Enel Group
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Sound Governance

| 2-1 | 2-9 | 2-12  | 2-17 | 2-29 | 

Enel is a Company listed since 1999 on the Euronext Milan stock exchange and managed by Borsa Italiana SpA, with one of the highest number of shareholders of any Italian company. Notably, the shareholder structure at December 31, 2023 was as follows: (i) 58.6% institutional investors; (ii) 17.8% retail investors; (iii) 23.6% Ministry of the Economy and Finance.

Enel’s corporate structure includes the main international investment funds, insurance companies, pension funds and ethical funds, thanks also to the adoption, by the Company and the Group, of the best international practices on transparency and corporate governance. Moreover, at the date of this Sustainability Report, the Enel Group includes a further 11 companies issuing shares listed on the Brazilian, Chilean, Peruvian, Spanish, and US stock exchanges.

Enel considers it to be in its specific interest, as well as a duty toward the market, to ensure a constant and open relationship that is based on the mutual understanding of the roles with all shareholders and bondholders, as well as with the institutional investors and their representative associations in order to increase the relative level of understanding regarding the activities performed by the Company and the Group. In this context, Enel maintains dialog with counterparties based on principles of fairness and transparency, in compliance with EU and national regulations on market abuse, as well as in line with international best practices. This engagement activity has led to the positive result, over recent years, of a significant increase in participation of the institutional investors in the Shareholders’ Meetings.
In order to regulate the methods for developing this dialog, in March 2021 the Board of Directors adopted a specific Policy, (i.e., “Engagement Policy”), acting on a proposal of the Chairman made in agreement with the Chief Executive Officer, which clarified to a large extent the practices already followed by Enel and whose use takes into account the applicable best practices adopted by the institutional investors and reflected in the stewardship codes.
This Engagement Policy, which was applied consistently during 2023, also identifies the corporate structures that, in line with the practices established by Enel from the moment their shares were listed on the stock exchange, are responsible for the dialog activities, and specifically with: (i) a specific Investor Relations unit which is part of the Administration, Finance and Control Function, which interacts on a continuous basis with the institutional investors (as well as with the financial analysts and the rating agencies); as well as (ii) a specific area in the Corporate Affairs unit, which is in turn part of the Legal, Corporate, Regulatory and Antitrust Affairs Function, which interacts on a continuous basis with the retail shareholders and bondholders, providing them with all useful explanations regarding the respective issues of interest.
The information provided to Enel’s institutional investors and all their shareholders and bondholders by the above-indicated organizational structures – as well as by any other duly authorized Company member – complies with the criteria of truthfulness, clarity, coherence, completeness and symmetry of information; the information is also supplied in a timely manner and in compliance with what is required by the regulation adopted by Enel regarding the processing of corporate information.
In particular, the Investor Relations structures are, for example, responsible for the following: (i) preparing Enel’s equity story and organizing meetings between the Company’s Top Management and the financial community; (ii) managing relationships with ratings agencies and with the fixed income investors; (iii) managing relationships with institutional investors and financial analysts; (iv) coordinating the management of relationships with the institutional investors who have an interest in the listed share capital controlled by Enel; (v) preparing market analyses and reports concerning Enel shares, also monitoring the consensus of the financial analysts; (vi) supporting the External Relations Function, in coordination with the Corporate Affairs unit, with the definition of Enel’s price sensitive press releases, as well as developing and updating the content dedicated to investors on the Company website.
For more details, refer to the Report on Corporate Governance and Ownership Structure for 2023. Also, Enel’s website (www.enel.com, “Investors” section) provides access to economic, financial, environmental, social and governance information and updated data and documents of particular interest, providing a multidisciplinary and integrated vision.

In 2023, Enel continued its commitment as patron of the United Nations Global Compact (UNGC) initiative on Transformational Governance (“TG”), aimed at exploring new decision-making models to support sustainable investments.
As part of this initiative, the TG Corporate Toolkit has been drawn up, which consists of:

a. a Self Assessment Tool;

b. three Issue Briefs: (i) Transformational Governance & the Role of the Corporate Board and Executive Leadership; (ii) Transformational Governance & Responsible Governmental Engagement; (iii) Investing in Transformational Governance;

c. a Report: “Transformational Governance Think Lab: In- sights from the engaging the legal function".

Sound governance
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