The board of directors of Endesa has agreed to call its Ordinary General Meeting of shareholders for next April 24, at its headquarters in Madrid, in which it will propose increasing its number of directors to 14, from the current 12, with the appointment of three new members of the governing body and the departure of Alicia Koplowitz, the company informed the National Securities Market Commission (CNMV).
Specifically, the appointments of Guillermo Alonso Olarra as independent director and of Elisabetta Colacchia and Michela Mossini, both as proprietary directors, will be submitted.
Alonso Olarra, Graduate in Law, is a partner in the firm MA Abogados and has been a director of several companies in the electricity, port, transportation and consulting sectors.
Meanwhile, Elisabetta Colacchia is responsible for People and Organization at Enel. Graduated in Economics and Commerce, during her career she has held positions of responsibility and strategic importance in leading national and international companies in the energy, infrastructure, telecommunications and transportation sectors. For her part, Michela Mossini, a graduate in Economics and Business, also belongs to the Enel management team.
The appointments and re-election of Flavio Cattaneo, vice president of the Spanish electricity company and CEO of Enel – Endesa’s main shareholder with a 70% stake – and Stefano de Angelis, financial director of the Italian energy company, will also be ratified.
Likewise, the appointment and re-election of Gianni Vitorrio Armani as proprietary director will be ratified and the positions of independent directors of Eugenia Bieto Caubet and Pilar González de Frutos will be subject to re-election.
Alicia Koplowitz effective April 23, 2024, “for personal reasons that would make it impossible for her to continue performing the position with the appropriate level of dedication provided to date,” said the energy company.
In this way, Endesa’s board of directors will be set at fourteen members, compared to the twelve it currently has.
Along with these appointments, Endesa will submit to its shareholders the approval of the 2023 accounts and the proposal for the application of the result corresponding to the annual year and the consequent distribution of a dividend charged to said result and the remainder of previous years.
Board remuneration and strategic incentive
Shareholders will also vote on the 2024-2027 director remuneration policy and the approval of the 2024-2026 strategic incentive, which includes payment in company shares.
On the other hand, the board of directors of Endesa has approved the execution of a temporary share buyback program to comply with the obligations of the flexible remuneration program in shares for active employees of the group in Spain who opt in 2024 for part of Their salary is paid in shares.
This buyback program will affect the volume necessary to cover the monetary import requested by employees, which, according to the last month’s price, is estimated to contract between 802,000 and 864,000 shares. The maximum limit to be contracted may in no case exceed 1,203,000 shares, equivalent to approximately 0.11% of the total shares of Endesa on the date of the announcement.
The shares will be purchased at market price, in accordance with the price and volume conditions established in article 3 of Regulation 2016/1052, for a maximum amount of 13,700,000 euros, which is the total amount of the requests made by Employees within the framework of the Flexible Remuneration Program in Shares for the year 2024.
