would have
period; benefited from,
• 70% in the with reference to
second financial both the fixed and
year following the short-term
the end of the variable portions of
three-year the directorship
performance relationship, if that
period. relationship had
been equalized
Severance Circumstances Circumstances with the executive
Indemnity for under which the under which the one.
the CEO/GM indemnity is indemnity is
granted: granted: 2.2 Right of derogation from the remuneration policy
1) Termination of 1) Circumstance The Company does not intend to avail itself of the
the remained
directorship unchanged possibility provided by Article 123-ter, paragraph 3-
relationship in bis, of the Consolidated Financial Act to temporarily
the absence of derogate from the remuneration policy under
Just Cause exceptional circumstances.
2) Dismissal in 2) Circumstance
the absence of remained 2.3 Chairman of the Board of Directors
Just Cause unchanged
2.3.1 Remuneration structure and pay mix
3) Non-renewal 3) Circumstance
of the deleted The remuneration granted to the Chairman includes:
directorship (i) the base remuneration granted to him on the basis
relationship at of the resolution approved by the ordinary
the expiration
of the term of
Shareholders’ Meeting (pursuant to Article 2389,
office, with the paragraph 1, of the Italian Civil Code, and Article
consequent 23.1 of the corporate bylaws), as member of the
termination of Board of Directors; (ii) the remuneration due and the
the executive attendance fees due for the participation (if any) in
relationship
the Committees established within the same Board
• Resignation of • Circumstance of Directors (pursuant to Article 21.3 of the
the person remained corporate bylaws); as well as (iii) the compensation
concerned from unchanged
the directorship possibly due for being a member of the board of
and/or executive directors of Enel’s non-listed subsidiaries and/or
relationship as a affiliates and/or of non-listed companies or entities
result of Just of interest for the Group, which therefore are waived
Cause.
or repaid to Enel itself. Therefore, the remuneration
paid to the Chairman does not include and, thus, may
be combined with, the compensation possibly due to
the same as member of the boards of directors of
listed Enel’s subsidiaries, taking also into
consideration the burden of the required
commitment and the responsibilities deriving from
such office.
20
The Chairman’s remuneration consists only of a committed to the clear and proven detriment of the
fixed component. Company; (iv) ensure the availability of a company
car also for personal use, in accordance with the
2.3.2 Fixed Remuneration
treatment provided for the Company’s executives;
In defining the amount of the fixed remuneration of and (v) recognise the use of an adequate
the Chairman for 2024 it has been taken into account accommodation in the city of Rome, if the Chairman
both the benchmark analysis carried out by the is not resident there.
independent advisor Willis Towers Watson with
It should be noted that neither the continuation of
reference to the remuneration treatment paid to the
the above-mentioned non-monetary benefits, nor the
non-executive chairpersons of the companies of the
subscription of advisory agreements in favor of the
Peer Group, and the role of Enel’s Chairman within
Chairman for the period following termination of
the corporate governance of a Group which
office, are envisaged.
comprises 11 companies with shares listed in 5
Countries on 3 continents, characterized by 2.4 Chief Executive Officer / General Manager
minorities’ heterogeneity and the presence of a large
2.4.1 Economic treatment of the Chief Executive
number of supervisory authorities.
Officer/General Manager
In particular, the above-mentioned benchmark
In defining the economic treatment of the Chief
analysis on the fixed remuneration of the Chairman
Executive Officer/General Manager for 2024 it was
for 2023, equal to Euro 500,000 gross per year,
first taken into account the benchmark analysis
showed a positioning substantially in line with the
carried out by the independent advisor Willis Towers
third quartile of the Peer Group considering only the
Watson and it was therefore examined the
remuneration paid for this role by the companies
positioning of the remuneration of Enel’s Chief
included in the panel. If, on the other hand, the
Executive Officer/General Manager for the 2023
additional compensation that some companies pay to
financial year compared to the one granted to the
their respective non-executive chairpersons for
Chief Executive Officers of the companies of the
participation in board committees is also considered,
Peer Group, taking into account all its components.
the fixed remuneration of Enel’s Chairman – which
It should be noted that the short- and long-term
does not envisage such additional compensation –
variable remuneration was examined both at target
falls between the median and the third quartile of the
level and at maximum performance level. The
Peer Group.
outcomes of such analysis are provided below.
In consideration of the above and in line with the
Fixed remuneration
opinion issued by Willis Towers Watson, the fixed
remuneration for 2024 granted to the Chairman is The fixed remuneration is positioned between the
confirmed in an amount equal to Euro 500,000 gross median and the third quartile of the Peer Group.
per year, since such remuneration essentially results
Variable remuneration at target level
consistent with Enel’s positioning in terms of
capitalization, turnover and number of employees • The overall annual remuneration at target level
with respect to the companies of the Peer Group. (consisting of fixed remuneration and short-
It should be noted that no discretionary bonuses for term variable remuneration at target level) is
the Chairman are envisaged. between the median and the third quartile of the
Peer Group.
2.3.3 Non-monetary benefits • The Total Direct Compensation Target
The policy on non-monetary benefits provides for (consisting of the fixed remuneration and the
the undertaking of Enel to: (i) enter into a specific short and long-term variable remuneration at
insurance policy to cover the risk of death or target level) is in line with the median of the Peer
permanent disability resulting from injury or disease; Group.
(ii) pay contributions for supplementary health care; Variable remuneration at maximum performance level
(iii) adopt protective measures in the event of judicial
or administrative proceedings related to the office of • The overall annual remuneration at maximum
Chairman, as well as to other offices (if any) held in performance level is slightly below the median
subsidiaries or affiliated companies or in third of the Peer Group.
companies or legal entities (when the office has been • The Total Direct Compensation at maximum
held on behalf of or for the interest of the Group), performance level is slightly below the median
except in cases of wilful misconduct or gross of the Peer Group.
negligence established by final judgment and/or acts
21
The benchmark analysis has therefore shown that the It should be noted that the remuneration of the Chief
overall economic treatment granted to the Chief Executive Officer/General Manager for 2024 allows
Executive Officer/General Manager for 2023 is the pay mix to remain in line with market best
essentially consistent with Enel’s positioning in terms practices. In particular, both the pay mix at target
of capitalization, turnover and number of employees level and the pay mix at the maximum level of
compared to the companies of the Peer Group. performance give the variable component of
Considering the above and in line with the opinion remuneration an overall weight higher than the
issued by Willis Towers Watson, the remuneration average Peer Group benchmarks, referable - in the
policy confirms therefore for 2024 the levels of the case of the pay mix at the maximum performance
economic treatment described below granted to the level - to a significant higher proportion of the long-
Chief Executive Officer/General Manager for 2023. term variable component which is intended to
enhance the pursuit of the priority objective of
2.4.2 Remuneration structure and pay mix sustainable success.
In the organizational structure of the Company in Lastly, it should be noted that no discretionary
place as of the date of this report, the office of Chief bonuses for the Chief Executive Officer/General
Executive Officer and of General Manager is held by Manager are envisaged.
the same person and the economic and legal
treatment applied to him concerns, therefore, both 2.4.3 Fixed remuneration
the directorship and executive relationship. To the The fixed remuneration for the Chief Executive
executive relationship – which shall remain in force Officer/General Manager consists of (i) Euro
for the entire duration of the directorship 450,000 gross per year, as remuneration for the office
relationship and will expire upon its termination – of Chief Executive Officer, and (ii) Euro 1,070,000
both the national collective bargaining agreement of gross per year as remuneration for the office of
executives of companies which produce goods and General Manager, for a total amount equal to Euro
services, and the treatment provided by the 1,520,000 gross per year.
supplementary contracts applicable to Enel’s
executives, apply. 2.4.4 Short-term variable remuneration
The remuneration granted to the Chief Executive The short-term variable remuneration may range
Officer includes the base remuneration granted to from zero up to a maximum of 150% of the base
him on the basis of the resolution approved by the amount (the latter being equal to 100% of the annual
ordinary Shareholders’ Meeting (pursuant to Article fixed remuneration, related to both the executive and
2389, paragraph 1, of the Italian Civil Code, and to the directorship relationship). Therefore, the
Article 23.1 of the corporate bylaws), as member of short-term variable remuneration may reach a
the Board of Directors, and the compensation maximum of Euro 2,280,000 gross per year,
possibly due as member of the boards of directors of depending on the level of achievement of the annual
Enel’s subsidiaries and/or affiliates or in entities of performance objectives. The performance objectives
interest to the Enel Group, which therefore are to which achievement is subject the payment of the
waived or repaid to Enel itself. short-term variable remuneration for the financial
year 2024, and the related weight, are indicated
Therefore, the remuneration of the Chief Executive below:
Officer/General Manager includes, as mentioned
above, (i) a fixed component, (ii) a short-term
variable component and (iii) a long-term variable
component, and is subdivided as below:
22
Performance objective Weight objectives that characterize both the short-term and
Ordinary consolidated net income (9) 30% long-term variable component of the Chief
Executive Officer/General Manager’s remuneration.
Consolidated cash cost (10) 20%
Among other things, on this occasion, the efficiency
Funds from operations/Consolidated net 20% objective that recurred consistently in previous years
financial debt (11) was eliminated in the short-term variable
Commercial complaints at the Group level (12) 10% component, and certain criteria for sterilizing the
Safety – Frequency index of work-related 20%
impact of nonrecurring transactions (with particular
accidents associated with the gateway objective reference to M&A transactions) were modified. In
represented by fatal accidents (13) the remuneration policy for 2024, also as a result of
the end of the extraordinary nature of the context
It should be noted that the performance objectives’ that had led to the introduction of the
component concerning ESG issues has an overall aforementioned changes, the traditional
weight of 30% and, therefore, takes into account the characteristics of both the short-term and long-term
now consolidated attention of the financial variable component of the Managing
community to these matters, with a particular Director/General Manager’s remuneration were
emphasis put in this case on safety in the workplace restored through a normalization of the structure and
and on end-users satisfaction, in view of the role of methods of calculating the economic-financial
these latter in the process of electrification of performance objectives.
consumption. Each performance objective to which the
It should also be noted that the relevance of the disbursement of short-term variable compensation
extraordinary plan to divest assets for over Euro 20 for the 2024 financial year is subject will be measured
billion, presented by Enel’s top management to the on the basis of the performance scale set forth below
financial community in November 2022, led in 2023 (by linear interpolation, except for the objective
to the decision to make some changes with respect related to Safety).
to previous years regarding the structure and the Objective (14) Access Target Over
methods of calculating of the economic-financial threshold
(9) Consolidated ordinary net income is the “Group net income” (13) In defining the performance scale of the objective related to
attributable to core operations only, linked to the Ownership, the frequency index of work-related accidents, the changes in the
Partnership and Stewardship business models. Group’s perimeter already occurred or for which divestment
(10) Consolidated cash cost includes: agreements have already been signed (i.e., signing occurred) or
• Gross Capex related to maintenance (Capex Asset there is a definite expectation of exit from the Group were taken
Management), net of Enel Grids; into account.
• Gross Capex related to customer management and (14) During the final assessment, impacts arising from the
development (Customer Capex), net of Enel Grids; differences due to the evolution of the exchange rate compared
• Gross Capex for growth (Capex Asset Development) related to the budget, changes in the scope of consolidation compared
to the perimeter of the global business line Enel X Global to budget assumptions, the impact of hyperinflation, changes in
Retail (i.e., Enel X and Enel X Way); accounting principles, changes in the dividend policy, and the
impact of extraordinary transactions (disposal and financial
• Operating fixed costs (Opex), net of Enel Grids.
investments), again compared to budget assumptions, will be
(11) The Funds from operations are calculated as the sum of the
neutralized. Any business discontinuities, if not foreseeable, will
cash flows prior to the dividends and extraordinary transactions
be sterilized. During the final assessment, the Nomination and
+ gross capex, while the consolidated net financial debt, net of the
Compensation Committee will also be asked to evaluate the
quota of activities classified as “held for sale” and “discontinued
possible sterilization of any extraordinary events that, in the
operations”, will be calculated taking into account the “Long-
management’s opinion, could have altered the value of the
term loans” and the “Short-term loans and current quotas of
reference KPIs and that will meet the following criteria:
long-term loans”, net of “Cash and cash equivalents” and of
exceptionality, economic or financial relevance, unpredictability,
current and non-current financial assets (financial receivables and
and non-responsibility of the management.
titles not deriving from shareholdings) included in the “Other
With regard to the frequency index of work-related accidents,
current assets” and “Other non-current assets”.
impacts resulting from changes in geographic perimeter and
(12) The “Commercial complaints at the Group level” objective
consolidation scope will be neutralized at the final assessment
measures the number of new commercial complaints received
stage – as of the effective time of such changes – with respect to
during the year normalized per 10,000 customers (defined as
what was anticipated when setting the objective related to Safety.
active supplies/contracts); specifically, this objective is calculated
During the final accounting of the “Commercial complaints at
by summing the commercial complaints received during the year
Group level” objective, impacts resulting from extreme events
and relating them to the average monthly customer base of the
recognized by regulatory bodies, extreme weather events,
individual entities in the Commodity and Beyond B2C perimeter,
potential perimeter changes, significant changes in customer base
multiplied by 10,000. The reference perimeter of this objective
(e.g., extraordinary impacts related to the switching of the
includes the following “core” markets of the Group’s integrated
“greater protection” – i.e. maggior tutela – in Italy) and
presence: Italy (free market only), Iberia (i.e., Spain and Portugal),
extraordinary impacts related to the change of billing systems in
Brazil (Rio de Janeiro and São Paulo), Chile and Colombia.
Spain will be neutralized.
23
Ordinary Euro 6.60 Euro 6.65 Euro 6.80 For each objective, upon the achievement of the
consolidated net billion billion billion access threshold, the disbursement of a sum equal to
income
50% of the base amount is envisaged, while upon the
Consolidated Euro 7.9 Euro 7.7 Euro 7.6
achievement of the target and of the over
cash cost billion billion billion
performance, the disbursement of a sum equal to,
Funds from 25.4% 25.8% 26.2% respectively, 100% and 150% of the base amount
operations/
Consolidated net
(with linear interpolation, except for the objective
financial debt related to Safety) is envisaged, as set forth below. For
Commercial 180/10,000 170/10,000 165/10,000 performances under the access threshold no
complaints at the users users users incentive is provided.
Group level
Safety - Frequency IF 2024 < IF 2024 <=
frequency index index of 0.41 and 0.39 and 150%
of work-related work-related fatal fatal 160%
accidents, accidents accidents in accidents in 140%
associated with (IF) (15) 2024 2024 <= 4 2024 <= 4 120% 100%
the gateway < 0.48 and 100%
objective number of 80%
50%
represented by fatal 60%
fatal accidents accidents in 40%
2024 <= 4 20%
(16) 0%
Access threshold Target Overperformance
% of the incentive on fixed remuneration

As for the performance objective concerning Funds
from operations/Consolidated net financial debt, it Therefore, if, for example:
should be noted that the aforementioned target level
(equal to 25.8%) is lower than the target level in 2023 - all the objectives were to reach the target level,
(equal to 28.9%) as the latter included in both Funds the remuneration disbursable would amount to
from operations and Consolidated net financial debt 100% of the fixed remuneration;
the positive impact of some nonrecurring - the only objective achieved were the Funds from
transactions included in the abovementioned operations/Consolidated net financial debt at a
extraordinary plan to divest assets for over Euro 20 level equal to the access threshold, the
billion. Net of this impact, related to nonrecurring remuneration disbursable would amount to 10%
transactions, the target level for 2024 of this of the fixed remuneration.
performance target would be higher than the target
2.4.5 Long-term variable remuneration
level for 2023.
Long-term variable remuneration is linked to the
With regard to Safety, the gateway-objective
participation in multi-year incentive plans reserved to
concerning fatal accidents and the incentive curve
top management of the Group and may range from
concerning the frequency index of work-related
zero up to a maximum of 280% of the base amount
accidents have been defined on the basis of the same
(the latter being equal to 100% of the annual fixed
criteria adopted last year and maintain the same
remuneration for both the executive relationship and
values, also taking into account the failure to achieve
the directorship relationship). Therefore, the long-
this objective in 2023. However, it should be noted
term variable remuneration can reach a maximum of
that the values of the incentive curve concerning the
Euro 4,256,000 gross per year.
frequency index of work-related accidents have been
pro-formed to take into account the changes in the For 2024, the long-term variable remuneration is
Group’s perimeter that have already occurred in the linked to the participation in the specific Long-Term
meantime or for which divestment agreements have Incentive Plan (“LTI Plan 2024”), which envisages
already been signed (i.e. “signing” occurred) or there that the incentive possibly awarded is disbursed
is a definite expectation of exit from the Group. partly in cash and partly in Enel shares, as illustrated
below.
(15) The frequency index of work-related accidents is calculated .

as the ratio between the number of accidents occurred and the (16) Road events are not included in the count of fatal accidents
total amount of worked hours (Enel + Contractors) expressed in (Enel + contractors).
millions; to this end, only injuries that entail more than 3 days of
absence from work are considered as accidents.
24
Set forth below are the three-year performance Enel’s average Enel’s Enel’s Enel’s
objectives envisaged under LTI Plan 2024, as well as TSR vs TSR TSR TSR
average TSR equal to equal to higher
their relevant weight. of 100% of 110% of than or
EUROSTOXX Index’s Index’s equal to
Performance objective Weight Utilities Index TSR TSR 115% of
- EMU over Index’s
Average TSR (17) Enel vs. average TSR of 45% the three years TSR
EUROSTOXX Utilities Index – EMU (18) in the 2024-2026
3-year period 2024-2026 Target Over I Over II
Multiplier
Cumulative ROIC (19) – WACC (20) for the 3- 30% 130% (25) 150% 280% (26)
year period 2024-2026 (21)
The objective linked to cumulative ROIC-WACC in
GHG “Scope 1 and Scope 3” emissions 15%
intensity related to Group Integrated Power the three years 2024-2026 will be measured on the
(gCO2eq/kWh) in 2026 (22), associated with the basis of the performance scale set forth below (with
gateway objective represented by GHG “Scope linear interpolation). For performances under the
1” emissions intensity related to Group Power target (whose measure is consistent with the
Generation (gCO2eq/kWh) in 2026 (23)
forecasts of the 2024-2026 Strategic Plan), no
Percentage of women managers and middle 10% incentive will be awarded.
managers over the total population of managers
and middle managers at the end of 2026 (24) Cumulative ROIC- ROIC- ROIC-
ROIC- WACC WACC WACC
WACC for equal to equal to higher
The objective related to the TSR will be measured on the three 12.2% 12.5% than or
the basis of the performance scale set forth below years 2024- equal to
(with linear interpolation). For Enel’s average TSR 2026 12.8%
performances under the 100% of the average TSR of Target Over I Over II
Multiplier
EUROSTOXX Utilities Index – EMU, no incentive 130% (25) 150% 280% (26)
will be awarded.
(17) The average Total Shareholders Return (TSR) of Enel and of that according to the management might have affected the value
the EUROSTOXX Utilities Index – EMU is calculated in the of the relevant KPI, will be presented to the Nomination and
three-month period preceding the beginning and the end of the Compensation Committee, in order to allow the latter to assess
performance period (January 1, 2024 – December 31, 2026), in their possible sterilization.
order to sterilize any possible volatility on the market. (22) Integrated Power’s “Scope 1” and “Scope 3” greenhouse gas
(18) Index managed by STOXX Ltd., which includes the most emissions intensity (measured in gCO2eq/kWh) considers both
relevant utilities companies in Euro Area Countries (EMU). As the Group “Scope 1” greenhouse gas emissions (including CO2,
of December 29, 2023, the first 10 companies included in such CH4 and N2O) from electricity generation and the Group “Scope
index were: Iberdrola, Enel, Engie, RWE, E.ON, Veolia 3” greenhouse gas emissions from the generation of electricity
Environnement, EdP, Terna, Redeia Corporation, Endesa. purchased by the Group and sold to end customers.
(19) Return on Invested Capital is calculated as the ratio between: (23) “Scope 1” greenhouse gas emissions intensity related to
(i) NOPAT (i.e., Net Operating Profit After Taxes) defined by Power Generation (measured in gCO2eq/kWh) considers the
deducting the tax effect from the ordinary EBIT (i.e., ordinary Group’s direct emissions (including CO2, CH4 and N2O) from
Operating Profit), determined in turn excluding the items which generation activities in coal, oil and gas and combined cycle
cannot be referred to the ordinary operations, i.e. the capital gains thermoelectric power plants compared to the Group’s
related to asset divestures and the asset write-downs due to production.
impairment considered as extraordinary for the purpose of (24) The percentage of women managers and middle managers
determining the Group ordinary net income (Group Net measures the presence of women in top roles populations and is
Income) and (ii) average NIC (i.e., Net Invested Capital), calculated as the ratio between the number of women managers
calculated in turn as the semi-sum between the figures at the and middle managers and the entire population of managers and
beginning and at the end of the relevant year, after deducting the middle managers. Impacts resulting from changes in geographic
Discontinued Operations and the asset write-downs due to and consolidation perimeter will be neutralized in the final
impairment, sterilized in determining ordinary EBIT. assessment - as of the time of effectiveness of these changes -
(20) Weighted Average Cost of Capital, representative of the compared to what was expected in the target setting phase based
average cost of capital (equity and debt) of Enel, weighted among on data as of December 31, 2023.
the Countries of presence and the businesses and calculated (25) For the beneficiaries of the LTI Plan 2024, other than the
using an internal methodology based on external market Chief Executive Officer/General Manager, it is provided for the
references. disbursement of 100% of the awarded base amount once the
(21) This indicator is calculated as the difference between ROIC target level is reached.
and WACC. For the final assessment, the (positive and negative) (26) For the beneficiaries of the LTI Plan 2024, other than the
impacts arising from variations in the exchange rates, in the Chief Executive Officer/General Manager, it is provided for the
scope of consolidation or in the international accounting disbursement of 180% of the awarded base amount once the
standards, as well from the effects of the hyperinflation, will be second overperformance level is reached.
sterilized. During the final assessment, the extraordinary events
25
With regard to the ROIC - WACC performance intensity related to Group Power Generation in
objective, it should be noted that the difference 2026.
between the values provided for the LTI Plan 2023 GHG GHG GHG GHG
(cumulative target level of the three years 2023 - 2025 “Scope 1” “Scope 1” “Scope 1” “Scope 1”
equal to 14.4%) and those provided for the LTI Plan emissions emissions emissions emissions
2024 (cumulative target level of the three years 2024 intensity intensity intensity intensity
- 2026 equal to 12.2%) is mainly due to a full related to related to related to related to
Group Power Power Power
realignment of the Net Invested Capital (NIC) Power Generation Generation Generation
calculation methodology adopted for the LTI Plan Generation equal to or equal to or equal to or
2024 compared to that already used for the LTI Plan (gCO2eq / lower than lower than lower than
2022, consistently with what mentioned above about kWh) in 125gCO2eq 125gCO2eq 125gCO2eq
2026 / kWh / kWh / kWh
restoring the traditional methods of calculating the (gateway
economic-financial performance objectives of the objective)
variable component of the Chief Executive (27)
Officer/General Manager’s remuneration. Indeed, in GHG GHG GHG GHG
the LTI Plan 2023, the value of goodwill had been “Scope 1 “Scope 1 “Scope 1 “Scope 1
excluded, since the latter could have been and Scope and Scope and Scope and Scope
significantly affected by the extraordinary plan to 3” 3” 3” 3”
emissions emissions emissions emissions
divest assets for over Euro 20 billion, presented by
intensity intensity intensity intensity
Enel’s top management to the financial community related to related to related to related to
in November 2022. At the same time, the differential Group Integrated Integrated Integrated
between ROIC and WACC benefits from an Integrated Power Power Power
improved contribution in terms of operating results Power equal to 135 equal to 132 equal to or
(gCO2eq / gCO2eq/ gCO2eq/ lower than
(i.e., NOPAT - Net Operating Profit After Taxes), kWh) of the kWh kWh 130
only partly offset by an expected increase in the cost Group in gCO2eq/
of capital parameter reflecting the changed capital 2026 (27) kWh
market environment. Target Over I Over II
Multiplier
The objective concerning the GHG “Scope 1 and 130% (25) 150% 280% (26)
Scope 3” emissions intensity related to the Group’s
Integrated Power in 2026 will be measured on the The performance objective concerning the GHG
basis of the performance scale set forth below (with “Scope 1 and Scope 3” emissions intensity related to
linear interpolation). For performances under the Group Integrated Power in 2026 therefore has the
target (whose measure coincides with the one same incentive curve as the LTI Plan 2023. This
indicated in the 2024-2026 Strategic Plan), no objective, in fact, is subject to significant exposure to
incentive will be awarded. In addition, access to this exogenous factors, as the intensity levels of these
objective is subject to the achievement of the gateway emissions depend in part on how the
objective concerning GHG “Scope 1” emissions decarbonization process of the power systems from
which the Group purchases electricity for
(27) In order to neutralise any unforeseeable impacts at the time (C) any increase in GHG emissions at the individual Country
of determination of the “GHG Scope 1 and Scope 3 emissions level attributable to changes in the dynamics of the electricity
intensity related to Group Integrated Power” performance market that cause an unforeseen increase in generation from
objective and the related gateway objective (i.e., “GHG Scope 1 highly emissive plants (specific emissions > 500gCO2eq/kWh)
emissions intensity related to Group Power Generation”), during operated by Enel in order to ensure the safety and stability of
the related final assessment, the following will be sterilised: electricity systems, compared to the hypotheses considered
(A) any negative impact, direct or indirect, related to or resulting during the target setting phase;
from: i) possible new laws, regulations, or without limitation, any (D) any change in the value of the carbon emission coefficient of
decision made by a competent authority or court; ii) the the national electricity system at the year of the target (this is with
modification, revocation and/or shortening of the expiry date of regard to the latest data available from the National Authority or,
concessions, authorisations, licences and/or clearances if unavailable, from a third party at the time of the final
applicable to and/or relating to and/or granted to the Group; assessment of the target) compared to the projections considered
(B) any negative impact related to an event that may require the for the target setting on the basis of third-party figures
Group to change its methodology for calculating the relevant projections;
objective in line with the Sustainability Plan, including, without (E) any negative impact related to extreme weather and climate
limitation, a change in laws, regulations, rules, standards, events (including, without limitation, floods, fires, hurricanes,
guidelines and policies, and/or a significant change in data due snow blizzards, droughts) that directly affect the generation
to improved accessibility of the same or the discovery or capacity of the Group’s renewable assets, including extremely
correction of individual errors or a series of cumulative errors; low hydropower availability compared to historical trends; or
(F) the occurrence of any events of force majeure.
26
subsequent sale to end customers will progress in the commitment to ensuring gender equality, with a
coming years. The gateway objective concerning the particular focus on increasing the number of female
GHG “Scope 1” emissions intensity related to managers and middle managers (who accounted for
Group Power Generation in 2026, on the other hand, 32.5% of the total target population at the end of
is more ambitious than the similar gateway objective 2023).
in the LTI Plan 2023, as the value identified is
Upon the achievement of the target, it is envisaged
consistent with the decarbonization path of power
the disbursement of 130% (25) of the base amount,
generation envisaged for the Group in the Strategic
whereas upon the achievement of an over-
Plan 2024-2026.
performance, it is envisaged the disbursement of a
sum equal to 150% (at Over I level) or to 280% (26)
The objective concerning the percentage of women
(at Over II level) of the base amount with regard to
managers and middle managers over the total
each objective (with linear interpolation), as indicated
population of managers and middle managers at the
here below.
end of 2026 (28) will be measured on the basis of the
performance scale set forth below (with a linear
interpolation). If the performance does not reach the 300%
280%
target, no incentive will be awarded. 250%
200%
Percentage Percentage Percentage Percentage 130%
150%
of women of women of women of women 150%
managers managers managers managers 100%
and middle and middle and middle and middle
managers managers managers managers 50%
over the equal to equal to higher than 0%
total 33.5% 33.75% or equal to Target Overperformance I Overperformance II
population 34.0%
of managers % of the incentive on fixed remuneration
and middle
managers at
the end of
2026 Therefore, if, for example:
Target Over I Over II - all the objectives were to reach the target level,
Multiplier
130% (25) 150% 280% (26) the disbursable remuneration would amount to
130% of the fixed remuneration (and the
It should be noted that the ESG component of the incentive would be awarded entirely in shares, as
performance objectives has a total weight of 25%, specified below);
and therefore takes into account the now - the only objective achieved was the TSR, at a
consolidated attention of the financial community to level equal to the target, the disbursable
these issues, with particular emphasis in this case on remuneration would amount to 58.5% of the
the fight against climate change and gender diversity. fixed remuneration (and the incentive would be
In particular, it should be noted that the performance entirely awarded in shares, as specified below);
objective linked to the fight against climate change is - all the objectives were to reach the Over I level,
aimed at strengthening the link between the long- the disbursable remuneration would amount to
term variable remuneration and the 2024-2026 150% of the fixed remuneration (and the
Strategic Plan, that promotes the implementation of incentive would be awarded entirely in shares, as
a business model sustainable in the long period, specified below);
leveraging the progressive electrification of end-user - all the objectives were to reach the Over II level,
consumption (“Scope 1 and Scope 3” emissions), the the disbursable remuneration would amount to
prerequisite for which is the decarbonization of 280% of the fixed remuneration (and the
electricity generation (“Scope 1” emissions). The incentive would be awarded (i) as for 150% of
performance objective related to gender diversity is the fixed remuneration, in shares, and (ii) as for
aimed at pursuing a greater balance in the presence the other 130%, in cash, as specified below).
of women within the different levels of the
managerial population; in particular, this objective
meets the need to concretely measure the Group’s
(28) Population of managers and middle managers are managers

of Enel and its subsidiaries who hold key and/or coordinating
roles in the organizational model.
27
Incentive disbursement method financial year after the relevant three-year period of
the LTI Plan 2024 performance objectives (“deferred
LTI Plan 2024 envisages an incentive consisting of a
payment”).
share-based component, which may be joined –
depending on the level of achievement of the various
objectives – by a monetary component. Chronology of the LTI Plan 2024
In particular, it is envisaged that a 150% of the base Performance period Disbursement Disbursement
amount is assigned in Enel shares, whose number is of 30% (*) of 70% (*)
determined while awarding the LTI Plan 2024 on the
basis of the arithmetical mean of Enel’s daily VWAP 2024 2025 2026 2027 2028
(29) detected on the Euronext Milan market
organized and managed by Borsa Italiana S.p.A. in (*) In the event of achievement of the performance objectives.
the three-month period preceding the beginning of Clawback and malus
the performance period (i.e., October 1 – December
31, 2023). The share-based component, awarded free The Company is entitled to claim back the variable
of charge, is disbursed, subject and proportionally to remuneration (both short-term and long-term) paid
the achievement of the performance objectives, (i) as (or may withhold any deferred long-term variable
for 30%, in the first financial year following the end remuneration), if such remuneration has been paid or
of the three-year performance period, and (ii) as for calculated on the basis of data which subsequently
the remaining 70%, in the second financial year proved to be clearly erroneous.
following the end of the three-year performance Further information about the LTI Plan 2024
period. Therefore, until 150% of the base amount
(which is equal to 150% of the fixed remuneration) For further information on the LTI Plan 2024, please
is reached, the incentive is entirely disbursed in Enel refer to the Information Document published
shares previously purchased by the Company. It pursuant to Article 84-bis, paragraph 1, of the
should be noted that, although the LTI Plan 2024 Regulation adopted by CONSOB with Resolution
does not provide for a lock-up obligation relating to No. 11971 of May 14, 1999 and available on the
the shares assigned to the generality of the Company’s website (www.enel.com).
beneficiaries, the Chief Executive Officer/General 2.4.6 Rules on the termination of the relationships
Manager is subject to the limits established by the
Share Ownership Guidelines (for which please refer Severance indemnity
to paragraph 2.8 of this report) on the disposal of With the termination of the directorship relationship
Enel shares granted under the Plan itself. and, consequently, of the executive relationship
The monetary component is calculated as the (since the termination as Chief Executive Officer
difference between the amount determined in the triggers the termination of the office of General
final assessment of the Plan – which can reach up to Manager), the Chief Executive Officer/General
280% of the base amount for the Chief Executive Manager is entitled to the payment of a severance
Officer/General Manager – and the proportion of indemnity equal to two years of the fixed component
incentive to be awarded in shares. Even the monetary for each of the two relationships, for an overall
component is to be disbursed, subject and amount of Euro 3,040,000 gross, in line with the
proportionally to the achievement of the provisions of European Commission’s
performance objectives, (i) as for 30%, in the first Recommendation No. 385 of April 30, 2009; such
financial year following the end of the three-year indemnity replaces and derogates the treatments due
performance period, and (ii) as for the remaining pursuant to the law and the national collective
70%, in the second financial year following the end bargaining agreement for executives of companies
of the three-year performance period. which produce goods and services. It is provided that
such indemnity shall be paid only in the event of: (i)
Payment deferral termination of the directorship relationship and/or
dismissal without just cause pursuant to Article 2119
The disbursement of a significant portion of the of the Italian Civil Code (“Just Cause”); or (ii)
long-term variable remuneration (equal to 70% of the resignation of the person in question from the
total for both the share-based and the monetary directorship and/or executive relationship due to a
component) is therefore deferred to the second Just Cause. Thus, it should be noted that, unlike in
(29) Index calculated considering the weighted average price for

the traded volumes, within a trading day, excluding opening and
closing auctions, block trades and market cross trades.
28
the remuneration policy for 2023, and in accordance Brazil, Chile and Colombia. If the Company
with the will of the Chief Executive Officer/General exercises such option right, it will pay to the person
Manager himself, this indemnity is no longer due in in question, within the 15 days following the end of
the event of non-renewal of the directorship the term of the above-mentioned obligations (i.e.,
relationship at the end of the term of office, with the after two years have elapsed since the termination of
consequent termination of the executive relationship the directorship and executive relationships), a
(30). This indemnity will also not be due if, after the consideration equal to two years’ fixed remuneration
termination of the directorship relationship (and the for each of the two relationships (i.e., a total amount
consequent termination of the executive of Euro 3,040,000 gross), which is in addition to the
relationship), the involved person will be hired or consideration already recognized for granting the
appointed in a similar or higher professional position option right. It is envisaged that the breach of the
in a state-owned company. Lastly, no severance non-competition agreement results in the non-
indemnity for the Chief Executive Officer/General payment of the agreed amount or its reimbursement
Manager linked to cases of variation in Enel’s (jointly with the amount paid by the Company as
ownership structures (“change of control”) is consideration for the right to activate the non-
envisaged, also as a result of a takeover bid. competition agreement), whether Enel has learnt of
such breach after the payment. Such breach,
Non-competition agreement
furthermore, triggers the duty to indemnify the
Following the termination of the directorship damage, which amount has been agreed between the
relationship - and, consequently, also of the parties as equal to the double of the total
managerial position - of the Chief Executive consideration of the non-competition agreement
Officer/General Manager, there is the possibility that (without prejudice to the Company’s right to take
a non-competition agreement is activated. action to obtain the exact performance of the
agreement itself).
In particular, it is envisaged that the Chief Executive
Officer/General Manager irrevocably grants the It should be noted that the overall maximum amount
Company, pursuant to Article 1331 of the Italian granted to the Chief Executive Officer/General
Civil Code and for a consideration equal to a gross Manager, in case of occurrence of the circumstances
amount of Euro 500,000 (to be paid in three annual previously illustrated, for i) severance indemnity, ii)
instalments equal to Euro 166,667 gross each), with option right and iii) non-competition agreement is in
the right to activate the agreement itself. It is also any case lower than the two years amount of fixed
provided in this regard that in the event of renewal and short-term variable remuneration (31).
of the office at the expiration of the term of office
Effects caused by the termination of the
(and consequent prosecution of the executive
relationships on short-term variable remuneration
relationship), the option shall be deemed to be
for 2024
remunerated until the new expiration of the term of
office without any further consideration being due in
In the event of termination of the directorship and,
this regard.
therefore, executive relationship (since the
Should the Company exercise such option right, the termination of the office as Chief Executive Officer
person involved undertakes to refrain from engaging also entails the termination of the office as General
in, for a 2-years period of time following the Manager), the short-term variable remuneration is
termination of the directorship and executive conventionally fixed to an extent equal to the average
relationships, regardless of the reason, either of the amounts recognized for the office to the
personally or indirectly through a third party, person concerned over the last two years – or, if it is
individual or entity, any activity, even on an not possible to refer to this period, to the extent of
occasional or gratuitous basis, in competition with – 50% of the maximum amount provided – and is
or in favor of entities that operate in competition determined pro rata temporis (i.e., from January 1, until
with – the Enel Group at the time of the termination the date of termination of the above-mentioned
of the aforesaid relationships across Italy, France, relationships).
Germany, Spain, the United States of America,
(30) It should be noted that the Nomination and Compensation the event of non-renewal of the directorship relationship upon
Committee thus intended to incorporate in the remuneration the expiration of the term of office, with the consequent the
policy for 2024 the express waiver, formulated by the Chief termination of the executive relationship, as indicated in
Executive Officer/General Manager appointed following the paragraph 3.1 of the second section of this report.
General Shareholders’ Meeting on May 10, 2023, of the (31) Considering the incentive paid in case of overperformance
indemnity provided for in the remuneration policy for 2023 in for the quota relating to the short-term variable remuneration.
29
Effects caused by the termination of the rata temporis until the date of termination of the
relationships on the LTI Plan 2024 and on the Long- directorship and/or employment relationship.
Term Incentive Plan 2023
In the event of termination of the directorship
Please find below the regulation of the LTI Plan 2024 relationship of the Chief Executive Officer (and,
and the Long-Term Incentive Plan for 2023 relating therefore, also of the executive relationship as
the Chief Executive Officer/General Manager General Manager) or of termination of the open-
appointed following the Shareholders’ Meeting on ended or fixed-term employment relationship for
May 10, 2023 and the other beneficiaries of these voluntary resignation, without just cause, or
incentive plans in the event of termination or revocation or dismissal for just cause or justified
cancellation of the directorship and/or employment personal reason, the beneficiary of the plan shall lose
relationship, including due to retirement. all rights, with the consequence that the assignment
of the incentive plan shall immediately lose any
(A)Regulation of LTI Plan 2024 and the Long-Term
effectiveness, without any right to compensation or
Incentive Plan 2023 should the achievement of
indemnity whatsoever in favour of the relevant
the performance objectives already be verified
beneficiary.
2.4.7 Non-monetary benefits
relationship of the Chief Executive Officer (and,
therefore, also of the executive relationship as The policy of non-monetary benefits provides that
General Manager) due to expiry of the term of office, Enel undertakes to: (i) enter into a specific insurance
with no simultaneous renewal of the same, as well as policy to cover the risk of death or permanent
in the event of retirement or contractual expiry of disability resulting from an injury or disease; (ii)
fixed-term employment relationships, the accrued adopt protective measures in the event of judicial or
incentive not yet paid shall be disbursed to the administrative proceedings related to the office of
beneficiary. Chief Executive Officer/General Manager, as well as
to the other offices (if any) held in subsidiaries or
affiliated companies or in third companies or legal
relationship of the Chief Executive Officer (and,
entities (when the office has been held on behalf of
therefore, also of the executive relationship as
or for the interest of the Group), except in cases of
General Manager) or of termination of the open-
wilful misconduct or gross negligence established by
ended or fixed-term employment relationship for
final judgment and/or acts committed to the clear
voluntary resignation, without just cause, or
and proven detriment of the Company; and (iii)
revocation or dismissal for just cause or justified
recognise the use of an adequate accommodation in
personal reason, the beneficiary of the plan shall lose
the city of Rome, if the Chief Executive
all rights, with the consequence that the accrued
Officer/General Manager is not resident there.
incentive not yet paid shall be considered
immediately and automatically extinguished, without In line with the treatment granted to the Company’s
any right to compensation or indemnity of any kind executives, it is also envisaged (i) the payment by
in favour of the same beneficiary. Enel of contributions to the supplementary pension
fund and for supplementary health care as well as (ii)
(B) Regulation of the LTI Plan 2024 and the Long-
the availability of a company car, also for personal
Term Incentive Plan 2023 should the
use.
achievement of the performance objectives not
yet be verified It should be noted that neither the continuation of
the above-mentioned non-monetary benefits, nor the
If, before the end of the performance period, the
subscription of advisory agreements in favor of the
termination of the directorship relationship of the
Chief Executive Officer/General Manager for the
Chief Executive Officer occurs (and, therefore, also
period after the termination of office, are envisaged.
the executive relationship as General Manager
terminates) due to the expiry of the mandate with no 2.5 Non-executive Directors
simultaneous renewal of the same, or in the event of
With regard to non-executive Directors, the policy –
retirement or contractual expiry of fixed-term
as indicated in paragraph 2.1 above – provides that
employment relationships, the beneficiary, should
their remuneration consists solely of a fixed
the performance objectives be reached, shall
remuneration (approved by the ordinary
maintain the right to the disbursement of the accrued
Shareholders’ Meeting pursuant to Article 2389,
incentive. It remains understood that, in this case, the
paragraph 1, of the Italian Civil Code, and Article
final assessment of the incentive shall be made pro
23.1 of the corporate bylaws), and, for Directors who
are also members of one or more Committees
30
established within the Board of Directors, of an • amount due for each Euro 1,000
additional amount determined by the latter (pursuant attendance (for all members): per meeting
to Article 21.3 of the corporate bylaws) upon
proposal of the Nomination and Compensation In establishing these remunerations, the Board of
Committee and subject to the opinion of the Board Directors also set a maximum limit to the total
of Statutory Auditors, in line with Recommendation amount that may be paid to each Director for his/her
No. 29 the Corporate Governance Code. participation in the above-mentioned Committees,
providing that such amount may not, under any
The remuneration policy for 2024 has been defined circumstances, exceed the limit of Euro 70,000 gross
taking into account the outcomes of the benchmark per year.
analysis that the independent advisor Willis Towers
Watson carried out with reference to the office of The benchmark analysis carried out by Willis Towers
both non-executive Director and member of one of Watson showed the following positioning for each of
the Committees established within the Board of the Board Committees.
Directors of Enel; in this last respect, it should be
noted that the analysis was carried out by separately Control and Risk Committee
examining the positioning of the remuneration The remuneration of the Chairman falls within the
envisaged for the participation in each of the first quartile of the Peer Group, while that of other
abovementioned Committees with respect to the members of such Committee falls below the first
Peer Group. quartile of the Peer Group (33).
Based on such analysis, the fixed remuneration
Nomination and Compensation Committee
granted to the non-executive Directors for 2023
financial year in relation to the participation in Board The remunerations of the Chairman and of the other
activities, equal to Euro 80,000 gross per year, is on members of such Committee are between the first
the median of the Peer Group (32). quartile and the median of the Peer Group, if both
With regard to the remuneration for participation in committees with nomination responsibilities and
each of the Committees established within the Board committees with compensation responsibilities are
considered within the latter (34).
of Directors (i.e., as of the date of this report, the
Control and Risk Committee, the Nomination and
Related Parties Committee
Compensation Committee, the Related Parties
Committee and the Corporate Governance and The remunerations of the Chairman and the other
Sustainability Committee) for 2023 financial year it members of such Committee fall between the first
was established as follows: quartile and the median of the Peer Group(35).
• gross annual compensation Corporate Governance and Sustainability Committee
for the Chairman of the
Committee: Euro 30,000 The remunerations of the Chairman and of the other
members of such Committee fall between the first
• gross annual compensation quartile and the median of the Peer Group (36).
for the other members of the
Committee: Euro 20,000
(32) The remuneration paid to non-executive Directors for members of such Committee falls slightly above the median of
participation in board work, on the other hand, falls between the the Peer Group. Instead, taking into consideration committees
first quartile and the median of the Peer Group should the with responsibility for compensation and equally taking into
attendance fees recognized by some panel companies during account the attendance fees recognized during 2022 by Enel and
2022 be taken into account. some panel companies, the compensation of the Chairman and
(33) The remuneration of the Chairman of the Control and Risk other members of Enel’s Nomination and Compensation
Committee falls between the first quartile and the median of the Committee fall between the median and third quartile of the Peer
Peer Group, while that of the other members of such Committee Group.
is slightly above the median, if the attendance fees recognized (35) The remuneration of the Chairman and of the other
during 2022 by Enel and some panel companies are also taken members of the Related Parties Committee instead fall below the
into account. first quartile should the attendance fees recognized during 2022
(34) Taking into consideration the committees with nomination by Enel and some panel companies be also taken into account.
responsibilities and also taking into account the attendance fees (36) The remuneration of the Chairman of the Corporate
awarded during 2022 by Enel and some panel companies, the Governance and Sustainability Committee falls on the median of
remuneration of the Chairman of the Nomination and the Peer Group, while that of the members of that Committee
Compensation Committee of Enel falls between the median and falls between the median and the third quartile, should the
the third quartile of the Peer Group, while that of the other
31
Even having found – in view of the outcomes of the Lastly, it should be noted that no discretionary
benchmark analyses and taking into account the bonuses for the members of the Board of Statutory
indications of the Italian Corporate Governance Auditors are envisaged in relation to the performance
Code – the existence of the conditions to proceed to of their activities; furthermore, neither non-monetary
the drafting of a proposal for an increase in the benefits, nor the conclusion of advisory agreements
remuneration of the non-executive Directors, in their favour for the period after the termination of
especially with regard to the participation in the office are envisaged.
Board Committees, the Nomination and
2.7 Executives with strategic responsibilities
Compensation Committee has lastly deemed to
abstain from making said proposal to the Board of 2.7.1 Remuneration structure and pay mix
Directors, reserving however the right to evaluate its
With regard to the Executives with strategic
elaboration during the term.
responsibilities, the remuneration policy provides
Therefore, it has been deemed appropriate to that the related compensation structure consists of (i)
maintain unchanged also for 2024 the above- a fixed component, (ii) a short-term variable
mentioned structure of compensation for the component and (iii) a long-term variable component,
participation of non-executive Directors both in as subdivided below:
board activities and in those of the Committees set
up within the Board of Directors.
Lastly, it should be noted that no discretionary
bonuses for non-executive Directors are envisaged in
relation to their participation in the activities of the
Board and/or Board Committees; furthermore,
neither non-monetary benefits, nor the conclusion of
advisory agreements in their favour for the period
after the termination of office are envisaged.
2.6 Members of the Board of Statutory Auditors
The Shareholders’ Meeting of May 19, 2022, in
electing the members of the Board of Statutory
Auditors for the 2022-2024 mandate, has determined 2.7.2 Fixed remuneration
as follows the related remuneration pursuant to
Article 2402 of the Italian Civil Code and Article 25.1 The fixed remuneration (RAL) of the Executives
of the corporate bylaws: with strategic responsibilities is aimed at adequately
remunerating the skills and expertise that are
• gross annual remuneration for the Chairman of distinctive and necessary for purposes of performing
the Board of Statutory Auditors: Euro 85,000; the office assigned, the scope of responsibilities, and
the overall contribution provided in order to achieve
• gross annual remuneration for the other regular
business results.
Statutory Auditors: Euro 75,000.
It should be noted that, during the preparation of the 2.7.3 Short-term variable remuneration
remuneration policy for 2024, the Board of Statutory The short-term variable remuneration of the
Auditors – also taking into account the Executives with strategic responsibilities is aimed at
recommendations set forth by the Corporate remunerating the performance from a merit and
Governance Code in this regard – requested the
sustainability standpoint. This remuneration is paid
independent advisor Willis Towers Watson to carry to the Executives with strategic responsibilities,
out a further benchmark analysis in order to ensure based on assignments and responsibilities for each of
the adequacy of the above-mentioned remuneration. them and it represents, in average, at the target level,
The outcomes of this analysis are provided in the 36% of the fixed remuneration. The short-term
Report of the Board of Statutory Auditors to the variable component is granted subject to the
Shareholders’ Meeting called for the approval of the achievement of objective and specific annual targets,
2023 financial statements, drafted in accordance with related to the strategic plan and jointly identified by
Article 153 of the Consolidated Financial Act and the Administration, Finance and Control Function
concerning the supervisory activities carried out.
and the People and Organization Function. Such
attendance fees recognized during 2022 by Enel and some panel

companies be also taken into account.
32
targets include (i) economic-financial targets, remuneration would amount to 31.5% of the
consistent with the strategic targets of the Group as fixed remuneration (and the incentive would be
a whole and of the individual Functions / Business entirely disbursed in shares, as illustrated below);
Lines (e.g.: ordinary consolidated net income and the - all the objectives were to reach the Over I level,
reduction of operating expenses, as well as the the disbursable remuneration would amount to
assignment of specific targets for the individual 105% of the fixed remuneration (and the
Functions / Business Lines, and (ii) technical and/or incentive would be awarded (i) as for 70% of the
project-based targets. fixed remuneration, in shares and (ii) as for the
In particular, the performance objectives to which remaining 35%, in cash, as illustrated below);
the disbursement of the Chief Executive - all the objectives were to reach the Over II level,
Officer/General Manager’s short-term variable the disbursable remuneration would amount to
remuneration is subject are also generally assigned, 126% of the fixed remuneration (and the
according to a top-down approach, to the Executives incentive would be disbursed (i) as for 70% of
with strategic responsibilities. However, the fixed remuneration, in shares and (ii) as for the
assignment of these objectives and the scope of each remaining 56%, in cash, as illustrated below).
of them take into account the specific tasks and Please note that the performance objectives of some
responsibilities of the Executives with strategic managers (and, therefore, also of Executive with
responsibilities. In this regard, it should be noted that strategic responsibilities) are different from Enel’s
in 2023, the performance objectives assigned to the performance targets, in order to ensure the
latter were consistent with those assigned to the compliance with the applicable laws and to take in
Chief Executive Officer/General Manager to the account the relevant activities carried out.
extent of 63%; the remaining 37% of the
performance objective, on the other hand, concerned Incentive disbursement methods
specific activities identified on the basis of the role LTI Plan 2024 envisages for all its beneficiaries (and
held by those concerned. therefore even for the Executives with strategic
With reference to the measurement of the short-term responsibilities) an incentive consisting of a share-
variable remuneration (MBO), it should be noted based component, which may be joined – depending
that it may concretely vary, according to the level of on the level of achievement of the objectives – by a
achievement of each performance objectives, from a monetary component.
minimum level (equal to 80% of the target level, In particular, for Executives with strategic
below which the bonus is set to zero) up to a responsibilities, it is envisaged that 100% of the base
maximum level (predetermined and linked to the amount is assigned in Enel shares, whose number is
event of overperformance connected to the determined while awarding the LTI Plan 2024 on the
objectives assigned, equal to 150% of the target level) basis of the arithmetical mean of Enel’s daily VWAP
which is different depending on the specific contests detected on the Euronext Milan market organized
and on the business in which the Group is operating. and managed by Borsa Italiana S.p.A. in the three-
month period preceding the beginning of the
2.7.4 Long-term variable remuneration performance period (i.e., October 1 – December 31,
The long-term variable remuneration consists of the 2023). The share-based component, awarded free of
participation in the LTI Plan 2024, which is described charge, is disbursed, subject and proportionally to the
in detail in paragraph 2.4.5 of this report and may achievement of the performance objectives, (i) as for
range from zero up to a maximum of 126% of the 30%, in the first financial year following the end of
annual fixed remuneration of Executives with the three-year performance period, and (ii) as for the
strategic responsibilities, based upon the level of remaining 70%, in the second financial year
achievement of the three-year performance following the end of the three-year performance
objectives characterizing the Plan. period. For Executives with strategic responsibilities,
until 100% of the base amount (which is equal to70%
Therefore, if, for example: of the fixed remuneration) is reached, the incentive is
- all the objectives were to reach the target level, entirely awarded in Enel shares previously purchased
the disbursable remuneration would amount to by the Company. It should be noted that, although
70% of the fixed remuneration (and the the LTI Plan 2024 does not provide for a lock-up
incentive would be awarded entirely in shares, as obligation related to the shares awarded, Executives
illustrated below); with strategic responsibilities are subject to the limits
established by the Share Ownership Guidelines (for
- the only objective achieved was the TSR, at a
level equal to the target, the disbursable which please refer to paragraph 2.8 of this report) on
33
the disposal of Enel shares granted under the Plan Usually, for Executives with strategic responsibilities,
itself. in the event of termination of the employment
relationship, no additional indemnities or payments
The monetary component is calculated as the
are due other than those resulting from the
difference between the amount determined in the
application of the (national and corporate) collective
final assessment of the Plan – which can reach up to
bargaining agreements, without prejudice to previous
180% of the base amount for beneficiaries other than
individual agreements still in force as of the date of
the Chief Executive Officer/General Manager – and
this report.
the proportion of the incentive to be disbursed in
shares. Even the monetary component is to be In particular, Italian law and the Italian collective
disbursed, subject and proportionally to the bargaining agreement for executives of companies
achievement of the performance objectives, (i) as for producing goods and services provide that open-
30%, in the first financial year following the end of ended agreements cannot be terminated by the
the three-year performance period, and (ii) as for the employer – unless there is a just cause – without a
remaining 70%, in the second financial year notice period up to a maximum of 12 months, whose
following the end of the three-year performance measure is identified according to the years of
period. seniority in the company.
In the event of termination of the employment
Payment deferral
relationship upon the Company’s initiative and
The payment of a significant portion of the long- without the application of the notice period, an
term variable remuneration (equal to 70% of the total indemnity in substitution of the notice for a
for both the share-based and the monetary maximum of 12 monthly payments is envisaged, still
component) is therefore deferred to the second calculated depending on the years of seniority in the
financial year after the relevant three-years period of company. The method of calculating such monthly
the objectives of the LTI Plan 2024 (“deferred payments adds to the fixed remuneration the fringe
payment”). benefits and the average short-term variable
remuneration paid in the last three years. In the event
Chronology of the LTI Plan 2024 that the executive resigns, the obligations related to
the notice are reduced to one third.
Performance period Disbursement Disbursement
of 30% (*) of 70% (*) In the event of termination of the employment
relationship by the initiative of the Company and
where a dedicated arbitration board recognizes that
2024 2025 2026 2027 2028 the termination is unjustified, accepting the appeal
(*) In the event of achievement of the performance objectives. presented by the executive, an additional indemnity
on contractual termination of employment
Clawback and malus clause obligations between 4 and 24 monthly payments (still
The Company is entitled to claim back the variable depending on the seniority) is envisaged, calculated
remuneration (both short-term and long-term) paid according to the same procedures described for the
(or may withhold any deferred long-term variable notice.
remuneration), if such remuneration has been paid or Effects caused by the termination of the relationship
calculated on the basis of data which subsequently on short-term variable remuneration for 2024
proved to be clearly erroneous.
Short-term variable remuneration for 2024 shall be
Further information about the LTI Plan 2024 paid to the beneficiary provided that, at the time of
For further information on the LTI Plan 2024, please the relevant payment, the employment relationship
refer to the Information Document published has not been terminated, unless otherwise agreed
pursuant to Article 84-bis, paragraph 1, of the between the parties at the time of the termination.
Regulation adopted by CONSOB with Resolution Should the termination of the employment
No. 11971 of May 14, 1999 and available on the relationship be caused by disciplinary dismissal or
Company’s website (www.enel.com). dismissal for just cause, the beneficiary shall also no
longer be entitled to the right to the short-term
variable remuneration already paid in the calendar
2.7.5 Rules on termination of the relationship year in which the disciplinary proceedings began, or
Measures in the event of termination of the the dismissal was completed. The short-term variable
employment relationship remuneration already paid shall, therefore, be
34
returned or recovered, also by offsetting it against the period after the termination of the employment
compensation due at the time of the termination of relationship, are envisaged.
the employment relationship, without prejudice to
2.8 Share Ownership Guidelines
the potential re-allocation following the outcome of
a final judgment declaring the unlawfulness of the During 2023 Enel has adopted specific share
dismissal. ownership Guidelines (“Share Ownership
Guidelines”), intended to ensure the achievement
Effects caused by the termination of the relationship and maintenance over time of a minimum level of
on the LTI Plan 2024 and on the other Long-Term share ownership by the Chief Executive Officer and
Incentive Plans in force Executives with strategic responsibilities; these
Guidelines have been prepared following a careful
For an overview of the regulation governing the LTI
analysis of best practices applied nationally and
Plan 2024 and the Long-Term Incentive Plan for
internationally, also assessed in light of the structure
2023 applicable to the Directors with strategic
of the variable remuneration systems underlying
responsibilities (as well as to the other beneficiaries)
these policies.
in the event of termination or cancellation of the
employment relationship, including retirement, The Share Ownership Guidelines are intended to
please refer to paragraph 2.4.6 of this report. foster the alignment of the interests of the recipients
with those of the generality of Shareholders over a
The same regulation applies with respect to
long-term horizon, further incentivizing the
Executives with strategic responsibilities (as for to
commitment of the same recipients to the
the other beneficiaries) also with reference to the
achievement of the strategic objectives of the
following long-term incentive plans: (i) with respect
Company and the Group.
to the regulation set forth in letter (A) of the
aforementioned paragraph 2.4.6 - referring to the The Share Ownership Guidelines require that, within
hypothesis that the achievement of the performance a maximum time frame of five years, (i) the Chief
objectives has been verified - it also applies to the Executive Officer of Enel achieves and maintains
Long-Term Incentive Plans for 2020, 2021 and 2022; during his term of office the ownership of a number
(ii) with regard to the regulation referred to in letter of Enel shares whose equivalent value is at least
(B) of the aforementioned paragraph 2.4.6 - referring 200% of the gross fixed annual remuneration,
to the hypothesis that the achievement of the including that which he/she may be entitled to as
performance objectives has not yet been verified - it General Manager, if he/she simultaneously holds
also applies to the Long-Term Incentive Plan for such office, and (ii) the Executives with strategic
2022. responsibilities achieve and maintain, as long as they
hold such office, the ownership of a number of Enel
Non-competition agreements
shares whose equivalent value is at least equal to
Non-competition agreements are not usually 100% of the gross fixed annual remuneration.
envisaged in the event of termination of the
As a matter of principle, the beneficiaries of the
employment relationship, notwithstanding prior
Share Ownership Guidelines must refrain from
individual agreements still in force at the date of this
disposing of the Enel shares awarded to them under
report.
the incentive plans adopted by the Company: (i) until
they have reached the minimum level of share
2.7.6 Non-monetary benefits
ownership provided for; as well as (ii) once they have
The non-monetary benefits policy envisages: (i) the reached the minimum level of share ownership
assignment of a company car also for personal use; provided for, in the event that the disposal of the
(ii) the entering into insurance policies to cover the Enel shares indicated above results in the failure to
risk of death or permanent disability resulting from reach this minimum level.
injury or disease; (iii) the payment by Enel of
The Share Ownership Guidelines provide for a
contributions for the supplementary pension fund
specific regulation that ensures the periodic
and for the supplementary healthcare in accordance
with the terms set out in the applicable employment monitoring of its implementation by the Board
Committee dealing with remuneration. Pursuant to
contract.
these guidelines, each beneficiary reports annually to
It should be noted that neither the continuation of the People and Organization Function the number
the above-mentioned non-monetary benefits, nor the of Enel shares held as of December 31 of the
conclusion of advisory agreements in favour of previous year, indicating the related equivalent value
Directors with strategic responsibilities for the calculated on the basis of the criteria established in
35
the same policy. Taking into account the
communications received, the competent Board
Committee verifies by March of each year the level
of share ownership achieved by each of the
beneficiaries and its consistency with the overall
objective of the Share Ownership Guidelines.
Following the verifications thus carried out, the state
of alignment with the overall objective of the policy
is subject to individual communication to each of the
beneficiaries by the People and Organization
Function and to public disclosure as part of the
report on remuneration policy and compensations
paid.
In this latter regard, it should be noted that the level
of share ownership achieved by the Chief Executive
Officer and Executives with strategic responsibilities
as of December 31, 2023, is indicated in paragraph
3.1 of the second section of this report.
36
SECTION II: REPRESENTATION OF ITEMS WHICH COMPRISE THE
REMUNERATION AND COMPENSATIONS PAID DURING 2023 FINANCIAL
YEAR
• Fixed Remuneration
3.1 Compensations referred to 2023 financial year The fixed remuneration of the Chairman of the Board of Directors and of the
Please find here below detailed information on the compensation – determined Chief Executive Officer/General Manager appointed following the
on an accrual basis – due for 2023 financial year to the members of the Board of Shareholders’ Meeting held on May 10, 2023 has been approved (pursuant to
Directors and of the Board of Statutory Auditors, to the General Manager and Article 2389, paragraph 3, of the Italian Civil Code, and Article 23.2 of the
to the Executives with strategic responsibilities. These compensations have been corporate bylaws), by the Board of Directors, upon proposal submitted by the
determined in compliance with the remuneration policy relating to the same 2023 Nomination and Compensation Committee, subject to the opinion of the Board
financial year, approved with binding vote by the ordinary Shareholders’ Meeting of Statutory Auditors. Such remuneration absorbs the base compensation
held on May 10, 2023. In establishing how to implement such policy, the assigned to the persons involved, on the basis of the resolution of the said
Company has also taken into account the wide appreciation shown by Shareholders’ Meeting (pursuant to Article 2389, paragraph 1, of the Italian Civil
Shareholders for the contents of the second section of the Report on the Code and Article 23.1 of the corporate bylaws), in their capacity as members of
remuneration policy for 2023 and compensations paid in 2022 during the same the Board of Directors.
ordinary Shareholders’ Meeting of May 10, 2023, when approximately 98% of The compensation of non-executive Directors appointed by the Shareholders’
the voting share capital represented therein expressed a non-binding vote in Meeting held on May 10, 2023 has been resolved by the latter (pursuant to Article
favor in this regard. 2389, paragraph 1, of the Italian Civil Code, and Article 23.1 of the corporate
The economic treatment for those who have served as Chairman of the Board bylaws) as well as, for the Directors who are also members of one or more Board
of Directors during 2023 includes the remunerations and the attendance fees for Committees, by the Board of Directors (pursuant to Article 21.3 of the corporate
their possible participation in the committees established within the Board of bylaws) upon proposal of the Nomination and Compensation Committee and
Directors of the Company, as well as the remuneration possibly due to them as heard the opinion of the Board of Statutory Auditors.
a member, on behalf and upon instruction of Enel, of the boards of directors of • Short-term variable remuneration
Enel’s non-listed subsidiaries and/or affiliated companies and/or non-listed The Board of Directors, upon proposal of the Nomination and Compensation
companies or entities of interest for the Enel Group, that thus shall be waived Committee, has verified the achievement by the Chief Executive
or repaid to Enel itself. Thus, the remuneration due to those who have served as Officer/General Manager appointed following the Shareholders’ Meeting held
Chairman of the Board of Directors during 2023 does not include and, therefore, on May 10, 2023 (i.e., Flavio Cattaneo) of a level equal to about 80 points out of
may be combined with, the compensation possibly due to the same as members 100 on the performance scale used to set the amount of short-term variable
of the boards of directors of Enel’s listed subsidiaries, in consideration of the remuneration, that is equal to about 120% of the fixed remuneration, in
burden of the required commitment and the responsibilities deriving from such compliance with the remuneration policy for 2023 (see paragraph 2.4.4 of the
offices (if any). Report on the remuneration policy for 2023 and compensations paid in 2022).
The economic treatment for those who have served as Chief Executive The amount of the short-term variable remuneration component is determined
Officer/General Manager during 2023 includes the compensations (if any) due pro rata temporis (namely, starting from May 12, 2023 – date of appointment as
to them for taking, on behalf and upon instruction of the Company, corporate Chief Executive Officer/General Manager of the Company - until December 31,
offices in Enel’s subsidiaries and/or affiliated companies or in entities of interest 2023).
for Enel Group, that thus shall be waived or repaid to Enel itself.
37
The chart below indicates the level of achievement of each performance
objective.
Performance objectives assigned to the

Chief Executive Officer/General Maximum score Points assigned
Manager
Ordinary consolidated net income 40 40

Funds from operations/Consolidated net 30 30
financial debt
Commercial complaints at the Group 10 10
level, associated with the following
gateway objectives: (i) System Average
Interruption Duration Index - SAIDI and
(ii) commercial complaints on the open
commodity market in Italy
Safety - Work-related accident frequency 20 0
index associated with the gateway
objective represented by fatal accidents
80% of the maximum short-term

Total assessment variable remuneration (equal to about
120% of the fixed remuneration)
In the table below are illustrated, for each performance objective, the exact values
set for the different levels of the performance scale and the relative final
assessment, as well as the pay-out associated to each level.
38
Access
Performance objectives Access Maximum Achieved Maximum
Target objective threshold Target payout Achieved payout
assigned to the CEO/GM threshold objective performance payout
payout
Ordinary consolidated net

6,070 €Mln 6,200 €Mln 6,260 €Mln 6,534 € Mln (*) 20% 40% 60% 60%
income
Funds from operations/

Consolidated net financial 28.0% 28.9% 29.2% 30.1% (**) 15% 30% 45% 45%
debt
SAIDI: <=144 SAIDI: <=144 SAIDI: <=144 SAIDI: 141.6

minutes minutes minutes minutes
Commercial complaints at Commercial Commercial Commercial Commercial

the Group level, associated complaints on the complaints on the complaints on the complaints on the
with the following gateway open commodity open commodity open commodity open commodity
objectives: (i) System market in Italy: market in Italy: market in Italy: market in Italy:
Average Interruption <=150/10,000 <=150/10,000 <=150/10,000 109/10,000 5% 10% 15% 15%
Duration Index – SAIDI and customers customers customers customers
(ii) commercial complaints
on the open commodity Commercial Commercial Commercial Commercial
market in Italy complaints at the complaints at the complaints at the complaints at the
Group level: Group level: Group level: Group level:
215/10,000 200/10,000 195/10,000 177/10,000
customers customers customers customers
Work-related
Work-related
accident
Safety - Work-related accident
FI 2023 <0.36 FI 2023 <0.34 frequency index
accident frequency index frequency index
and fatal and fatal (FI) 2023: 0.49
associated with the gateway (FI) 2023 < 0.43 10% 20% 30% 0%
accidents 2023 accidents 2023 (***)
objective represented by and fatal
<= 4 <= 4
fatal accidents accidents 2023
Fatal accidents
<= 4
2023: 11
Total Payout 50% 100% 150% 120%
(*) In application of the rules established for the final assessment of the various objectives concerning the short-term variable remuneration of the Chief Executive Officer/General Manager, the ordinary
consolidated net income for 2023 (equal to Euro 6,508 million) has been adjusted to take into account the evolution of exchange rates compared to the budget and the Argentine hyperinflation (Euro +26
million).
39
(**) In application of the regulation established for the final assessment of the various objectives concerning the short-term variable remuneration of the Chief Executive Officer/General Manager, the Funds
from Operations have been adjusted by Euro +0.57 billion and the Net financial debt has been adjusted by Euro +1.07 billion to take into account the evolution of exchange rates compared to the budget
and the Argentine hyperinflation. Funds from Operations were also adjusted by Euro +1.83 billion to take into account the impact of the cancellation of the transaction concerning the appreciation of Long
Term Gas Contracts in Iberia.
(***) In implementation of the rules established for the final assessment of the several objectives concerning the short-term variable remuneration of the Chief Executive Officer/General Manager, the final
figure of the Safety objective for 2023 has been adjusted from 0.50 to 0.49 (with a reduction of 2.3%) in order to neutralise the impact of changes in the geographical and consolidation perimeter during the
year, which led to a reduction of worked hours greater than the amount forecasted during the definition of the said objective. In this regard, it should be noted that the year 2023 was characterised by a major
organisational discontinuity, both as a result of the divestment plan promoted by Enel Group, due to which some countries were no longer included in the perimeter where the Group itself was previously
present, and of the return of working methods more similar to those before the COVID-19 pandemic, with a greater attendance in the office and a consequent increase in the risk of accidents (although not
serious). In particular, the change of the geographical and consolidation perimeter had a negative impact on the work accident frequency rate, resulting in, on one hand, a reduction of worked hours (-10%
compared to 2022) and, on the other hand, an increase in the number of accidents - albeit limited thanks to the timely adoption of targeted action plans by the management - due to a climate of uncertainty
and concern recorded in the Countries subject to divestment processes. Contextualising the 11 fatal accidents in 2023 with respect to the volume of assets managed (Enel + contractors), there were 0.029
fatal accidents per million worked hours and, despite the negative effects of divestments, serious accidents (i.e., fatal accidents, so-called Life Changing accidents, which have permanent consequences on the
life of the injured person, and so-called High Potential accidents, i.e. which due to their dynamics could have resulted in death or lead to permanent consequences for the injured person) are below the average
of the last 3 years and comparable to the values recorded in 2022. The discontinuity in the modalities of work due to the overcoming of COVID-19 pandemic, , led to an increase in accidents with low
potential (i.e. less serious events with minimal impact on worker safety). In the latter regard, even less serious accidents, despite the increase in 2023, were significantly lower than in 2019 (-19%), which was
the last comparable year in terms of office-based modalities of work.
In accordance with the provisions of the remuneration policy for 2023 (see for the individual Functions/Business Line) and (ii) technical and/or project-
section 2.4.6 of the Report on the remuneration policy for 2023 and based targets.
compensations paid in 2022), the Chief Executive Officer/General Manager in
The level of achievement of the performance objectives assigned to the
office until the Shareholders’ Meeting held on May 10, 2023 (i.e, Francesco
Executives with strategic responsibilities has resulted in average equal to 82
Starace), on the other hand, accrued short-term variable remuneration
points out of a maximum of 100 on the performance scale used to determine the
conventionally set at an amount equal to the average of the amounts recognized
amount of short-term variable remuneration, corresponding to 36% of the
to him for the office over the last two years; this remuneration has been
average fixed remuneration. In this regard, it should be noted that the average
determined pro rata temporis (i.e. from January 1, 2023 until May 10, 2023, date of
level of achievement of the: (i) economic-financial targets, was equal to a score
termination of the directorship and executive relationship of the person
of 10 out of a maximum of 10; (ii) of the remaining targets (including technical
concerned).
and/or project and/or sustainability targets) was equal to a score of 6 out of a
With regard to those who have served as Chairman of the Board of Directors maximum of 10.
during 2023 (i.e., Michele Crisostomo e Paolo Scaroni), no short-term variable
remuneration is envisaged.
The short-term variable component of the remuneration of the Executives with
strategic responsibilities has been recognized subject to the achievement of
objective and specific annual performance targets related to the 2023-2025
Strategic Plan. These targets include inter alia (i) economic-financial targets,
consistent with the strategic objectives of the Group as a whole and of the
individual Functions/Business Lines (e.g. ordinary consolidated net income and
reduction in operating expenses, as well as the assignment of specific objectives
40
• Long-term variable remuneration of the base amount awarded to Executives with strategic responsibilities in
relation to the Plan itself, in accordance with the provisions of the remuneration
The Board of Directors, upon proposal of the Nomination and Compensation policy for 2021 (see paragraphs 2.4.5 and 2.7.4 of the Report on the remuneration
Committee, has verified the achievement, in the level specified in the table below, policy for 2021 and compensations paid in 2020). The amount of the
of the performance targets provided for by the long-term incentive Plan 2021 in remuneration accrued by the Chief Executive Officer/General Manager in office
which were involved both the Chief Executive Officer/General Manager in until the Shareholders’ Meeting held on May 10, 2023 (i.e., Francesco Starace)
office until the Shareholders’ Meeting held on May 10, 2023 (i.e., Francesco was determined pro rata temporis (i.e., from January 1, 2021 until May 10, 2023,
Starace) and the Executives with strategic responsibilities, and has therefore date of termination of the directorship and executive relationship of the person
provided for the disbursement, respectively, of 35.93% of the base amount concerned).
awarded to the said Chief Executive Officer/General Manager, and of 25.60%
Performance objectives
assigned to the Target Achieved
I Over objective II Over objective Target payout I Over payout II Over payout Achieved payout
beneficiaries of the LTI objective performance
Plan 2021 (CEO/GM)
Average Enel TSR vs
average TSR of
Underperformance
EUROSTOXX Utilities 100% 110% 115% 65% 75% 140% 0%
(*)
Index – EMU over the
three years 2021-2023
Cumulative return on
average capital employed
34.4% 34.9% 35.4% 34.3% 32.5% 37.5% 70% 0%
(ROACE) over the three
years 2021-2023
Consolidated net installed
capacity from renewable
sources / Total 64.3% 64.4% 64.6% 68.2% 13% 15% 28% 28%
consolidated net installed
capacity at the end of 2023
GHG Scope 1 emissions
(data in gCO2eq/kWheq) in 148 144 140 163 (**) 13% 15% 28% 0%
2023
Percentage of women in
management succession 45% 47% 50% 47.2% 6.5% 7.5% 14% 7.93%
plans at the end of 2023
Total Payout 130% 150% 280% 35.93%
(*) It should be noted that during the three-year period 2021-2023 Enel’s average TSR was -5.82%, while the average TSR of the EUROSTOXX Utilities - UEM Index was +16.37%.
(**) Pursuant to the rules set for the final assessment of such objective concerning long-term variable remuneration, the result concerning Enel Group’s CO2 emissions in 2023 (amounting to 166
gCO2eq/kWheq) has been adjusted to take into account the delay in the shutdown of some thermoelectric power plants compared to the planned schedule (-3gCO2eq/kWheq), imposed by provisions of the
competent authorities.
41
Performance
objectives assigned
to the beneficiaries
Achieved
of the LTI Plan Target objective I Over objective II Over objective Target payout I Over payout II Over payout Achieved payout
performance
2021 (Executives
with strategic
responsibilities)
Average Enel TSR
vs average TSR of
EUROSTOXX Underperformance
100% 110% 115% 50% 75% 90% 0%
Utilities Index – (*)
EMU over the three
years 2021-2023
Cumulative return
on average capital
employed (ROACE) 34.4% 34.9% 35.4% 34.3% 25% 37.5% 45% 0%
over the three years
2021-2023
Consolidated net
installed capacity
from renewable
sources / Total 64.3% 64.4% 64.6% 68.2% 10% 15% 18% 18%
consolidated net
installed capacity at
the end of 2023
GHG Scope 1
emissions (data in
148 144 140 163 (**) 10% 15% 18% 0%
gCO2eq/kWheq) in
2023
Percentage of
women in
management 45% 47% 50% 47.2% 5% 7.5% 9% 7.60%
succession plans at
the end of 2023
Total Payout 100% 150% 180% 25.60%
(*) It should be noted that during the three-year period 2021-2023 Enel’s average TSR was -5.82%, while the average TSR of the EUROSTOXX Utilities - UEM Index was +16.37%.
(**) Pursuant to the rules set for the final assessment of the such objective concerning long-term variable remuneration, the result concerning Enel Group’s CO2 emissions in 2023 (amounting to
166gCO2eq/kWheq) has been adjusted to take into account the delay in the shutdown of some thermoelectric power plants compared to the planned schedule (-3gCO2eq/kWheq), imposed by provisions of
the competent authorities.
With regard to those who have served as Chairman of the Board of Directors during 2023 (i.e. Michele Crisostomo e Paolo Scaroni) no long-term variable remuneration
is envisaged.
42
• Contribution of compensation accrued in 2023 to the Company’s long-term
results
The performance objectives for the variable remuneration of the Chief Executive
Officer/General Manager and Executives with strategic responsibilities accrued
in the 2023 financial year are consistent with the Group’s sustainable growth
strategies, aimed at the creation of a shared value for all stakeholders through the
decarbonization of electricity generation, the boost to electrification of
consumption and the strengthening of the distribution network. In particular,
the objectives related to the energy transition have guided the Enel Group’s
strategic action toward an increasing prominence of renewable energies in the
energy mix, enabling the achievement of a reduction of CO2 emissions in
consistency with a path aligned with the Paris Agreement’s targets, despite the
failure to achieve the 2021-2023 Long-Term Incentive Plan target for GHG
Scope 1 emissions in 2023, mainly due to causes external to the Group.
• Pay-mix of the remuneration accrued by the Chief Executive It should be noted that, during 2023, the other members of the Board of
Officer/General Manager in office until the Shareholders’ Meeting held on Directors in office until the Shareholders’ Meeting held on May 10, 2023 and the
May 10, 2023 Statutory Auditors (in office during the financial year) accrued a remuneration
consisting only of the fixed component, as shown in Table 1 of this Section.
The following chart shows the pay mix of the remuneration accrued in 2023 by
the Chief Executive Officer/General Manager in office until the Shareholders’ • Pay-mix of the remuneration accrued by the Chief Executive
Meeting held on May 10, 2023 (i.e., Francesco Starace), taking into account the Officer/General Manager appointed following the Shareholders’ Meeting
fixed component and the short-term and long-term variable component of held on May 10, 2023
remuneration shown in columns “fixed compensation” and “non-equity variable
The following chart shows the pay mix of the remuneration accrued in 2023 by
compensation – Bonuses and other incentives” of Table 1 of this Section, as well
the Chief Executive Officer/General Manager appointed following the
as in column “Financial instruments vested during the financial year and
Shareholders’ Meeting held on May 10, 2023 (i.e., Flavio Cattaneo), taking into
awardable – Value on accrual date” of Table 2 of the present Section with
account the fixed component and the short-term variable component of
reference to the share-based component of the Long-Term Incentive Plan 2021.
remuneration indicated by the columns “fixed remuneration” and “non-equity
variable remuneration - Bonuses and other incentives” in Table 1 of this Section.
43
the Chairman of the Board of Directors, the Chief Executive Officer/General
Manager and the non-executive Directors of Enel for the 2022 financial year,
carried out by the independent advisor Mercer.
For the purposes of the benchmark analysis, it was taken into consideration a
single Peer Group, composed by the integration of the following three sub-
groups: (i) Italian companies with global scope (37); (ii) comparable business
companies (38); (iii) European companies of relevant dimension (39). In particular,
in light of the outcomes of this analysis, the remuneration policy for 2023 has
confirmed the remuneration treatments recognized to the Chairman of the
Board of Directors and to the Chief Executive Officer/General Manager for the
2022 financial year, as these treatments essentially continued to reflect Enel’s
positioning in terms of capitalization, revenues and number of employees with
respect to the companies included in the Peer Group (40). With regard to non-
executive Directors, although the results of the benchmark analyses highlighted
the grounds for an increase in the related remuneration, especially with regard to
participation in Board Committees, the remuneration policy for 2023 has
confirmed also in this respect the remuneration envisaged for 2022 financial year.
It should be noted that the other members of the Board of Directors appointed
by the Shareholders’ Meeting held on May 10, 2023 accrued during the financial Illustrated below are the key components of the economic treatment for 2023
year 2023 remuneration consisting only of the fixed component, as represented recognized to those who have served as Chairman of the Board of Directors (i.e.,
in Table 1 of this Section. Michele Crisostomo and Paolo Scaroni) and Chief Executive Officer/General
Manager(i.e., Francesco Starace and Flavio Cattaneo), specifying their relevant
• Competitive positioning on the relevant market positioning compared to the relevant market, determined considering the
It should be noted that the ordinary Shareholders’ Meeting held on May 10, 2023 benchmark analysis carried out by the independent advisor Willis Tower Watson
approved with binding vote the remuneration policy for 2023, adopted by the – that supported the Company in defining the remuneration policy for 2024 –
Board of Directors, upon proposal of the Nomination and Compensation with regard to a specific Peer Group, whose composition is described in detail
Committee, on March 16, 2023. For the purposes of preparing the remuneration in paragraph 1.3 of this report. Lastly, it is illustrated the positioning for 2023 of
policy for 2023, the Nomination and Compensation Committee has considered
the outcomes of a benchmark analysis relating to the remuneration treatment of
(37) The sub-group of Italian companies with a global scope was composed of companies similar (39) The sub-group of European companies of relevant dimension was composed of companies
to Enel in terms of complexity and dimensional elements, which represent a reference for Enel listed on the main continental stock exchanges, similar to Enel in terms of complexity and interest
itself in terms of labor market and national practices. This sub-group was composed of the in view of people competition. This sub-group was composed of the following companies: Airbus,
following companies: Eni, Leonardo, Prysmian, Terna and TIM. Royal Dutch Shell, SAP, Schneider Electric, Siemens, Stellantis and Total.
(38) The sub-group of comparable business companies was composed of European companies that (40) In particular, the benchmark analysis showed that, based on data as of December 31, 2021,
were dimensionally comparable and similar to Enel in terms of business model, services provided Enel was positioned compared to the Peer Group (i) between the median and the third quartile in
and control over the value chain, which represent a reference in terms of business practice. This terms of capitalization and number of employees, and (ii) between the third quartile and the ninth
sub-group was composed of the following companies: EdP, Engie, E.On, Iberdrola, National decile in terms of revenues.
Grid, Naturgy, Orsted and RWE.
44
the economic treatment for the Executives with strategic responsibilities with - a short-term variable remuneration equal to: (i) at target level, 100% of the
respect to the relevant market. fixed remuneration; (ii) at maximum performance level, 150% of the fixed
remuneration. Considering the benchmark analysis carried out by Willis
Chairman of the Board of Directors Tower Watson, the overall annual remuneration (constituted by fixed
remuneration and short-term variable remuneration) is positioned, at the
In defining the economic treatment of the Chairman of the Boards of Directors target level between the median and the third quartile, while at the maximum
for 2023, the Board of Directors, upon proposal of the Nomination and performance level is positioned slightly below the median of the Peer
Compensation Committee, has considered the outcomes of the benchmark Group;
analysis carried out by Mercer; it has also considered the role entrusted to the
Chairman in the Group’s corporate governance, including several companies - a long-term variable remuneration equal to: (i) at target level, 130% of the
with listed shares in various regulated markets, characterized by minorities fixed remuneration; (ii) at maximum performance level, 280% of the fixed
heterogeneity and the existence of a large number of supervisory authorities. remuneration. In the light of the above-mentioned benchmark analysis
carried out by Willis Tower Watson, the Total Direct Compensation
Consequently, it has been deemed appropriate to grant for 2023 to those who (constituted by fixed remuneration and long- and short-term variable
have served as Chairman of the Board of Directors (i.e., Michele Crisostomo and remuneration) is positioned at the target level in line with the median, while
Paolo Scaroni) a remuneration composed only by the fixed component, equal to at the maximum performance level slightly below the median of the Peer
Euro 500,000 gross per year; this remuneration – considering the benchmark Group.
analysis carried out by Willis Towers Watson based on the documentation
published for the 2023 AGM season – is substantially in line with the third Executives with strategic responsibilities
quartile of the Peer Group, if only the remuneration paid for this role by the
companies included in the panel is considered. If, on the other hand, the With reference to the Executives with strategic responsibilities, the total
additional compensation that some companies pay to their respective non- remuneration results to be, compared to the relevant benchmark (“Top Executive
executive chairpersons for participation in board committees is also considered, Compensation in Europe”, published by Korn Ferry, which analyzed 461 out of the
the fixed remuneration of the Chairman of Enel’s Board of Directors – which 500 European listed companies with highest market capitalization), between the
does not envisage such additional compensation – falls between the median and first quartile and the market median.
the third quartile of the Peer Group.
• Severance indemnity of the Chief Executive Officer/General Manager
appointed following the Shareholders’ Meeting held on May 10, 2023
Chief Executive Officer/General Manager
It should be noted that in the Determination regulating the economic and
The Board of Directors, upon proposal of the Nomination and Compensation regulatory treatment of the Chief Executive Officer/General Manager appointed
Committee and on the basis of the outcomes of the benchmark analysis carried following the Shareholders’ Meeting held on May 10, 2023 (i.e., Flavio Cattaneo),
out by Mercer, has therefore deemed appropriate to confirm, to those who have the latter expressly waived the severance indemnity provided by the
served as Chief Executive Officer/General Manager (i.e., Francesco Starace e remuneration policy for 2023 in the event of non-renewal of the directorship
Flavio Cattaneo) during 2023, the economic treatment for 2022, articulated into: (with the consequent termination of the executive relationship). Since this is a
unilateral waiver by the Chief Executive Officer/General Manager of a measure
- a fixed remuneration equal to Euro 1,520,000 gross per year. Considering
envisaged by the remuneration policy for 2023 in his sole interest, the waiver
the above-mentioned benchmark analysis carried out by Willis Tower
itself did not entail any potential prejudice for the interests of the Company; in
Watson, the amount of the fixed remuneration is positioned between the
this regard, the Board of Directors - in the approval the aforesaid Determination
median and the third quartile of the Peer Group;
upon the proposal of the Nomination and Compensation Committee and subject
45
to the opinion of the Board of Statutory Auditors, pursuant to Article 2389, − Equalization insurance policy
paragraph 3, of the Italian Civil Code - has in any case also prudentially acquired
the prior favourable opinion of the Related Parties Committee. With reference to the directorship relationship, an equalization insurance
policy has been entered into by Enel for the 2020-2022 term of office,
• Remuneration linked to the termination of the directorship and executive aimed at guaranteeing the person concerned a pension and contribution
relationship of the Chief Executive Officer/General Manager in office until treatment of a similar scope to that which he would have benefited from,
the Shareholders’ Meeting held on 10 May 2023 with reference to both the fixed and the short-term variable portions of
the directorship relationship, had such relationship been equalized with
The Chief Executive Officer/General Manager in office until the Shareholders’
the executive one. During the 2020-2022 term, the premiums paid by Enel
Meeting held on May 10, 2023 (i.e., Francesco Starace) accrued the following
to the insurance company amounted to Euro 1,476,443. It should be
remuneration in 2023, in line with the provisions of the law and the national
noted, however, that this policy did not apply in 2023 with respect to the
collective bargaining agreement for managers of companies producing goods and
Chief Executive Officer/General Manager appointed following the
services, i.e. in implementation of the regulation envisaged in the event of non-
Shareholders’ Meeting held on May 10, 2023 (i.e., Flavio Cattaneo), and is
renewal of the office of Chief Executive Officer, as approved by the Board of
also not provided by the remuneration policy for 2024.
Directors at the meeting held on October 15, 2020 and described, starting from
2020, in the first section of the Report on the remuneration policy and − Severance indemnity and untaken holiday leaves
compensations paid, duly approved by the annual Shareholders’ Meeting.
The Chief Executive Officer/General Manager in office until the
Severance indemnity and non-competition agreement Shareholders’ Meeting held on May 10, 2023 (i.e., Francesco Starace)
accrued, in relation to the executive relationship, the amounts due for the
− Severance
severance indemnity and untaken holiday leaves, in line with the
An indemnity was recognised for the termination of the directorship and
provisions of Article 2120 et seq. of the Italian Civil Code, Article 7,
executive relationship in an amount equal to two years of the fixed
paragraph 4, and Article 24 of the national collective bargaining agreement
component related to both relationships (for a total gross amount of Euro
for executives of companies producing goods and services, for a total
3,040,000), in substitution and derogation of the treatments due under the
amount of Euro 449,450, paid in June 2023. In this regard, it should be
law and the national collective bargaining agreement for executives of
noted that, according to the aforementioned regulations, the severance
companies producing goods and services; this indemnity was paid in June
indemnity is composed of the sum of the provisions made on an annual
2023.
basis of a portion of the fixed remuneration related to the executive
− Non-competition agreement relationship and is subject to periodic revaluation.
At the meeting held on 3 May 2023, the Board of Directors resolved not
− Accrued rights for participation in the short-term and long-term incentive
to exercise the right granted to the Company to activate a non-
plans
competition agreement and, therefore, no consideration was paid in this
regard to the Chief Executive Officer/General Manager in office until the The Chief Executive Officer/General Manager in office until the
Shareholders’ Meeting held on May 10, 2023. In this regard, it should also Shareholders’ Meeting held on May 10, 2023 (i.e., Francesco Starace)
be noted that the last annual instalment of the consideration envisaged for retained, in relation to both his directorship and executive relationship,
the granting of this right by the person concerned matured in 2022; the rights accrued for participation in the short- and long-term incentive
consequently, no further consideration was recognised in this regard in planes adopted by the Company (subject to malus and claw-back clauses),
2023. as illustrated in the first section of the Reports on the remuneration policy
and compensations paid referred to in the introductory part of this
Further treatments
46
paragraph; in this regard, please refer to Table 1, Table 2 and Table 3 of holds such office, and (ii) the Executives with strategic responsibilities achieve
this Section for the amount of short-term and long-term variable and maintain, for as long as they hold such office, the ownership of a number of
remuneration accrued in 2023. Enel shares whose equivalent value is at least equal to 100% of the gross fixed
annual remuneration (see paragraph 2.8 of the Report on the remuneration policy
It should be noted that in favour of the Chief Executive Officer/General
for 2023 and compensations paid in 2022).
Manager in office until the Shareholders’ Meeting held on May 10, 2023
(i.e., Francesco Starace), the non-monetary benefits recognised during his In March 2024, in line with the periodic monitoring of the implementation of
term of office ceased upon his leaving office, and no advisory contracts the Share Ownership Guidelines, the Nomination and Compensation
were stipulated for the period following his termination of office Committee verified that at the end of 2023: (i) the Chief Executive
(consistently with what is indicated in paragraph 2.4.7 of the Report on Officer/General Manager of Enel appointed following the Shareholders’
the remuneration policy for 2023 and compensations paid in 2022). Meeting held on May 10, 2023 (i.e., Flavio Cattaneo) achieved a level of share
ownership equal to 1.040% of the gross fixed annual remuneration as of 31
Lastly, it should be noted that, in line with best market practice, the sum
December 2023 (having therefore already exceeded by far the above-mentioned
of the amounts indicated above and relating to (i) the severance indemnity
target required by the Share Ownership Guidelines when fully implemented); (ii)
(ii) the total premiums paid by Enel during the 2020-2022 term of office
the five Executives with strategic responsibilities in office as of that date are in
for the equalization insurance policy and (iii) the severance indemnity and
the share accumulation phase - considering that some of them were appointed
untaken holiday leaves is less than the sum of two years (i) of fixed
during 2023 and that the above-mentioned target is to be achieved by them by
compensation and (ii) of the average short-term variable compensation
2028 - and have achieved an average level of share ownership equal to 22% of
actually accrued during the 2020-2022 term of office by the Chief
the gross fixed annual remuneration as of 31 December 2023.
Executive Officer/General Manager in office until the Shareholders’
Meeting held on May 10, 2023 (i.e., Francesco Starace). • Comparison of the annual variation (i) of remuneration of Directors, of
Statutory Auditors and of the General Manager of Enel, (ii) of the results
• Share Ownership Guidelines
of the Group and (iii) of the average gross annual remuneration of the
Together with the approval of the remuneration policy for 2023 by the Group’s employees
Shareholders’ Meeting held on May 10, 2023, the Share Ownership Guidelines
In line with the national legislation implementing Directive (EU) 2017/828
(“Share Ownership Guidelines”) approved by the Board of Directors in March
(which amended Directive 2007/36/EC as regards the encouragement of long-
2023 became effective. The Share Ownership Guidelines are intended to ensure
term shareholder engagement), the following chart shows the comparative
the achievement and maintenance over time of a minimum level of share
information between the variation recorder in the financial years 2019, 2020,
ownership by the Chief Executive Officer and the Executives with strategic
2021,2022 and 2023 with regard to (i) the total remuneration accrued by each
responsibilities and are intended to foster the alignment of the interests of the
Director and by Statutory Auditors, as well as by the General Manager of Enel,
recipients with those of the generality of Shareholders over a long-term horizon,
in office during 2023; (ii) the results achieved by the Group, expressed in terms
further incentivizing the commitment of the same recipients to the achievement
of ordinary EBITDA and Ordinary net income; and (iii) the average gross annual
of the strategic objectives of the Company and the Group.
remuneration of the employees of the Group (other than those who have served
The Share Ownership Guidelines require that, within a maximum time frame of as Chief Executive Officer/General Manager of Enel during 2023).
five years, (i) the Chief Executive Officer of Enel achieves and maintains during
In particular, such chart – with the exception of what is shown in the footnotes
his term of office the ownership of a number of Enel shares whose equivalent
for the Chief Executive Officer/General Manager in office until the
value is at least 200% of the gross fixed annual remuneration, including that
Shareholders’ Meeting held on May 10, 2023 (i.e., Francesco Starace) – shows the
which he/she may be entitled to as General Manager, if he/she simultaneously
compensations accrued in the financial years 2019, 2020, 2021, 2022 and 2023
47
by Directors, Statutory Auditors and the General Manager of Enel in office effect and thus make the information comparable, the item “Wages and salaries”
during 2023 as reported in the column “Total” of Table 1 of the Second Section, and the amount of medium and long-term incentive plans included in the
respectively: (i) of the Report on the remuneration policy for 2020 and Consolidated Annual Financial Reports for the financial years 2019, 2020, 2021
compensations paid in 2019; (ii) of the Report on remuneration policy for 2021 and 2022 have been adjusted; in particular, the average exchange rate on
and compensations paid in 2020; (iii) of the Report on the remuneration policy December 31, 2023 used for the item “Wages and salaries” included in the
for 2022 and compensations paid in 2021; (iv) of the Report on the remuneration Consolidated Annual Financial Report for the 2023 financial year has been
policy for 2023 and compensations paid in 2022 and (v) of this Report.. applied to these figures.
The average gross annual remuneration of the Group’s employees is calculated Lastly, it should be noted that the chart below represents for 2019, 2020, 2021,
as the ratio between the amount shown under “Wages and salaries” – to which 2022 and 2023, along with the average gross annual remuneration of the Group’s
the amount of the medium and long-term incentive plans of the item “Post- employees, also the ratio between this amount and the total remuneration
employment and other long-term benefits” has been added – and the average accrued by those who have served as Chief Executive Officer/General Manager
number of the Group’s employees reported in each Consolidated Annual of Enel during 2023 (i.e., Francesco Starace and Flavio Cattaneo) (“pay ratio”).
Financial Report, respectively, for the financial years 2019, 2020, 2021, 2022 and For the purposes of full disclosure, the same ratio is also shown with reference
2023. In this regard it should be noted that, in order to sterilize the exchange rate only to the fixed component of these remunerations.
48
It should be noted that the measure of remuneration established for the participation of non-executive Directors in board activities and in those of the Committees
remained unchanged for the 2019, 2020, 2021, 2022 and 2023 financial years. Any differences in the total remuneration accrued by them in these financial years are
therefore due to the different period for which the office was actually held in each year, or to the different position (i.e., Chairman or simple member) held in the various
Board Committees in which they participate and/or to the number of meetings held by the Committees themselves. Similarly, it should be noted that the measure of
remuneration established for the Chairman and the other regular members of the Board of Statutory Auditors remained unchanged for the 2019, 2020, 2021, 2022 and
2023 financial years. Any differences in the total remuneration accrued by them in these financial years are therefore due to the different period for which the office was
actually held in each year.
Directors, Statutory Auditors and General Manager of Enel in office at the end of First name
2023 and Last Office 2023 2022 2021 2020 2019
name
First name
and Last Office 2023 2022 2021 2020 2019 Director € 88,753
name Olga Appointed (in office N.A. N.A. N.A. N.A.
Chairman € 337,394 Cuccurullo on May 10, from May
of the BoD 2023 10, 2023)
Paolo (in office
Appointed from May N.A. N.A. N.A. N.A. Variation N.A. -- -- -- --
Scaroni
on May 10, 10, 2023)
2023 Director € 94,315
Variation N.A. -- -- -- -- Dario Appointed (in office N.A. N.A. N.A. N.A.
Frigerio on May 10, from May
CEO and € 2,350,776 2023 10, 2023)
GM
Flavio (in office as Variation N.A. -- -- -- --
Appointed director N.A. N.A. N.A. N.A.
Cattaneo
on May 12, from May Director € 91,315
2023 10, 2023) Fiammetta Appointed (in office N.A. N.A. N.A. N.A.
Variation N.A. -- -- -- -- Salmoni on May 10, from May
2023 10, 2023)
Director € 83,753
Variation N.A. -- -- -- --
Johanna Appointed (in office N.A. N.A. N.A. N.A.
Arbib on May 10, from May Director € 89,315
2023 10, 2023) Alessandra Appointed (in office N.A. N.A. N.A. N.A.
Stabilini on May 10, from May
2023 10, 2023)
Director € 86,753
Mario Corsi Appointed (in office N.A. N.A. N.A. N.A.
on May 10, from May Director € 86,753
2023 10, 2023) Alessandro Appointed (in office N.A. N.A. N.A. N.A.
Zehentner on May 10, from May
2023 10, 2023)
49
Directors ceased during 2023
Chairman
of the First name
Board of and Last Office 2023 2022 2021 2020 2019
the name
Statutory
Auditors € 53,329 Chairman € 533,210 € 319,715
of the BoD € 194,752 € 533,567
€ 85,000 € 85,000 € 85,000 € 85,000
Appointed (in office (in office (in office
Barbara (in office (in office (in office (in office from May Michele Appointed (in office (in office for the from May
Tadolini on May 16, Alberto until May for the
2019 (for for the for the for the for the 16 to on May 14, entire year) 14 to N.A.
entire year) entire year) entire year) entire year) December Fabiano 2020 and in 10, 2023) entire year) December
the financial Crisostomo
years 31) office until 31)
2019/2021) May 10,
and May 19, 2023
2022 (for
+67% vs.
the financial Variation -64% vs. +0.1% vs. N.A. --
2020
years 2022 2021
2022/2024)
€ 1,365,273 € 3,291,599 € 4,580,456 € 6,862,482 € 6,530,424
0% vs. 0% vs. +59% vs. (1) (2) (3) (4)
Variation 0% vs. 2022 N.A.
2021 2020 2019 (of which:
(of which: (of which: (of which: € 1,502,568 (of which:
€ 543,674 € 1,520,000 € 1,520,000 fixed € 1,470,000
fixed fixed fixed compensati fixed
Regular
compensati compensati compensati on; compensati
Statutory € 75,000 € 46,438
on; on; on; € 5,113,200 on;
Auditor
Luigi Borrè (in office (in office N.A. N.A. N.A. € 420,753 € 912,000 € 1,450,688 short-term € 4,821,600
Appointed for the from May short-term short-term short-term and long- short-term
on May 19, entire year) 19, 2022) variable variable variable term and long-
2022 compensati compensati compensati variable term
CEO and on; on; on; compensati variable
GM € 367,007 € 613,756 € 1,362,422 on; compensati
value on the value on value on € 80,047 on;
+62% vs. In office
Variation N.A. -- -- -- Francesco accrual date the accrual the accrual non- € 77,124
2022 during 2019,
Starace of the date of the date of the monetary non-
2020, 2021,
financial financial financial benefits; € monetary
2022 and
instruments instruments instruments 166,667 benefits;
until May
vested vested vested other € 161,700
Regular 10, 2023
during 2023 during during compensati other
Statutory € 75,000 € 46,438 and 2022 and 2021 and ons) compensati
Maura Auditor awardable awardable awardable ons)
(in office (in office N.A. N.A. N.A.
Campra on the base on the base on the base (in office
Appointed for the from May
of LTI Plan of LTI Plan of LTI Plan for the (in office
on May 19, entire year) 19, 2022)
2021; € 2020; € 2019; € entire year) for the
2022
33,839 non- 79,176 80,679 entire year)
monetary non- non-
benefits; € 0 monetary monetary
+62% vs. other benefits; € benefits; €
Variation N.A. -- -- -- compensati 166,667 166,667
2022
ons) other other
50
(in office compensati compensati Director
€ 83,896
until May ons) ons) Appointed € 46,739 €127,000 €132,000
10, 2023) (in office (in office (in office (in office
(in office (in office Mariana on May 14,
until May for the for the from May N.A.
for the for the Mazzuccato 2020 and in
10, 2023) entire year) entire year) 14 until
entire year) entire year) office until
December
May 10,
31)
-59% vs. -28% vs. -33% vs. +5% vs. 2023
Variation N.A.
2022 2021 2020 2019 -63% vs. -4% vs. +57% vs.
Variation N.A. --
Director 2022 2021 2020
Director
In office € 59,301 € 150,000 € 150,000 € 140,759 € 129,000 € 82,896
Appointed € 49,739 €135,000 €144,000
during 2019, (in office (in office (in office (in office
Cesare Calari (in office (in office (in office (in office (in office on May 14,
2020, 2021, Mirella until May for the for the from May
until May for the for the for the for the 2020 and in N.A.
2022 and Pellegrini 10, 2023) entire year) entire year) 14 until
10, 2023) entire year) entire year) entire year) entire year) office until
until May December
10, 2023 May 10,
31)
2023
-60% vs. 0% vs. +7% vs. +9% vs.
Variation N.A. -63% vs. -6% vs. +74% vs.
2022 2021 2020 2019 Variation N.A. --
2022 2021 2020
Director
Director
In office €142,448 €143,000
Appointed € 53,233 €142,000 €149,000
Costanza € 51,739 €136,000 € 137,000 € 85,896 Anna Chiara during 2019, (in office (in office
on May 14, (in office (in office (in office
Esclapon de (in office (in office (in office (in office N.A. Svelto 2020, 2021, for the for the
2020 and in until May for the for the
Villeneuve until May for the for the from May 2022 and entire year) entire year)
office until 10, 2023) entire year) entire year)
10, 2023) entire year) entire year) 14 until until May
May 10,
December 10, 2023
2023
31) -63% vs. -5% vs. +5% vs. 0% vs.
Variation N.A.
-62% vs. -1% vs. +59% vs. 2022 2021 2020 2019
Variation N.A. --
2022 2021 2020
Director
Samuel Appointed
€ 48,739 €135,000 €139,000 € 80,896
Georg on May 14,
(in office (in office (in office (in office N.A.
Friedrich 2020 and in
until May for the for the from May
Leupold office until
10, 2023) entire year) entire year) 14 until
May 10,
2023 December
31)
Variation -64% vs. -3% vs. +72% vs. N.A. --
2022 2021 2020
Director
€ 59,301 €150,000 €150,000 € 90,497
Appointed (in office
on May 14, (in office (in office (in office
Alberto until May for the for the from May
2020 and in N.A.
Marchi 10, 2023) entire year) entire year) 14 until
office until December
May 10, 31)
2023
Variation -60% vs. 0% vs. +66% vs. N.A. --
2022 2021 2020
51
Group results 2023 2022 2021 2020 2019 remuneration of the
Group’s employees
Ordinary EBITDA
€ 21,969 € 19,683 € 19,210 € 18,027 (5) € 17,905
(data in million)
0% vs. 2019 (1) The amount related to the 2023 financial year takes into account – in addition to the total remuneration
Variation +12% vs. 2022 +3% vs. 2021 +7% vs. 2020 (6) N.A. reported in the “Total” column of Table 1 of the Second Section of this Report – also the value of Enel
shares awarded on the basis of the Long-Term Incentive Plan 2021 (“LTI Plan 2021”) vested during the
Ordinary net income 2023 and which are awardable, as reported in column “Financial instruments vested during the financial
of the Group € 6,508 € 5,391 € 5,593 € 5,197 € 4,767 year and awardable – Value on accrual date” of Table 2 of the same Second Section of this Report. This
(data in million) integration, as well as the corresponding one concerning the 2022 and 2021 financial years (referred to
+9% vs. in notes 2 and 3 below), is aimed at ensuring the comparability of the total remuneration accrued in
Variation +21% vs. 2022 -4% vs. 2021 +8% vs. 2020 N.A. 2019, 2020, 2021, 2022 and 2023 financial years by the Chief Executive Officer/General Manager of
2019
Enel in office until the Shareholders’ Meeting held on May 10, 2023. Unlike the long-term incentive
plans adopted until 2018, characterized by an incentive consisting of an exclusively monetary
component, the LTI Plan 2021 - like the Long-Term Incentive Plan 2020 (“LTI Plan 2020”) and the
2023 2022 2021 2020 2019 Long-Term Incentive Plan 2019 (“LTI Plan 2019”) - provides for the incentive to be partially assigned
in Enel shares; it was therefore necessary to include in the table above the value of such shares at the
accrual date.
€ 54,200 € 53,169 € 49,837 € 47,190 € 46,082
(of which: (of which: (of which: (of which: (2) The amount related to the 2022 financial year takes into account - in addition to the total remuneration
Average gross (of which: reported in the “Total” column of Table 1 of the Second Section of the Report on the remuneration
€ 48,384 fixed € 47,057 fixed € 44,652 fixed € 42,521 fixed € 41,200
annual policy for 2023 and compensations paid in 2022 - also the value of Enel shares granted on the basis of
remuneration; remuneration; remuneration; remuneration; fixed
remuneration of the LTI Plan 2020 vested during 2022 which are awardable, as reported in the column “financial
€ 5,816 € 6,112 € 5,185 € 4,669 remuneratio
Group’s employees instruments vested during the financial year and awardable – value on accrual date” of Table 2 of the
variable variable variable variable n;
remuneration) remuneration) remuneration) € 4,882 same Second Section of the above mentioned Report.
remuneration)
variable
remuneratio (3) The amount related to the 2021 financial year takes into account - in addition to the total remuneration
n) reported in the “Total” column of Table 1 of the Second Section of the Report on the remuneration
Variation +2% vs. 2022 +7% vs. 2021 +6% vs. 2020 +2% vs. 2019 N.A. policy for 2022 and compensations paid in 2021 - also the value of Enel shares granted on the basis of
the LTI Plan 2019 vested during 2021 which are awardable, as reported in the column “financial
Pay Ratio - Ratio instruments vested during the financial year and awardable – value on accrual date” of Table 2 of the
between the total same Second Section of the above mentioned Report.
remuneration of
Enel’s CEO/GM in 142x
25x 62x 92x 145x (4) In order to ensure the comparability of the total compensation accrued in 2019, 2020, 2021,2022 and
office until May 10,
2023 (Francesco (36x fixed 2023 by the Chief Executive Officer/General Manager of Enel in office until the Shareholders’ Meeting
(11x fixed (32x fixed (34x fixed (35x fixed held on May 10, 2023 (i.e. Francesco Starace) – in the light of certain clarifications introduced in the
Starace) and the remuneratio
remuneration) remuneration) remuneration) remuneration) meanwhile in the reference legislation and described below – the amount indicated in the chart above
average gross n)
annual and referred to 2019 (equal to Euro 6,530,424) differs from the amount shown in the “Total” column
remuneration of the of Table 1 of the Second Section of the Report on the remuneration policy for 2020 and compensations
Group’s employees paid in 2019, equal to Euro 5,486,430. In particular, the total compensation accrued in 2019 by Enel’s
Chief Executive Officer/General Manager – shown in the chart above solely on an accrual basis in the
Pay Ratio - Ratio amount of Euro 6,530,424 – is composed of: (i) the fixed remuneration, equal to Euro 1,470,000; (ii)
between the total the short-term variable remuneration, equal to Euro 1,764,000; (iii) the long-term variable remuneration,
remuneration of equal to Euro 3,057,600 and related to the LTI Plan 2017, whose performance period ended in 2019;
43x
Enel’s CEO/GM in (iv) non-monetary benefits, equal to Euro 77,124; (v) other compensations, equal to Euro 161,700. In
office from May 12, (20x fixed N.A. N.A. N.A. N.A. particular, it should be noted that the above-mentioned amount relating to the long-term variable
2023 (Flavio remuneration) remuneration does not coincide with the amount shown in Table 1 of the second section of the Report
Cattaneo) and the on the remuneration policy for 2020 and compensations paid in 2019 since such Table takes into account
average gross the partially deferred disbursement of the remuneration and therefore includes 70% of the long-term
annual variable remuneration related to the LTI Plan 2016 and 30% of the long-term variable remuneration
related to the LTI Plan 2017 paid in 2020, for a total amount of Euro 2,013,606. The need to carry out
52
the above-mentioned reconciliation is due to the regulatory changes introduced in the CONSOB Issuers’
Regulation with the Authority’s Resolution No. 21623 of December 10, 2020 which has provided that
the variable remuneration shall be measured exclusively on an accrual basis, thus not taking into account
the possible deferral of the disbursement of part of it.
(5) For comparative purposes only, a reclassification from financial income to revenues has been made for
an amount of Euro 87 million in 2020 of the component accounted in the income statement linked to
the remeasurement at fair value of the financial assets related to the services under concession of the
distribution activities in Brazil falling within the scope of IFRIC 12. This latter classification had an
effect of the same amount on the operating result.
(6) For the sake of uniformity of comparison, for the purposes of determining the percentage change for
2020 compared to 2019, the figure of Euro 17,940 million has been used for 2020 ordinary EBITDA,
which does not take into account the reclassification for Euro 87 million described in the previous
footnote.
53
3.2 Overall shareholders’ return (for every 100 Euro invested on January 1,
2023)
54
Manager and Executives with strategic responsibilities, in compliance with
Table 1: Compensations paid to the members of the Board of Directors, the Board of Statutory Annex 3A, Table 7-bis, of CONSOB Issuers’ Regulation. This chart includes all
Auditors, to the General Manager and to Executives with strategic responsibilities the persons holding the afore-mentioned offices even only for a fraction of the
The following chart sets forth compensations referred to 2023, determined on year.
an accrual basis, due to Directors, Regular Statutory Auditors, the General
Period Non-equity variable Indemnity for

Compensation compensation Fair value of
First name during Non- Other severance
Expiration date Fixed for equity
and Last Office which monetary compensatio Total /termination of
of the office compensation participation in Bonuses compensatio
name office was Profit sharing benefits n employment
committees and other n
held relationship
incentives
Compensations in the company that drafts the financial statements (in Euro)
Approval of
Paolo Scaroni Chairman 05/2023-
2025 financial 321,918 (a) - - - 15,476 (b) - 337,394 - -
(1) of the BoD 12/2023
statements
Approval of
Flavio 05/2023-
CEO/GM 2025 financial 972,880 (a) - 1,169,359 (b) - 41,870 (c) 166,667 (d) 2,350,776 155,483 -
Cattaneo (2) 12/2023
statements
Approval of
Johanna Arbib 05/2023-
Director 2025 financial 51,507 (a) 32,246 (b) - - - - 83,753 - -
(3) 12/2023
statements
Approval of
05/2023-
Mario Corsi (4) Director 2025 financial 51,507 (a) 35,246 (b) - - - - 86,753 - -
12/2023
statements
Approval of
Olga 05/2023-
Cuccurullo (5) 12/2023
statements
Approval of
Dario Frigerio 05/2023-
(6) 12/2023
statements
Approval of
Fiammetta 05/2023-
Salmoni (7) 12/2023
statements
Approval of
Alessandra 05/2023-
Stabilini (8) 12/2023
statements
Approval of
Alessandro 05/2023-
Zehentner (9) 12/2023
statements
55
Chairman
of the Approval of
Barbara 01/2023-
Board of 2024 financial 85,000 (a) - - - - 85,000 - -
Tadolini (10) 12/2023
Statutory statements
Auditors
Regular Approval of
01/2023-
Luigi Borrè (11) Statutory 2024 financial 75,000 (a) - - - - 75,000 - -
12/2023
Auditor statements
Regular Approval of
Maura Campra 01/2023-
Statutory 2024 financial 75,000 (a) - - - - 75,000 - -
(12) 12/2023
Auditor statements
Ceased Directors during 2023
Michele
Ceased Approval of
Alberto 01/2023-
Chairman 2022 financial 178,082 (a) - - - 16,670 (b) - 194,752 - -
Fabiano 05/2023
of the BoD statements
Crisostomo (13)
Approval of
Francesco Ceased 01/2023-
2022 financial 543,674 (a) - 420,753 (b) - 33,839 (c) - 998,266 686,819 4,965,893 (d)
Starace (14) CEO/GM 05/2023
statements
Approval of
Cesare Ceased 01/2023-
2022 financial 28,493 (a) 30,808 (b) - - - - 59,301 - -
Calari (15) Director 05/2023
statements
Costanza Approval of
Ceased 01/2023-
Esclapon de 2022 financial 28,493 (a) 23,246 (b) - - - - 51,739 - -
Director 05/2023
Villeneuve (16) statements
Samuel Georg Approval of
Ceased 01/2023-
Friedrich 2022 financial 28,493 (a) 20,246 (b) - - - - 48,739 - -
Director 05/2023
Leupold (17) statements
Approval of
Alberto Ceased 01/2023-
2022 financial 28,493 (a) 30,808 (b) - - - - 59,301 - -
Marchi (18) Director 05/2023
statements
Approval of
Mariana Ceased 01/2023-
2022 financial 28,493 (a) 18,246 (b) - - - - 46,739 - -
Mazzucato (19) Director 05/2023
statements
Approval of
Mirella Ceased 01/2023-
2022 financial 28,493 (a) 21,246 (b) - - - - 49,739 - -
Pellegrini (20) Director 05/2023
statements
Approval of
Anna Chiara Ceased 01/2023-
2022 financial 27,836 (a) 25,397 (b) - - - - 53,233 - -
Svelto (21) Director 05/2023
statements
Total 2,810,897 430,405 1,590,112 - 107,855 166,667 5,105,936 842,302 4,965,893
56
Notes:
(1) Paolo Scaroni – Chairman of the Board of Directors in office from May 10, 2023
(a) Fixed remuneration resolved, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, by the Board of Directors, upon proposal submitted by the Nomination and Compensation Committee, having heard the Board of
Statutory Auditors and recognized pro rata temporis from the date of acceptance of the office until December 31, 2023. Such remuneration includes the compensation resolved for the members of the Board of Directors by the
ordinary Shareholders’ Meeting of May 10, 2023, as well as the compensation and the attendance fees due for participation in the Committees established within the same Board of Directors.
(b) Benefits related to: (i) the company car for mixed use (on the basis of the value subject to taxes); (ii) insurance policies covering the risk of death or permanent disability resulting from an accident or disease; (iii) Enel’s contributions
for supplementary health care.
(2) Flavio Cattaneo – Chief Executive Officer/General Manager in office from May 12, 2023 (in office as Director from May 10, 2023)
(a) Fixed remuneration resolved, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, by the Board of Directors upon proposal submitted by the Nomination and Compensation Committee and having heard the Board
of Statutory Auditors, of which Euro 289,726 pertain to the office of Chief Executive Officer and Euro 683,154 pertain to the office of General Manager, recognized pro rata temporis from the date of acceptance of the office until
December 31, 2023. Such remuneration includes the compensation resolved for the members of the Board of Directors by the ordinary Shareholders’ Meeting, as well as the compensations for the offices held at Enel’s affiliates
and/or subsidiaries and/or at entities which are of interest for the Enel Group, which are thus waived or repaid to the same Enel.
(b) Short-term variable remuneration component for the office of Chief Executive Officer (equal to Euro 346,192) and for the office of General Manager (equal to Euro 832,167), recognized pro rata temporis from the date of
appointment in such offices until December 31, 2023 and determined by the Board of Directors, upon proposal submitted by the Nomination and Compensation Committee, following the assessment performed, at the meeting
held on March 21, 2024, on the level of achievement of the annual targets for 2023, objective and specific, that had been assigned by the previous Board of Directors.
(c) Benefits related to: (i) the company car awarded for mixed use (on the basis of the value subject to pension contributions and taxes, as provided under the ACI tables); (ii) the insurance policies covering the risk of death or
permanent disability resulting from an accident or disease; (iii) the contributions borne by Enel for the supplementary Pension Fund for the Group’s executives; (iv) the contributions borne by Enel for ASEM - Associazione
Assistenza Sanitaria Integrativa Dirigenza Energia e Multiservizi (Supplementary Healthcare Association for Executives in the Energy and Multi-services Sector).
(d) Amount paid, for year 2023, in exchange for the right (option) granted to Enel for the activation of a non-competition agreement.
(3) Johanna Arbib – Independent Director in office from May 10, 2023
(a) Fixed remuneration resolved by the ordinary Shareholders’ Meeting held on May 10, 2023, recognized pro rata temporis from the date of acceptance of the office until December 31, 2023.
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 - in the Nomination and Compensation Committee (for an amount of Euro 18,123) and in the Corporate Governance and
Sustainability Committee (for an amount of Euro 14,123).
(4) Mario Corsi – Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 - in the Control and Risk Committee (for an amount of Euro 19,123) and in the Related Parties Committee (for an amount of
Euro 16,123).
(5) Olga Cuccurullo – Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 - in the Nomination and Compensation Committee (for an amount of Euro 18,123) and Control and Risk Committee (for an
amount of Euro 19,123).
These compensations and fees, with the exception of attendance fees relating to participation in the meetings of the above-mentioned Board Committees (amounting to Euro 15,000), were paid in full to the Ministry of Economy and
Finance pursuant to the directive of the Prime Minister’s Office - Department of Public Administration of March 1, 2000.
(6) Dario Frigerio – Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 – in the Control and Risk Committee as Chairman (for an amount of Euro 24,685) and in the Nomination and Compensation
Committee (for an amount of Euro 18,123).
(7) Fiammetta Salmoni– Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 - in the Related Parties Committee as Chairman (for an amount of Euro 21,685) and in the Nomination and Compensation
Committee (for an amount of Euro 18,123).
(8) Alessandra Stabilini – Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 – in the Nomination and Compensation Committee as Chairman (for an amount of Euro 23,685) and in the Corporate
Governance and Sustainability Committee (for an amount of Euro 14,123).
(9) Alessandro Zehentner– Independent Director in office from May 10, 2023
(b) Compensations, including the related attendance fees, for participation - starting from June 12, 2023 – in the Control and Risk Committee (for an amount of Euro 19,123) and in the Related Parties Committee (for an amount of
Euro 16,123).
(10) Barbara Tadolini – Chairman of the Board of Statutory Auditors
(a) Fixed remuneration resolved by the ordinary Shareholders’ Meeting held on May 19, 2022.
(11) Luigi Borré – Regular Statutory Auditor
57
(12) Maura Campra – Regular Statutory Auditor
(13) Michele Alberto Fabiano Crisostomo – Chairman of the Board of Directors ceased from office on May 10, 2023
(a) Fixed remuneration resolved, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, by the Board of Directors, upon proposal submitted by the Nomination and Compensation Committee, having heard the Board of
Statutory Auditors and recognized pro rata temporis from January 1, 2023 until the date of termination of the office. Such remuneration includes the compensation resolved for the members of the Board of Directors by the ordinary
Shareholders’ Meeting of May 14, 2020, as well as the compensation and the attendance fees due for participation in the Committees established within the same Board of Directors.
(b) Benefits related to: (i) the company car for mixed use (on the basis of the value subject to taxes); (ii) insurance policies covering the risk of death or permanent disability resulting from an accident or disease; (iii) Enel’s contributions
for supplementary health care.
(14) Francesco Starace – Chief Executive Officer/General Manager ceased from office on May 10, 2023
(a) Fixed remuneration resolved, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, by the Board of Directors upon proposal submitted by the Nomination and Compensation Committee and having heard the Board
of Statutory Auditors, of which Euro 249,315 pertain to the office of Chief Executive Officer and Euro 294,359 pertain to the office of General Manager, recognized pro rata temporis from January 1, 2023 until the date of
termination of the office. Such remuneration includes the compensation resolved for the members of the Board of Directors by the ordinary Shareholders’ Meeting, as well as the compensations for the offices held at Enel’s
affiliates and/or subsidiaries and/or at entities which are of interest for the Enel Group, which are thus waived or repaid to the same Enel.
(b) Short-term variable remuneration component for the office of Chief Executive Officer (equal to Euro 193,768) and for the office of General Manager (equal to Euro 226,985) conventionally determined - in line with the
remuneration policy for 2023 - in an amount equal to the average of the amounts recognized for the office to the person concerned over the last two years of the 2020-2022 term of office, and recognized pro rata temporis for the
period starting from January 1, 2023 until the date of termination of the directorship and executive relationships. It should be noted that the long-term variable component - relating to the LTI Plan 2021 and also recognized pro
rata temporis until the date of termination of the directorships and executive relationships - is not included in this table since it is payable exclusively in Enel shares. This component, equal to no. 54,533 shares of Enel - of which
30% (equal to no. 16,360 Enel shares) payable in 2024 and the remaining 70% (equal to no. 38,173 Enel shares) deferred to 2025 - is included in Table no. 2 below.
(c) Benefits related to: (i) the company car awarded for mixed use (on the basis of the value subject to pension contributions and taxes, as provided under the ACI tables); (ii) the insurance policies covering the risk of death or
permanent disability resulting from an accident or disease; (iii) the contributions borne by Enel for the supplementary Pension Fund for the Group’s executives; (iv) the contributions borne by Enel for ASEM - Associazione
Assistenza Sanitaria Integrativa Dirigenza Energia e Multiservizi (Supplementary Healthcare Association for Executives in the Energy and Multi-services Sector).
(d) In line with the treatment described starting from 2020 in the first section of the Report on the remuneration policy and compensations paid, duly approved by the annual Shareholders’ Meeting, as well as with what the Company
indicated in the press release of May 10, 2023 (entitled “Enel: disclosure on end of mandate indemnity and executive employment relations of the Chief Executive Officer and General Manager Francesco Starace” and published
in implementation of Recommendation no. 31 of the Corporate Governance Code), this amount includes: (i) the severance indemnity, equal to two years of the fixed remuneration for the directorship and executive relationships
(for a total gross amount of 3,040,000); this indemnity, in substitution and derogation of the treatments due under the law and the national collective bargaining agreement for executives of companies producing goods and
services, was paid in June 2023; (ii) with reference to the directorship relationship, the premiums paid by Enel during the 2020-2022 term of office for the equalization insurance policy aimed at guaranteeing the person concerned
a pension and contribution treatment of a similar scope to that which he would have been benefited from, with reference to both the fixed and the short-term variable protions of the directorship relationship, had such relationship
been equalized with the executive one (for a total amount of Euro 1,476,443). The amount also includes, with regard to the executive relationship, the amounts due for severance indemnity and untaken holiday leaves, in accordance
with the provisions of Article 2120 et seq. of the Civil Code, Article 7, paragraph 4, and Article 24 of the national collective bargaining agreement for executives of companies producing goods and services (for a total amount of
Euro 449,450), paid in June 2023.
(15) Cesare Calari – Independent Director ceased from office on May 10, 2023
(a) Fixed remuneration resolved by the ordinary Shareholders’ Meeting held on May 14, 2020, recognized pro rata temporis from January 1, 2023 until the date of termination of the office.
(b) Compensations, including the related attendance fees, for participation in the Control and Risk Committee as Chairman (for an amount of Euro 16,685) and in the Nomination and Compensation Committee (for an amount of
Euro 14,123).
(16) Costanza Esclapon de Villenueve – Independent Director ceased from office on May 10, 2023
(b) Compensations, including the related attendance fees, for participation in the Nomination and Compensation Committee (for an amount of Euro 13,123) and in the Corporate Governance and Sustainability Committee (for an
amount of Euro 10,123).
(17) Samuel Georg Friedrich Leupold – Independent Director ceased from office on May 10, 2023
(b) Compensations, including the related attendance fees, for participation in the Control and Risk Committee (for an amount of Euro 12,123) and in the Related Parties Committee (for an amount of Euro 8,123).
(18) Alberto Marchi – Independent Director ceased from office on May 10, 2023
(b) Compensations, including the related attendance fees, for participation in the Nomination and Compensation Committee as Chairman (for an amount of Euro 17,685) and in the Control and Risk Committee (for an amount of
Euro 13,123).
(19) Mariana Mazzuccato – Independent Director ceased from office on May 10, 2023
(b) Compensations, including the related attendance fees, for participation in the Corporate Governance and Sustainability Committee (for an amount of Euro 10,123) and in the Related Parties Committee (for an amount of Euro
8,123).
(20) Mirella Pellegrini – Independent Director ceased from office on May 10, 2023
58
(b) Compensations, including the related attendance fees, for participation in the Control and Risk Committee (for an amount of Euro 13,123) and in the Related Parties Committee (for an amount of Euro 8,123).
(21) Anna Chiara Svelto – Independent Director ceased from office on May 10, 2023
(b) Compensations, including the related attendance fees, for participation in the Related Parties Committee as Chairman (for an amount of Euro 11,438) and in the Nomination and Compensation Committee (for an amount of
Euro 13,959).
59
Non-equity variable Indemnity
compensation for
Period severance/
Expiration Compensation Other Fair value of
First name and during which Fixed Non-monetary termination
Office date of the for participation Bonus and compensatio Total equity
Last name office was compensation Profit benefits of
office in committees other n compensation
held sharing employmen
incentives t
relationship
(I) Compensations in the company that drafts the financial statements (in Euro)
Executives with
strategic
- - - 857,833 - 879,750 (2) - 59,043 (4) - 1,796,626 253,197 -
responsibilities
(1)
(II) Compensations from subsidiaries and affiliates (in Euro)
Executives with
- strategic
- - 3,560,308 - 2,209,385 (3) - 269,227 (4) - 6,038,920 1,060,756 4,284,314 (5)
responsibilities
(1)
(III) Total 4,418,141 - 3,089,135 - 328,270 (4) - 7,835,546 1,313,953 4,284,314
Notes:
(1) The chart includes the data concerning all of those who, during the financial year 2023, held the roles of Executive with Strategic Responsibilities (for an overall number of 6 positions, which became 5 from July 2023 as a
consequence of the merger of the “Global E-Mobility” Business Line into “Enel X Global Retail”).
(2) It should be noted that the long-term variable component related to the LTI Plan 2021 is not shown in this table since disbursable exclusively in Enel shares. This component, equal to no. 17,087 Enel shares - 30% of which
(equal to no. 5,126 Enel shares) disbursable in 2024 and the remaining 70% (equal to no. 11,961 Enel shares) deferred to 2025 – is shown in the following Table 2.
(3) It should be noted that the long-term variable component related to the LTI Plan 2021 is not shown in this table since disbursable exclusively in Enel shares. This component, equal to no. 77,910 Enel shares – 30% of which
(equal to no. 23,373 Enel shares) disbursable in 2024 and the remaining 70% (equal to no. 54,537 Enel shares) deferred to 2025 – is shown in the following Table 2.
(4) Benefits related to: (i) the company car awarded for mixed use (personal and business, on the basis of the value subject to pension contributions and taxes, as provided under the ACI tables); (ii) the insurance policies executed
in favor of Executive with strategic responsibilities covering the risk of death or permanent disability resulting from an accident or disease; (iii) the contributions borne by the belonging companies for the supplementary
Pension Fund for the Group’s executives; and (iv) the contributions borne by the belonging companies for Supplementary Healthcare Assistance (Assistenza Sanitaria Integrativa).
(5) Severance indemnity paid in line with the criteria set forth in the national collective bargaining agreement for executives of companies producing goods and services (“CCNL”). In particular, in accordance with what is
indicated in the first section of the Report on the remuneration policy for 2023 and compensations paid in 2022, the amounts indicated in the table were determined taking into account the calculation criteria and the amount
of the indemnity in substitution of notice (art. 23 of the CCNL) and the additional indemnity of the contractual termination amounts (art. 19, paragraph 15 of the CCNL), which can reach overall a maximum of 36 monthly
payments. The number of monthly payments is determined on the basis of the years of seniority in the Company. The amount also includes entitlements relating to severance indemnity in accordance with the provisions of
Article 2120 et seq. of the Civil Code and Article 24 of the national collective bargaining agreement.
60
Table 2: Incentive plans based on financial instruments, other than stock options, for the Board of Directors, the General Manager and the Executives with strategic
members of the Board of Directors, the General Manager and the Executives with strategic responsibilities, determined on an accrual basis and in compliance with Annex
responsibilities 3A, Table 7-bis, of CONSOB Issuers’ Regulation.
The following chart sets forth compensations deriving from incentive plans
based on financial instruments, other than stock options, for the members of the
Financial
Financial
Financial instruments instruments
Financial instruments instrumen
awarded in previous vested
vested during the ts accrued
financial years, not Financial instruments awarded during the financial year during the
financial year and for the
vested during the financial year
awardable financial
financial year and not
year
awarded
First name Office Plan Number Vesting Number Fair value at Vesting Assignment Market Number and Number Value on Fair Value
and Last and type period and type of assignment period date price at type of and type accrual (Euro)
name of financial date (Euro) assignment financial of date
financial instruments date (Euro) instruments financial
instru- instru-
ments ments
Flavio Cattaneo
LTI 2023 Three year
Chief Executive Officer / General no. 475,912 October 5,
(May 10, 2,643,215 period 2023- 5.5540 155,483
Manager in office from May 12, Enel share 2023 (3)
2023) (1) 2025 (2)
2023
Chief Executive Officer – General Manager ceased during 2023
no.
LTI 2021
no. 138,718 54,533 367,007
(May 20, 463,869
Francesco Starace Enel shares Enel (11)
2021) (4)
Chief Executive Officer / General shares (5)
Manager ceased from office on May no. Three-year
LTI 2022
10, 2023 284,812 period
(May 19, 222,950
Enel 2022-2024
2022) (6)
shares (7)
61
Financial
Financial instruments Financial
instruments Financial instruments
awarded in previous instruments
vested during vested during the
financial years, not Financial instruments awarded during the financial year accrued for
the financial financial year and
vested during the the financial
year and not awardable
financial year year
awarded
First name Office Plan Number Vesting Number Fair value at Vesting Assignment Market price Number and Number Value on Fair Value
and Last and type period and type of assignment period date at assignment type of and type accrual (Euro)
name of financial date (Euro) date (Euro) financial of date
Executives with financial instru- instruments financial
- Strategic instruments instru-
Responsibilities (8) ments ments
LTI 2021 no. 16,287 Enel no. 17,087
114,996
(May 20, shares Enel shares (11)
80,109
2021) (4) (9)
LTI 2022 Three-

(May 19, year
(I) Compensations in the company that no. 54,433
2022) (6) period 90,505
drafts the financial statements Enel shares
2022-
2024 (7)
LTI 2023 Three-year
no. 252,776 October 5,
(May 10, 1,403,918 period 2023- 5.5540 82,583
Enel shares 2023 (3)
2023) (1) 2025 (2)
LTI 2021 no. 122,385 Enel no. 77,910
524,334
(May 20, shares Enel shares (11)
480,777
2021) (4) (10)
LTI 2022 Three-

(May 19, year
(II) Compensations from subsidiaries and no. 244,602
2022) (6) period 406,696
affiliates Enel shares
2022-
2024 (7)
LTI 2023 Three-year
no. 530,393 October 5,
(May 10, 2,945,803 period 2023- 5.5540 173,283
Enel shares 2023 (3)
2023) (1) 2025 (2)
(III) Total 583,847 1,259,081 6,992,936 277,390 149,530 1,006,337 2,156,255
Notes:
(1) The date refers to the Enel’s Shareholders’ Meeting that approved the LTI Plan 2023.
(2) The right to disbursement of the incentive accrues subject to the achievement of performance objectives, the verification of which will take place at the time of the approval of the Enel Group’s Consolidated Financial Statements
as of December 31, 2025.
(3) The date is referred to the Enel’s Board of Directors’ meeting which approved modalities and timings for the awarding to beneficiaries of the LTI Plan 2023.
(4) The date is referred to the Enel’s Shareholders’ Meeting that approved the LTI Plan 2021.
(5) The table shows the total number (54,533) of Enel shares relating to the LTI Plan 2021, concretely awarded to the interested persons - following the final assessment of the objectives of the Plan itself – pro rata temporis until the
date of termination of the directorship and executive relationships. With regard to this total amount, it should be noted that the disbursement of 30% (equal to no. 16,360 Enel shares) will take place in 2024, while the remaining
70% (equal to no. 38,173 Enel shares) is deferred to 2025.
(6) The date is referred to the Enel’s Shareholders’ Meeting that approved the LTI Plan 2022.
(7) The right to disbursement of the incentive accrues subject to the achievement of performance objectives, the verification of which will take place at the time of the approval of the Enel Group’s Consolidated Financial Statements
as of December 31, 2024.
62
(8) The table includes data relating to all those who held the functions of Executives with Strategic Responsibilities during 2023 (for a total of 6 positions, which became 5 from July 2023 as a consequence of the merger of the
“Global E-Mobility” Business Line into “Enel X Global Retail”).
(9) The table shows the total number (17,087) of Enel shares relating to the LTI Plan 2021, concretely awarded to the interested persons following the final assessment of the objectives of the Plan itself. With regard to this total
amount, it should be noted that the disbursement of 30% (equal to no. 5,126 Enel shares) will take place in 2024, while the remaining 70% (equal to no.11,961 Enel shares) is deferred to 2025.
(10) The table shows the total number (77,910) of Enel shares relating to the LTI Plan 2021, concretely awarded to the interested persons following the final assessment of the objectives of the Plan itself. With regard to this total
amount, it should be noted that the disbursement of 30% (equal to no. 23,373 Enel shares) will take place in 2024, while the remaining 70% (equal to no. 54,537 Enel shares) is deferred to 2025.
(11) The figure was determined on the basis of the market value of the shares of Enel S.p.A. on December 29, 2023.
63
Table 3: Monetary incentive plan for the members of the Board of Directors, the General and the Executives with strategic responsibilities, determined on an accrual basis
Manager and the Executives with strategic responsibilities and in compliance with Annex 3A, Table 7-bis, of CONSOB Issuers’ Regulation.
The following chart sets forth compensations arising from the monetary
incentive plans for the members of the Board of Directors, the General Manager
Bonus for the year Bonus for past years
Last name and (A) (B) (C) (A) (B) (C)
Office Plan Other bonuses
First name No longer
Disbursable/Disbursed Deferred Deferral period Disbursable/Disbursed Still deferred
disbursable
Chief Executive
Officer / General
Flavio Cattaneo Manager in office MBO 2023 (1) 1,169,359 - - - - - -
from May 12,
2023
Chief Executive Officer / General Manager ceased during 2023
Chief Executive MBO 2023 (2) 420,753 - - - - - -

Officer / General
Francesco Starace Manager ceased
from office on
May 10, 2023 LTI 2021 (3) - (4) - - - - - -
Total 1,590,112 - - - - - -
Last name and
Office Bonus for the year Bonus for past years
First name
Executives with Plan (A) (B) (C) (A) (B) (C) Other bonuses
-- strategic No longer
Disbursable/Disbursed Deferred Deferral period Disbursable/Disbursed Still deferred
responsibilities(5) disbursable
MBO 2023 879,750 - - - - - -
(I) Compensations in the company that
drafts the financial statements
LTI 2021 (3) - (6) - - - - - -
(I) Sub-total 879,750 - - - - - -
MBO 2023 2,209,385 - - - - - -

(II) Compensations from subsidiaries
and affiliates
LTI 2021 (3) - (7) - - - - - -
(II) Sub-total 2,209,385 - - - - - -
(III) Total 3,089,135 - - - - - -
Notes:
(1) The MBO 2023 pertaining to Flavio Cattaneo was assigned by Enel’s Board of Directors with resolution adopted on March 2, 2023 and finally assessed with resolution adopted on March 21, 2024. Such short-term variable
component of the remuneration was recognized pro rata temporis from the date of appointment to the office of Chief Executive Officer/General Manager until December 31, 2023.
64
(2) The MBO 2023 pertaining to Francesco Starace was conventionally determined - in line with the remuneration policy for 2023 - in an amount equal to the average of the amounts recognized to him for the office over the last
two years of his 2020-2022 term of office. The relevant amount was therefore recognized pro rata temporis for the period from January 1, 2023 until the date of termination of the directorship and executive relationships.
(3) The procedure for the assignment of the LTI Plan 2021 was finalized with the approval of the methods and timing of assignment of the Plan itself by Enel’s Board of Directors on September 16, 2021.
(4) The long-term variable component, related to the LTI Plan 2021, is not shown in this table as it is disbursable exclusively in Enel shares. This component, equal to no. 54,533 Enel shares – of which 30% (equal to no. 16,360
Enel shares) disbursable in 2024 and the remaining 70% (equal to no. 38,173 shares of Enel S.p.A.) deferred to 2025 – is shown in the previous Table 2 and was recognized pro rata temporis until the date of termination of the
directorship and executive relationships.
(5) The table includes data relating to all those who held the functions of Executives with Strategic Responsibilities during 2023 (for a total of 6 positions, which became 5 from July 2023 as a consequence of the merger of the
“Global E-Mobility” Business Line into “Enel X Global Retail”).
(6) The long-term variable component, related to the LTI Plan 2021, is not shown in this table as it is disbursable exclusively in Enel shares. This component, equal to no. 17,087 Enel shares – of which 30% (equal to no. 5,126 Enel
shares) disbursable in 2024 and the remaining 70% (equal to no. 11,961 Enel shares) deferred to 2025 – is shown in the previous Table 2.
(7) The long-term variable component, related to the LTI Plan 2021, is not shown in this table as it is disbursable exclusively in Enel shares. This component, equal to no. 77,910 Enel shares – of which 30% (equal to no. 23,373
Enel shares) disbursable in 2024 and the remaining 70% (equal to no. 54,537 Enel shares) deferred to 2025 – is shown in the previous Table 2.
65
3.3 Long-Term Incentive Plan 2021
With reference to the Long-Term Incentive Plan 2021 approved by Enel’s
Shareholders’ Meeting on May 20, 2021, the Board of Directors, on September 16,
2021, upon proposal of the Nomination and Compensation Committee, resolved
on the modalities and timings for the awarding of shares to the relevant
beneficiaries. In implementation of such resolution, No. 212 beneficiaries (1) (i.e.,
the Chief Executive Officer/General Manager of Enel, as well as the Executives
with strategic responsibilities – for a total of 11 positions at that time – and No.
200 managers of Enel and its subsidiaries) have been identified and have been
assigned with overall no. 1,577,773 Enel shares (2). In this regard, in light of the
final assessment of the performance objectives under the Long-Term Incentive
Plan 2021, as previously described, the Board of Directors provided for the
awarding of 35.93% of the base amount assigned to the Chief Executive
Officer/General Manager in office until the Shareholders’ Meeting held on May
10, 2023 (i.e., Francesco Starace) and 25.60% of the base amount assigned to the
other beneficiaries of the same Plan; therefore, in practice, the Board of Directors
provided for the disbursement in favor of the said Chief Executive
Officer/General Manager – pro rata temporis until the date of termination of the
directorship and executive relationships - of no. 54,533 Enel shares and in favor
of the other beneficiaries of the same Plan of a total of no. 636,383 Enel shares,
according to the modalities and timing established under the same Plan.
For further information on the Long-Term Incentive Plan 2021, please refer to
the Information Document published in the “Investors” section of the Company’s
website (www.enel.com).
(1) As of December 31, 2023, as a result of changes in the subjective scope of managers beneficiaries,
the total number of beneficiaries of the Long-Term Incentive Plan 2021 is equal to 197.
the number of shares potentially disbursable decreased to no. 1,375,671.
66
Shareholders’ Meeting on May 19, 2022, the Board of Directors, on September 21,
2022, upon proposal of the Nomination and Compensation Committee, resolved
on the modalities and timings for the awarding of shares to the relevant
beneficiaries. In implementation of such resolution, no. 217 beneficiaries (1) (i.e.,
the Chief Executive Officer/General Manager of Enel, as well as the Executives
with strategic responsibilities – for a total of 11 positions at that time – and no.
205 managers of Enel and its subsidiaries) have been identified and have been
assigned with overall no. 2,398,143 (2) Enel shares, which will be disbursed -
subject to and in proportion to the achievement of the performance objectives -
at the end of the three-year performance period, according to the modalities and
timings defined by the same Plan.
the total number of beneficiaries of the Long-Term Incentive Plan 2022 is equal to 206.
the number of shares potentially disbursable decreased to no. 2,023,677.
67
Shareholders’ Meeting on May 10, 2023, the Board of Directors, on September
October 5, 2023, upon proposal of the Nomination and Compensation
Committee, resolved on the modalities and timing for the awarding of shares to
the relevant beneficiaries. In implementation of such resolution, no. 205
beneficiaries (i.e., the Chief Executive Officer/General Manager of Enel appointed
following the Shareholders’ Meeting held on May 10, 2023 – i.e., Flavio Cattaneo
- as well as the Executives with strategic responsibilities – for a total of 5 positions
– and no. 199 managers of Enel and its subsidiaries) have been identified and have
been assigned with overall no.4,040,820 Enel shares, which will be disbursed -
subject to and in proportion to the achievement of the performance objectives -
at the end of the three-year performance period, according to the modalities and
timings defined by the same Plan.
68
3.6 Shareholdings held by members of the Board of Directors and of the ledger, the communications received and the information gathered from the
Board of Statutory Auditors, the General Manager and Executives with persons involved.
strategic responsibilities
The data related to the Executives with strategic responsibilities are provided on
The following chart sets forth the shares in Enel and its subsidiaries held by the an aggregate basis, in compliance with Annex 3A, Table 7-ter, of CONSOB Issuers’
members of the Board of Directors and of the Board of Statutory Auditors, by the Regulation.
General Manager and by Executives with strategic responsibilities, as well as by
The chart is filled out only with reference to the persons who held, during the
their spouses who are not legally separated and their underage children, either
2023, shares in Enel or its subsidiaries, including those who were in office for a
directly or through subsidiaries, trusts or agents, as resulting from the shareholders’
fraction of the year.
Last name and Company in which Number of shares held at Number of shares Number of shares Number of shares held at Title of
Office
First name shares are held the end of 2022 purchased in 2023 sold in 2023 the end of 2023 possession
Members of the Board of Directors

Chief Executive
Cattaneo Flavio Officer/General Manager (in Enel S.p.A. 300,000 (1) 2,200,000 (2) - 2,500,00 (3) Ownership
office from May 12, 2023)
Frigerio Dario Director Enel S.p.A. 182,300 - 182,300 0 -
Ceased directors during 2023
Chief Executive Officer/ Enel S.p.A. 619,170 (4) 171,959 73,185 717,944 (5) Ownership
Starace Francesco General Manager (in office
Endesa S.A. 10 - - 10 Ownership
until May 10, 2023)
Calari Cesare Director Enel S.p.A. 4,104 3,000 - 7,104 Ownership
Members of the Board of Statutory Auditors
- - - - - - - -
Executives with strategic responsibilities
Executives with strategic Enel S.p.A. 193,981 (6) 152,702 43,080 303,603 (7) Ownership
no. 6 positions
responsibilities (*) Endesa S.A. 10 - - 10 Ownership
(1) Through a subsidiary.

(2) Of which 500,000 personally and 1,700,000 through a subsidiary.
(3) Of which 500,000 personally and 2,000,000 through a subsidiary.
(4) Of which 399,550 personally and 219,620 by the spouse.
(*) It should be noted that the number of shares is referred to the shareholdings held at the end of 2022 and
during 2023 by those who during the same 2023 financial year have been Executives with strategic
responsibilities.
69

Remuneration Report 2024

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REPORT ON THE REMUNERATION POLICY FOR 2024 AND

COMPENSATIONS PAID IN 2023

(approved by the Board of Directors of Enel S.p.A. on April 11, 2024)

(Drawn up pursuant to Articles 123-ter of the Consolidated Financial Act and

(1) For the composition of such Peer Group, reference is made

Component Applicable conditions and payment timeline Proportional weight (*)

Risk mitigating factors

(7) Return on Invested Capital. (8) Weighted Average Cost of Capital.

% of the incentive on fixed remuneration

(15) The frequency index of work-related accidents is calculated .

(28) Population of managers and middle managers are managers

(29) Index calculated considering the weighted average price for

attendance fees recognized during 2022 by Enel and some panel

Performance objectives assigned to the

Ordinary consolidated net income 40 40

80% of the maximum short-term

Ordinary consolidated net

Funds from operations/

SAIDI: <=144 SAIDI: <=144 SAIDI: <=144 SAIDI: 141.6

Commercial complaints at Commercial Commercial Commercial Commercial

Period Non-equity variable Indemnity for

(II) Compensations from subsidiaries and affiliates (in Euro)

(III) Total 4,418,141 - 3,089,135 - 328,270 (4) - 7,835,546 1,313,953 4,284,314

Chief Executive Officer – General Manager ceased during 2023

LTI 2022 Three-

LTI 2022 Three-

Chief Executive Officer / General Manager ceased during 2023

Chief Executive MBO 2023 (2) 420,753 - - - - - -

MBO 2023 2,209,385 - - - - - -

(II) Sub-total 2,209,385 - - - - - -

(III) Total 3,089,135 - - - - - -

Members of the Board of Directors

(1) Through a subsidiary.

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