Starting in 2019, the Shareholders’ Meeting of Enel SpA (“Enel” or the “Company”) has each year approved the adoption of long-term share-based incentive plans for the management of Enel and/or its subsidiaries pursuant to Article 2359 of the Italian Civil Code. Each of the incentive plans approved (the 2019 Long-Term Incentive Plan, the 2020 Long-Term Incentive Plan, the 2021 Long-Term Incentive Plan, the 2022 Long-Term Incentive Plan; referred to hereinafter, respectively, the “2019 LTI Plan”, “2020 LTI Plan”, the 2021 LTI Plan”, the “2022 LTI Plan” and, jointly, the “Plans”) provides for the grant of ordinary Company shares (“Shares”) to the respective beneficiaries subject to the achievement of specific performance targets. 
Plan beneficiaries are the Chief Executive Officer/General Manager of Enel and Enel Group managers in the positions most directly responsible for company performance or considered to be of strategic interest. The Plans provide for the award to the beneficiaries of an incentive consisting of a monetary component and an equity component. This incentive – determined, at the time of the award, as a base value calculated in relation to the fixed remuneration of the individual beneficiary – may vary depending on the degree of achievement of each of the three-year performance targets by the Plans, ranging from zero up to a maximum of 280% or 180% of the base value in the case, respectively, of the Chief Executive Officer/General Manager or the other beneficiaries.
The Plans establish that, of the total incentive effectively vested, the bonus will be fully paid in Shares in the amount of (i) up to 100% of the base value for the Chief Executive Officer/General Manager (up to 130% for the 2022 LTI Plan), and (ii) up to 50% of the base value for the other beneficiaries (up to 65% for the 2022 LTI Plan).
The actual award of the bonus under the Plans is subject to the achievement of specific performance targets during the three year performance period. If these targets are achieved, 30% of both the stock and cash components of the incentive will be paid in the first year following the end of the performance period and the remaining 70% will be paid in the second year following the end of the performance period. The payment of a substantial portion of long-term variable remuneration (70% of the total) is therefore deferred to the second year following the end of the performance period of the individual Plans. 
The following table provides information on the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan, and the 2022 LTI Plan.
For more information on the characteristics of the Plans, please see the information documents prepared pursuant to Article 84-bis of the CONSOB Regulation issued with Resolution no. 11971 of May 14, 1999 (the Issuers Regulation), which are available to the public in the section of Enel’s website (www.enel.com) dedicated to the Shareholders’ Meetings held respectively on May 16, 2019, May 14, 2020, May 20, 2021 and May 19, 2022.

In implementation of the authorizations granted by the Shareholders’ Meetings held on May 16, 2019, May 14, 2020, May 20, 2021 and May 19, 2022, in compliance with the associated terms and conditions, the Board of Directors approved – at is meetings of September 19, 2019, July 29, 2020, June 17, 2021 and June 16, 2022 – the launch of share buyback programs to serve the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan and the 2022 LTI Plan, respectively. The number of Shares whose purchase was authorized by the Board of Directors for each Plan, the actual number of Shares purchased, the associated weighted average price and total value are shown below.

As a result of the purchases made to support the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan and the 2022 LTI Plan, and taking into account the award on September 5, 2022 of 435,357 shares to the beneficiaries of the 2019 LTI Plan, at December 31, 2022 Enel holds a total of 7,153,795 treasury shares, equal to 0.07% of share capital. The following information concerns the equity instruments granted in 2019, 2020, 2021 and 2022.

The fair value of those equity instruments is measured on the basis of the market price of Enel Shares at the grant date.⁽⁶¹⁾
The cost of the equity component is determined on the basis of the fair value of the equity instruments granted and is recognized over the duration of the vesting period through an equity reserve.
The total costs recognized by the Group through profit or loss amounted to €11 million in 2022 (€9 million in 2021). There have been no terminations or amendments involving the 2019 LTI Plan, the 2020 LTI Plan, the 2021 LTI Plan, or the 2022 LTI Plan.

(61) For the 2019 LTI Plan, the grant date is November 12, 2019, i.e., the date of the meeting of the Board of Directors that approved the procedures and timing of the grant under the 2019 LTI Plan to the beneficiaries. For the 2020 LTI Plan, the grant date is September 17, 2020, i.e., the date of the meeting of the Board of Directors that approved the procedures and timing of the grant under the 2020 LTI Plan to the beneficiaries. For the 2021 LTI Plan, the grant date is September 16, 2021, i.e., the date of the meeting of the Board of Directors that approved the procedures and timing of the grant under the 2021 LTI Plan to the beneficiaries. For the 2022 LTI Plan, the grant date is September 21, 2022, i.e., the date of the meeting of the Board of Directors that approved the procedures and timing of the grant under the 2022 LTI Plan to the beneficiaries.

As an operator in the field of generation, distribution, transport and sale of electricity and the sale of natural gas, Enel carries out transactions with a number of companies directly or indirectly controlled by the Italian State, the Group’s controlling shareholder.
The table below summarizes the main types of transactions carried out with such counterparties.

In addition, the Group conducts essentially commercial transactions with associated companies or companies in which it holds non-controlling interests.
Finally, Enel also maintains relationships with the pension funds FOPEN and FONDENEL, as well as Fondazione Enel and Enel Cuore, an Enel non-profit company devoted to providing social and healthcare assistance.
All transactions with related parties were carried out on normal market terms and conditions, which in some cases are determined by the Regulatory Authority for Energy, Networks and the Environment.

In compliance with the disclosure obligations established under Article 13, paragraph 3, letter c) (ii), of CONSOB Regulation no. 17221 of March 12, 2010, as amended (the “CONSOB Regulation”), and Article 13.4, letter c) (ii), of the Enel Procedure for Transactions with Related Parties (the “Enel Procedure”), we hereby disclose that a transaction with related parties was carried out in 2022 which qualifies as a transaction of “greater importance” having an ordinary nature and completed at market-equivalent or standard terms. More specifically, on December 23, 2022, Enel SpA signed with a pool of financial institutions – composed of Banco BPM SpA, BPER Banca SpA, Cassa Depositi e Prestiti SpA, Intesa Sanpaolo SpA and UniCredit SpA – a loan agreement in the form of a revolving credit facility in the amount of €12 billion, of which up to 70% of the nominal amount is guaranteed by SACE SpA.
This credit facility, and the related guarantee, is aimed at funding the collateral requirements of the Enel Group companies operating in Italy (specifically Enel Global Trading SpA) for trading on energy markets and is part of the temporary measures to support the liquidity of companies, provided in the form of a guarantee, envisaged by Article 15 of Decree Law 50 of May 17, 2022, ratified with Law 91 of July 15, 2022 (the so-called “Aid Decree Law”), as amended.
The overall transaction qualifies as a transaction with related parties due to the fact that Enel SpA, Cassa Depositi e Prestiti SpA and SACE SpA are companies under the common control of Italy’s Ministry for the Economy and Finance. Taking into account the amounts indicated above (and, in particular, in consideration of the value of the guarantee), it qualifies as a related-party transaction of “greater importance”. The transaction in question was completed applying the exemption pursuant to Article 13, paragraph 3, letter c), of the CONSOB Regulation and Article 13.4, letter c), of the Enel Procedure, as an ordinary transaction completed at market-equivalent or standard terms.
In particular, the transaction is connected with the ordinary exercise of “finance activity connected to the operations” of the Group headed by Enel SpA, taking into account, inter alia, the object, recurrence and size of the same, as well as the nature of the counterparties. Furthermore, the main terms and conditions applicable to it are governed by Article 15 of the Aid Decree Law. For the portion of the loan for which it is responsible, Cassa Depositi e Prestiti SpA applied to Enel SpA the same terms and conditions that are applied by the other banks.

The following tables summarize transactions with related parties, associated companies and joint ventures outstanding at December 31, 2022 and December 31, 2021 and carried out during the period.

With regard to disclosures on the remuneration of directors, members of the Board of Statutory Auditors and key management personnel, provided for under IAS 24, please see the following tables.

In November 2010, the Board of Directors of Enel SpA approved a procedure governing the approval and execution of transactions with related parties carried out by Enel SpA directly or through subsidiaries (the “Enel Procedure”). The procedure (available at https://www.enel.com/investors/ bylaws-rules-and-policies/transactions-with-related-parties/) sets out rules designed to ensure the transparency and procedural and substantive propriety of transactions with related parties. It was adopted in implementation of the provisions of Article 2391-bis of the Italian Civil Code and the implementing regulations issued by CONSOB with Resolution no. 17221 of March 12, 2010, as amended (the “CONSOB Regulation”).

Pursuant to Article 1, paragraphs 125-129, of Law 124/2017 as amended, the following provides information on grants received from Italian public agencies and bodies, as well as donations by Enel SpA and the fully consolidated subsidiaries to companies, individuals and public and private entities. The disclosure comprises: (i) grants received from Italian public entities/State entities; and (ii) donations made by Enel SpA and Group subsidiaries to public or private parties resident or established in Italy.
The following disclosure includes payments in excess of €10,000 made by the same grantor/donor during 2022, even if made in multiple financial transactions. They are recognized on a cash basis.
Pursuant to the provisions of Article 3-quater of Decree Law 135 of December 14, 2018, ratified with Law 12 of February 11, 2019, for grants received, please refer to the information contained in the National Register of State Aid referred to in Article 52 of Law 234 of December 24, 2012.