Temporary Share Buy-Back Program

28 Sep 2020 17:38

Borja Acha BesgaSecretary of the Board of Directors

Madrid, 28 September 2020

In accordance with the provisions of Article 227 of the Spanish Securities Market Act, Endesa, S.A. hereby issues notice of the following Information:

The Board of Directors of Endesa, S.A., in a meeting held today, has resolved to carry out a Temporary Share Buy-Back Program, in accordance with the authorization granted by the General Shareholders' Meeting held on 5 May 2020, under agenda items 7 and 20, in relation to the Long-Term Variable Compensation Plan referred to as the “2020-2022 Strategic Incentive,” which includes the delivery of shares as part of the “Strategic Incentive” payment.

The Buy-Back Program is subject to the provisions of Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures, and has the following characteristics:

The purpose of the Temporary Program is to allow the Company to comply with its obligations to deliver shares to its executives pursuant to the 2020-2022 Strategic Incentive compensation system.

The Buy-Back Program will affect a maximum of 82.799 shares, representing 0,00782% of the Company's share capital as of the date of this notice. The shares will be purchased at market price, in accordance with the price and volume conditions established in Art. 3 of Regulation 2016/1052, subject to a cap of 30 euros per share, such that the maximum monetary amount allocated will be 2.483.970 euros.

The Company will not buy on any trading day more than 25% of the average daily volume of the shares traded on the trading venue on which the purchase is carried out during the 20 trading days preceding the date of purchase, which limit shall apply to the entire Buy-Back Program.

Program Duration: From 30 September 2020 until 13 October 2020, or until all shares subject to this Buy-Back Program have been acquired. This period may be extended if, by the established date, the Company has not acquired all of the shares necessary to cover the share component of the 2020-2022 Strategic Incentive Plan. Notwithstanding the foregoing, Endesa, S.A. reserves the right to discontinue the Buy-Back Program if the Company has acquired the maximum number of shares prior to the end date specified for the Program (i.e. 13 October 2020).

The Buy-Back Program will be managed by Exane BNP Paribas, who will acquire the shares on behalf of Endesa, S.A. and make all purchase decisions independently and without influence from Endesa, S.A., and at all times within the parameters described in this Buy-Back Program.

Secretary of the Board of Directors

Endesa, S.A. Registered offices: Calle Ribera del Loira, 60, Madrid. Registered in the Mercantile Registry of Madrid, page M-6405, volume 323, folio 1, Spanish Tax ID (C.I.F.) A28023430.

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