4 REPORT AND FINANCIAL STATEMENTS 2025 Letter to shareholders and other stakeholders

Paolo

Sca

irm

Dear shareholders and stakeholders,

In 2025 Enel continued to progress along the strategic

guidelines outlined by the 2025-2027 Business Plan, con-

solidating a more solid capital structure and regaining

the financial flexibility required for long-term sustainable

growth.

With around 68 GW of managed renewable capacity,

Enel confirmed its position as the world’s largest re-

newable energy operator,

as well as the largest elec-

tricity distribution company in 2025,

with networks

serving about 69 million end users. Enel also has the

largest customer base in the retail sector,

with 54 mil-

lion customers.

Confirming the strong performance achieved since

2023, Enel’s stock posted an increase of approximate-

ly 29% in 2025, with a TSR above 37%. Moreover, the

Enel Group distributed nearly €6 billion in dividends to

shareholders, in addition to nearly €2 billion in share

buybacks.

1. Group of reference: listed companies not predominantly state-owned.

As confirmed by our purpose statement “Build the future

through sustainable power”, in addition to focusing on

performance and financial results, we also promote a fair

and inclusive energy transition, with an integrated ap-

proach focused on local communities, institutions, sup-

pliers, customers, workers and shareholders.

Enel’s commitment to sustainability is strengthened by

a solid and transparent governance model, ensuring in-

tegrity and responsibility in managing corporate activi-

ties, as confirmed by the Group’s consistent inclusion in

the world’s main sustainability rankings and indexes.

The macroeconomic environment

The global economy showed resilience in 2025, despite

persistent geopolitical tensions and a redefinition of in-

ternational trade relations. The gradual decline in inflation,

as well as fiscal and industrial policies aimed at strength-

ening competitiveness and energy security, supported

growth with positive effects on the labor market.

Letter to

shareholders

and other

stakeholders

lavio Cattaneo

hief Executive Officer and General Mana

REPORT AND FINANCIAL STATEMENTS 2025 5

68 GW

Managed renewable capacity

In 2025, the wholesale price of electricity in Italy (Prezzo

Unico Nazionale - PUN) came to €115.9/MWh, up 7% com-

pared with 2024 (€108.5/MWh), reflecting the increase in

the price of natural gas and the rise in the prices of CO

emission allowances, which affected the costs of thermo-

electric generation, which sets the price for over 60% of

the hours. Domestic demand was covered by domestic

generation for approximately 85%, and by net imports for

about 15%.

In Spain, the average annual price in the wholesale elec-

tricity market (“pool”) was €65.3/MWh, up 4% compared

with €63/MWh in 2024, but still lower than in most Eu-

ropean countries (except for France), thanks to renew-

ables and nuclear power capacity. Price developments

were characterized by high volatility: the daily peak was

reached on January 20 (€144.9/MWh), while the annual

low was recorded on April 19 (€1.72/MWh), coinciding

with high renewable generation and weak demand. Af-

ter the blackout of April 28, combined-cycle gas gener-

ation increased (+27.8%) to provide stability and security

to the system, while the share of renewables in the mix

remained stable at 40%, supported by a 12.5% growth in

photovoltaic.

The macroeconomic environment improved in the euro

area, driven by the recovery of households’ purchasing

power and investments in infrastructure, defense and

energy transition, which offset the weakness of interna-

tional trade. In the United States, domestic demand, fiscal

support, and investments in technological innovation have

helped absorb geopolitical shocks, supporting a high-

er-than-expected growth rate despite trade tariffs.

In Latin America, economic growth was overall better

than expected. Brazil and Colombia benefited from the

resilience of domestic demand; in Chile, inflation has

returned to target, boosting confidence, while in Ar-

gentina, concrete signs of macroeconomic stabilization

emerged. Nonetheless, divergences in monetary policy

paths remain, and financial conditions remain tight in

some economies.

As regards the commodities market, European gas

prices increased in the first part of 2025, driven by

the recovery in demand due to cold temperatures and

pressures to fill storages, while they normalized in the

second part of the year. Overall, prices were higher than

in 2024.

Coal prices decreased due to lower demand for elec-

tricity generation, while the price of Brent oil decreased

by 15% compared with 2024, to an annual average of

around $68/bbl, reflecting limited growth in global de-

mand and stable supply. In 2025, the price of CO

(EUA

ETS) closed higher than the previous year, at an average

of around €74/ton (up 13% compared with 2024), on

the back of decreasing supply of emission allowances

and expectations of a significant annual deficit in the

EU ETS.

69 million

End users

6 REPORT AND FINANCIAL STATEMENTS 2025 Letter to shareholders and other stakeholders

Performance

Enel’s 2025 financial year ends with solid results and the

achievement of the annual targets communicated to the

market, with ordinary EBITDA at €22.9 billion – slightly

higher than 2024, despite lower contributions associated

with the disposals in 2024, and in line with the guidance

communicated to the markets – and ordinary net profit at

€7.0 billion, above the upper end of the guidance range.

The dividend to be proposed to shareholders for 2025

amounts to €0.49 per share, 4% higher than in 2024. In

2025, the FFO (funds from operations)/net financial debt

ratio is equal to 26%, up from 25% in the previous year,

while the net financial debt/ordinary EBITDA ratio stands

at 2.5x, well below the sector average. This restored finan-

cial strength allows us to have the financial flexibility re-

quired to seize growth and value generation opportunities

in a highly dynamic environment.

Main events

Enel continues its growth path in renewable generation

capacity, up by 2,8 GW

(of which around 0.6 GW of bat-

tery storage) thanks to the development of new plants

(greenfield) and the acquisition of already operating as-

sets (brownfield), reaching a total installed renewable ca-

pacity of approximately 68 GW, generating 142 TWh/year.

In Italy, assets commissioned included the Fusina plant, a

former coal-fired plant converted to a 0.8 GW next-gen-

eration, high-efficiency CCGT, which, at full capacity, will

generate approximately 4 TWh.

As regards the evolution of the Italian energy sector, Enel

played a leading role by participating in the first MACSE

auction (the electricity storage capacity procurement

mechanism), launched by Terna for the construction of

new storage plants in Southern Italy. The auction ended

on September 30, 2025, and assigned a total of 10 GWh

of capacity, 67% of which to Enel.

Enel continues to focus on distribution grids through

significant capital expenditure in their resilience, quality,

and digitalization, essential both for the energy transition

process and to address the increasingly frequent and

severe weather events associated with climate change.

Capital expenditure on grids exceeded €7 billion, up by

about 20% compared with 2024.

2. Of which 2.6 GW of consolidated capacity alone.

3. A “prosumer” (a blend word of “producer” and “consumer”) is an individual or a company that not only consumes goods or services, but also produces

them, e.g. by installing photovoltaic panels to generate electricity.

The fast-paced transformation of the energy system

forces us to rethink the model for managing grids, rein-

forcing contacts and proximity to customers, also with a

significant hiring plan involving over 3,700 new people.

The role of grids is increasingly central in energy tran-

sition. Today, 88 GW of distributed renewable capacity

is connected to our grids, coming from approximate-

ly 2.7 million producers and prosumers,

of which nearly

390,000 were added in 2025.

In particular, over €4.3 billion were invested in Italy in 2025,

of which over €1.1 billion from National Recovery and Re-

silience Plan funds (NRRP), to achieve distributed renew-

able capacity of 2.88 GW, higher than the NRRP target of

2.5 GW.

2025 was a year of change for the retail division, which

was renamed Enel Commercial to reflect an identity more

aligned with its commercial role across the Group and to-

wards all customers: individuals, businesses, industry and

government. In a constantly changing market context, Enel

Commercial has strengthened its long-term leadership

through an increasingly dynamic use of data and relation-

ships, to support rapid commercial decisions and a greater

capacity to create value on the Group’s integrated margin.

The division has improved and strengthened customer

value management models and tools, to improve the resil-

ience of its customer base in a highly volatile/highly com-

petitive scenario, characterized by increasing regulatory

complexity.

At the same time, it has further strengthened its com-

mitment to customer protection, in response to grow-

ing fraudulent activities in both Italy and Iberia. In 2025, a

number of dedicated anti-fraud campaigns were devel-

oped and launched, including Enel’s new free-toll short

number 140, a clear and recognizable point of reference

for customers in Italy, supporting transparency, security,

and proximity.

In October 2025, the Enel Group established Lene, a dig-

ital company aimed at the B2C market and designed for

digital customers: it features a fully digital experience, a

rapid onboarding process, and advanced customer sup-

port, supported by AI-based virtual assistants. Lene was

established to respond to new consumer habits, quickly

adapting its offering portfolio to market needs.

Letter to shareholders and other stakeholders REPORT AND FINANCIAL STATEMENTS 2025 7

Also in 2025, Enel formalized the establishment of

Nuclitalia, a new company owned by Enel (51%), Ansaldo

Energia (39%) and Leonardo (10%), which represents the

main reference in Italy for research into new generation

nuclear power. The company is charged with the analy-

sis of SMR (Small Modular Reactor) and AMR (Advanced

Modular Reactor) technologies, evaluating their maturity,

supply chain and regulatory and financial conditions, to

support future industrial decisions and policy-makers.

Enel believes that new generation nuclear power can

support the achievement of decarbonization goals by

streamlining the Italian electricity system with a more

balanced mix ensuring greater energy independence,

long-term stability, environmental sustainability, and

lower system charges.

Enel Global Services

has consolidated a more efficient

and integrated operational model, strengthening the

Group’s performance. ICT reorganization has generated

significant benefits in terms of cost optimization and ser-

vice quality, also thanks to increasing adoption of artifi-

cial intelligence solutions. Procurement has combined a

consistent approach focused on sustainability and value

with the search for new sourcing models and enabling

technologies. Global Real Estate and General Services

supported the development of a global governance to

maximize the value of the real estate portfolio, improve

services and business infrastructure. Finally, the estab-

lishment of the Business Transformation Project unit has

further strengthened the contribution to the industrial

development and competitiveness of the Group.

In line with the Paris Agreement, we continue our de-

carbonization path towards zero net direct and indirect

emissions across our entire value chain by 2040, struc-

tured into a set of Science Based Targets initiative (SBTi)

certified targets. In 2025, absolute direct and indirect

greenhouse gas emissions amounted to approximate-

ly 62.5 MtCO

2eq

, down by 10% on 2024 (down by 67% on

2017, the baseline year for the SBTi certification).

In 2025, the Group continued to reinforce its financial

structure, building on balanced capital management, the

optimization of funding costs, and efficient and diversi-

fied access to financial markets, with a view to support-

ing the creation of sustainable value for shareholders. In

this context, Enel implemented a share buyback program,

extending from August 1 to December 16, 2025, during

which 122.5 million shares were repurchased for a total of

about €1 billion, with the aim of providing additional re-

4. Includes: Global Information & Communication Technologies, Global Procurement, Global Real Estate and General Services, Positioning and Transfor-

mation Office and Business Transformation Project.

muneration to shareholders as a result of the cancellation

of treasury shares purchased for this purpose.

In order to ensure further flexibility in liquidity manage-

ment, Enel and Enel Finance International entered into a

new five-year €12 billion revolving credit line. During 2025,

Enel Finance International successfully placed senior

bond issues on the European and US markets for a total of

€2 billion and $4.5 billion, with an overall demand exceed-

ing the equivalent of €17 billion, confirming the Group’s

financial solidity. This was in addition to a €2 billion issue

of hybrid instruments by Enel and the subscription of fi-

nancing with development banks and export credit agen-

cies for approximately the equivalent of €2 billion, further

expanding the diversification of financing sources.

In 2025, the Enel Group finalized two acquisitions, in Spain

and in the United States, in line with its new growth strat-

egy in renewables, which also includes investment in al-

ready operating brownfield assets in order to maximize

portfolio value and reduce risks.

More specifically, in Spain Endesa Generación finalized

the acquisition of the entire capital of Corporación Ac-

ciona Hidráulica SL from Corporación Acciona Energías

Renovables, a company belonging to the Acciona Group,

acquiring a portfolio of 34 hydro plants with total installed

capacity of 626 MW and increasing the Group installed

hydro capacity in Iberia to over 5.3 GW.

In the United States, Enel increased its consolidated re-

newable capacity by 285 MW, through a swap transaction

finalized by Enel Green Power North America (EGPNA) with

Gulf Pacific Power.

Finally, in line with the Group’s strategy to offer customers

a portfolio of bundled solutions with energy, products and

services, the subsidiary Endesa Energía SAU signed an

agreement with MasOrange, a leading operator in Spain,

to offer energy and telecommunications services in Spain.

This agreement includes, among other things, the acqui-

sition of Energía Colectiva SL, a company with digital and

technological expertise and over 350,000 customers in

the electricity and gas sector.

Strategy and forecasts for 2026-2028

As stated in the Strategic Plan for 2026-2028, the Enel

Group will focus on three strategic priorities:

8 REPORT AND FINANCIAL STATEMENTS 2025 Letter to shareholders and other stakeholders

• accelerating growth in countries with stable environ-

ments, focusing on grids, renewables and final custom-

ers, through greenfield and brownfield investments;

• maximizing capital productivity through optimal allo-

cation as well as efficient and effective management of

economic resources;

• ensuring a balanced risk/return profile in order to

achieve improved EPS (ordinary earnings per share)

while maintaining rigorous financial discipline.

The new Strategic Plan for 2026-2028 provides for a to-

tal gross capex of about €53 billion, an increase of about

€10 billion compared with the previous Plan.

Of these, €26 billion are to be allocated to the Integrated

Businesses, where the Group expects a strong acceler-

ation of investments in Renewables, reaching about €20

billion, in geographical areas characterized by significant

growth in electricity demand. These investments are ex-

pected to add a total of 15 GW of renewable capacity,

of which about 9 GW through greenfield projects and

about 6 GW through brownfield opportunities. More than

75% of the new capacity will be accounted for by wind

and programmable technologies, such as battery energy

storage systems. The Group will reach over 80 GW of in-

stalled renewable capacity by 2028.

As regards customers, the Group confirms their centrali-

ty and intends to increase their loyalty and value through

bundled offers, with the aim of increasing the customer

base on the free market (electricity, gas and optical fiber)

to about 26 million in 2028 from about 23 million in 2025.

The Group has planned total capital expenditure of over

€26 billion on grids, which will foster a 22% growth in

the Group’s Regulated Asset Base (RAB), from about

€47 billion at the end of 2025 to about €58 billion in

2028.

The 2026-2028 Strategic Plan aims at further improving

the Group’s risk/return profile, fostering more visible and

predictable results. Cumulative Group ordinary EBITDA

over the Plan period is expected to come to about €74

billion, and approximately 90% will derive from regulated

or contracted activities.

The Group also expects an increase in EPS to between

€0.80 and €0.82 in 2028, up from about €0.69 in 2025,

with a CAGR (Compound Average Growth Rate) of about

6%. DPS is also expected to increase in line with expected

EPS growth, by approximately 6% in terms of CAGR be-

tween 2025 and 2028.

Moreover, in order to provide shareholders with addition-

al remuneration, the Company’s Board of Directors ap-

proved the execution of a new tranche of the share buy-

back program for a total of up to €1 billion, implementing

the resolution of the Shareholders’ Meeting of May 22,

2025, which authorized the purchase and subsequent

cancellation of treasury shares for a total outlay of up to

€3.5 billion.

As regards environmental sustainability, the Group in-

tends to continue to pursue the reduction of direct and

indirect greenhouse gas emissions, in line with the Par-

is Agreement and the 1.5 °C scenario, as certified by the

SBTi, and confirm the objective of achieving net zero

emissions across all Scopes by 2040, while continuing to

safeguard the social and economic structure of commu-

nities through its Just Transition plan.

Letter to shareholders and other stakeholders ...................................................... 4

1. REPORT ON OPERATIONS ........................................... 13

Enel organizational model ................................................................................................ 14

Enel shareholders ................................................................................................................ 17

Corporate boards ................................................................................................................ 19

Enel shares .............................................................................................................................. 21

Activities of Enel SpA ......................................................................................................... 23

Significant events in 2025 ................................................................................................ 24

Definition of performance measures .......................................................................... 26

Performance and financial position of Enel SpA .................................................... 27

Performance of the main subsidiaries ........................................................................ 32

People centricity .................................................................................................................. 36

Research and development ............................................................................................ 39

Risk management ................................................................................................................ 42

Outlook ..................................................................................................................................... 45

Other information ................................................................................................................ 47

Incentive system ................................................................................................................... 49

2. CORPORATE GOVERNANCE .................................... 53

Report on corporate governance and ownership structure ............................. 54

3. SEPARATE FINANCIAL STATEMENTS .............. 57

Separate financial statements ........................................................................................ 58

Notes to the separate financial statements ............................................................. 65

Declaration of the Chief Executive Officer and the officer in charge

of financial reporting .......................................................................................................... 148

4. REPORTS .......................................................................................... 151

Report of the Board of Statutory Auditors to the Shareholders’

Meeting of Enel SpA ........................................................................................................... 152

Report of the Audit Firm ................................................................................................... 168

Notice of ordinary and extraordinary Shareholders’ Meeting .......................... 173

Allocation of the annual net income and distribution

of available reserves ........................................................................................................... 174

REPORT AND FINANCIAL STATEMENTS 2025 11

r t

sha

eholde

akeholde

.....................................................

1. REPORT ON OPERATIONS ...........................................

Cor

orate boards

...............................................................................................................

nificant events in 2025

...............................................................................................

Peop

e centr

ty ..................................................................................................................

.....................................................................................................................................

arate financial statements ........................................................................................

Report o

e Au

t F

rm ...................................................................................................

Enel organizational model

...............................................................................................

Enel shares

.............................................................................................................................

Definition of

erformance measures

.........................................................................

Researc

eve

opment ............................................................................................

Other information

...............................................................................................................

Notes to the se

arate financial statements

............................................................

Not

ce o

nary an

extraor

nary

are

ers’ Meet

ng .......................... 17

RATE

VERNAN

....................................

Enel shareholders

................................................................................................................

Activities of Enel SpA

........................................................................................................

ormance o

e ma

n su

idi

es ........................................................................

Performance and financial

osition of Enel S

A ....................................................

management

............................................................................................................... 4

EPARATE FINAN

IAL

TATEMENT

..............

4. REP

.........................................................................................

Incentive system

.................................................................................................................. 49

Declaration of the Chief Executive Officer and the officer in char

of financial reporting .......................................................................................................... 14

Allocation of the annual net income and distribution

ese

.......................................................................................................... 174

Report o

e Boar

tatutory Au

tors to t

are

ers’

Meet

ng o

Ene

pA ........................................................................................................... 15

Report on corporate governance an

owners

p structure

.............................

14 REPORT AND FINANCIAL STATEMENTS 2025 Enel organizational model

Enel organizational model

1. The Head of the Audit Function acts under the supervision of the Chairman of the Board of Directors and officially reports to the Board of Directors of

Enel SpA while continuing to functionally report to the CEO as Director in charge of the Internal Control and Risk Management System.

The Enel Group structure is organized into a matrix that

comprises:

• four Global Business Lines, which are responsible in all

the geographical areas in which the Group operates for

developing, building, operating and maintaining assets,

engaging in trading activities, as well as developing and

managing the portfolio of new products and services (in

addition to commodities);

• two Countries and one Region, which are responsible

for driving financial performance, managing relations

with customers, institutions and regulatory authorities,

sales of electricity, gas and new products and services

at the country level; providing staff services and activi-

ties to the Global Business Lines present in the country;

• a Global Service Function, responsible for the integrated

management of all Group activities in respect of the de-

velopment and governance of digital solutions, purchas-

ing, property management and related general services;

• seven Holding Company Staff Functions, which are fo-

cused on policy-making, coordination and strategic

control of the entire Group, including one CEO Office,

Strategy and Sustainability Function, which is also re-

sponsible for providing support to the CEO in devel-

oping and directing the Group’s strategic decisions

and defining the Group’s medium/long-term strategic

positioning by developing strategic scenarios that also

consider the effects of climate change.

The streamlining process to reduce organizational com-

plexity, initiated in 2024, continued in 2025, strengthening

integration, governance and strategic focus.

The Holding Company is focused on activities involving a

significant degree of policy-making, coordination and con-

trol for the Group as a whole. Operating through Admin-

istration, Finance and Control, People and Organization,

External Relations, Legal, Corporate, Regulatory and Anti-

trust Affairs, Security, Audit

and CEO Office, Strategy and

Sustainability Functions, the Holding Company seeks to:

• manage activities with significant value creation poten-

tial for the Group;

• manage activities aimed at protecting the Group from

events that could have a negative impact on its financial

position, image and business continuity;

• support top management and the Business Lines/

Functions/Region/Countries in key decisions concern-

ing those activities and related strategic control issues.

The Holding Company exercises its policy-making, coor-

dination and control role essentially through:

• direct management where, in addition to policy-mak-

ing, coordination and control, it also has a role of re-

sponsibility in the conduct of activities (e.g. finance or

M&A operations);

• indirect management, in which it plays a policy-making

and supervisory role, while execution of operations is

essentially delegated to the Business Lines/Functions/

Region/Countries on the basis of policies, processes

and guidelines.

Each Holding Company Staff Function is responsible for

defining policies, processes, procedures and organiza-

tional structures, within the scope of their remit, for the

entire Group.

The following summarizes the main responsibilities at-

tributed to the Holding Company, which are exercised by

the latter in compliance with company law and the man-

agement autonomy of the listed subsidiaries and/or those

subject to functional separation, in force in the various

countries in which we operate.

Administration, Finance and Control

The Administration, Finance and Control Function has the

mission of:

• managing the industrial planning, budgeting and re-

porting processes for the Group; monitoring the evo-

lution of the Group’s operating and financial results,

identifying any deviations and suggesting possible cor-

rective actions;

• supporting the Group Investment Committee in evalu-

ating investment proposals;

• conducting M&A operations;

Enel organizational model REPORT AND FINANCIAL STATEMENTS 2025 15

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

• defining the optimal structure of Group capital and the

composition of debt, managing loans, liquidity and re-

lations with the international banking system, financial

institutions, investors and analysts and managing finan-

cial risk and insurance coverage for the entire Group;

• setting the guidelines and policies for preparing the fi-

nancial statements and the Sustainability Statement of

the Group companies and preparing the financial state-

ments and the Sustainability Statement of Enel SpA;

• preparing an effective and adequate internal control

platform for financial, tax and non-financial/sustainabil-

ity information for corporate reporting;

• ensuring tax compliance for Enel SpA and tax planning,

guidelines and policies for the Group;

• monitoring and managing commodity, financial and

strategic risks as well as any other risk that could poten-

tially affect the Group’s value, with a view to optimizing

or minimizing their impact.

People and Organization

The People and Organization Function has the mission of:

• defining organizational arrangements in line with Group

strategies, guiding change management programs;

• managing the Function’s budget and long-term plan at

the Group level, defining guidelines and objectives;

• defining the Group’s guidelines for the compensation

and benefit process;

• managing industrial and trade union relations;

• developing the Group’s technical, professional and

managerial skills in accordance with the needs of the

business, promoting integration across the business

and cultures;

• developing and managing internal communication of

local and global content and defining the guidelines to

be applied at the country level;

• defining the Group’s strategies and guidelines for man-

aging health, safety, the environment, quality and secu-

rity (HSEQ), ensuring their implementation at the Group

level;

• identifying, evaluating and guiding the implementation

of strategic insourcing opportunities, implementing

specific upskilling, reskilling and mobility programs, and

coordinating change management activities with key

stakeholders.

External Relations

The External Relations Function has the mission of:

• developing and managing the global Enel brand iden-

tity, leveraging the Group’s resources, skills and opera-

tional excellence;

• managing relations with global media;

• managing and optimizing the Group’s online commu-

nication channels, including the Group’s websites and

social network presence;

• characterizing, representing and promoting the Enel

Group’s position with institutions, at both an interna-

tional and national level; monitoring legislative develop-

ments and identifying and suggesting regulatory pro-

posals that favor the interests of the Group.

Legal, Corporate, Regulatory and Antitrust Affairs

The Legal, Corporate, Regulatory and Antitrust Affairs

Function has the mission of:

• providing legal assistance and support to the Global

Business Lines, Staff and Service Functions, managing

legal issues and litigation and ensuring the compliance

of activities carried out by Group companies with appli-

cable laws and regulations;

• managing the corporate governance system of the

Group and advising on the related issues (including re-

lations with the financial market regulatory authorities

and managing the corporate bodies and the system of

delegated powers);

• characterizing, representing and promoting the Enel

Group’s position on regulatory and antitrust issues, rep-

resenting the Group with international organizations

and institutional bodies.

16 REPORT AND FINANCIAL STATEMENTS 2025 Enel organizational model

Audit

The Audit Function has the mission of:

• independently assessing the effectiveness and ad-

equacy of the Enel Group’s Internal Control and Risk

Management System, providing assurance and rec-

ommendations on its design and operation, in order to

promote its efficiency and effectiveness;

• ensuring a flow of high-value information to top man-

agement and relevant control bodies on audit find-

ings and key issues in order to strengthen corporate

governance;

• monitoring the Group’s risks and risk mitigation activi-

ties; define an annual risk-based audit plan aligned with

the Group’s objectives, ensuring independence and

professional competence;

• monitoring the Enel Compliance Program and managing

the whistleblowing processes at country/Holding level,

ensuring transparency, accountability and early detection

of potential risks to safeguard the integrity of the Group;

• also through ongoing surveillance activities, monitor-

ing compliance with laws, regulations and internal rules

governing the physical and financial trading of energy

commodities, including assessing compliance risks and

evaluating the implementation and effectiveness of re-

lated governance and mitigation.

Security

The Security Function has the mission of:

• developing security strategy and guidelines consistent

with risk forecasts, regulations and international stand-

ards, as well as establishing implementation priorities

and objectives at the country level;

• monitoring security risks and threats, including IT risks,

at the Group level and implementing effective meas-

ures to prevent, counter and mitigate any possible risk

or threat to the safety of people, physical and intangible

assets and the continuity of business operations.

CEO Office, Strategy and Sustainability

The CEO Office, Strategy and Sustainability Function has

the mission of:

• supporting the CEO in defining and coordinating stra-

tegic decisions and monitoring the Group’s internal ac-

tivities in relations with key internal and external stake-

holders in accordance with the CEO’s guidelines and

Group positioning;

• defining the Group’s strategy, long-term planning and

strategic objectives, and guiding the related deci-

sion-making processes;

• ensuring the alignment of internal stakeholders with

the Group’s strategic positioning, the positioning on

ESG (Environmental, Social and Governance) issues and

the strategy to be implemented in response to climate

change, as well as the related external disclosure;

• defining the strategy, positioning and guidelines in re-

spect of sustainability, also managing the execution of

sustainability projects and monitoring their performance,

as well as supporting the sustainability planning process

and the drafting of the Group’s Sustainability Report.

$Graphics$

Enel shareholders REPORT AND FINANCIAL STATEMENTS 2025 17

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Enel shareholders

At December 31, 2025 the fully subscribed and paid-up

share capital of Enel SpA totaled €10,166,679,946, rep-

resented by the same number of ordinary shares with no

par value, unchanged compared with that registered at

December 31, 2024.

Pursuant to the authorization granted by the Shareholders’

Meeting of May 22, 2025 and the subsequent resolution

of the Board of Directors of July 31, 2025, Enel completed

a share buyback program aimed at providing sharehold-

ers with a remuneration in addition to the distribution of

dividends as a result of the cancellation of treasury shares

purchased for this purpose. More specifically, as a result of

transactions carried out between August 1 and December

16, 2025 in execution of the aforementioned program, the

Company acquired a total of 122,469,633 treasury shares.

Accordingly, considering the 12,079,670 treasury shares

already held at December 31, 2024 and taking account

of the disbursement on September 4, 2025 of 994,428

Enel shares to the beneficiaries of the 2021 LTI Plan and

2022 LTI Plan, at December 31, 2025 Enel held a total of

133,554,875 treasury shares.

Significant shareholders

At December 31, 2025, based on the shareholders register

and the notices submitted to CONSOB and received by the

Company pursuant to Article 120 of Legislative Decree 58

of February 24, 1998, as well as other available information,

shareholders with interests greater than 3% in the Com-

pany’s share capital included the Ministry for the Economy

and Finance (with a 23.585% stake) and BlackRock Inc. (with

a 5.023% stake held for asset management purposes).

18 REPORT AND FINANCIAL STATEMENTS 2025 Enel shareholders

Composition of shareholder base

Since 1999, Enel has been listed on the Euronext Milan

market organized and operated by Borsa Italiana SpA.

Enel’s shareholders include leading international invest-

ment funds, insurance companies, pension funds and

ethical funds.

At December 31, 2025, institutional investors held around

58.6% of the share capital, while retail investors held

around 17.8% (unchanged from December 31, 2024); the

stake held by Ministry for the Economy and Finance was

also unchanged, at 23.6% of share capital.

The stake of socially responsible investors slightly de-

creased, to around 21.2% of the share capital at Decem-

ber 31, 2025 (from around 23.0% at December 31, 2024)

and to around 36.2% of institutional investors (from

around 39.2% at December 31, 2024).

Investors who have signed the Principles for Responsible

Investment represent around 42% of the share capital

(compared with 43.2% at December 31, 2024).

GROWTH IN SOCIALLY RESPONSIBLE INVESTING (SRI)

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

5.9

8.6

7. 7

10.3

8.0

10.5

8.6

11.3

10.5

13.7

10.8

14. 1

14.6

19.1

14.6

19.1

14.9

19.4

17.5

22.9

23.0

30.1

21.2

27.7

134

132

150

160

169

182

244

252

245

224

273

254

% share capital % float # investors

AB AB AB AB AB AB AB AB AB AB AB AB

SHAREHOLDER COMPOSITION AT

DECEMBER 2025

17.8%

Retail investors

23.6%

Ministry

for the Economy

and Finance

58.6%

Institutional

investors

INSTITUTIONAL INVESTORS BY

GEOGRAPHICAL AREA

46.1%

North America

10.4%

Rest of the world

26.1%

Rest

of Europe

5.7%

Italy

11.7%

United Kingdom

Enel shares REPORT AND FINANCIAL STATEMENTS 2025 21

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Enel shares

Enel and the financial markets

2025 2024

Gross consolidated operating profit per share (euro) 2.17 2.37

Consolidated operating profit per share (euro) 1.13 1.52

Group profit per share (euro) 0.39 0.67

Group ordinary profit per share (euro) 0.69 0.70

Dividend per share (euro) 0.49 0.47

Group equity per share (euro) 3.15 3.32

Share price – 12-month high (euro) 9.08 7.34

Share price – 12-month low (euro) 6.65 5.70

Average share price in December (euro) 8.77 6.91

Market capitalization (millions of euro)

(1)

89,191 70,230

Number of shares at December 31 (millions)

(2)

10,167 10,167

(1) Calculated on average share price in December.

(2) It includes 133,554,875 and 12,079,670 treasury shares in 2025 and 2024, respectively.

at Dec. 31, 2025 at Dec. 31, 2024

Rating

Standard & Poor’s Outlook POSITIVE STABLE

Medium/long-term BBB BBB

Short-term A-2 A-2

Moody’s Outlook STABLE STABLE

Medium/long-term Baa1 Baa1

Short-term - -

Fitch Outlook STABLE STABLE

Medium/long-term BBB+ BBB+

Short-term F2 F2

The main European stock indices closed 2025 on the rise:

FTSE-MIB +31.5%, Ibex35 +49.3%, DAX +23.0%, CAC40

+10.4%.

The euro area utilities index (EURO STOXX Utilities) also

closed the year with a rise of 34.1%.

Finally, as regards the Enel stock, 2025 ended with a price

of €8.88 per share, a rise (+28.9%) on the previous year,

slightly less marked than the performance of the Italian

and the European sector indices.

22 REPORT AND FINANCIAL STATEMENTS 2025 Enel shares

PERFORMANCE OF ENEL SHARE PRICE AND THE EURO STOXX UTILITIES

AND FTSE-MIB INDICES FROM JANUARY 1, 2025 TO DECEMBER 31, 2025

Enel

FTSE-MIB

EURO STOXX Utilities

135

130

125

120

115

110

105

100

1-Jan-25 1-Feb-25 1-Mar-25 1-Apr-25 1-May-25 1-Jun-25 1-Jul-25 1-Aug-25 1-Sep-25 1-Oct-25 1-Nov-25

1-Dec-25

Source: Bloomberg.

On January 22, 2025, Enel paid an interim dividend of

€0.215 per share from 2024 profits and on July 23, 2025

it paid the balance of the dividend for that year in the

amount of €0.255. Total dividends distributed in 2025

amounted to €0.47 per share, 9.3% higher than the €0.43

per share distributed in 2024.

On January 21, 2026, an interim dividend of €0.23 per

share was paid in respect of ordinary profit for 2025, while

the balance of the dividend is scheduled for payment on

July 22, 2026.

ESG analysts and rating agencies use different method-

ologies to continuously monitor Enel’s performance in

terms of sustainability, in relation to environmental, social

and governance aspects. ESG ratings are also strategic

tools for investors (active and passive), supporting them in

the evaluation of sustainable business models, the identi-

fication of risks and opportunities related to sustainability

and consequently the development of sustainable invest-

ment strategies.

Enel is committed to managing and constantly reporting all

ESG aspects and considers the assessments of ESG rating

agencies as an important opportunity to improve its sus-

tainability performance and identify specific action plans,

involving the various units and business lines of the Group.

Main ESG ratings

at Dec. 31, 2025 at Dec. 31, 2024

SCALE

(LOW | HIGH)

MSCI AA AA CCC | AAA

Sustainalytics ESG Risk Rating 17.4 (Low risk) 21.6 (Medium risk) 50 | 0

S&P Global ESG 81 78 0 | 100

FTSE Russell ESG 4.8 4.8 0 | 5

ISS ESG Corporate Rating B B D- | A+

CDP A (climate)

A- (water)

A (climate)

A- (water)

D- | A

24 REPORT AND FINANCIAL STATEMENTS 2025 Significant events in 2025

Significant events in 2025

The most significant events in 2025 involving the Company and the direct subsidiaries are summarized below.

Enel places new €2 billion perpetual hybrid bonds

On January 7, 2025, Enel SpA has successfully launched on

the European market new non-convertible, subordinated

perpetual hybrid bonds for institutional investors, denom-

inated in euros, for an aggregate amount of €2 billion. The

issue is structured in the following two series:

• a €1,000 million bond with an annual fixed coupon of

4.250%, which will be paid until (but excluding) the first

reset date of April 14, 2030;

• a €1,000 million bond with an annual fixed coupon of

4.5%, which will be paid until (but excluding) the first re-

set date of January 14, 2033.

The issue totaled orders in the amount of about €6.8 bil-

lion; the response from investors allowed the achievement

of an average coupon of 4.375%.

Enel launches a triple-tranche €2 billion

sustainability-linked bond in the Eurobond market

On February 17, 2025, Enel Finance International NV

launched a triple-tranche sustainability-linked bond for

institutional investors in the Eurobond market of a total €2

billion. The issue is guaranteed by Enel and has been over-

subscribed more than twice, totaling orders of around €5

billion, with a significant participation by ESG investors

and portfolios, a feature of all recent Enel issues.

The positive investor response also resulted in an average

cost below current market levels and an average coupon

lower than 3%.

Enel signs a €12 billion committed revolving credit line

On February 19, 2025, Enel SpA and its subsidiary Enel Fi-

nance International NV (EFI) signed a committed, revolv-

ing, sustainability-linked credit facility for an amount of

€12 billion and a maturity of five years.

This facility replaces the previous credit line that had been

signed by Enel and EFI in March 2021, and subsequently

amended, with an overall value of €13.5 billion. The cost

of the new facility varies on the basis of the pro-tempore

rating assigned to Enel. Based on the current rating, it has

a spread of 40 bps above Euribor, with a floor at zero; in

addition, the commitment fee is 35% of the spread.

The new facility, which has a lower cost than the previous

one, can be used by Enel itself and/or EFI, in the latter case

with a Parent company guarantee by Enel.

Significant events in 2025 REPORT AND FINANCIAL STATEMENTS 2025 25

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Enel agrees on a €756 million multiborrower and

multicurrency financing with EIFO and Citi

Enel signed an agreement aimed at granting multicur-

rency financing from Citi and Denmark’s Export and

Investment Fund (EIFO), for up to €756 million. The

agreement is based on the Group’s global business re-

lationship with Danish suppliers and is designed to meet

the financial needs related to the Enel Group’s sustaina-

ble investments.

This innovative and flexible agreement is part of the Group’s

overall strategy to diversify its sustainability-linked financ-

ing sources and allows for the allocation of general busi-

ness financing in both euros and US dollars to a number of

Group subsidiaries. The first facility for $500 million (equiv-

alent to around €430 million) was signed by Enel Finance

International NV.

Enel launches a buyback program for a total outlay

of up to €1 billion to provide additional remuneration

to shareholders

On July 31, 2025, in implementation of the resolution of

the Shareholders’ Meeting of May 22, 2025, the Com-

pany’s Board of Directors approved the launch of a

share buyback program for a total outlay of up to €1

billion and a maximum number of shares not exceed-

ing 495 million, equal to approximately 4.87% of Enel’s

share capital.

The program, extending from August 1 to December 31,

2025, was aimed at providing shareholders with a remu-

neration in addition to the distribution of dividends as a

result of the cancellation of treasury shares purchased for

this purpose.

At December 31, 2025, in execution of the program, Enel

SpA had purchased 122,469,633 treasury shares (equal to

approximately 1.2046% of the share capital), at a weight-

ed average price of €8.1653 per share and a total €1,000

million. Considering shares already held and purchases

during the period, at December 31, 2025 the Company

held a total of 133,554,875 treasury shares, equal to ap-

proximately 1.3% of the share capital.

26 REPORT AND FINANCIAL STATEMENTS 2025 Definition of performance measures

Definition of performance

measures

In order to present the results of the Company and ana-

lyze its financial structure, Enel has prepared separate

reclassified schedules that differ from those envisaged

under the IFRS-EU adopted by Enel SpA and presented

in the separate financial statements. These reclassified

schedules contain different performance measures

from those obtained directly from the separate finan-

cial statements. Management feels that these measures

are useful in monitoring the performance of the Parent

and representative of the financial performance of the

business.

As regards those measures, on April 29, 2021 CONSOB

issued warning notice 5/2021 which gives force to the

Guidelines issued on March 4, 2021 by the European Se-

curities and Markets Authority (ESMA) concerning dis-

closure requirements under Regulation (EU) 2017/1129

(the Prospectus Regulation), which took effect on May

5, 2021 and replace the references to the CESR Rec-

ommendations and those contained in Communication

DEM/6064293 of July 28, 2006 regarding the net finan-

cial position.

These Guidelines update the previous CESR Recommen-

dation (ESMA/2013/319, in the revised version of March

20, 2013) with the exception of those concerning the

special issuers referred to in Annex no. 29 of Delegated

Regulation (EU) 2019/980, which were not converted into

Guidelines and remain applicable.

They are intended to promote the usefulness and

transparency of alternative performance measures in-

cluded in regulated information or prospectuses with-

in the scope of application of Directive 2003/71/EC

in order to improve their comparability, reliability and

comprehensibility.

Accordingly, in line with the regulations cited above,

the criteria used to construct these measures are as

follows.

Gross operating profit: an operating performance indica-

tor, calculated as the sum of “Operating profit”, “Deprecia-

tion, amortization and impairment” and “Net impairment/

(reversal of impairment) of trade receivables and other

receivables”.

Net non-current assets: calculated as the difference be-

tween “Non-current assets” and “Non-current liabilities”

with the exception of:

• “Deferred tax assets”;

• “Other financial assets” included in “Other non-current

financial assets”;

• “Long-term borrowings”;

• “Employee benefits”;

• “Provisions for risks and charges (non-current portion)”;

• “Deferred tax liabilities”.

Net working capital: calculated as the difference between

“Current assets” and “Current liabilities” with the exception of:

• “Long-term loan assets (current portion)”, “Cash col-

lateral” and “Other financial assets” included in “Other

current financial assets”;

• “Cash and cash equivalents”;

• “Short-term borrowings” and the “Current portion of

long-term borrowings”;

• “Provisions for risks and charges (current portion)”;

• “Other borrowings” included in “Other current liabilities”.

Gross capital employed: calculated as the algebraic sum

of “Net non-current assets” and “Net working capital”,

“Deferred tax liabilities” and “Deferred tax assets”.

Net capital employed: calculated as the algebraic sum of

“Gross capital employed”, “Provisions for risks and charg-

es” and “Employee benefits”.

Net financial debt: a financial structure indicator, calcu-

lated as:

• “Long-term borrowings”, “Short-term borrowings” and

the “Current portion of long-term borrowings”, taking

account of “Short-term borrowings” included in “Other

current liabilities”;

• net of “Cash and cash equivalents”;

• net of the “Current portion of long-term loan assets”,

“Cash collateral” and “Other financial assets” included

in “Other current financial assets”;

• net of “Other financial assets” included in “Other

non-current financial assets”.

Performance and financial position of Enel SpA REPORT AND FINANCIAL STATEMENTS 2025 27

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Performance and financial

position of Enel SpA

Performance

The financial performance of Enel SpA for the year 2025 is summarized in the table below.

Millions of euro 2025 2024 Change

Revenue

Revenue from sales and services 110 110 -

Other income 12 11 1

Tot al 122 121 1

Costs

Purchase of consumables ---

Services, leases and rentals 177 177 -

Personnel expenses 205 146 59

Other operating costs 21 14 7

Tot al 403 337 66

Gross operating profit/(loss) (281) (216) (65)

Depreciation, amortization and impairment losses 995 3,585 (2,590)

Operating profit/(loss) (1,276) (3,801) 2,525

Net financial income/(expense) and profit/(expense) from equity investments

Income from equity investments 4,528 6,563 (2,035)

Financial income 805 1,098 (293)

Financial expense 1,138 1,406 (268)

Tot al 4,195 6,255 (2,060)

Pre-tax profit 2,919 2,454 465

Income taxes (149) (144) (5)

PROFIT FOR THE YEAR 3,068 2,598 470

Revenue from sales and services regards revenue for

management services, IT assistance and other services

provided to subsidiaries and is unchanged from the pre-

vious year.

Other income essentially includes the chargeback of

costs for Enel SpA personnel seconded to other Group

companies, the Fondazione Centro Studi Enel and Enel

Cuore Onlus.

Costs for services, leases and rentals regard services

provided by Group companies, in the amount of €105

million, and third parties, in the amount of €72 million.

The charges for services provided by Group companies

essentially refer to the subsidiaries Enel Global Services

Srl and Enel Italia SpA and concern IT assistance servic-

es, management services and other services. Third-party

services mainly include costs for advertising and spon-

sorship and professional and technical services, as well

as IT services.

Personnel expenses totaled €205 million, an increase of

€59 million compared with 2024, mainly attributable to

the increase in the average workforce and headcount and

in employee benefits.

Other operating expenses, amounting to €21 million, in-

creased by €7 million compared to 2024, mainly due to

other miscellaneous operating expenses and the settle-

ment of prior-year items.

The gross operating loss came to €281 million, an increase

of €65 million on the previous year, attributable to the in-

crease in personnel and other operating costs.

28 REPORT AND FINANCIAL STATEMENTS 2025 Performance and financial position of Enel SpA

Depreciation, amortization and impairment losses

amounted to €995 million, a decrease of €2,590 million

on 2024.

Depreciation and amortization amounted to €41 million,

of which €5 million in depreciation and €36 million in

amortization.

Impairment losses include the adjustment in the value of

the investments in the subsidiaries Enel X Srl in the amount

of €520 million, Enel Green Power SpA in the amount of

€308 million, Enel Holding Finance Srl in the amount of

€88 million, Enel Finance International NV in the amount

of €29 million and Vektör Enerjí Üretím Anoním Şírketí in

the amount of €9 million.

In 2024, impairment losses included the adjustment in

the value of the investments in the subsidiaries Enel

Holding Finance Srl in the amount of €2,587 million and

Enel Finance International NV in the amount of €862

million, as resulting from the impairment test carried

out following the partial distribution of available capital

reserves. The item also included the value adjustment

of the investment in the subsidiary Enel Reinsurance -

Compagnia di riassicurazione SpA in the amount of €47

million.

The operating loss came to €1,276 million, an improve-

ment of €2,525 million due to lower impairment losses on

equity investments.

Income from equity investments amounted to €4,528 mil-

lion and included dividends approved by subsidiaries and

associates. Compared with 2024, the decrease of €2,035

million mainly reflected lower dividend distributions by the

subsidiaries Enel Holding Finance Srl and Enel Finance In-

ternational NV, which in 2024 distributed available capital

reserves of €4,300 million, partially offset by the increase

in dividends distributed by Enel Italia SpA, Enel Iberia SRLU

and Enel Global Trading SpA.

Net financial expense came to €333 million, mainly re-

flecting net financial expense on derivative contracts in

the amount of €63 million, interest expense on financial

debt in the amount of €637 million, interest income on

financial assets of €154 million and other commission

income on guarantees issued for other Group compa-

nies of €136 million. Compared with the previous year,

net financial expense increased by €25 million, reflect-

ing higher net financial expense on derivative contracts

of €159 million and lower other net financial expense

of €134 million. In particular, interest expense on other

borrowings, bank loans and bonds decreased by €242

million, while the positive effect related to exchange rate

movements increased by €124 million, partly offset by a

decrease in interest income on short-term financial as-

sets for €194 million.

Income taxes for 2025 showed a benefit of €(149) mil-

lion, mainly as a result of the reduction in the tax base for

the corporate income tax (IRES) compared with pre-tax

profit due to the exclusion of 95% of the dividends re-

ceived from the subsidiaries and the deductibility of Enel

SpA’s interest expense for the Group under the consoli-

dated taxation mechanism in accordance with corporate

income tax law (Article 96 of the Consolidated Income

Tax Code).

Profit for the year totaled €3,068 million, compared with

€2,598 million in 2024. The increase of €470 million is es-

sentially attributable to lower impairment adjustments on

equity investments and the decrease in income from eq-

uity investments, as commented earlier.

Performance and financial position of Enel SpA REPORT AND FINANCIAL STATEMENTS 2025 29

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Analysis of financial position

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Net non-current assets:

- property, plant and equipment and intangible assets 76 87 (11)

- equity investments 59,303 58,478 825

- net other non-current assets/(liabilities) (313) (351) 38

Tot al 59,066 58,214 852

Net working capital:

- trade receivables 174 197 (23)

- net other current assets/(liabilities) (2,103) (2,259) 156

- trade payables (129) (132) 3

Tot al (2,058) (2,194) 136

Gross capital employed 57,008 56,020 988

Provisions:

- employee benefits (124) (112) (12)

- provisions for risks and charges and net deferred taxes 41 49 (8)

Tot al (83) (63) (20)

Net capital employed 56,925 55,957 968

Equity 34,403 36,386 (1,983)

NET FINANCIAL DEBT 22,522 19,571 2,951

The increase in net non-current assets includes:

• €825 million, from the increase in the value of the in-

vestments in subsidiaries, which was basically attribut-

able to the capital contributions to Enel Green Power

SpA (€1,193 million), Enel X Srl (€500 million), Enel Glob-

al Services Srl (€70 million) and Vektör Enerjí Üretím

Anoním Şírketí (€9 million), the purchase of Enel Améri-

cas SA shares for about €1 million, partly offset by the

value adjustments of the equity investments in Enel X

Srl (€520 million), Enel Green Power SpA (€308 million),

Enel Holding Finance Srl (€88 million), Enel Finance In-

ternational NV (€29 million) and Vektör Enerjí Üretím

Anoním Şírketí (€9 million);

• €38 million, from the decrease in net other non-current

assets/(liabilities), essentially reflecting:

• a decrease in non-current derivative liabilities (€71 mil-

lion) and in non-current derivative assets (€47 million);

• an increase in other non-current financial assets (€17

million);

• €11 million, from changes in property, plant and equip-

ment and intangible assets, reflecting the net negative

balance between depreciation/amortization and capital

expenditure during the year.

Net working capital, a negative €2,058 million, increased

by €136 million compared with December 31, 2024, re-

flecting:

• €156 million, due to the decrease in net other current

assets/(liabilities), mainly reflecting:

• a decrease in other current liabilities (€272 million)

mainly due to lower IRES tax payables (€355 million),

partly offset by higher payables to Group companies

in respect of the Italian IRES tax consolidation mech-

anism (€87 million);

• a decrease in other current assets (€31 million) mainly

due to a decrease in receivables from Group compa-

nies in respect of the Italian IRES tax consolidation

mechanism (€278 million), partly offset by higher re-

ceivables from Group companies in respect of divi-

dends (€117 million) and VAT receivables from tax au-

thorities (€100 million);

• a decrease in the value of current derivative liabil-

ities (€57 million) and in current derivative assets

(€80 million);

• €23 million, due to the decrease in trade receivables, of

which €20 million from Group companies and €3 million

from third parties;

• €3 million, due to the decrease in trade payables. Paya-

bles to Group companies decreased by €4 million, while

payables to third parties increased by €1 million.

Net capital employed at December 31, 2025 came to

€56,925 million and was funded by equity of €34,403 mil-

lion and net financial debt of €22,522 million.

Equity amounted to €34,403 million, down by €1,983 mil-

lion on 2024. In particular, the decrease is mainly attribut-

able to comprehensive income for the year amounting to

30 REPORT AND FINANCIAL STATEMENTS 2025 Performance and financial position of Enel SpA

€3,096 million; the distribution of the dividend for 2024

in the amount of €0.255 per share (for a total of €2,593

million), as approved by the Shareholders’ Meeting on May

22, 2025, and of the interim dividend for 2025 approved

by the Board of Directors on November 13, 2025 and

paid as from January 21, 2026 (€0.23 per share for a total

€2,338 million); the net change in perpetual hybrid bonds

in the amount of €1,074 million; the payment of coupons

to holders of perpetual hybrid bonds for a total €266 mil-

lion; the decrease in the retained earnings reserve follow-

ing the approval by the Company’s Board of Directors on

July 31, 2025, implementing the authorization granted by

the Shareholders’ Meeting of May 22, 2025, of the launch

of a share buyback program for a total outlay of up to

€1,000 million, aimed at providing shareholders with a re-

muneration in addition to the distribution of dividends as

a result of the cancellation of treasury shares purchased

for this purpose.

Net financial debt amounted to €22,522 million at the end

of the year, with a debt-to-equity ratio of 65.47% (53.78%

at the end of 2024).

Analysis of the financial structure

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Long-term debt:

- bank borrowings - 1,000 (1,000)

- bonds 2,068 2,201 (133)

- other lease financing 22-

- loans from subsidiaries 17,009 14,142 2,867

Long-term debt 19,079 17,345 1,734

Loan assets from third parties (3) (3) -

Net long-term debt 19,076 17,342 1,734

Short-term debt/(liquidity):

- current portion of long-term loans 3,231 567 2,664

- short-term bank borrowings 53 - 53

- short-term debt payable to Group companies 2,500 3,000 (500)

- cash collateral received 57 104 (47)

Short-term debt 5,841 3,671 2,170

- other short-term financial receivables (3) (5) 2

- cash collateral paid (417) (461) 44

- net short-term financial position with Group companies (1,921) 1,145 (3,066)

- cash and cash equivalents with banks and short-term securities (54) (2,121) 2,067

Net short-term debt/(liquidity) 3,446 2,229 1,217

NET FINANCIAL DEBT 22,522 19,571 2,951

Net financial debt amounted to €22,522 million, up €2,951

million compared with 2024, as a result of the increase in

net long-term debt of €1,734 million and net short-term

debt of €1,217 million.

The main financial transactions in 2025 causing the in-

crease in net financial debt were:

• the signing of a long-term non-revolving credit line at

floating-rate with the subsidiary Enel Finance Interna-

tional NV, fully drawn for €5,000 million;

• the partial repayment of long-term loans to the sub-

sidiary Enel Finance International NV for a total of €132

million;

• the repayment of the maturing portion of an INA bond

in the total amount of €97 million;

• the repayment to the subsidiary Enel Finance Interna-

tional NV of a short-term revolving credit line, maturing

in July 2025, for €3,000 million;

• the signing of a new short-term revolving credit line with

Enel Finance International NV, used for €2,500 million;

• the decrease in the exposure arising from bank bor-

rowings and bonds in foreign currency, due to favora-

ble exchange rate developments, for a total of €38

million;

• the repayment of a long-term bank loan of $349 million

(equal to €336 million), including the accrued exchange

rate difference;

• the decrease in cash at banks and short-term securities

of €2,067 million;

Performance and financial position of Enel SpA REPORT AND FINANCIAL STATEMENTS 2025 31

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statements

Reports

• the increase in the net short-term financial position

with Group companies resulting from the increase in

the balance from intercompany current account in the

amount of €3,066 million.

Cash and cash equivalents with banks and short-term se-

curities, amounting to €54 million, decreased by €2,067

million compared with December 31, 2024 mainly reflect-

ing the implementation of the share buyback program

aimed at providing shareholders a remuneration in addi-

tion to the distribution of dividends and the decrease in

dividends received from subsidiaries, associates and oth-

er companies compared with the previous year.

Please see the following section “Cash flows” for more

details.

Cash flows

Millions of euro 2025 2024 Change

Cash and cash equivalents at the beginning of the year 2,121 1,122 999

Cash flows from/(used in) operating activities 3,814 5,690 (1,876)

Cash flows from/(used in) investing activities (1,795) (1,085) (710)

Cash flows from/(used in) financing activities (4,086) (3,606) (480)

Cash and cash equivalents at the end of the year 54 2,121 (2,067)

Cash flows from operating activities in 2025 were a posi-

tive €3,814 million (€5,690 million at December 31, 2024),

a decrease of €1,876 million on 2024 mainly attributable

to a decrease in dividends received from subsidiaries in

the amount of €1,930 million.

Investing activities absorbed cash flows of €1,795 million,

essentially reflecting the capital contributions to the sub-

sidiaries Enel Green Power SpA (€1,193 million), Enel X Srl

(€500 million) and Enel Global Services Srl (€70 million).

During the year, financing activities absorbed cash flows

of €4,086 million, mainly reflecting the payment of divi-

dends (€4,773 million), the implementation of the share

buyback program, aimed at providing shareholders with

a remuneration in addition to the distribution of divi-

dends as a result of the cancellation of treasury shares

purchased for that purpose, which resulted in a total

outlay of about €1,005 million at 31 December, including

transaction costs, as well as the net increase in short-

term and long-term debt, mainly attributable to the

short-term net financial position towards Group compa-

nies (about €3,066 million), the decrease in short-term

credit lines to Enel Finance International NV for €500

million, the repayment of bank loans for €300 million and

other loans for a total of €229 million, and to the pay-

ment of coupons to holders of perpetual hybrid bonds

(€266 million).

These payments were partially offset by the net increase

in perpetual hybrid bonds (€1,074 million), net of trans-

action costs, and the use of a new credit line signed with

Enel Finance International NV in the amount of €5,000

million.

The cash requirements of financing and investing activi-

ties were funded by the cash flows generated by operat-

ing activities in the amount of €3,814 million, which deter-

mined cash and cash equivalent at the end of the year of

€54 million.

32 REPORT AND FINANCIAL STATEMENTS 2025 Performance of the main subsidiaries

Performance of the main

subsidiaries

Millions of euro

Financial

statements Revenue Costs

Gross operating profit/

(loss)

Amortization,

depreciation and

impairment losses

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Endesa SA Consolidated 21,424 21,307 15,668 16,014 5,756 5,293 2,425 2,222

Enel Américas

Consolidated 12,829 12,850 9,054 9,398 3,775 3,452 1,398 1,417

Enel Chile SA Consolidated 4,144 3,905 2,841 3,199 1,303 706 409 341

Enel Italia SpA Consolidated 32,103 38,135 22,433 27,617 9,670 10,518 4,158 3,302

Enel North

America Inc.

Consolidated 1,784 2,157 970 1,027 814 1,130 1,377 536

Enel Finance

International NV

Separate 1,731 2,338 1,567 1,872 164 466 - -

Enel Grids Srl Separate 381 364 369 367 12 (3) 16 1

Enel Global

Services Srl

Separate 851 847 827 787 24 60 40 49

Enel Global

Trading SpA

Separate 22,692 15,772 21,839 14,177 853 1,595 57 50

Enel Green

Power SpA

Separate 325 489 347 379 (22) 110 322 132

Enel Holding

Finance Srl

Separate ------882,586

Enel Iberia

SRLU

Separate 50 47 48 55 2 (8) - -

Enel Innovation

Hubs Srl

Separate 3434----

Enel Investment

Holding BV

Separate 2 2 3 3 (1) (1) - -

Enel X Srl

(1)

Separate 220 191 204 198 16 (7) 181 297

Enelpower Srl Separate - - (2) - 2 - - -

Enel

Reinsurance -

Compagnia di

riassicurazione

SpA

Separate 226 218 215 213 11 5 - -

(1) On January 1, 2025, Enel X Srl incorporated Enel X Way Srl. For comparative purposes, the figures as at December 31, 2024 reflect a pro-forma of the

merger.

34 REPORT AND FINANCIAL STATEMENTS 2025 Performance of the main subsidiaries

Millions of euro

Financial

statements Non-current assets Current assets Total assets

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Endesa SA Consolidated 29,119 28,232 8,363 9,113 37,482 37,345

Enel Américas SA Consolidated 23,990 23,240 5,701 7,165 29,691 30,405

Enel Chile SA Consolidated 9,081 10,182 1,906 2,169 10,987 12,351

Enel Italia SpA Consolidated 45,515 43,659 10,847 12,127 56,362 55,786

Enel North America Inc. Consolidated 11,847 14,063 867 952 12,714 15,015

Enel Finance International NV Separate 41,374 41,274 9,629 10,373 51,003 51,647

Enel Grids Srl Separate 88 94 289 283 377 377

Enel Global Services Srl Separate 150 142 419 461 569 603

Enel Global Trading SpA Separate 180 222 5,315 7,701 5,495 7,923

Enel Green Power SpA Separate 1,523 1,775 776 587 2,299 2,362

Enel Holding Finance Srl Separate 5,199 5,287 - 1 5,199 5,288

Enel Iberia SRLU Separate 26,248 26,304 1,449 1,253 27,697 27,557

Enel Innovation Hubs Srl Separate 7 - 3 10 10 10

Enel Investment Holding BV Separate 2 3 4 4 6 7

Enel X Srl

(1)

Separate 1,750 1,488 238 242 1,988 1,730

Enelpower Srl Separate - 1 34 35 34 36

Enel Reinsurance -

Compagnia di riassicurazione

SpA

Separate 797 582 698 852 1,495 1,434

(1) On January 1, 2025, Enel X Srl incorporated Enel X Way Srl. For comparative purposes, the figures as at December 31, 2024 reflect a pro-forma of the

merger.

36 REPORT AND FINANCIAL STATEMENTS 2025 People centricity

People centricity

Enel SpA employees at December 31, 2025 numbered

1,318, an increase of 188 reflecting the net balance be-

tween new hires and terminations.

The following table reports the average number of employ-

ees by category with comparative figures for the previous

year, as well as the headcount at December 31, 2025.

No.

Average workforce Headcount

2025 2024 Change at Dec. 31, 2025

Senior managers 210 184 26 222

Middle managers 740 593 147 801

White collar 303 271 32 295

Total 1,253 1,048 205 1,318

The following table reports changes in the workforce during the year.

Headcount at Dec.

31, 2024 New hires Terminations Inward transfers Outward transfers

Headcount at Dec.

31, 2025

1,130 19 27 290 94 1,318

People and organization

The profound social, economic, demographic, and cul-

tural transformations we are experiencing today, from

the energy transition to digitization and technological

innovation, and the rapid rise of artificial intelligence,

are all profoundly affecting the world of work, over-

turning paradigms and imposing major cultural, tech-

nological, organizational and developmental changes,

all calling for new professional roles, attitudinal traits

and talents.

To face this change, it is essential to act in an inclusive

manner, putting people at the center of both the world of

work and of society as a whole, equipping them with the

tools they need to face the pace of this transformation.

Organizations are being increasingly called upon to ori-

ent themselves towards new agile, sustainable business

models throughout the entire value chain. It is also es-

sential to adopt policies that bring out the diversity and

talents of each individual, along the entire professional

life cycle, knowing that the contribution of the individual

represents an essential element in the creation of wide-

spread, shared value.

The centrality of the person, constant listening, sharing,

enhancement of the entrepreneurial capacities of individ-

uals, involvement are some of the keywords that guide our

way of working and experiencing Enel.

Building on an increasingly efficient and streamlined organ-

ization, the management of human capital and the central-

ity of people take on a fundamental role in the implementa-

tion of Enel’s industrial strategy, as enabling factors to which

specific objectives are linked, the main ones being: the con-

stant development of skills and competencies through the

promotion of reskilling and upskilling for our people; the

implementation of models for assessing the working envi-

ronment and performance; the dissemination and rigorous

evaluation of the effects of diversity and inclusion policies in

all countries where the Group has a presence, as well as an

inclusive organizational culture based on the principles of

non-discrimination and equal opportunity, which are fun-

damental drivers for attracting and retaining talent.

The Company is committed to enhancing the resilience

and flexibility of its organizational models through the

simplification and evolution of the organizational mod-

el with constant focus on designing clear accountability

among the actors involved and a procedural system with

global governance and control, digitalization of process-

es, development of artificial intelligence technologies and

a data-driven approach.

People centricity REPORT AND FINANCIAL STATEMENTS 2025 37

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All of this aims to enable the autonomy and account-

ability of individuals and teams by strengthening em-

powerment processes and fostering an entrepreneurial

approach that values people’s talents, aptitudes, and

aspirations. Innovative working methods and promo-

tion of internal mobility, as well as the use of flexible

organizational models, are tools aimed precisely at

supporting this evolution of organizational culture on

the basis of trust, innovation, proactivity, respect, and

flexibility.

Health and safety

Generating a strong and sustainable safety culture shared

by all members of the organization is a strategic objective.

For this reason, Enel is committed to defining and imple-

menting processes, conditions, and work environments

that are increasingly healthy and safe for its employees,

for the companies that collaborate with it, for its custom-

ers, and for the communities with which it interacts on a

daily basis, while promoting the continuous strengthening

of a culture of safety in part by way of dedicated training

courses.

The main health and safety risks to which the employees

of Enel and its contractors are exposed are attributable

to performing operational activities at the Group’s sites

and assets. These risks may shift, or change completely,

depending on economic and social trends, as well as on

the introduction of digitization in processes and opera-

tional activities. Another type of health and safety risk is

connected with non-compliance with applicable laws and

regulations. This can impact on health and safety and lead

to administrative or judicial penalties, and thus produce

economic-financial and reputational impacts on the Enel

Group.

For this reason, each Group business line has its own

Health and Safety Management System compliant with

the international UNI ISO 45001 standard. The Manage-

ment System is based on the identification of dangers,

the qualitative and quantitative assessment of risks, in-

cluding economic-financial and reputational risks, the

planning and implementation of prevention and protec-

tion measures, the verification of the effectiveness of

these measures and any corrective actions, with applica-

tion also in the rigorous processes of contractor selec-

tion and management. These systems make it possible

to ensure regulatory compliance, to verify the effective-

ness of processes and related remedial actions with a

view to continuous improvement and, finally, to ensure

the dissemination of a “risk-based” approach as well as

a robust organizational and individual culture on more

general Health and Safety issues. The key document of

these systems is the Group’s Health and Safety Policy,

agreed with the Board of Directors and signed by the

CEO, which describes the guiding principles, strategic

objectives, approach, and guidelines and priorities for

the continuous improvement of health and safety per-

formance.

From an operational standpoint, health and safety risks

are specifically assessed at each site or asset based on

the activities performed by workers and the conditions

of the workplaces and external environmental conditions.

This assessment enables us to identify prevention and

protection measures for safety in the workplace and to

plan their implementation, improvement and control in

order to verify their effectiveness and efficiency.

In addition to preventive risk assessment, Enel has de-

veloped a structured field inspection process aimed at

continuously monitoring behavior, compliance with pro-

cedures and working methods, and consequently the

correct management of health and safety risks for both

internal personnel and external contractors. This process,

managed by both internal staff and certified companies,

allows for the identification of risk situations (non-compli-

ance) and the related plans containing corrective actions,

including training courses, coaching and dissemination of

the culture of safety.

As regards contractors specifically, Enel’s approach is to

consider them as partners in embracing the key princi-

ples of health and safety for its workers, who are there-

fore considered on a par with internal employees in the

application of these principles and in their attention to

workplace health and safety issues. Therefore, safety is

integrated into the procurement process, and contractor

performance is monitored both in the preliminary phase,

using the qualification system, and in the contract exe-

cution phase, through numerous control processes and

tools such as the Contractor Assessment (analyses of

contractors’ organization, processes and working meth-

ods in the qualification phase or in cases where critical

issues or low scores emerge in the evaluation of the indi-

cators) or the Evaluation Groups (periodic interfunctional

meetings conducted across all Global Business Lines and

geographical areas in order to evaluate the safety perfor-

Research and development REPORT AND FINANCIAL STATEMENTS 2025 39

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Research and development

Enel SpA does not directly engage in research and development, as within the Group those activities are performed by a

number of subsidiaries and associates.

Innovation

The Group’s innovation model leverages several tools to

find new solutions to business challenges, allowing the in-

volvement of an extended ecosystem of industrial partners,

large companies, small and medium-sized enterprises, re-

search centers, universities, entrepreneurs and startups

in the innovation process. The main channels used by the

Group include the www.openinnovability.enel.com crowd-

sourcing platform for innovative solutions, and the global

network of Innovation Hubs, located in the innovation eco-

systems most relevant for the Group, such as Europe and

the United States, and which provide the main source of

scouting for innovative solutions. Enel provides participat-

ing companies with skills, structures for the technical and

economic validation of new solutions in an industrial envi-

ronment as well as a global network of partners to support

their development and possible scale-up. Furthermore,

through co-development with suppliers, the Group aims

to quickly and effectively implement innovative solutions at

the pre-commercial development level and leverages ex-

isting skills and the customization and transfer of solutions

already used in other production sectors.

The Enel Group adopted the ISO 56002 standard for

innovation management and during 2025 was among

the first companies to apply the principles of ISO

56001:2024 “Innovation Management System - Require-

ments”, thus strengthening the governance of the inno-

vation process and increasing its operational efficiency.

Through the UNI/PdR 155:2023 practice “Sustainable

innovation management - Guidelines for the manage-

ment of sustainable innovation processes in companies

through open innovation”, Enel provides a reference for

organizations that want to build an effective sustainable

innovation management process.

62 25

Proofs of Concept,

launched to test

innovative solutions

Solutions

in scale-up phase

in the business

In 2025, the innovation project portfolio was simplified and

constantly aligned with both the strategic directions and

business priorities in the various areas, through a careful

process of selection and allocation of resources to the

best initiatives in terms of value generation, sustainability

and scalability, focusing on the development, digitalization

and resilience of networks, new technologies for renewable

generation and models to enable new services, innovative

systems for energy storage, solutions to support people

safety and reduce impacts on the environment and biodi-

versity, development of digital solutions based on artificial

intelligence to improve operational efficiency and profita-

bility, as well as solutions for customer electrification and

engagement and innovative offer models.

During 2025, 62 Proofs of Concept were launched to test

new solutions, while 25 innovative solutions were identi-

fied by the business for large scale implementation.

Intellectual property

Enel’s intellectual property (IP) portfolio represents an

information and technology asset that is essential for

sustainable and competitive growth. This portfolio was

created within an open innovation ecosystem, in which

IP protection instruments guarantee protection, valori-

zation and continuity to the strategic innovations devel-

oped by the Group.

In 2025 Enel further strengthened the prevention, mit-

igation and management of intellectual property risks

within the Group’s Intellectual Property Management

processes to ensure structured and proactive control

over the quality, strategic coherence and protection of

innovations.

40 REPORT AND FINANCIAL STATEMENTS 2025 Research and development

In this context, human capital remains central: active em-

ployee participation, supported by leaner, digital tools

and processes, strengthens the culture of innovation and

fosters greater awareness of the crucial role intellectual

property plays in the Group’s sustainable development.

At December 31, 2025, the Group owned 553 patents for

industrial inventions, 310 of which are granted titles, be-

longing to 193 patent families, 17 utility models and 181

design registrations. In addition to patents, utility models

and designs, IP rights also include copyright, sui gener-

is rights on databases and know-how. As regards trade-

marks, the Group holds 1,845 registrations, 1,749 of which

have already been granted.

Activities aimed at protecting the Group’s trademark

portfolio also continued during 2025. In addition, the

trademark “Enel Dynamic Accounting Platform – DAP”

associated with the platform has been registered, ena-

bling an operational, innovative, effective and sustainable

management of accounting activities, regardless of geo-

graphical location.

Digitalization

Digital transformation is an indispensable strategic le-

ver for the pursuit of environmental, social and gov-

ernance (ESG) sustainability goals, acting as a catalyst

for the energy transition, reducing the environmental

footprint and generating lasting value for the entire

ecosystem of stakeholders. In fact, the adoption of dig-

ital solutions makes it possible to improve the efficient

use of natural resources, while at the same time ensur-

ing timely and real-time monitoring of climate-chang-

ing emissions and enabling advanced smart grid mod-

els for the intelligent management of distribution and

consumption. In addition, digitization consistently acts

as an engine of social inclusion, enhancing univer-

sal accessibility to services and ensuring that barriers

to entry are removed. This evolution is accompanied

by constant monitoring of digital risk management,

carried out as described in a relevant section of this

document.

In this strategic context, the adoption of artificial intelli-

gence (AI) emerges as a crucial accelerator for the evolu-

tion of the energy sector, enabling the management of the

growing complexity of the electricity system and the en-

hancement of the resilience of critical infrastructures. The

integration of AI systems into operational and management

processes enables a profound transformation along the

entire value chain, optimizing energy flows and supporting

decision-making processes through advanced predictive

analyses. To ensure informed adoption of such technol-

ogies, the Company has developed and is refining robust

governance tools to strengthen the control and monitoring

of artificial intelligence systems, in line with the AI Act. This

approach ensures that process evolution and oversight ac-

tivities are constantly aligned with standards of operational

excellence and business integrity, guaranteeing AI systems

management that is both effective, secure and consistent

with the Group’s long-term objectives.

Cyber security

In today’s context of increasing digitization and inter-

connection, cyber security is a key factor of operational

stability and business resilience. The evolution of increas-

ingly sophisticated cyber threats, coupled with increasing

vulnerabilities in the supply chain, the use of automated

and AI-enhanced attack tools, and a constantly tightening

regulatory framework, is pushing organizations to adopt

more structured and integrated cyber risk governance

and management models. In such a scenario, it is crucial to

adopt a systemic and proactive approach to cyber securi-

ty, based on the definition of a clear and shared strategy,

the continuous identification and assessment of risks, the

implementation of appropriate measures to prevent and

respond to cyber incidents, as well as the development of

a strong security culture and close cooperation between

public and private actors, in order to strengthen opera-

tional resilience and ensure business continuity and the

protection of strategic assets.

In order to preside over and manage cyber risk in a glob-

al operating context, Enel has adopted a Cyber Security

operating model, placed under the responsibility of the

Group’s Chief Information Security Officer (CISO), which

governs the definition of the security strategy, regulato-

ry compliance oversight, continuous risk monitoring, and

cyber incident prevention, management and response,

applied across all geographical areas, businesses and IT,

OT and IoT technology environments, to protect a highly

Research and development REPORT AND FINANCIAL STATEMENTS 2025 41

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Separate financial

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Reports

articulated digital scope in the 28 countries in which the

Group operates. The model is based on the Cyber Secu-

rity Framework, which defines the principles and opera-

tional processes for cyber security management.

The cyber security strategy is approved and monitored by

the Cyber Security Committee, chaired by the Group CEO,

with the involvement of top management and control

bodies, to ensure a structured, consistent and integrated

management of cyber risk at Group level.

Enel’s Cyber Emergency Readiness Team (CERT), active

24/7, continuously monitors and proactively manages

cyber incidents through sophisticated data analysis and

correlation systems. In 2025, CERT responded to 25 cyber

incidents classified as potentially medium-high impact,

none as potentially critical.

In these incidents, the Company’s operational procedures

were promptly activated to ensure an effective response

and contain the impact on people, services and assets.

With a view to prevention and continuous strengthening

of cyber incident response capabilities, Enel promotes

specific exercises (so-called “cyber exercises”), which are

now an integral part of cyber incident management activ-

ities, simulating real cyber attacks without impacting op-

erations while involving technical structures and business

functions with the aim of testing responsiveness, verifying

the effectiveness of processes and identifying possible

areas for improvement. During 2025, 64 cyber exercises

were carried out globally, confirming that this activity is an

established practice within the Group.

In line with the approach adopted by the Group, various

initiatives are implemented that act in three fundamental

areas, namely people, processes and technologies, since

each of them plays a crucial role in the protection of com-

pany resources.

First of all, the Company constantly promotes training and

awareness-raising activities, including compulsory training

modules aimed at all personnel, with the aim of consolidat-

ing a widespread culture of cyber security and increasing

awareness of cyber threats, particularly those exploiting

vulnerabilities linked to human interaction. On the pro-

cess side, policies, procedures and technical guidelines

are adopted and updated that establish security principles,

rules and controls complying with international standards

and industry best practice. These controls include the

management and monitoring of access to systems, as well

as the analysis and timely handling of cyber incidents. To

support these activities, the Group implements advanced

technology solutions and regularly conducts security tests

to verify the resilience of IT, OT and IoT environments. These

activities are integrated into a structured and digitized pro-

cess that enables the continuous monitoring of vulnerabil-

ities and their proactive mitigation, including through the

involvement of qualified external providers, to ensure the

effective protection of critical assets.

42 REPORT AND FINANCIAL STATEMENTS 2025 Risk management

Risk management

The Enel Group risk governance model

In its capacity as an industrial holding company, Enel SpA

is exposed to the same risks associated with the Group’s

business. In this regard, consistently with the Internal

Control and Risk Management System (ICRMS), Enel has

also adopted a risk governance model based on a number

of “pillars” described below, as well as a uniform taxonomy

of risks (the “risk catalogue”) that facilitates their manage-

ment and organic representation.

The “pillars” of risk governance

Enel has adopted a reference framework for risk governance

that is implemented in the real world through the establish-

ment of specific management, monitoring, control and re-

porting controls for each of the risk categories identified.

The Group’s risk governance model is in line with the best

national and international risk management practices and

is based on the following pillars:

123456

LINES

OF DEFENSE

GROUP RISK

COMMITTEE

LOCAL

RISK

COMMITTEES

RISK

APPETITE

FRAMEWORK POLICIES REPORTING

• Lines of defense. The Group’s arrangements are struc-

tured along three lines of defense for risk management,

monitoring and control activities, in compliance with

the principle of segregating roles in the main areas in

respect of significant risks.

• Group Risk Committee. This body, set up at manage-

ment level and chaired by the Chief Executive Officer,

is responsible for strategic guidance and risk manage-

ment supervision through:

• analysis of the main exposures and the main risk is-

sues faced by the Group;

• adoption of specific risk policies applicable to Group

companies, in order to identify roles and responsi-

bilities in risk management, monitoring and control

processes, in compliance with the principle of organ-

izational separation between the units responsible for

operations and those responsible for monitoring and

controlling risks;

• approval of specific operating limits, authorizing ex-

ceptions to these limits for specific circumstances or

needs, where necessary and appropriate;

• definition of risk response strategies.

The Group Risk Committee generally meets four times a

year and can also be convened, where deemed neces-

sary, by the Chief Executive Officer and the head of the

“Risk Control” unit, which forms part of the “Administra-

tion, Finance and Control” Function.

• Local risk committees. Specific local risk committees,

structured according to the Group’s main Global Busi-

ness Lines and geographical areas and chaired by the

respective senior managers, ensure adequate over-

sight of the most significant risks at a local level. The

coordination of these committees with the Group Risk

Committee facilitates appropriate agreement with the

Group’s top management of the information and miti-

gation strategies for the most significant exposures, as

well as local implementation of the guidelines and strat-

egies defined at Group level.

• Risk Appetite Framework (RAF). The Risk Appetite

Framework constitutes the reference framework for

determining risk appetite and is an integrated, for-

malized system that allows for the definition and ap-

plication of a unique approach to the management,

measurement, and control of each risk. The RAF is

summarized in the Risk Appetite Statement, a doc-

ument that summarily describes the risk strategies

identified and the indicators and/or limits applicable

to each risk.

Risk management REPORT AND FINANCIAL STATEMENTS 2025 43

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• Policies. The allocation of responsibilities, coordination

mechanisms and the main control activities are rep-

resented in specific policies and organizational doc-

uments defined in accordance with specific approval

procedures involving the corporate structures directly

involved.

• Reporting. Specific and regular information flows on

risk exposures and metrics, broken down at Group level

and by individual Global Business Line or geographical

area, allow Enel’s top management and corporate bod-

ies to have an integrated view of the Group’s main risk

exposures, both current and prospective.

Based on risk governance and in compliance with the in-

ternational risk management standard ISO 31000:2018,

the Group constantly monitors risks by way of a process

supported by a data visualization tool (the Risk Landscape

Enel Group

), which collects and organizes contributions

from the various geographical areas and business lines and

categorizes them based on the Group risk catalogue. The

monitoring and control process involves the assignment of

metrics based on the risk events’ probability of occurrence

(likelihood) and the scale of potential economic-financial

impact, providing the Group’s top management with a dy-

namically updated view of the Group’s risk profile and the

associated management and mitigation actions. These

dimensions, modulated through representative grids, pro-

vide an indication of the level of individual risks.

In 2025, the Enel Group monitored a set of over 400 risks,

13 of which were identified as Top Risks (with an above

average likelihood and significant potential financial im-

pacts), mainly identified as legal/tax and regulatory risks

and/or uncertainties.

Macro-category:

Compliance Digital technology

Strategic

Financial

Operational

Likelihood

Impact

012345

Governance and culture

Top Risks Area

The Risk Landscape Enel Group

enables the selection

and visualization of medium-to-high risks (i.e. excluding

highly unlikely and/or low impact events).

It is also possible to make a multidirectional selection:

• by category;

• by country/legal entity;

• by business line.

With regard to the Top Risks identified and examined for

the Plan period, we find the greater concentration of stra-

tegic risks (one legislative-regulatory risk), and compliance

risks (12), the latter mainly deriving from exposure to tax lit-

igation or compliance with other rules and regulations. For

more details on tax disputes, please refer to the dedicated

sections under “Contingent assets and liabilities”.

44 REPORT AND FINANCIAL STATEMENTS 2025 Risk management

Macro-category: A Compliance

Likelihood

Impact

2.5 3.0 3.5 4.0 4.5 5.0

B Strategic

The Group risk catalogue

Enel has adopted a risk catalogue that represents a point

of reference at the Group level and for all corporate units

involved in risk management and monitoring processes.

The adoption of a common language facilitates the map-

ping and comprehensive representation of risks within

the Group, thus facilitating the identification of the main

types of risk that impact Group processes and the roles

of the organizational units involved in their management.

The risk catalogue groups the types of risk into mac-

ro-categories, which include strategic, financial and op-

erational risks, (non)-compliance risks, risks related to

governance and culture as well as digital technology. Be-

low is the classification of risks currently identified and

classified within the various macro-categories.

•

Cor

orate culture and

ethic

•

Corporate governance

•

Stakeholders’

engagement

Strategic

•

Climate chan

•

Competitive landscape

•

nnovation

•

islative and re

ulator

developments

•

acroeconomic and

olitical

rends

•

Strategic planning and capital

allocatio

nanc

•

Capital structure adequac

and funding access

•

Commodit

•

t an

counterpart

•

Exc

ange rate

•

Interest rat

•

idi

ital technolo

•

Cyber security

• D

zat

•

IT effectivenes

•

Service continuit

liance

•

Accountin

com

lianc

•

Antitrust com

liance and consumers’ ri

hts

•

orruptio

•

ata

rotectio

•

osu

•

inancial regulation compliance

•

Sustainabilit

com

liance

•

ax com

liance

•

liance with other laws and re

ulation

erat

ona

•

Asset protect

•

Bus

ness

nterru

•

Customers’ needs and satisfaction

•

Environment

•

Hea

•

Inte

ectua

property

•

People and organizatio

•

Process e

ffi

enc

•

Procurement,

cs an

supp

y c

•

erv

mana

ement

Outlook REPORT AND FINANCIAL STATEMENTS 2025 45

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Outlook

In February 2026, the Group presented its new Strategic

Plan for 2026-2028 to the financial community which

provides for an acceleration in growth, thanks to an in-

crease in both greenfield and brownfield investments,

particularly in markets where electricity demand is ex-

pected to grow more rapidly, in order to maximize the re-

turn on the additional resources invested.

For the three-year period 2026-2028, the Enel Group will

focus on three strategic priorities:

• accelerating growth in countries with stable environ-

ments, focusing on grids, renewables and final custom-

ers, through greenfield and brownfield investments;

• maximizing capital productivity through optimal allo-

cation as well as efficient and effective management of

economic resources;

• ensuring a balanced risk/return profile in order to

achieve improved EPS (ordinary earnings per share)

while maintaining rigorous financial discipline.

The new Strategic Plan for 2026-2028 provides for a to-

tal gross capex of about €53 billion, an increase of about

€10 billion compared with the previous Plan, allocated as

follows:

• more than €26 billion in Integrated Businesses, where

the Group expects a strong acceleration of investments

in Renewables, reaching about €20 billion (up by ap-

proximately €8 billion on the previous Plan), with a focus

on geographies characterized by significant growth in

electricity demand. These investments are expected to

add a total of 15 GW of renewable capacity, of which

approximately 9 GW through greenfield projects and

approximately 6 GW through brownfield opportunities.

More than 75% of the new capacity will be accounted

for by wind and programmable technologies, such as

Battery Energy Storage Systems (BESS). As regards cus-

tomers, the Group intends to increase loyalty through

bundled offers, also including additional services to

electricity and gas;

• more than €26 billion on Grids, of which: (i) about 55%

in Italy, in anticipation of fast growth; (ii) more than

20% in Iberia, in anticipation of further acceleration

after 2028; (iii) almost 25% in Latin America. Increased

investment in Grids is expected to bring the Group’s

Regulated Asset Base (RAB) to approximately €58 bil-

lion in 2028, up by about 22% on about €47 billion at

the end of 2025.

As a result of these strategic actions, EPS is expected to

increase to between €0.80 and €0.82 in 2028, up from

about €0.69 in 2025, with an increase of about 6% in

terms of CAGR (Compound Average Growth Rate).

In 2026 Enel plans:

• investments in distribution grids focusing on geo-

graphical areas with a balanced and clear regulatory

framework;

• investments in renewables, both through the develop-

ment of greenfield projects and by leveraging brown-

field opportunities, with a view to maximizing the return

on invested capital and minimizing risks;

• active management of the customer portfolio to en-

hance integrated offerings and improve customer and

service management.

Other information REPORT AND FINANCIAL STATEMENTS 2025 47

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Other information

Approval of the separate financial statements

The Shareholders’ Meeting called to approve the separate

financial statements, as provided for by Article 9.2 of the

bylaws of Enel SpA, shall be called within 180 days of the

close of the financial year. The use of that time limit rather

than the ordinary limit of 120 days from the close of the fi-

nancial year, permitted under Article 2364, paragraph 2, of

the Italian Civil Code, is justified by the fact that the Compa-

ny is required to prepare consolidated financial statements.

Disclosures on sustainability reporting

Legislative Decree 125 of September 6, 2024, which

came into force on September 25 of the same year,

implemented in Italy Directive (EU) 2022/2464, which

amended Regulation (EU) 537/2014, Directive 2004/109/

EC, Directive 2006/43/EC and Directive 2013/34/EU in

respect of corporate sustainability reporting. The decree

provides specific indications about the scope of sustain-

ability reporting, which can be prepared on an individual

basis in the separate financial statements, or on a con-

solidated basis.

In its capacity as Parent Company, Enel SpA prepares the

consolidated Sustainability Statement pursuant to Article 4

of the decree, to be included in the Report on Operations

in the Integrated Annual Report of the Enel Group and pub-

lished in the “Financials” section of the website (https://www.

enel.com/investors/financials). Therefore, the Company falls

within the provisions of Article 4, paragraph 12, of Legisla-

tive Decree 125/2024, according to which the Parent Com-

pany preparing the consolidated Sustainability Statement

is not required to prepare an individual statement in the

Report on Operations of the separate financial statements.

Disclosures on financial instruments

The disclosures on financial instruments required by Ar-

ticle 2428, paragraph 2, no. 6-bis of the Italian Civil Code

are reported in the following notes to the financial state-

ments: 31 “Financial instruments”, 32 “Risk management”,

33 “Derivatives and hedge accounting” and 34 “Fair value

measurement”.

Transactions with related parties

For more information on transactions with related parties, please see note 36.

Incentive system REPORT AND FINANCIAL STATEMENTS 2025 49

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Incentive system

Enel’s remuneration policy for 2025 was adopted by the

Board of Directors acting on a proposal of the Nomina-

tion and Compensation Committee and approved by the

Shareholders’ Meeting of May 22, 2025.

More specifically, the policy was formulated on the basis of

(i) the recommendations of the Italian Corporate Govern-

ance Code published on January 31, 2020; (ii) national and

international best practice; (iii) the guidance provided by the

favorable vote of the Shareholders’ Meeting of May 23, 2024

on the remuneration policy for 2024; (iv) the results of the

engagement activity on corporate governance, environ-

mental and social issues pursued by the Company between

the end of January and the end of February 2025 with the

leading proxy advisors and some Enel’s relevant institutional

investors; (v) the findings of the benchmark analysis of the

remuneration of the Chairman of the Board of Directors, the

Chief Executive Officer/General Manager and the non-ex-

ecutive directors of Enel for 2024, which was performed

by the independent consultant Willis Towers Watson.

This policy is intended to (i) foster Enel’s sustainable suc-

cess, which takes the form of creating long-term value for

the benefit of shareholders, taking due consideration of

the interests of other key stakeholders, so as to incentivize

the achievement of strategic objectives; (ii) attract, retain

and motivate personnel with the professional skills and

experience required by the sensitive managerial duties

entrusted to them, taking into account the remuneration

and working conditions of the employees of the Company

and the Enel Group; and (iii) promote the corporate mis-

sion and values.

The 2025 remuneration policy adopted for the Chief Ex-

ecutive Officer/General Manager and key management

personnel envisages:

• a fixed component;

• a short-term variable component (MBO) that will be

paid out on the basis of achievement of specific perfor-

mance objectives. Namely:

• for the CEO/General Manager, annual objectives have

been set for the following components of the 2025

MBO mechanism:

– consolidated net ordinary profit (with a weight

equal to 20% of the total);

– consolidated ordinary EBITDA (with a weight equal

to 20% of the total);

– funds from operations/consolidated net financial

debt (with a weight equal to 30% of the total);

– commercial complaints received at the Group level

(with a weight equal to 10% of the total);

– average frequency index of occupational accidents

weighted by their severity (with a weight of 20% of

the total).

Therefore, the overall weight of the sustainability-re-

lated objectives (i.e. commercial complaints received

at the Group level and the safety-related objective)

within the short-term variable remuneration of the

CEO/General Manager is confirmed at 30%.

For each objective, an incentive equal to 50% of the

base bonus is paid upon achievement of the access

threshold, while 100% and 150% of the base bo-

nus are paid upon reaching the performance and

overperformance targets, respectively (with linear

interpolation). For performances below the access

threshold, no incentive is expected;

• for key management personnel, the respective MBOs

identify objective and specific annual goals connected

with the Strategic Plan. They are determined jointly by

the Administration, Finance and Control Function and

the People and Organization Function. As regards the

short-term variable remuneration, it can vary, based on

the achievement of the various performance targets,

from a minimum (equal to 80% of the target level un-

der which no incentive is due) to a maximum (prede-

fined and connected with overperformance results in

respect of the assigned objectives, equal to 150% of

the target level) which varies according to the different

business environment of the Group;

• a long-term variable component linked to participation

in specific long-term incentive plans. In particular, for

2025, this component is related to the participation in

the Long-Term Incentive Plan intended for the man-

agement of Enel SpA and/or companies controlled by it

pursuant to Article 2359 of the Italian Civil Code (2025

LTI Plan), which includes the following three-year per-

formance targets:

• Enel’s average TSR (Total Shareholder Return) com-

pared with the average TSR for the EURO STOXX Util-

ities - EMU index for the 2025-2027 period (with a

weight equal to 45% of the total);

• EPS (Earnings per Share) at 2027, accompanied by a

gate objective represented by the same EPS for 2025

and 2026 (with a weight equal to 20% of the total);

• ROACE (Return on Average Capital Employed) cumu-

lative for 2025-2027 (with a weight equal to 10% of

the total);

• intensity of Scope 1 and Scope 3 GHG emissions

connected with the Group’s Integrated Power oper-

50 REPORT AND FINANCIAL STATEMENTS 2025 Incentive system

ations (gCO

2eq/

kWh) in 2027, accompanied by a gate

objective represented by the intensity of Scope 1

GHG emissions connected with the Group’s power

generation (gCO

2eq

/kWh) in 2027 (with a weight equal

to 15% of the total);

• percentage of women in top and middle manage-

ment at the end of 2027 (with a weight equal to 10%

of the total).

The component of these two ESG-related performance

objectives has a total weight of 25% and takes into ac-

count the now consolidated attention of the financial

community for ESG issues, with a particular emphasis on

the fight against climate change and gender diversity.

For each objective, the system provides for an incentive

of 130% (for the CEO/General Manager of Enel) or of 100%

(for other beneficiaries) of the base value upon achieve-

ment of the target, while upon achievement of the over-

performance target the incentive rises to (i) 150% (Over I

level) or (ii) 280% (for the CEO/General Manager of Enel)

or 180% (for other beneficiaries) of the base value (Over II

level), with the possibility of linear interpolation between

the thresholds.

The 2025 LTI Plan establishes that any bonus accrued is

represented by an equity component, which can be sup-

plemented – depending on the level of achievement of the

various targets – by a cash component. Specifically, with

respect to the total incentive vested, the 2025 LTI Plan pro-

vides that: (i) for the CEO/General Manager of Enel, the in-

centive shall be paid entirely in Enel shares up to 150% of

the base value; (ii) for managers reporting directly to the

CEO/General Manager of Enel, including key management

personnel, the incentive shall be paid entirely in Enel shares

up to 100% of the base value; and (iii) for beneficiaries oth-

er than those specified under (i) and (ii), the incentive shall

be paid entirely in Enel shares up to 65% of the base value.

The 2025 LTI Plan provides that the shares to be disbursed

pursuant to the latter provisions shall be purchased pre-

viously by Enel and/or its subsidiaries. In addition, the dis-

bursement of a significant portion of long-term variable

remuneration (70% of the total) is deferred to the second

year following the three-year performance period covered

by the 2025 LTI Plan (“deferred payment”).

For more information on the remuneration policy for

2025, see Enel’s “Report on the remuneration policy for

2025 and compensation paid in 2024”, which is available

on the Company’s website (www.enel.com).

The following table shows the pay ratio for 2023, 2024

and 2025, i.e. the difference between the total annual

remuneration of the CEO/General Manager of Enel and

the median annual pay of the Group’s employees. For

completeness of information’s sake, the same ratio is

provided also with reference to the fixed component of

the remuneration.

% 2025 2024 2023

Pay ratio – Ratio between the total remuneration of the CEO/GM of Enel

and the median total annual pay of the Group’s employees

(1)

186x 66x 45x

Pay ratio – Ratio between the fixed remuneration of the CEO/GM of Enel

and the median fixed annual pay of the Group’s employees

(1)

31x 31x 21x

(1) Figures for 2023 and 2024 have been restated for comparative purposes, by applying the 2025 exchange rate to 2023 and 2024 remunerations.

54 REPORT AND FINANCIAL STATEMENTS 2025 Report on corporate governance and ownership structure

Report on corporate

governance and ownership

structure

2. Available from the website of Borsa Italiana (at https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf).

3. The Corporate Governance Code defines a “large company” as any company whose capitalization was greater than €1 billion on the last Exchange

business day of each of the previous three calendar years, while a “company with concentrated ownership” is any company in which a single shareholder

(or a plurality of shareholders which participates in a shareholders’ voting agreement) holds, directly or indirectly (through subsidiaries, trustees or third

parties), the majority of the votes that can be exercised in the ordinary shareholders’ meeting.

The corporate governance system of Enel SpA (“Enel” or

the “Company”) is compliant with the principles set forth

in the Italian Corporate Governance Code,

adopted by

the Company as a “large company” without “concentrated

ownership”,

and with international best practice.

The corporate governance system adopted by Enel is es-

sentially aimed at achieving sustainable success, as it is

aimed at creating value for the shareholders over the long

term, taking into account the environmental and social

importance of the Enel Group’s business operations and

the consequent need to adequately consider the interests

of all relevant stakeholders in conducting such operations.

In compliance with Italian legislation governing listed

companies, Enel’s organization comprises the following

bodies:

• a Board of Directors charged with managing the Com-

pany, which has established (i) internal Board commit-

tees whose functions include the preliminary analysis of

issues, the development of recommendations and the

performance of advisory functions, in order to ensure

the adequate internal allocation of its functions, as well

as (ii) a committee for transactions with related parties,

which performs the functions envisaged by applicable

legislation and specific company procedure;

• a Board of Statutory Auditors charged with monitoring:

(i) compliance with the law and the bylaws, and with the

principles of sound administration in the performance

of company business; (ii) the financial reporting process,

as well as the adequacy of the organizational structure,

the internal control system and the administrative-ac-

counting system of the Company; (iii) the statutory

auditing of the annual accounts and the consolidated

accounts, as well as the compliance of sustainability re-

porting and the independence of the Audit Firm; and

(iv) the manner in which the corporate governance rules

set out in the Corporate Governance Code are actually

implemented;

• a Shareholders’ Meeting, which is competent to pass

resolutions – in ordinary or extraordinary session – on,

among other things: (i) the appointment and termi-

nation of members of the Board of Directors and the

Board of Statutory Auditors and their compensation

and any stockholders’ suits; (ii) the approval of the finan-

cial statements and allocation of profit; (iii) the purchase

and sale of treasury shares; (iv) the remuneration policy

and its implementation; (v) stock-based compensation

plans; (vi) amendments of the bylaws; (vii) mergers and

demergers; and (viii) the issue of convertible bonds.

The statutory auditing of the accounts is performed by a

specialized firm entered in the appropriate official regis-

ter. It was engaged by the Shareholders’ Meeting on the

basis of a reasoned proposal of the Board of Statutory

Auditors.

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 61

Euro

LIABILITIES AND EQUITY Notes at Dec. 31, 2025 at Dec. 31, 2024

of which with

related parties

of which with

related parties

Equity

Share capital 10,166,679,946 10,166,679,946

Negative reserve for treasury share (1,077,154,633) (78,488,831)

Equity instruments - perpetual hybrid bonds 8,218,859,752 7,145,440,752

Other reserves 12,810,341,534 11,744,653,163

Retained earnings/(loss carried forward) 3,554,302,759 6,995,391,684

Profit for the year

(1)

729,969,049 412,139,393

TOTAL EQUITY 22 34,402,998,407 36,385,816,107

Non-current liabilities

Long-term borrowings 23 19,078,685,508 17,009,321,819 17,345,071,030 14,141,712,688

Employee benefits

24 124,362,548 112,028,460

Provisions for risks and charges

(non-current portion)

25 18,955,806 14,817,397

Deferred tax liabilities

12 22,472,458 32,568,605

Non-current financial derivative liabilities 14 509,675,453 81,233,926 581,486,286 90,727,164

Other non-current liabilities 26 17,106,428 8,552,255 17,207, 167 8,532,511

(Subtotal) 19,771,258,201 18,103,178,945

Current liabilities

Short-term borrowings 23 4,102,314,091 3,991,771,868 6,410,053,437 6,305,554,497

Current portion of long-term borrowings

23 3,231,061,184 2,132,390,869 567,396,256 132,390,869

Provisions for risks and charges

(current portion)

25 9,840,257 13,889,336

Trade payables 27 128,501,235 77,515,105 131,515,810 81,350,389

Current financial derivative liabilities 14 44,839,654 787,939 101,826,471 66,420,147

Other current financial liabilities 28 221,444,128 142,731,367 178,340,384 98,154,930

Other current liabilities 30 3,235,714,529 632,415,006 3,507,780,832 551,024,280

(Subtotal) 10,973,715,078 10,910,802,526

TOTAL LIABILITIES 30,744,973,279 29,013,981,471

TOTAL LIABILITIES AND EQUITY 65,147,971,686 65,399,797,578

(1) Profit for the year of €3,068 million (€2,598 million in 2024) is reported net of the interim dividend of €2,338 million (€2,186 million in 2024).

62 REPORT AND FINANCIAL STATEMENTS 2025 Separate financial statements

Statement of Changes in Equity (note 22)

Euro Share capital

Share premium

reserve

Negative

reserve for

treasury share

Equity

instruments

reserve -

perpetual

hybrid bonds Legal reserve

Reserve

pursuant to

Law 292/1993

At January 1, 2024 10,166,679,946 7,496,016,063 (59,391,451) 6,553,164,779 2,033,335,988 2,215,444,500

Purchase of treasury shares - - (25,916,845) - - -

Reserve for share-based

payments (LTI)

------

Issue of own shares - - 6,819,465 - - -

Equity instruments - perpetual

hybrid bonds

---592,275,973--

Coupons paid to holders of

perpetual hybrid bonds

------

Allocation of 2023 profit

Distribution of dividends - - - - - -

Coupons paid to holders of

perpetual hybrid bonds

------

Retaining earnings - - - - - -

2024 interim dividend

(1)

------

Comprehensive income for the

year

Other comprehensive income - - - - - -

Profit for the year - - - - - -

At December 31, 2024 10,166,679,946 7,496,016,063 (78,488,831) 7,145,440,752 2,033,335,988 2,215,444,500

Purchase of treasury shares - - (1,004,999,995) - - -

Reserve for share-based

payments (LTI)

------

Issue of own shares - - 6,334,193 - - -

Equity instruments - perpetual

hybrid bonds

- - - 1,073,419,000 - -

Coupons paid to holders of

perpetual hybrid bonds

------

Allocation of 2024 profit

Distribution of dividends - - - - - -

Coupons paid to holders of

perpetual hybrid bonds

------

Retaining earnings - - - - - -

2025 interim dividend

(2)

------

Comprehensive income

for the year

Other comprehensive income - - - - - -

Profit for the year - - - - - -

At December 31, 2025 10,166,679,946 7,496,016,063 (1,077,154,633) 8,218,859,752 2,033,335,988 2,215,444,500

(1) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025.

(2) Approved by the Board of Directors on November 13, 2025 and paid as from January 21, 2026.

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 63

Other reserves

Hedging

reserve

Hedging costs

reserve

Reserve from

measurement

of financial

assets at

FVOCI

Actuarial

reserve

Retained

earnings/(loss

carried forward)

Profit for the

year Total equity

146,443,648 (79,149,025) (3,455,023) 3,072,177 (26,663,055) 8,591,640,579 845,973,667 37,883,112,793

25,916,845 - - - - (21,347,147) - (21,347,147)

2,936,818 - - - - - - 2,936,818

(6,819,465) - - - - 6,607,463 - 6,607,463

---- - - -592,275,973

- - - - - (246,412,117) - (246,412,117)

- - - - - (1,525,001,992) (660,834,196) (2,185,836,188)

- - - - - 181,768,696 (181,768,696) -

- - - - - 5,539,073 (3,370,775) 2,168,298

- - - - - 2,597,129 (2,185,836,188) (2,183,239,059)

- (69,687,626) 5,691,741 543,665 1,025,912 - - (62,426,308)

- - - - - - 2,597,975,581 2,597,975,581

168,477,846 (148,836,651) 2,236,718 3,615,842 (25,637,143) 6,995,391,684 412,139,393 36,385,816,107

1,034,667,195 - - - - (1,034,667,195) - (1,004,999,995)

10,088,427 - - - - - - 10,088,427

(6,334,193) - - - - 5,726,237 - 5,726,237

---- - - -1,073,419,000

- - - - - (265,581,910) - (265,581,910)

- - - - - (2,429,836,507) (162,666,879) (2,592,503,386)

- - - - - 246,412,117 (246,412,117) -

- - - - - 6,140,712 (3,060,397) 3,080,315

- - - - - 30,717,621 (2,338,336,388) (2,307,618,767)

- 38,563,984 (5,013,930) (1,298,607) (4,984,505) - - 27,266,942

- - - - - - 3,068,305,437 3,068,305,437

1,206,899,275 (110,272,667) (2,777,212) 2,317,235 (30,621,648) 3,554,302,759 729,969,049 34,402,998,407

64 REPORT AND FINANCIAL STATEMENTS 2025 Separate financial statements

Statement of Cash Flows

Euro Notes 2025 2024

of which with

related parties

of which with

related parties

Pre-tax profit 2,919,294,789 2,454,152,744

Adjustments for:

Depreciation, amortization and impairment losses

5.d 994,932,163 3,585,112,792

Exchange gains/(losses) on foreign currency

assets and liabilities

(30,791,358) 48,827,789

Accruals to provisions 42,803,961 22,606,923

Dividends from subsidiaries, associates and other

companies

6 (4,528,395,573) (4,527,544,304) (6,562,676,857) (6,562,253,256)

Net financial (income)/expense 331,325,076 86,621,968 247,790,219 227,474,681

Cash flows used in operating activities before

changes in net working capital

(270,830,942) (204,186,390)

Increase/(Decrease) in provisions (30,380,543) (32,513,866)

(Increase)/Decrease in trade receivables 17 22,725,510 21,730,932 (31,037,710) (29,093,337)

(Increase)/Decrease in other financial and non-

financial assets/liabilities

872,230,112 108,499,769 1,760,348,827 468,923,364

Increase/(Decrease) in trade payables

27 (3,014,576) (3,835,285) (3,016,550) (5,499,877)

Interest income and other financial income

collected

584,995,354 370,680,580 812,527,191 552,991,209

Interest expense and other financial expense paid (850,381,172) (469,526,315) (1,144,314,285) (682,834,924)

Dividends from subsidiaries, associates and other

companies

6 4,394,801,027 4,393,949,758 6,325,067,380 6,324,645,491

Income taxes paid (906,213,021) (1,792,730,598)

Cash flows from operating activities (a) 3,813,931,749 5,690,143,999

Investments in property, plant and equipment and

intangible assets

10-11 (29,805,000) (34,558,947)

Investments in equity investments 13 (1,765,020,052) (1,765,020,052) (1,050,537,331) (1,050,537,331)

Cash flows used in investing activities (b) (1,794,825,052) (1,085,096,278)

New issues and long-term borrowings

23 5,000,000,000 5,000,000,000 -

Repayments of long-term borrowings 23 (530,184,070) (132,390,869) (1,179,394,903) (132,390,869)

Net change in long-term borrowings/(loan assets) (2,753,220,930) (2,000,000,000) 674,968,967

Repayments of short-term borrowings (3,000,000,000) (3,000,000,000) (4,500,000,000) (4,500,000,000)

Use of short-term borrowings 2,500,000,000 2,500,000,000 3,000,000,000 3,000,000,000

Net change in short-term borrowings/(loans

assets)

(332,955,853) (1,027,239,491) 2,446,048,810 3,117,881,919

Dividends and interim dividends paid 22 (4,772,681,868) (4,366,954,626)

Issue of perpetual hybrid bonds 22 1,973,420,000 889,699,972

Redemption of perpetual hybrid bonds 22 (900,001,000) (297,424,000)

Coupons paid to holders of perpetual hybrid

bonds

22 (265,581,910) (246,412,117)

Purchase of treasury shares 22 (1,004,999,995) (26,755,710)

Cash flows used in financing activities (c) (4,086,205,626) (3,606,223,607)

Increase/(Decrease) in cash and cash equivalents

(a+b+c)

(2,067,098,929) 998,824,114

Cash and cash equivalents at the beginning of

the year

21 2,120,979,729 1,122,155,615

Cash and cash equivalents at the end of the year 21 53,880,800 2,120,979,729

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 65

Notes to the separate

financial statements

1. Form and content of the separate financial statements

Enel SpA has its registered office in Viale Regina Margh-

erita 137, Rome, Italy, and since 1999 has been listed on

the Mercato Telematico Azionario (Electronic Stock Ex-

change) organized and operated by Borsa Italiana SpA.

There were no changes in the company name in 2025.

Enel is an energy multinational and is one of the world’s

leading integrated operators in the electricity and gas in-

dustries, with a special focus on Europe and Latin America.

As the Parent, Enel SpA has prepared the consolidated

financial statements of the Enel Group as at and for the

year ended December 31, 2025, which are published in a

separate document.

The publication of these financial statements was author-

ized by the Board of Directors on March 19, 2026.

These separate financial statements have been audited by

KPMG SpA.

Basis of presentation

These separate financial statements for the year end-

ed December 31, 2025 represent the separate financial

statements of the Parent, Enel SpA, and have been pre-

pared in accordance with international accounting stand-

ards (International Accounting Standards - IAS and Inter-

national Financial Reporting Standards - IFRS) issued by

the International Accounting Standards Board (IASB), the

interpretations of the IFRS Interpretations Committee (IF-

RSIC) and the Standing Interpretations Committee (SIC),

recognized in the European Union pursuant to Regulation

(EC) 1606/2002 and in effect as of the close of the year.

All of these standards and interpretations are hereinafter

referred to as the “IFRS-EU”.

These separate financial statements have also been pre-

pared in conformity with measures issued in implementa-

tion of Article 9, paragraph 3, of Legislative Decree 38 of

February 28, 2005.

The separate financial statements consist of the income

statement, the statement of comprehensive income, the

statement of financial position, the statement of chang-

es in equity and the statement of cash flows and the re-

lated notes.

The assets and liabilities reported in the statement of fi-

nancial position are classified on a “current/non-current

basis”, with separate reporting of assets held for sale and

liabilities included in disposal groups classified as held

for sale. Current assets, which include cash and cash

equivalents, are assets that are intended to be realized,

sold or consumed during the normal operating cycle of

the Company; current liabilities are liabilities that are ex-

pected to be settled during the normal operating cycle

of the Company.

The income statement classifies costs on the basis of

their nature.

The statement of cash flows is prepared using the indi-

rect method, with separate reporting of any cash flows by

operating, investing and financing activities. More specif-

ically, the statement of cash flows is presented on a gross

basis and does not include non-cash transactions.

For more information on cash flows in the statement of

cash flows, please see the section “Cash flows” in the Re-

port on Operations.

The separate financial statements have been prepared on

a going concern basis using the cost method, with the

exception of items measured at fair value in accordance

with IFRS-EU, as explained in the measurement criteria for

the individual items, and non-current assets and disposal

groups classified as held for sale, which are measured at

the lower between their carrying amount and the fair val-

ue less costs to sell.

The separate financial statements are presented in euro,

the functional currency of the Company, and the figures

shown in the notes are reported in millions of euro unless

stated otherwise.

The separate financial statements provide comparative

information in respect of the previous year.

66 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

2. Accounting policies

2.1 Use of estimates and management judgment

Preparing these separate financial statements under

IFRS-EU requires management to take decisions and

make estimates and assumptions that may impact the

carrying amounts of revenue, costs, assets and liabilities

and the related disclosures concerning the items involved

as well as contingent assets and liabilities. The estimates

and management’s judgments are based on previous ex-

perience and other factors considered reasonable in the

circumstances. They are formulated when the carrying

amount of assets and liabilities is not easily determined

from other sources. The actual results may therefore dif-

fer from these estimates. The estimates and assumptions

are periodically revised and the effects of any changes

are reflected through profit or loss if they only involve that

period. If the revision involves both the current and future

periods, the change is recognized in the year in which the

revision is made and in the related future periods.

In order to enhance understanding of the separate finan-

cial statements, the following sections examine the main

items affected by the use of estimates and the cases that

reflect management judgments to a significant degree,

underscoring the main assumptions used by manage-

ment in measuring these items in compliance with the

IFRS-EU. The critical element of such valuations is the use

of assumptions and professional judgments concerning

issues that are by their very nature uncertain.

Changes in the conditions underlying the assumptions and

judgments could have a substantial impact on future results.

The information included in the financial statements is se-

lected on the basis of a materiality analysis carried out in

accordance with the requirements of Practice Statement

2 “Making Materiality Judgments”, issued by the Interna-

tional Accounting Standards Board (IASB).

With regard to the effects of climate-related issues, the

Company considers climate change to be an implicit el-

ement in the application of the methodologies and mod-

els used to make estimates in the valuation and/or meas-

urement of certain accounting items. Furthermore, the

Company has also taken account of the impact of climate

change in the significant judgments made by management.

Use of estimates

Recoverability of equity investments

The Company assesses the presence of evidence of im-

pairment of each equity investment at least once a year,

consistent with its strategy for managing the legal enti-

ties within the Group. If such evidence is found, the as-

sets involved undergo impairment testing. The processes

and procedures for determining the recoverable amount

of each equity investment are based on assumptions that

can be complex and whose nature requires management

to use its judgment, especially as regards the identifica-

tion of evidence of impairment, the forecasting of future

profitability over the horizon of the Group Business Plan,

the determination of the normalized cash flows underly-

ing the estimation of terminal value and the determination

of long-term growth rates and discount rates applied to

forecasts of future cash flows.

Impairment of non-financial assets

Assets such as property, plant and equipment and intan-

gible assets are adjusted for impairment when their carry-

ing amount exceeds their recoverable amount, represent-

ed by the higher of their fair value less costs to sell and

their value in use.

The recoverable amount is assessed in accordance with

the criteria established by IAS 36, which are discussed in

greater detail in the appropriate notes to the separate fi-

nancial statements.

In determining the recoverable amount, the Company

generally applies the value in use criterion, i.e. the pres-

ent value of the future cash flows that are expected to be

derived from the asset, including those deriving from a

disposal, discounted using a pre-tax discount rate that re-

flects the current market assessments and the time value

of money and the risks specific to the asset.

Future cash flows used to determine value in use are

based on the most recent Business Plan, approved by the

management, containing forecasts for volumes, revenue,

operating costs and investments. These projections cov-

er the next three years. For subsequent years, account is

taken of:

• assumptions concerning the long-term evolution of

the main variables considered in the calculation of cash

flows, as well as the average residual useful life of the

assets or the duration of the concessions, based on the

specific characteristics of the businesses;

• a long-term growth rate equal to the growth of inflation

and/or electricity demand (depending on the country

and business) that does not in any case exceed the av-

erage long-term growth rate of the market involved.

Report

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Corporate

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Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 67

The recoverable amount is sensitive to the estimates and

assumptions used in the calculation of cash flows and the

discount rates applied. Nevertheless, possible changes in

the underlying assumptions of such amounts could gen-

erate different recoverable amounts. The analysis of each

group of non-financial assets is unique and requires man-

agement to use estimates and assumptions considered

prudent and reasonable in the specific circumstances.

Furthermore, in line with its business model and in the

context of the energy transition process, the Company

has also carefully assessed whether climate change issues

have affected the reasonable and supportable assump-

tion used to estimate expected cash flows. In this regard,

with specific reference to the long-term impacts of cli-

mate change and the energy transition, where necessary,

the Company has also taken into account a long-term

growth rate in line with the change in electricity demand

determined using energy models for each country in the

estimation of the terminal value.

Information on the main assumptions used to estimate

the recoverable amount of assets with reference to the

impacts relating to climate change, as well as information

on changes in these assumptions, is provided in the ap-

plicable notes.

Expected credit losses on financial assets

At each reporting date, the Company recognizes a loss

allowance for expected credit losses on trade receivables

and other financial assets measured at amortized cost,

debt instruments measured at fair value through other

comprehensive income, contract assets and all other as-

sets in the scope.

Loss allowances for financial assets are based on assump-

tions about risk of default and on the measurement of

expected credit losses. Management uses judgement in

making these assumptions and selecting the inputs for the

impairment calculation, based on the Company’s past his-

tory, existing market conditions as well as forward-looking

estimates at the end of each reporting period.

The expected credit loss (ECL), determined considering

probability of default (PD), loss given default (LGD), and

exposure at default (EAD), is the difference between all

contractual cash flows that are due in accordance with

the contract and all cash flows that are expected to be

received (including all shortfalls) discounted at the original

effective interest rate (EIR).

For additional details on the general and simplified ap-

proach used to determine expected credit losses, please

see note 31 “Financial instruments”.

Based on the specific reference market and the regula-

tory context of the sector, as well as expectations of re-

covery after 90 days, for such assets, the Company mainly

applies a default definition of 180 days past due to de-

termine expected credit losses, as this is considered an

effective indication of a significant increase in credit risk.

Accordingly, financial assets that are more than 90 days

past due are generally not considered to be in default, ex-

cept for some specific regulated markets.

For trade receivables and contract assets the Company

mainly applies a collective approach based on grouping

the receivables into specific clusters. Only if the trade

receivables are deemed to be individually significant by

management and there is specific information about any

significant increase in credit risk does the Company apply

an analytical approach.

Based on specific management evaluations, the for-

ward-looking adjustment can be applied considering

qualitative and quantitative information in order to reflect

possible future events and macroeconomic scenarios,

which may affect the risk of the portfolio or the financial

instrument.

For additional details on the key assumptions and inputs

used please see note 31 “Financial instruments”.

Determining the fair value of financial

instruments

The fair value of financial instruments is determined on

the basis of prices directly observable in the market,

where available, or, for unlisted financial instruments, us-

ing specific valuation techniques (mainly based on pres-

ent value) that maximize the use of observable market in-

puts. In rare circumstances where this is not possible, the

inputs are estimated by management taking due account

of the characteristics of the instruments being measured.

In accordance with IFRS 13, the Company includes a meas-

urement of credit risk, both of the counterparty (Credit

Valuation Adjustment or CVA) and its own (Debit Valua-

tion Adjustment or DVA), in order to adjust the fair value

of financial instruments for the corresponding amount of

counterparty risk, applying the method indicated in note

34 “Fair value measurement”. Changes in the assumptions

made in estimating the input data could have an impact

on the fair value recognized for those instruments.

Pensions and other post-employment

benefits

Some of the Company’s employees participate in pension

plans offering benefits based on their wage history and

years of service. Certain employees are also eligible for

other post-employment benefit schemes.

68 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The expenses and liabilities of such plans are calculated on

the basis of estimates carried out by consulting actuaries,

who use a combination of statistical and actuarial elements

in their calculations, including statistical data on past years

and forecasts of future costs. Other components of the

estimation that are considered include mortality and re-

tirement rates as well as assumptions concerning future

developments in discount rates, the rate of wage increases,

the inflation rate and trends in healthcare costs.

These estimates can differ significantly from actual devel-

opments owing to changes in economic and market con-

ditions, increases or decreases in retirement rates and the

lifespan of participants, as well as changes in the effective

cost of healthcare.

Such differences can have a substantial impact on the

quantification of pension costs and other related expenses.

For further details on the main actuarial assumptions,

please refer to note 24 “Employee benefits”.

Provisions for risks and charges

For more details on provisions for risks and charges,

please see note 25 “Provisions for risks and charges”.

Note 39 “Contingent assets and liabilities” also provides

information regarding the most significant contingent lia-

bilities for the Company.

Litigation

The Company is involved in various civil, administrative

and tax disputes connected with the normal pursuit of

its activities that could give rise to significant liabilities. It

is not always objectively possible to predict the outcome

of these disputes. The assessment of the risks associat-

ed with this litigation is based on complex factors whose

very nature requires recourse to management judgments,

even when taking account of the contribution of external

advisors assisting the Company, about whether to classify

them as contingent liabilities or liabilities.

Provisions have been recognized to cover all significant

liabilities for cases in which legal counsel feels an adverse

outcome is more likely than not and a reasonable estimate

of the amount of the loss can be made.

Leases

When the interest rate implicit in the lease cannot be

readily determined, the Company uses the incremental

borrowing rate (IBR) at the lease commencement date to

calculate the present value of the lease payments. This

is the interest rate that the lessee would have to pay to

borrow over a similar term, and with similar security, the

funds necessary to obtain an asset of a similar value to

the right-of-use asset in a similar economic environment.

When no observable inputs are available, the Compa-

ny estimates the IBR making assumptions to reflect the

terms and conditions of the lease and certain entity-spe-

cific estimates.

One of the most significant judgments for the Company

is determining this IBR necessary to calculate the pres-

ent value of the lease payments required to be paid to the

lessor. The Company’s approach to determining an IBR is

based on the assessment of the following three key com-

ponents:

• the risk-free rate, which considers the cash flows of the

lease payments, the economic environment where the

lease contract has been negotiated and the lease term;

• the credit spread adjustment, in order to calculate an

IBR that is specific for the lessee considering any un-

derlying parent or other guarantee;

• the lease-related adjustments, in order to reflect in the

IBR calculation the fact that the discount rate is directly

linked to the type of the underlying asset, rather than

being a general incremental borrowing rate. In particu-

lar, the risk of default is mitigated for the lessors as they

have the right to reclaim the underlying asset itself.

Income taxes

Recovery of deferred tax assets

At December 31, 2025, the separate financial statements

report deferred tax assets in respect of tax losses or tax

credits to be reversed in subsequent years and income

components whose deductibility is deferred in an amount

whose recovery is considered by management to be high-

ly probable.

The recoverability of such assets is subject to the achieve-

ment of future income sufficient to absorb such tax losses

and to use the benefits of the other deferred tax assets.

Significant management judgment is required to deter-

mine the probability of recovering deferred tax assets,

considering all negative and positive evidence, and to de-

termine the amount that can be recognized, based upon

the likely timing and the level of future taxable income

together with future tax planning strategies and the tax

rates applicable at the date of reversal. However, where

the Company should become aware that it is unable to

recover all or part of recognized tax assets in future years,

the consequent adjustment would be taken to the income

statement in the year in which this circumstance arises.

The recoverability of deferred tax assets is reviewed at the

end of each period. Deferred tax assets not recognized

are reassessed at each reporting date in order to verify

the conditions for their recognition.

Report

on Operations

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governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 69

For more detail on deferred tax assets recognized or not

recognized, please see note 12 “Deferred tax assets and

liabilities”.

Management judgment

Determining the useful life of non-financial

assets

In determining the useful life of property, plant and equip-

ment and intangible assets with a finite useful life, the

Company considers not only the future economic bene-

fits – contained in the assets – obtained through their use,

but also many other factors, such as physical wear and

tear, the technical, commercial or other obsolescence of

the product or service produced with the asset, legal or

similar limits (e.g. safety, environmental or other restric-

tions) on the use of the asset, if the useful life of the asset

depends on the useful life of other assets.

Furthermore, in estimating the useful lives of the assets

concerned, the Company has taken account of its com-

mitment under the Paris Agreement.

Determination of the existence of control

Under the provisions of IFRS 10, control is achieved when

the Company is exposed, or has rights, to variable returns

from its involvement with the investee and has the ability

to affect those returns through its power over the inves-

tee. Power is defined as the current ability to direct the

relevant activities of the investee based on existing sub-

stantive rights.

The existence of control does not depend solely on own-

ership of a majority investment, but rather it arises from

substantive rights that each investor holds over the inves-

tee. Consequently, management must use its judgment

in assessing whether specific situations determine sub-

stantive rights that give the Company the power to direct

the relevant activities of the investee in order to affect its

returns.

For the purpose of assessing control, management ana-

lyzes all facts and circumstances including any agree-

ments with other investors also in respect of voting or

appointing directors, rights arising from other contractu-

al arrangements and potential voting rights (call options,

warrants, put options granted to non-controlling share-

holders, etc.) and other legal provisions.

These other

facts and circumstances could be especially significant

4. Public Statement ESMA 24 October 2024 - Priority 2: Accounting policies, judgements, significant estimates (ESMA 32-193237008-8369 of October

24, 2024).

in such assessment when the Company holds less than a

majority of voting rights, or similar rights, in the investee.

Furthermore, even if it holds more than half of the vot-

ing rights in another entity, the Company considers all the

relevant facts and circumstances in assessing whether it

controls the investee.

The Company reassesses whether or not it controls an in-

vestee if facts and circumstances indicate that there are

changes to one or more of the elements considered in

verifying the existence of control.

Finally, the assessment of the existence of control did not

find any situations of de facto control.

Determination of the existence of joint

control and of the type of joint arrangement

Under the provisions of IFRS 11, a joint arrangement is an

agreement where two or more parties have joint control.

Joint control exists only when the decisions over the rel-

evant activities require the unanimous consent of all the

parties that share control.

A joint arrangement can be configured as a joint venture

or a joint operation. Joint ventures are joint arrangements

whereby the parties that have joint control have rights to

the net assets of the arrangement. Conversely, joint op-

erations are joint arrangements whereby the parties that

have joint control have rights to the assets and obligations

for the liabilities relating to the arrangement.

In order to determine the existence of the joint control

and the type of joint arrangement, management must

apply judgment and assess its rights and obligations

arising from the arrangement. For this purpose, the

management considers the structure and legal form of

the arrangement, the terms agreed by the parties in the

contractual arrangement and, when relevant, other facts

and circumstances.

The Company reassesses whether or not it has joint con-

trol if facts and circumstances indicate that changes have

occurred in one or more of the elements considered in

verifying the existence of joint control and the type of the

joint arrangement.

Determination of the existence of significant

influence over an associate

Associates are those in which the Company exercises sig-

nificant influence, i.e. the power to participate in the fi-

nancial and operating policy decisions of the investee but

70 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

not exercise control or joint control over those policies.

In general, it is presumed that the Company has a signif-

icant influence when it has an ownership interest of 20%

or more.

In order to determine the existence of significant influ-

ence, management must apply judgment and consider all

facts and circumstances.

The Company reassesses whether or not it has significant

influence if facts and circumstances indicate that there

are changes to one or more of the elements considered in

verifying the existence of significant influence.

Determination of non-current assets

(or disposal groups) held for sale and

discontinued operations

An asset is classified as “held for sale” when its sale is

highly probable.

To determine whether a sale is highly probable, the Com-

pany considers whether:

• management has committed to a plan to sell the asset

(or disposal group), and an active program to locate a

buyer and complete the plan has been initiated;

• the sale should be expected to qualify for recognition as

a completed sale within one year from the date of clas-

sification, except where the delay is caused by events

or circumstances beyond the Company’s control and

there is sufficient evidence that the Company remains

committed to its plan to sell the asset;

• the actions required to complete the plan should in-

dicate that it is unlikely that significant changes to the

plan will be made or that the plan will be withdrawn.

Classification and measurement of financial

assets

At initial recognition, in order to classify financial assets

as financial assets at amortized cost, at fair value through

other comprehensive income and at fair value through

profit or loss, management assesses both the contrac-

tual cash-flow characteristics of the instrument and the

business model for managing financial assets in order to

generate cash flows.

In order to evaluate the contractual cash flow character-

istics of the instrument, management performs the SPPI

test at an instrument level, in order to determine if it gives

rise to cash flows that are solely payments of principal and

interest (SPPI) on the principal amount outstanding, per-

forming specific assessment on the contractual clauses

of the financial instruments, as well as quantitative analy-

sis, if required.

The business model determines whether cash flows will

result from collecting contractual cash flows, selling the

financial assets, or both.

For more details, please see note 31 “Financial instruments”.

Hedge accounting

Hedge accounting is applied to derivatives in order to re-

flect into the financial statements the effect of risk man-

agement strategies of the Company.

Accordingly, at the inception of the transaction the Com-

pany documents the hedge relationship between hedging

instruments and hedged items, as well as its risk manage-

ment objectives and strategy. The Company also assesses,

both at hedge inception and on an ongoing basis, wheth-

er hedging instruments are highly effective in offsetting

changes in the fair values or cash flows of hedged items.

On the basis of management’s judgment, the effectiveness

assessment based on the existence of an economic rela-

tionship between the hedging instruments and the hedged

items, the dominance of credit risk in the changes in fair

value and the hedge ratio, as well as the measurement of

the ineffectiveness, are evaluated through a qualitative as-

sessment or a quantitative computation, depending on the

specific facts and circumstances and on the characteris-

tics of the hedged items and the hedging instruments.

For cash flow hedges of forecast transactions designated

as hedged items, management assesses and documents

that they are highly probable and present an exposure to

changes in cash flows that affect profit or loss.

For more details on the key assumptions used in assess-

ing effectiveness and measuring the ineffective portion

of hedges, see note 31.1 “Hedge accounting”.

Leases

The complexity of the assessment of the lease contracts,

and also their long-term expiring date, requires a strong

professional judgment for the IFRS 16 application. In par-

ticular, for:

• the application of the definition of a lease to the cases

typical of the sectors in which the Company operates;

• the identification of the non-lease component in the

lease;

• the evaluation of any renewable and termination op-

tions included in the lease in order to determine the

term of leases, also considering the probability of their

exercise and any significant leasehold improvements on

the underlying asset;

• the identification of any variable lease payments that

depend on an index or a rate to determine whether the

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Separate financial

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 71

changes of the latter impact the future lease payments

and also the amount of the right-of-use asset;

• the estimate of the discount rate to calculate the pres-

ent value of the lease payments; further details on as-

sumptions about this rate are provided in the paragraph

“Use of estimates”.

Uncertainty over income tax treatments

The Company determines whether to consider each un-

certain income tax treatment separately or together with

one or more other uncertain tax treatments as well as

whether to reflect the effect of uncertainty by using the

most likely amount or the expected value method, based

on which approach better predicts the resolution of the

uncertainty for each uncertain tax treatment.

The Company makes significant use of professional judg-

ment in identifying uncertainties about income tax treat-

ments and reviews the judgments and estimates made

in the event of a change in facts and circumstances that

could change its assessment of the acceptability of a

specific tax treatment or the estimate of the effects of

uncertainty, or both.

2.2 Material accounting policies

Related parties

Pursuant to IAS 24, related parties are mainly those that

share the same controlling entity with Enel SpA, the com-

panies that directly or indirectly are controlled by Enel

SpA, the associates or joint ventures (including their sub-

sidiaries) of Enel SpA, or the associates or joint ventures

(including their subsidiaries) of any Group company.

Related parties also include entities that operate

post-employment benefit plans for employees of Enel

SpA or its associates (specifically, the FOPEN and FOND-

ENEL pension funds), as well as the members of the

boards of statutory auditors, and their immediate family,

and the key management personnel, and their immedi-

ate family, of Enel SpA and its subsidiaries. Key manage-

ment personnel comprise management personnel who

have the power and direct or indirect responsibility for

the planning, management and control of the activities

of the Company. They include directors (whether exec-

utive or not).

Subsidiaries, associates and joint ventures

The Company controls an entity when it is exposed to or

has rights to variable returns deriving from its involve-

ment, regardless of the nature of their formal relationship,

and has the ability, through the exercise of its power over

the investee, to affect its returns. For more information on

the definition of control, please see the section “Deter-

mination of the existence of control” in note 2.1 “Use of

estimates and management judgment”.

Associates comprise those entities in which the Compa-

ny has a significant influence. Significant influence is the

power to participate in the financial and operating poli-

cy decisions of investees but not exercise control or joint

control over those entities.

Joint ventures are joint arrangements through which the

Company exercises joint control and has rights to the net

assets of the arrangement. Joint control means sharing

control of an arrangement, which only exists when the de-

cisions over the relevant activities require the unanimous

consent of all the parties that share control.

Equity investments in subsidiaries, associates and joint

ventures are measured at cost. Cost is adjusted for any

impairment losses, which are reversed where the rea-

sons for their recognition no longer obtain. The carrying

amount resulting from the reversal may not exceed the

original cost.

Where the loss pertaining to Enel SpA exceeds the car-

rying amount of the investment and the Company is obli-

gated to perform the legal or constructive obligations of

the investee or in any event to cover its losses, the excess

with respect to the carrying amount is recognized in liabil-

ities in the provision for risks and charges.

In the case of a disposal, without economic substance,

of an investment to an entity under common control, any

difference between the consideration received and the

carrying amount of the investment is recognized in equity.

Translation of foreign currency items

Pursuant to “IAS 21 - The Effects of Changes in Foreign

Exchange Rates”, transactions in currencies other than

the functional currency are initially recognized at the spot

exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in a foreign

currency other than the functional currency are subse-

quently translated using the closing exchange rate (i.e. the

spot exchange rate prevailing at the reporting date).

Non-monetary assets and liabilities denominated in a for-

eign currency that are recognized at historical cost are

translated using the exchange rate at the date of the in-

72 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

itial recognition of the transaction. Non-monetary assets

and liabilities in foreign currency measured at fair value

are translated using the exchange rate at the date that the

fair value was determined.

Any exchange differences are recognized through profit

or loss.

In determining the spot exchange rate to use on initial

recognition of the related asset, expense or income (or

part of it) on the derecognition of a non-monetary asset

or non-monetary liability relating to advance considera-

tion in foreign currency paid or received, the date of the

transaction is the date on which the Company initially rec-

ognizes the non-monetary asset or non-monetary liability

associated with the advance consideration.

Fair value measurement

For all fair value measurements and disclosures of fair val-

ue, that are either required or permitted by the IFRS, the

Company applies IFRS 13.

Fair value is defined as the price that would be received

to sell an asset or paid to transfer a liability, in an orderly

transaction, between market participants, at the meas-

urement date (i.e. an exit price).

The fair value measurement assumes that the transaction

to sell an asset or transfer a liability takes place in the prin-

cipal market, i.e. the market with the greatest volume and

level of activity for the asset or liability. In the absence of a

principal market, it is assumed that the transaction takes

place in the most advantageous market to which the Com-

pany has access, i.e. the market that maximizes the amount

that would be received to sell the asset or minimizes the

amount that would be paid to transfer the liability.

The fair value of an asset or a liability is measured using

the assumptions that market participants would use when

pricing the asset or liability, assuming that market partic-

ipants act in their economic best interest. Market partici-

pants are independent, knowledgeable sellers and buyers

who are able to enter into a transaction for the asset or

the liability and who are interested but not forced or oth-

erwise compelled to do so.

When measuring fair value, the Company considers the

characteristics of the asset or liability, in particular:

• for a non-financial asset, a fair value measurement takes

into account a market participant’s ability to generate

economic benefits by using the asset in its highest and

best use or by selling it to another market participant

that would use the asset in its highest and best use;

• for liabilities and own equity instruments, the fair val-

ue reflects the effect of non-performance risk, i.e. the

risk that an entity will not fulfill an obligation, including

among others the credit risk of the Company itself;

• for groups of financial assets and financial liabilities with

offsetting positions in market risk or credit risk, man-

aged on the basis of an entity’s net exposure to such

risks, see note 34.1 “Assets measured at fair value in the

statement of financial position” and note 34.2 “Liabili-

ties measured at fair value in the statement of financial

position”, for more details.

In measuring the fair value of assets and liabilities, the

Company uses valuation techniques that are appropri-

ate in the circumstances and for which sufficient data

are available, maximizing the use of relevant observ-

able inputs and minimizing the use of unobservable

inputs.

Property, plant and equipment

Pursuant to IAS 16, property, plant and equipment is

stated at cost, net of accumulated depreciation and ac-

cumulated impairment losses, if any. Such cost includes

expenses directly attributable to bringing the asset to the

location and condition necessary for its intended use.

Subsequent costs are recognized as an increase in the

carrying amount of the asset when it is probable that fu-

ture economic benefits associated with the cost incurred

for a part of the asset will flow to the Company and the

cost of the item can be measured reliably. All other costs

are recognized in profit or loss as incurred.

Property, plant and equipment, net of its residual value,

is depreciated on a straight-line basis over its estimated

useful life, which is reviewed annually and, if appropriate,

adjusted prospectively. Depreciation begins when the as-

set is available for use.

The estimated useful life of the main items of property,

plant and equipment is as follows:

Depreciation period

Leasehold improvements Shorter of the term of the

contract and residual useful life

Civil buildings 40 years

Other assets 7 years

Land is not depreciated as it has an indefinite useful life.

Assets recognized under property, plant and equipment

are derecognized either upon their disposal (i.e. at the

date the recipient obtains control) or when no future eco-

nomic benefit is expected from their use or disposal. Any

gain or loss, recognized through profit or loss, is calculat-

ed as the difference between the net disposal proceeds,

determined in accordance with the transaction price re-

quirements of IFRS 15, and the carrying amount of the

derecognized assets.

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Leases

At inception of a contract, the Company assesses wheth-

er a contract is, or contains, a lease applying the definition

of a lease under IFRS 16, that is met if the contract con-

veys the right to control the use of an identified asset for

a period of time in exchange for consideration.

The Company recognizes a right-of-use asset and a lease

liability at the commencement date of the lease (i.e. the

date the underlying asset is available for use).

The right-of-use asset represents a lessee’s right to use

an underlying asset for the lease term; it is initially meas-

ured at cost, which includes the initial amount of lease

liability adjusted for any lease payments made at or be-

fore the commencement date less any lease incentives

received, plus any initial direct costs incurred and an es-

timate of costs to dismantle and remove the underlying

asset and to restore the underlying asset or the site on

which it is located.

Right-of-use assets are subsequently depreciated on

a straight-line basis over the shorter of the lease term

and the estimated useful lives of the right-of-use assets.

If the lease transfers ownership of the underlying asset

to the Company at the end of the lease term or if the

cost of the right-of-use asset reflects the fact that the

Company will exercise a purchase option, depreciation is

calculated using the estimated useful life of the under-

lying asset.

The lease liability is initially measured at the present val-

ue of lease payments to be made over the lease term. In

calculating the present value of lease payments, the Com-

pany uses the lessee’s incremental borrowing rate at the

lease commencement date when the interest rate implicit

in the lease is not readily determinable.

Variable lease payments that do not depend on an index

or a rate are recognized as expenses in the year in which

the event or condition that triggers the payment occurs.

After the commencement date, the lease liability is

measured at amortized cost using the effective interest

method and is remeasured upon the occurrence of cer-

tain events.

The Company applies the short-term lease recognition

exemption to its lease contracts that have a lease term

of 12 months or less from the commencement date. It

also applies the low-value assets recognition exemption

to lease contracts for which the underlying asset is of low

value and whose amount is estimated not material. As an

example, the Company has leases of certain office equip-

ment (i.e. personal computers, printing and photocopying

machines) that are considered of low value. Lease pay-

ments on short-term leases and leases of low-value as-

sets are recognized as an expense on a straight-line basis

over the lease term.

Intangible assets

Pursuant to IAS 38, intangible assets are identifiable as-

sets without physical substance controlled by the Com-

pany, when it is probable that the use of such assets will

generate future economic benefits and the related cost

can be reliably determined.

They are measured at purchase or internal development

cost and are recognized as an intangible asset only when

the Company can demonstrate the technical feasibility of

completing the intangible asset and that it has intention,

ability and resources to complete the asset in order to use

or sell it.

The cost includes any directly attributable expenses nec-

essary to make the assets ready for their intended use.

Intangible assets with a finite useful life are recognized net

of accumulated amortization and any impairment losses.

Amortization is calculated on a straight-line basis over the

asset’s estimated useful life, which is reassessed at least

annually; any changes in amortization policies are reflect-

ed on a prospective basis. For more information on the

estimation of useful life, please see note 2.1 “Use of esti-

mates and management judgment”.

Amortization commences when the asset is ready for use.

Consequently, intangible assets not yet available for use

are not amortized but are tested for impairment at least

annually.

The Company’s intangible assets have a finite useful life.

Intangible assets comprise application software owned

by the Company with an expected useful life of between

three and five years.

Impairment of non-financial assets

Pursuant to “IAS 36 - Impairment of Assets”, at each re-

porting date property, plant and equipment, investment

property recognized at cost, intangible assets, right-of-

use assets, goodwill and equity investments in associates/

joint ventures are reviewed to determine whether there

is evidence of impairment (using internal and external

sources of information).

Intangible assets with an indefinite useful life and intan-

gible assets not yet available for use are tested for im-

pairment annually or more frequently if there is evidence

suggesting that the assets may be impaired.

If such evidence exists, the recoverable amount of each

asset involved is estimated on the basis of the use of the

asset and its future disposal, in accordance with the most

recent Group Business Plan. For more on the estimation

of the recoverable amount, please see note 2.1 “Use of

estimates and management judgment”.

The recoverable amount is calculated for an individual

74 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

asset unless that asset is not capable of generating in-

coming cash flows that are largely independent of those

generated by other assets or groups of assets.

If the carrying amount of an asset is greater than its re-

coverable amount, an impairment loss is recognized in

profit or loss under “Depreciation, amortization and im-

pairment losses”.

If the reasons for a previously recognized impairment

loss no longer obtain, the carrying amount of the as-

set is restored through profit or loss, under “Deprecia-

tion, amortization and impairment losses”, in an amount

that shall not exceed the carrying amount that the as-

set would have had if the impairment loss had not been

recognized and depreciation or amortization had been

performed.

Financial instruments

Financial instruments are recognized and measured in

accordance with “IAS 32 - Financial Instruments: Pres-

entation” and “IFRS 9 - Financial Instruments”.

A financial asset or liability is recognized when, and only

when, the Company becomes party to the contractual

provision of the instrument (i.e. trade date).

Trade receivables arising from contracts with custom-

ers, in the scope of IFRS 15, are initially measured at their

transaction price (as defined in IFRS 15) if such receivables

do not contain a significant financing component or when

the Company applies the practical expedient allowed by

IFRS 15.

Conversely, the Company initially measures financial as-

sets other than the trade receivables noted above at their

fair value plus, in the case of a financial asset not recog-

nized at fair value through profit or loss, transaction costs.

Financial assets are classified at initial recognition as fi-

nancial assets at amortized cost, at fair value through

other comprehensive income and at fair value through

profit or loss, on the basis of both:

• the Company’s business model for managing financial

assets, that is how it manages its financial assets in or-

der to generate cash flows (whether cash flows will re-

sult from collecting contractual cash flows, selling the

financial assets, or both); and

• the contractual cash flow characteristics of the instru-

ment, to determine whether the instrument gives rise

to cash flows that are solely payments of principal and

interest (SPPI) based on the SPPI test.

For purposes of subsequent measurement, financial as-

sets are classified in three categories:

• financial assets measured at amortized cost (debt in-

struments);

• financial assets designated at fair value through OCI

with no reclassification of cumulative gains and losses

upon derecognition (equity instruments); and

• financial assets at fair value through profit or loss.

Financial assets measured at amortized cost

This category mainly includes trade receivables, other fi-

nancial assets and loan assets.

Financial assets at amortized cost are held within a busi-

ness model whose objective is to hold financial assets in

order to collect contractual cash flows and whose con-

tractual terms give rise, on specified dates, to cash flows

that are solely payments of principal and interest on the

principal amount outstanding.

Such assets are initially recognized at fair value, adjusted

for any transaction costs, and subsequently measured at

amortized cost using the effective interest method and

are subject to impairment.

Gains and losses are recognized in profit or loss when the

asset is derecognized, modified or impaired.

Financial assets at fair value through other

comprehensive income (FVOCI) - Equity

instruments

This category includes mainly equity investments in oth-

er entities irrevocably designated as such upon initial

recognition.

Gains and losses on these financial assets are never re-

classified to profit or loss. The Company may transfer the

cumulative gain or loss within equity.

Equity instruments designated at fair value through OCI

are not subject to impairment testing.

Dividends on such investments are recognized in profit or

loss unless they clearly represent a recovery of a part of

the cost of the investment.

Financial assets at fair value through profit

or loss

This category mainly includes:

• financial assets with cash flows that are not solely pay-

ments of principal and interest, irrespective of the busi-

ness model;

• financial assets held for trading because acquired or

incurred principally for the purpose of selling or repur-

chasing in short term (i.e. securities, financial invest-

ments in funds, etc.);

• derivatives, including separated embedded derivatives,

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held for trading or not designated as effective hedging

instruments;

• contingent considerations.

Such financial assets are initially recognized at fair value

with subsequent gains and losses from changes in their

fair value recognized through profit or loss.

This category also includes listed equity investments

which the Company had not irrevocably elected to classify

at fair value through OCI. Dividends on equity investments

are also recognized as other income in the income state-

ment when the right of payment has been established.

Impairment of financial assets

At each reporting date, the Company recognizes a loss

allowance for expected credit losses on trade receivables

and other financial assets measured at amortized cost,

debt instruments measured at fair value through other

comprehensive income (FVOCI), contract assets and all

other assets within the scope of IFRS 9.

The Company has adopted an impairment model, devel-

oped in compliance with IFRS 9, which is based on the

determination of expected credit losses (ECL) using a for-

ward-looking approach.

For trade receivables, contract assets and lease receiv-

ables, including those with a significant financial com-

ponent, the Company adopts the simplified approach,

determining expected credit losses over a period cor-

responding to the entire life of the receivable, generally

equal to 12 months.

For all financial assets other than trade receivables, con-

tract assets and lease receivables, the Company applies

the general approach under IFRS 9, based on the assess-

ment of a significant increase in credit risk since initial

recognition.

The Company recognizes in profit or loss, as an impair-

ment gain or loss, the amount of expected credit losses

(or reversal) that is required to adjust the loss allowance at

the reporting date.

For more information on the impairment of financial as-

sets, please see note 31 “Financial instruments”.

Cash and cash equivalents

This category includes deposits that are available on de-

mand or at very short term, as well as highly liquid finan-

cial investments that are readily convertible into a known

5. Public Statement ESMA October 24, 2024 - Priority 1: Liquidity considerations (ESMA 32-193237008-8369 of October 24, 2024).

amount of cash and which are subject to insignificant risk

of changes in value.

For the purposes of the statement of cash flows, cash and

cash equivalents do not include bank overdrafts at the re-

porting date.

Financial liabilities at amortized cost

This category mainly includes borrowings, trade payables,

lease liabilities and debt instruments.

Financial liabilities, other than derivatives, are recognized

when the Company becomes a party to the contractual

clauses of the instrument and are initially measured at fair

value adjusted for directly attributable transaction costs.

Financial liabilities are subsequently measured at amor-

tized cost using the effective interest rate method. The

effective interest rate is the rate that exactly discounts the

estimated future cash payments or receipts over the ex-

pected life of the financial instrument or a shorter period,

where appropriate, to the carrying amount of the financial

asset or liability.

Financial liabilities at fair value through

profit or loss

Financial liabilities at fair value through profit or loss main-

ly include:

• financial liabilities held for trading, if they are incurred

for the purpose of repurchasing in the near term;

• derivative financial instruments entered into by the

Company that are not designated as hedging instru-

ments as defined by IFRS 9;

• contingent considerations.

Derecognition of financial assets and

liabilities

Financial assets are derecognized whenever one of the

following conditions is met:

• the contractual right to receive the cash flows associat-

ed with the asset expires;

• the Company has transferred substantially all the risks

and rewards associated with the asset, transferring its

rights to receive the cash flows of the asset or assuming

a contractual obligation to pay such cash flows to one or

more beneficiaries under a contract that meets the re-

quirements provided by IFRS 9 (the “pass through test”);

76 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

• the Company has not transferred or retained substan-

tially all the risks and rewards associated with the asset

but has transferred control over the asset.

On derecognition of a financial asset, the Company rec-

ognizes the difference between the carrying amount

(measured at the date of derecognition) and the consid-

eration received through profit or loss.

Financial liabilities are derecognized when they are ex-

tinguished, i.e. when the contractual obligation has been

discharged, cancelled or expired.

When an existing financial liability is replaced by an-

other from the same lender on substantially different

terms, or the terms of an existing liability are sub-

stantially modified, such an exchange or modification

is treated as the derecognition of the original liability

and the recognition of a new liability. The difference in

the respective carrying amounts is recognized in profit

or loss.

Derivative financial instruments

Derivative instruments are classified as financial assets or

liabilities depending on the positive or negative fair value

and they are classified as “held for trading” within “Oth-

er business models” and measured at fair value through

profit or loss, except for those designated as effective

hedging instruments.

All derivatives held for trading are classified as current as-

sets or liabilities.

Derivatives not held for trading purpose but measured at

fair value through profit or loss since they do not qualify

for hedge accounting and derivatives designated as ef-

fective hedging instruments are classified as current or

not current on the basis of their maturity date and the

Company’s intention to hold the financial instrument until

maturity or not.

For more details about derivatives and hedge accounting,

please see note 33.1 “Hedge accounting”.

Embedded derivatives

An embedded derivative is a derivative included in a

“combined” contract (the so-called “hybrid instrument”)

that contains another non-derivative contract (the so-

called “host contract”) and gives rise to some or all of the

combined contract’s cash flows. Embedded derivatives

are separated from the host contract and accounted for

as derivatives when:

• the host contract is not a financial instrument meas-

ured at fair value through profit or loss;

• the economic risks and characteristics of the embed-

ded derivative are not closely related to those of the

host contract;

• a separate contract with the same terms as the embed-

ded derivative would meet the definition of a derivative.

Embedded derivatives that are separated from the host

contract are recognized in the separate financial state-

ments at fair value with changes recognized in profit or

loss (except when the embedded derivative is part of a

designated hedge relationship).

Contracts that do not represent financial instruments to

be measured at fair value are analyzed in order to iden-

tify any embedded derivatives, which are to be separat-

ed and measured at fair value. This analysis is performed

when the Group becomes party to the contract or when

the contract is renegotiated in a manner that significantly

changes the original associated cash flows.

Offsetting financial assets and financial

liabilities

The Company offsets financial assets and liabilities when:

• there is a legally enforceable right to set off the recog-

nized amounts; and

• there is the intention of either to settle on a net basis, or

to realize the asset and settle the liability simultaneously.

Non-current assets (or disposal

groups) classified as held for sale and

discontinued operations

In compliance with IFRS 5, non-current assets (or dispos-

al groups) are classified as held for sale if their carrying

amount will be recovered principally through a sale trans-

action, rather than through continuing use.

This classification criterion is applicable only when non-cur-

rent assets (or disposal groups) are available in their present

condition for immediate sale and the sale is highly probable.

For more details on the requirements for determining

whether a sale is highly probable, please see note 2.1 “Use

of estimates and management judgment”.

Employee benefits

Post-employment and other long-term

benefits

In compliance with IAS 19, the Company determines,

separately for each plan, the liabilities related to em-

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 77

ployee benefits paid upon or after ceasing employment

and other long-term benefits accrued during the em-

ployment period. The Company uses actuarial assump-

tions to estimate the amount of future benefits that

employees have accrued at the reporting date (using

the projected unit credit method) and calculates the

present value of the plans using an appropriate dis-

count rate.

The liability, net of any plan assets, is recognized on an ac-

cruals basis over the vesting period of the related rights.

These appraisals are performed by independent actuaries.

If the plan assets exceed the present value of the related

defined-benefit obligation, the surplus (up to the limit of

any cap) is recognized as an asset.

As regards the liabilities/(assets) of defined-benefit plans,

the cumulative actuarial gains and losses from the actu-

arial measurement of the liabilities, the return on the plan

assets (net of the associated interest income) and the ef-

fect of the asset ceiling (net of the associated interest) are

recognized by the Company in other comprehensive in-

come when they occur. For other long-term benefits, the

related actuarial gains and losses are recognized through

profit or loss.

The Company is also involved in defined-contribution

plans under which it pays fixed contributions to a sepa-

rate entity (a fund) and has no legal or constructive ob-

ligation to pay further contributions if the fund does not

hold sufficient assets to pay all employee benefits relat-

ing to employee service in the current and prior periods.

Such plans are usually aimed at supplementing pension

benefits due to employees post-employment. The related

costs are recognized in profit or loss on the basis of the

amount of contributions paid in the year.

Termination benefits

In compliance with IAS 19, liabilities for benefits due to

employees for the early termination of employee service

arise out of the Company’s decision to terminate an em-

ployee’s employment before the normal retirement date

or an employee’s decision to accept an offer of benefits in

exchange for the termination of employment.

Termination benefits are recognized at the earlier of the

following dates:

• when the Company can no longer withdraw its offer of

benefits; and

• when the Company recognizes a cost for a restructur-

ing that is within the scope of IAS 37 and involves the

payment of termination benefits.

The liabilities are measured on the basis of the nature of

the employee benefits.

Share-based payments

The Company undertakes share-based payment transac-

tions settled with equity instruments as part of the remu-

neration policy adopted for the Chief Executive Officer

and General Manager and for key management personnel.

The most recent long-term incentive plans provide for the

grant to recipients of an incentive represented by an equity

component (settled with equity instruments) and a mone-

tary component (paid in cash), which will accrue if specific

conditions are met. In compliance with IFRS 2, the mone-

tary component is classified as a cash-settled transaction if

it is based on the price (or value) of the equity instruments

of the company that issued the plan or, in other cases, as

another long-term employee benefit. In order to settle the

equity component through the bonus award of Enel shares,

a program for the purchase of treasury shares to support

these plans was approved. For more details on share-based

incentive plans, please see note 35 “Share-based payments”.

For the equity component, the Company recognizes the

services rendered by employees as personnel expenses

over the period in which the conditions for remaining in

service and for achieving certain results must be satisfied

(vesting period) and indirectly estimates their value, and

the corresponding increase in equity, on the basis of the

fair value of the equity instruments (i.e. the issuer shares)

at the grant date.

The overall expense recognized is adjusted at each report-

ing date until the vesting date to reflect the best estimate

available to Enel of the number of equity instruments for

which the service and performance conditions other than

market conditions will be satisfied at the vesting date.

Conversely, if the incentive based on equity instruments

is paid in cash, the Company recognizes the services

rendered by employees as personnel expenses over the

vesting period and a corresponding liability measured at

the fair value of the liability incurred. Subsequently, and

until its extinction, the liability is remeasured at fair value

at each reporting date, considering the best possible es-

timate of the incentive that will vest, with changes in fair

value recognized under personnel expenses.

Provisions for risks and charges

In compliance with IAS 37, provisions are recognized where

there is a legal or constructive obligation as a result of a past

event at the end of the reporting period, the settlement

of which is expected to result in an outflow of resources

whose amount can be reliably estimated. Where the impact

of the time value of money is material, the accruals are de-

termined by discounting expected future cash flows using

a pre-tax discount rate that reflects the current market as-

78 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

sessment of the time value of money and the risks for which

the expected future cash flows have not been adjusted. If

the provision is discounted, the periodic adjustment of the

present value for the time factor (i.e. the unwinding of the

discount) is recognized as a financial expense.

When the Company expects some or all charges to be re-

imbursed, the reimbursement is recognized as a separate

asset, but only when the reimbursement is virtually certain.

Provisions do not include liabilities to reflect uncertainties in

income tax treatments that are recognized as tax liabilities.

Changes in estimates of accruals to the provisions are

recognized in the income statement in the year in which

the changes occur.

Revenue from contracts with customers

The Company recognizes revenue from contracts with

customers at an amount that reflects the consideration

to which the Company expects to be entitled in exchange

for those goods or services using a five-step model pro-

vided for in IFRS 15:

• identify the contract with the customer (step 1);

• identify the performance obligations in the contract

(step 2);

• determine the transaction price (step 3);

• allocate transaction price, at contract inception, to

each separate performance obligation (step 4);

• recognize revenue (step 5).

The Company recognizes revenue when (or as) each per-

formance obligation is satisfied by transferring the prom-

ised good or service to the customer.

Financial income and expense from

derivatives

Financial income and expense from derivatives include:

• income and expense from derivatives measured at fair

value through profit or loss on interest rate and curren-

cy risks;

• income and expense from cash flow hedge derivatives

on interest rate and currency risks.

Other financial income and expense

For all financial assets and liabilities measured at amor-

tized cost and interest-bearing financial assets classified

as at fair value through other comprehensive income, in-

terest income and expense are recognized using the ef-

fective interest rate method.

Interest income is recognized to the extent that it is prob-

able that the economic benefits will flow to the Company

and the amount can be reliably measured.

Other financial income and expense include also changes in

the fair value of financial instruments other than derivatives.

Dividends

In compliance with “IFRS 9 - Financial Instruments”, divi-

dends are recognized when the unconditional right to re-

ceive payment is established.

Dividends and interim dividends payable to the Compa-

ny’s shareholders are recognized as changes in equity in

the period in which they are approved by the Sharehold-

ers’ Meeting and the Board of Directors, respectively.

Income taxes

IAS 12 specifies the requirements for the recognition of

current and deferred tax assets and liabilities. The uncer-

tainty in the determination of tax liabilities is defined in

accordance with the provisions of “IFRIC 23 - Uncertainty

over Income Tax Treatments”.

Current income taxes

Current income taxes for the year, which are recognized

under “Income tax liabilities” net of payments on account,

or under “Tax assets” where there is a credit balance, are

determined using an estimate of taxable income and in

conformity with the applicable regulations.

In particular, such liabilities and assets are determined

using the tax rates and tax laws that are enacted or sub-

stantively enacted by the end of the reporting period in

the countries where taxable income has been generated.

Current income taxes are recognized in profit or loss with

the exception of current income taxes related to items rec-

ognized outside profit or loss that are recognized in equity.

Deferred tax liabilities and assets

Deferred tax liabilities and assets are calculated on the

temporary differences between the carrying amounts of

liabilities and assets in the financial statements and their

corresponding amounts recognized for tax purposes on

the basis of tax rates in effect on the date the temporary

difference will reverse, which is determined on the basis of

tax rates that are enacted or substantively enacted as at

end of the reporting period.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 79

Deferred tax liabilities are recognized for all taxable tem-

porary differences, except when such liability arises:

(i) from the initial recognition of an asset or liability in a

transaction which is not a business combination, at the

time of the transaction, affects neither accounting profit

nor taxable profit, and does not give rise to equal taxable

and deductible temporary differences; or (ii) in respect

of taxable temporary differences associated with invest-

ments in subsidiaries, associates and interests in joint

ventures, when the Company can control the timing of

the reversal of the temporary differences and it is prob-

able that the temporary differences will not reverse in the

foreseeable future.

Deferred tax assets are recognized for all deductible tem-

porary differences, the carryforward of tax losses and

unused tax credits. For more information concerning the

recoverability of such assets, please see the appropriate

section of the discussion of estimates.

Deferred taxes and liabilities are recognized in profit

or loss, with the exception of those in respect of items

recognized outside profit or loss that are recognized in

equity.

Deferred tax assets and deferred tax liabilities are off-

set only if there is a legally enforceable right to offset

current tax assets with current tax liabilities and when

they relate to income taxes levied by the same taxation

authority on either the same taxable entity or different

taxable entities which intend either to settle current

tax liabilities and assets on a net basis, or to realize the

assets and settle the liabilities simultaneously, in each

future period in which significant amounts of deferred

tax liabilities or assets are expected to be settled or

recovered.

Uncertainty over income tax treatments

In defining “uncertainty”, it shall be considered whether

a particular tax treatment will be accepted by the rele-

vant taxation authority. If it is deemed probable that the

tax treatment will be accepted (where the term “proba-

ble” is defined as “more likely than not”), then the Com-

pany recognizes and measures its current/deferred

tax assets or liabilities applying the requirements in

IAS 12.

Conversely when the Company feels that it is not likely

that the taxation authority will accept the tax treatment

for income tax purposes, the Company reflects the un-

certainty in the manner that best predicts the resolution

of the uncertain tax treatment.

For more information on uncertainty over tax treatments

please see note 2.1 “Use of estimates and management

judgment”.

Since uncertain income tax positions meet the definition

of income taxes, the Company presents uncertain tax li-

abilities/assets as current tax liabilities/assets or deferred

tax liabilities/assets.

Guarantee contracts

Financial guarantee contracts are initially measured and

recognized at fair value by the Company in compliance

with “IFRS 9 - Financial Instruments”. Subsequently, guar-

antees are measured at the higher of:

• the amount of the expected credit loss (ECL) allowance

determined in accordance with IFRS 9; and

• the amount initially recognized less, when appropriate,

the cumulative amount of income recognized in ac-

cordance with IFRS 15.

These provisions also apply to commercial guarantee

contracts that do not represent insurance contracts

because they do not transfer significant insurance

risks to the issuer and meet the conditions to be rec-

ognized and measured as financial instruments under

IFRS 9.

2.3 Climate change disclosures

Enel is committed to developing a business model in line

with the Paris Agreement (COP21) goals in order to limit the

average global temperature increase to below 1.5 °C and

to achieve net zero emissions by 2040, promoting the key

role of electricity as an energy carrier to drive the transi-

tion to a “Net Zero” global economy by 2050. Through its

business strategy, the Group is committed to define the

drivers and the investments necessary to develop climate

change mitigation and adaptation actions throughout its

value chain.

Zero emissions ambition:

the decarbonization plan for mitigation

of climate changes

The commitment to fighting climate change is an in-

tegral part of Enel’s strategy, both in the short term as

well as in the long term, by means of a decarbonization

plan that covers both direct as well as indirect emissions

along the entire value chain. This strategy, which is based

on four Science Based Targets initiative (SBTi) certi-

80 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

fied targets, in line with the limitation of global warming

to 1.5 ºC, is embodied in the following business lines of

action.

Decarbonization of the energy mix: development of new

renewables capacity (starting from the current 69.9% in-

stalled renewables capacity of the total in 2024) and si-

multaneous exit from thermal generation by 2040. These

objectives can be reached also due to the absence of

blocked emissions associated with the Group’s activi-

ties that could therefore delay and/or block the business

commitments to close the plants.

Push toward electrification and phase-out of retail gas:

development of electricity technologies that are more

efficient and convenient for consumers, promoting the

electrification of uses and the progressive minimization

of the gas portfolio of customers over the medium and

long term.

Grid development and enhancement: reinforcement of

the role of grids with an investment plan aimed at increas-

ing resilience, digitalization and flexibility to support the

connection of millions of customers and prosumers and

balance the intermittent energy supply generated directly

by renewable plants.

The investments supporting the transition plan are an

integral part of the Group’s Strategic Plan, including the

alignment with the decarbonization objectives and the

criteria of EU Taxonomy.

The climate change mitigation strategy will help reduce

direct and indirect greenhouse gas emissions along the

entire value chain by at least 99% by 2040, compared to

2017, well above the overall threshold set by the main in-

ternational standards (90%).

For more information on financial implications of climate

change-related topics, see note 2.1 “Use of estimates and

management judgment” and the notes relating to specific

items.

2.4 Minimum tax

The Pillar II - Global Anti-Base Erosion Model Rules (GloBE

Rules), which are intended to ensure that large multina-

tional enterprises pay a minimum level of income tax in

each jurisdiction in which they operate, have been en-

acted or substantially enacted in certain jurisdictions in

which the Enel Group operates.

In general, the rules envisage the application of a “top-

up” tax to the excess profit in a jurisdiction to bring the

effective tax rate on that income up to a minimum of 15%.

For this purpose, the Group has developed a specific pro-

cess for the management of its potential exposure to the

top-up tax in such jurisdictions.

On the basis of this assessment, the potential top-up tax

that the Enel Group will have to pay as the difference be-

tween the effective tax rates calculated per jurisdiction

based on the GloBE Rules and the minimum rate of 15%

will not have a significant impact.

In application of the provisions of “IAS 12 - International

Tax Reform - Pillar II Model Rules”, the Group applied the

mandatory temporary exemption for the accounting of

deferred taxes resulting from the application of Pillar II.

The Group will recognize the taxes resulting from the ap-

plication of the regulations as current taxes when they are

incurred (see note 12 “Deferred tax assets and liabilities”).

3. New and amended standards and interpretations

The Company has applied the following standards, inter-

pretations and amendments that took effect as from Jan-

uary 1, 2025.

• “Amendments to IAS 21 - The Effects of Changes in For-

eign Exchange Rates: Lack of Exchangeability”, issued in

August 2023, clarify how to determine whether a cur-

rency is exchangeable for another and, when it is not,

the exchange rate to be used.

The amendments establish that a currency is consid-

ered exchangeable into another when it is possible

to obtain the other currency through a market or ex-

change mechanism that creates enforceable rights and

obligations with a normal administrative delay.

The assessment of exchangeability must be made at

a measurement date and for a specified purpose. If,

in such circumstances, only an insignificant amount

of the other currency can be obtained, then the cur-

rency is not exchangeable. In that case, an entity is

required to estimate the spot exchange rate reflect-

ing the rate at which an orderly exchange transaction

would take place at the measurement date between

market participants, under prevailing economic

conditions.

The amendments do not specify how to estimate the

spot exchange rate for a currency that is not exchange-

able, allowing the use of an observable exchange rate

Report

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Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 81

without adjustment or another estimation technique.

Under the amendments, companies also need to pro-

vide new disclosures, providing information that enable

users to assess how the fact that a currency is not ex-

changeable into another currency affects, or is expect-

ed to affect, their financial performance, financial posi-

tion and cash flows.

The application of these amendments has not had a ma-

terial impact in these financial statements.

Information on the Income Statement

Revenue

4.a Revenue from sales and services – €110 million

Millions of euro 2025 2024 Change

Group companies 110 109 1

Third parties - 1 (1)

Total revenue from sales and services 110 110 -

Revenue from sales and services includes management

services provided to the subsidiaries within the manage-

ment and coordination role as Parent Company (€93 mil-

lion), IT services (€14 million) and other services (€3 million).

“Revenue from sales and services” breaks down by geo-

graphical segments as follows:

• €70 million in Italy (€60 million in 2024);

• €20 million in the European Union (€16 million in 2024);

• €20 million in other countries (€34 million in 2024).

4.b Other income – €12 million

Other income mainly includes the billing of costs for Enel

SpA personnel seconded to other Group companies (€10

million), and to Fondazione Centro Studi Enel and Enel Cu-

ore Onlus (a total €2 million).

82 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Costs

5.a Purchase of consumables

Costs for the purchase of consumables did not change significantly on the previous year.

5.b Services, leases and rentals – €177 million

Millions of euro 2025 2024 Change

Services 167 170 (3)

Leases and rentals 10 7 3

Total services, leases and rentals 177 177 -

Costs for services include costs for services provided by

Group companies in the amount of €97 million (€115 mil-

lion in 2024) and by third parties in the amount of €70 mil-

lion (€55 million in 2024).

Costs for services provided by Group companies de-

creased by €18 million, reflecting lower costs for system

and application support services and for miscellaneous

services, mainly in respect of Enel Global Services Srl.

Costs for services provided by third parties increased by

€15 million, mainly reflecting the increase in costs for ad-

vertising and sponsorship (€6 million) and other costs for

miscellaneous services (€8 million).

Costs for leases and rentals are represented by lease

costs for assets owned by the subsidiary Enel Italia SpA

(€5 million) and costs for operating leases (€2 million).

5.c Personnel expenses – €205 million

Millions of euro Notes 2025 2024 Change

Wages and salaries 116 93 23

Social security contributions 34 28 6

Post-employment benefits 24 10 8 2

Other long-term benefits 24 17 1 16

Share-based payments 844

Other costs and other incentive plans 20 12 8

Total personnel expenses 205 146 59

Personnel expenses increased by €59 million compared

with 2024, mainly attributable to the increase in the aver-

age number of employees and the headcount as well as in

employee benefits.

The table below shows the average number of employees

by category, compared with the previous year, and the ac-

tual number of employees at December 31, 2025.

No.

Average workforce Headcount

2025 2024 Change at Dec. 31, 2025

Managers 210 184 26 222

Middle managers 740 593 147 801

White collar 303 271 32 295

Total 1,253 1,048 205 1,318

Report

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 83

5.d Depreciation, amortization and impairment losses – €995 million

Millions of euro 2025 2024 Change

Depreciation 55 -

Amortization 36 83 (47)

Impairment losses 954 3,497 (2,543)

Total depreciation, amortization and impairment losses 995 3,585 (2,590)

The item came to a total of €41 million and includes de-

preciation of €5 million and amortization of €36 million.

Impairment losses include impairment losses on the eq-

uity investments held in the subsidiaries Enel X Srl (€520

million), Enel Green Power SpA (€308 million), Enel Hold-

ing Finance Srl (€88 million), Enel Finance International

NV (€29 million) and Vektör Enerjí Üretím Anoním Şírketí

(€9 million).

In 2024, impairment losses on these equity investments

came to €2,587 million for Enel Holding Finance Srl and

€862 million for Enel Finance International NV, and re-

sulted from the impairment test carried out following the

partial distribution of available capital reserves. The item

also included impairment losses on the equity investment

in the subsidiary Enel Reinsurance - Compagnia di riassi-

curazione SpA in the amount of €47 million.

For details on the criteria used to determine the impair-

ment losses, see note 13 “Equity investments” below.

5.e Other operating costs – €21 million

Other operating costs increased by €7 million, mainly due to other miscellaneous operating expenses and the settle-

ment of prior-year items.

6. Income from equity investments – €4,528 million

Millions of euro 2025 2024 Change

Dividends from subsidiaries 4,527 6,562 (2,035)

Enel Américas SA 365 399 (34)

Enel Chile SA 170 216 (46)

Enel Finance International NV - 1,075 (1,075)

Enel Global Trading SpA 1,161 1,103 58

Enel Green Power SpA - 166 (166)

Enel Holding Finance Srl - 3,225 (3,225)

Enel Iberia SRLU 810 375 435

Enel Italia SpA 2,020 - 2,020

Enelpower Srl 1 3 (2)

Dividends from other companies 1 1 -

Empresa Propietaria de la Red SA 1 1 -

Total income from equity investments 4,528 6,563 (2,035)

The item regards dividends approved by subsidiaries and

other companies, down by €2,035 million on 2024, mainly

reflecting the decrease in dividends from the subsidiaries

Enel Holding Finance Srl and Enel Finance International

NV, which in 2024 distributed available capital reserves in

the amount of €4,300 million, partially offset by the in-

crease in dividends from Enel Italia SpA, Enel Iberia SRLU

and Enel Global Trading SpA.

At year end, outstanding interim dividends for 2025

included those approved by the subsidiaries Enel Ibe-

ria SRLU (€350 million), Enel Italia SpA (€300 million),

Enel Américas SA (€70 million) and Enel Chile SA (€26

million), which were collected in January and February

2026.

84 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

7. Net financial income/(expense) from derivatives – €(63) million

Millions of euro 2025 2024 Change

Income from derivatives

- on behalf of Group companies: 350 401 (51)

- income from derivatives at fair value through profit or loss 350 401 (51)

- on behalf of Enel SpA: 73 149 (76)

- income from cash flow hedge derivatives 54 130 (76)

- income from derivatives at fair value through profit or loss 19 19 -

Total income from derivatives 423 550 (127)

Expense from derivatives

- on behalf of Group companies: 348 398 (50)

- expense from derivatives at fair value through profit or loss 348 398 (50)

- on behalf of Enel SpA: 138 56 82

- expense from cash flow hedge derivatives 119 36 83

- expense from derivatives at fair value through profit or loss 19 20 (1)

Total expense from derivatives 486 454 32

TOTAL NET FINANCIAL INCOME/(EXPENSE) FROM DERIVATIVES (63) 96 (159)

Net financial expense from derivatives on interest and

exchange rates came to €63 million (net income of

€96 million in 2024), a decrease of €159 million reflect-

ing the net financial expense on cash flow hedge de-

rivatives that mainly regard hedges on exchange rate

risk.

For more details on derivatives, see note 31 “Financial in-

struments” and note 33 “Derivatives and hedge accounting”.

8. Net other financial income/(expense) – €(270) million

Millions of euro 2025 2024 Change

Other financial income

Interest income

Interest income on short-term financial assets 154 348 (194)

Tot al 154 348 (194)

Exchange gains 84 14 70

Other 144 186 (42)

Tot al 228 200 28

Total other financial income 382 548 (166)

Other financial expense

Interest expense

Interest expense on bank borrowings 85 145 (60)

Interest expense on bonds 117 140 (23)

Interest expense on other borrowings 435 594 (159)

Tot al 637 879 (242)

Exchange losses 10 64 (54)

Interest expense on defined-benefit plans and other long-term employee

benefits

4 5 (1)

Other 1 4 (3)

Tot al 15 73 (58)

Total other financial expense 652 952 (300)

TOTAL NET OTHER FINANCIAL INCOME/(EXPENSE) (270) (404) 134

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on Operations

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governance

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statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 85

Other financial income amounted to €382 million, a de-

crease of €166 million on 2024, mainly reflecting:

• a decrease of €194 million in interest income on short-

term financial assets, primarily reflecting the decrease

in interest income from Group companies resulting

from intercompany current account transactions (in the

amount of €154 million), and lower interest income from

bank current accounts (€29 million);

• an increase of €70 million in exchange gains, mainly re-

flecting developments in exchange rates associated with

net financial debt denominated in currencies other than

the euro;

• a decrease of €42 million in other interest income on

guarantees issued on behalf of Group companies, due

to fewer guarantees granted.

Other financial expense came to €652 million, down

€300 million compared with the previous year, mainly

reflecting a decrease in interest expense on bank bor-

rowings, bonds and other borrowings totaling €242

million, essentially due to the decrease in interest rates

and, secondly, the decrease in exchange losses (€54

million).

9. Income taxes – €(149) million

Millions of euro 2025 2024 Change

Current taxes (149) (148) (1)

Deferred tax income (1) 1 (2)

Deferred tax expense 1 3 (2)

Total taxes (149) (144) (5)

Income taxes for 2025 showed a benefit of €149 million,

mainly as a result in the reduction in the tax base for the

corporate income tax (IRES) compared with pre-tax prof-

it due to the exclusion of 95% of the dividends received

from the subsidiaries and the deductibility of Enel SpA’s

interest expense for the Group in accordance with cor-

porate income tax law (Article 96 of the Consolidated In-

come Tax Code).

The following table reconciles the theoretical tax rate with

the effective tax rate.

Millions of euro 2025 % 2024 %

Pre-tax profit 2,919 2,454

Theoretical corporate income taxes (IRES) 701 24.0% 589 24.0%

Tax decreases:

- dividends on equity investments, collected (1,032) -35.4% (536) -21.8%

- dividends on equity investments, not collected (9) -0.3% (8) -

- uses of provisions (16) -0.5% (13) -0.5%

- other (70) -2.4% (1,072) -43.7%

Tax increases:

- impairment losses/(gains) for the year 229 7.8% 839 34.2%

- accruals to provisions 19 0.7% 11 -

- prior-year expense - 0.0% 1 0.0%

- other 10 0.3% 7 0.3%

Total current corporate income taxes (IRES) (168) -5.8% (182) -7.4%

Foreign taxes 18 0.6% (10) -

Difference on estimated income taxes from prior years 1 0.0% 21 0.9%

Withholdings on dividends from foreign equity

investments

-0.0% 230.0%

Total deferred tax items - 0.0% 4 0.2%

- of which changes for the year 1 4

- of which difference of prior-year estimates (1) -

TOTAL INCOME TAXES (149) -5.1% (144) -6.3%

86 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Information on the Statement of Financial Position

Assets

10. Property, plant and equipment – €10 million

Millions of euro Land Buildings

Plant and

machinery

Industrial and

commercial

equipment Other assets

Leasehold

improvements

Assets under

construction

and advances To ta l

Cost 1 6 3 5 38 42 - 95

Accumulated depreciation - (5) (3) (5) (31) (42) - (86)

Balance at Dec. 31, 2023 1 1 - - 7 - - 9

Capital expenditure - - - - 5 - - 5

Depreciation - - - - (3) - (3)

Total changes - - - - 2 - - 2

Cost 1 6 3 5 43 42 - 100

Accumulated depreciation - (5) (3) (5) (34) (42) - (89)

Balance at Dec. 31, 2024 1 1 - - 9 - - 11

Capital expenditure/

disinvestments

- (2) - - 3 - - 1

Depreciation - 2 - - (3) - (1)

Other changes (1) - - - - - - (1)

Total changes (1) - - - - - - (1)

Cost - 4 3 5 46 42 - 100

Accumulated depreciation - (3) (3) (5) (37) (42) - (90)

Balance at Dec. 31, 2025 - 1 - - 9 - - 10

Property, plant and equipment, amounting to €10 million,

decreased by €1 million compared with 2024, reflecting

the negative balance between capital expenditure, disin-

vestments and depreciation during 2025.

11. Intangible assets – €66 million

Intangible assets, all of which have a finite useful life, break down as follows.

Millions of euro

Industrial patents and intellectual

property rights

Other intangible assets

under development Tot al

Balance at Dec. 31, 2023 33 98 131

Investments -2828

Assets entering service 97 (97) -

Amortization (83) - (83)

Total changes 14 (69) (55)

Balance at Dec. 31, 2024 47 29 76

Investments 12526

Assets entering service 24 (24) -

Amortization (36) - (36)

Total changes (11) 1 (10)

Balance at Dec. 31, 2025 36 30 66

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 87

Industrial patents and intellectual property rights, in the

amount of €36 million (€47 million in 2024), mainly re-

gard costs incurred in purchasing applications software.

Amortization is calculated on a straight-line basis over the

item’s residual useful life (three years on average).

Other intangible assets under development amounted to

€30 million, up by €1 million on 2024, mainly reflecting as-

sets entering service and investments in the development

of projects and IT systems.

12. Deferred tax assets and liabilities – €92 million and €22 million

Millions of euro at Dec. 31, 2024

Increase/

(Decrease) taken

to profit or loss

Increase/

(Decrease) taken

to equity at Dec. 31, 2025

Deferred tax assets

Nature of temporary differences:

- provisions for risks and charges and impairment losses 13 (1) - 12

- measurement of financial instruments 71 - (22) 49

- other items 27 2 2 31

Total deferred tax assets 111 1 (20) 92

Deferred tax liabilities

Nature of temporary differences:

- measurement of financial instruments (25) - 12 (13)

- other items (8) (1) - (9)

Total deferred tax liabilities (33) (1) 12 (22)

Excess net deferred IRES tax assets after any offsetting 78 70

Deferred tax assets totaled €92 million (€111 million at

December 31, 2024) and essentially regard deferred taxes

on the fair value measurement of cash flow hedges and

employee benefits.

Deferred tax liabilities came to €22 million (€33 million

at December 31, 2024) and mainly regard deferred tax-

es on the fair value measurement of cash flow hedge

instruments.

The amount of deferred tax assets and liabilities was de-

termined by applying a rate of 24% for IRES.

88 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

13. Equity investments – €59,303 million

The table below shows the changes during the year for each investment, with the corresponding carrying amounts at the

beginning and end of the year, as well as the list of investments held in subsidiaries, associates and other companies.

Millions of euro

Original

cost

Impairment

(losses)/gains

Other changes

- IFRIC 11 &

IFRS 2

Carrying

amount % holding

Capital

contributions

and loss

coverage

Acquisitions/

(Disposals)/

(Liquidations)/

(Repayments)

at Dec. 31, 2024 Changes in 2025

A) Subsidiaries

Enel Global Services Srl 70 - 3 73 100.0 70

Enel Global Trading SpA 1,401 - 3 1,404 100.0 -

Enel Green Power SpA 2,063 (1,369) 6 700 100.0 1,193

Enel Grids Srl 59 - 4 63 100.0 -

Enel Holding Finance Srl 7,874 (2,587) - 5,287 100.0 -

Enel Iberia SRLU 13,713 - 1 13,714 100.0 -

Enel Innovation Hubs Srl 70 (63) - 7 100.0 -

Enel Investment Holding BV 4,497 (4,492) - 5 100.0 -

Enel Italia SpA 12,763 - 7 12,770 100.0 -

Enel North America Inc. 6,587 - 1 6,588 100.0 -

Enel Reinsurance - Compagnia

di riassicurazione SpA

606 (47) - 559 100.0 -

Enel X Srl 239 - 4 243 100.0 500

Enel X Way Srl 916 - - 916 100.0 -

Enelpower Srl 189 (163) - 26 100.0 -

Vektör Enerjí Üretím Anoním

Şírketí

- - - - 100.0 9

Enel Américas SA 11,658 - - 11,658 82.3 - 1

Enel Chile SA 2,671 - - 2,671 64.9 -

Enel Finance International NV 2,624 (862) - 1,762 25.0 -

Enel Green Power Chile SA - - - - 0.0 -

Total subsidiaries 68,000 (9,583) 29 58,446 1,772 1

B) Associates

CESI SpA 23 - - 23 42.7 -

Total associates 23 - - 23 -

C) Other companies

Elcogas SA in liquidation 5 (5) - - 4.3 -

Empresa Propietaria de la Red

5 4 - 9 11.1 -

Idrosicilia SpA - - - - 1.0 -

Red Centroamericana de

Telecomunicaciones SA

- - - - 11.1 -

Total other companies 10 (1) - 9 - -

TOTAL EQUITY INVESTMENTS 68,033 (9,584) 29 58,478 1,772 1

90 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The table below reports changes in equity investments in 2025.

Millions of euro

Increases

Merger of Enel X Way Srl into Enel X Srl 916

Capital contribution to Enel Global Services Srl 70

Increase in shareholding in Enel Américas SA 1

Capital contribution to Enel Green Power SpA 1,193

Recapitalization of Vektör Enerjí Üretím Anoním Şírketí 9

Capital contribution to Enel X Srl 500

Total increases 2,689

Decreases

Merger of Enel X Way Srl into Enel X Srl (916)

Impairment loss on Enel Holding Finance Srl (88)

Impairment loss on Enel Finance International NV (29)

Impairment loss on Enel X Srl (520)

Impairment loss on Enel Green Power SpA (308)

Impairment loss on Vektör Enerjí Üretím Anoním Şírketí (9)

Value adjustment on Empresa Propietaria de la Red SA (1)

Total decreases (1,871)

NET CHANGE 818

In 2025 the carrying amount of investments in subsidiar-

ies, associates and other companies increased by €818

million as a result of:

• the capital contribution of €70 million to the subsidiary

Enel Global Services Srl on January 16, 2025, in order to

strengthen the company’s financial position;

• the increase in the investment in the listed Chilean

subsidiary Enel Américas SA from 82.27% to 82.28% of

share capital on April 1, 2025, through the purchase of

9,693,416 shares for approximately €1 million;

• capital contributions totaling €1,193 million to the sub-

sidiary Enel Green Power SpA on June 30 and Septem-

ber 26, 2025 in order to optimize its financial and equity

structure;

• the recapitalization through waiver of credit and capital

contribution of €9 million to the Turkish subsidiary Vek-

tör Enerjí Üretím Anoním Şírketí, on December 12, 2025;

• the capital contribution of €500 million to the subsidiary

Enel X Srl on December 29, 2025 in order to strengthen

the company’s financial and equity structure;

• the impairment loss of €88 million on the investment

held in the subsidiary Enel Holding Finance Srl to reflect

the performance and financial situation of the company;

• the impairment loss of €29 million on the investment

held in the Dutch subsidiary Enel Finance International

NV to reflect the performance and financial situation of

the company;

• the impairment loss of €308 million on the investment

held in the subsidiary Enel Green Power SpA mainly at-

tributable to subsidiaries in Mexico classified as held

for sale;

• the impairment loss of €520 million on the investment

held in the subsidiary Enel X Srl to reflect a rationali-

zation of investments due to the slowdown in growth

scenarios in the Italian and Spanish market;

• the impairment loss of €9 million on the investment

held in Vektör Enerjí Üretím Anoním Şírketí to reflect the

performance and financial situation of the company;

• the decrease in the fair value measurement of the equi-

ty investment in Empresa Propietaria de la Red SA in the

amount of €1 million.

In addition, Enel X Way Srl merged into Enel X Srl with an

effective date of January 1, 2025. The transaction did not

lead to any changes in the overall value of the equity in-

vestments held by Enel SpA.

In accordance with IFRS 2, the carrying amount of in-

vestments in the subsidiaries involved in the share-

based long-term incentive plans for the management

of Enel and/or its subsidiaries pursuant to Article 2359

of the Italian Civil Code has been increased by the fair

value of the equity component for the year, recognized

in specific equity reserves, in the overall amount of €7

million. In the case of the award of equity instruments

to the employees of indirect subsidiaries, the carrying

amount of the equity investment in the direct subsidiary

was increased.

Report

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 91

The recoverable amount of the equity investments rec-

ognized through the impairment tests was estimated by

calculating the equity value of the investments through an

estimate of their value in use using discounted cash flow

models, which involve estimating expected future cash

flows and applying an appropriate discount rate, select-

ed on the basis of market inputs such as risk-free rates,

betas and market risk premiums. For the purpose of com-

paring the carrying amount of the investments, the enter-

prise value resulting from the estimation of future cash

flows was converted into the equity value by subtracting

the net financial position of the investee and other bal-

ance sheet items relevant for estimating the equity value.

Cash flows were determined on the basis of the best in-

formation available at the time of the estimate and drawn

for the explicit period from the 2026-2028 Business Plan

approved by the Board of Directors of the Company on

February 22, 2025, containing forecasts for volumes, rev-

enue, operating costs, capital expenditure, industrial and

commercial organization and developments in the main

macroeconomic variables (inflation, nominal interest rates

and exchange rates) and commodity prices. The explic-

it period of cash flows considered in impairment testing

for these equity investments differs in accordance with

the specific features and business cycles of the various

companies. The terminal value, on the other hand, was

calculated as a perpetuity or annuity with a growth rate

representing the long-term rate of growth outlook of the

companies (depending on the country and business in-

volved).

With regard to the investments held in Enel Italia SpA, Enel

Global Services Srl, Enel North America Inc., Enel Grids

Srl and Enel Global Trading SpA, the carrying amount is

deemed to be recoverable even if individually greater than

equity at December 31, 2025 for each investee. This cir-

cumstance is not felt to represent an impairment loss in

respect of the investment but rather a temporary mis-

match between the two amounts.

More specifically, for Enel Italia SpA, Enel Global Services

Srl, Enel North America Inc., Enel Grids Srl and Enel Global

Trading SpA the negative difference between the carrying

amount of the investments and their equity represented a

trigger event, following which the equity value of the in-

vestments in consideration of their expected future cash

flows was determined by means of an impairment test. As

a result of this test, a greater value emerged that was not

reflected in equity to an extent necessary to confirm the

full recoverability of the value of the investments.

These investments passed the impairment tests.

With regard to the investments held in Enel Finance In-

ternational NV, Enel Holding Finance Srl, Enel Green Pow-

er SpA and Enel X Srl, the negative difference between

the carrying amount of the investments and their equity

represented a trigger event, which made it necessary to

proceed with the determination of the recoverable value

of the investments pursuant to IAS 36.

The impairment tests carried out on these investments

showed the following:

• Enel Finance International NV: the cash flows used to

determine the value in use reflect, in the explicit period,

management’s assumptions regarding the evolution of

the cash flows connected to the company’s core busi-

ness, in line with the provisions of the Enel Group’s Busi-

ness Plan. For the years following the explicit three-year

period, cash flows were estimated assuming that exist-

ing investments continue to generate inflows/outflows

consistent with contractual rates in force at the time of

testing for a period equal to the average duration of the

related contracts, using a pre-tax WACC of 11.1%. The

impairment test showed a recoverable amount lower

than the carrying amount of the investment, triggering

a value adjustment of €29 million;

• Enel Holding Finance Srl: this is a holding company and

its value is entirely related to the 75% interest held in

Enel Finance International NV. Thus, the impairment

test was carried out by comparing the carrying amount

of the investment with the recoverable amount of the

subsidiary, determined according to the methods de-

scribed above. The impairment test showed a recover-

able amount lower than the carrying amount, triggering

a value adjustment of €88 million;

• Enel Green Power SpA: given the company’s predom-

inant role as a holding company, the impairment test

was carried out by applying a sum-of-the-parts ap-

proach, which determines the recoverable amount as

the sum of the equity values estimated for Enel Green

Power SpA and the individual investees. The cash flows

used to determine the values in use in the explicit pe-

riod were taken from the plans of the individual com-

panies included in the most recent Business Plan of the

Enel Group. The terminal value was estimated using

the annuity method, in line with the type of business

carried out and the residual useful life of the plants. A

salvation value was also included in the event of plant

decommissioning, taking into account the concession

rights, the competitiveness of the production sites

and interconnections to the grid. The main financial

assumptions used, WACC and g-rate, reflect the spe-

cifics of the markets and geographical areas of each

company;

• Enel X Srl: the impairment test was carried out by ap-

plying a sum-of-the-parts approach. The values at-

tributed to the various investees were determined

mainly on the basis of the value in use and, residually,

92 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

where deemed more appropriate, the fair value less

costs to sell. The cash flows for the explicit period were

mainly taken from the Enel Group’s Business Plan for

subsidiaries, and from the most recent plans prepared

by the management for the other companies. Cash

flows beyond the explicit period were calculated using

the perpetual income or annual income method alter-

natively, depending on the characteristics of the busi-

nesses and the useful life of the underlying assets. The

financial assumptions used, WACC and g-rate, reflect

the specifics of the markets and geographical areas of

each company.

The share certificates for Enel SpA’s investments in Ital-

ian subsidiaries are held in custody at Monte dei Paschi

di Siena.

The following table reports the share capital and equity of

the investments in subsidiaries, joint ventures, associates

and other investees at December 31, 2025.

Registered office Currency Share capital

Equity

(millions of

euro)

Prior year

profit/(loss)

(millions of

euro) % holding

Carrying

amount

(millions of

euro)

A) Subsidiaries

Enel Global Services Srl Rome EUR 50,000 107 (15) 100.0 144

Enel Global Trading SpA Rome EUR 90,885,000 1,061 631 100.0 1,405

Enel Green Power SpA Rome EUR 272,000,000 1,195 (346) 100.0 1,586

Enel Grids Srl Rome EUR 10,100,000 41 (9) 100.0 64

Enel Holding Finance Srl Rome EUR 10,000 5,214 (71) 100.0 5,199

Enel Iberia SRLU Madrid EUR 336,142,500 24,337 1,083 100.0 13,714

Enel Innovation Hubs Srl Rome EUR 1,100,000 8 - 100.0 7

Enel Investment Holding BV Amsterdam EUR 1,000,000 3 (1) 100.0 5

Enel Italia SpA

(1)

Rome EUR 100,000,000 10,770 2,914 100.0 12,772

Enel North America Inc.

(1)

Andover USD 50 6,260 (87) 100.0 6,588

Enel Reinsurance - Compagnia di

riassicurazione SpA

Rome EUR 3,000,000 555 - 100.0 559

Enel X Srl Rome EUR 1,050,000 582 (60) 100.0 1,140

Enelpower Srl Milan EUR 2,000,000 27 2 100.0 26

Vektör Enerjí Üretím Anoním

Şírketí

Istanbul TRY 3,500,000 - - 100.0 -

Enel Américas SA

(1)

Santiago de Chile USD 15,799,226,825 15,817 1,190 82.3 11,659

Enel Chile SA

(1)

Santiago de Chile CLP 3,895,894,938 4,725 517 64.9 2,671

Enel Finance International NV Amsterdam EUR 1,478,810,371 6,428 24 25.0 1,733

Enel Green Power Chile SA Santiago de Chile USD 599,261,770 888 1 0.0 -

B) Associates

CESI SpA

(2)

Milan EUR 8,550,000 103 2 42.7 23

C) Other companies

Elcogas SA in liquidation Puertollano EUR 809,690 - - 4.3 -

Empresa Propietaria de la Red SA Panama USD 63,810,000 162 16 11.1 8

Idrosicilia SpA Milan EUR 22,520,000 - - 0.6 -

Red Centroamericana de

Telecomunicaciones SA

Panama USD 2,700,000 - - 11.1 -

(1) Based on the consolidated financial statements at December 31, 2025.

(2) Based on the consolidated financial statements at December 31, 2024.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 93

Equity investments in other companies at December 31,

2025 are all related to unlisted companies. During the

transition to IFRS 9, the option of measuring these finan-

cial assets at fair value through other comprehensive in-

come was applied.

The investment in Elcogas SA was completely written off

in 2014 and since January 1, 2015, the company, in which

Enel has a stake of 4.3%, is in liquidation. The profit par-

ticipation loan of €6 million granted in 2014 has also been

written down to take account of accumulated losses.

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024

Equity investments in unlisted companies measured at FVOCI 8 9

Empresa Propietaria de la Red SA 89

Red Centroamericana de Telecomunicaciones SA - -

Compañía de Transmisión del Mercosur SA --

Elcogas SA in liquidation --

Idrosicilia SpA --

14. Derivatives - €132 million, €27 million, €510 million, €45 million

Millions of euro

Non-current Current

at Dec. 31, 2025 at Dec. 31, 2024 at Dec. 31, 2025 at Dec. 31, 2024

Derivative financial assets 132 179 27 107

Derivative financial liabilities 510 581 45 102

For more details about the nature, recognition and classification of derivative financial assets and liabilities, please see

notes 31 “Financial instruments” and 33 “Derivatives and hedge accounting”.

15. Other non-current financial assets – €21 million

Millions of euro Notes at Dec. 31, 2025 at Dec. 31, 2024 Change

Financial prepayments 18 1 17

Other non-current financial assets included in debt 15.1 3 3 -

Tot al 21 4 17

Financial prepayments essentially refer to the remaining

portion of the transaction costs of the revolving sustaina-

bility-linked credit lines subscribed in 2025.

The item includes the non-current portion of such costs

and the release to the income statement is based on the

duration of the lines.

15.1 Other non-current financial assets included in debt – €3 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Other loan assets 33 -

Tot al 33 -

Other loan assets are accounted for by loans to employees.

94 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

16. Other non-current assets – €65 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Tax assets 12 12 -

Amounts due from subsidiaries for assumption of supplementary pension plan

liabilities

53 56 (3)

Total other non-current assets 65 68 (3)

Tax assets include the residual amount of €9 million due in

respect of the claim for reimbursement for excess income

tax paid as a result of not partially deducting IRAP in cal-

culating taxable income for IRES purposes. These claims

were submitted by Enel SpA on its own behalf for 2003

and on its own behalf and as the consolidating company

for 2004-2011.

The item includes the asset of €3 million, arising from the

definitive calculation of the withholding tax levied on the

dividends of Enel Américas SA pertaining to 2021.

Amounts due from subsidiaries for assumption of sup-

plementary pension plan liabilities refer to amounts due

in respect of the assumption by Group companies of their

share of the supplementary pension plan. The terms of the

agreement state that the Group companies concerned

are to reimburse the costs of extinguishing defined-ben-

efit obligations of the Parent, which are recognized under

employee benefits.

On the basis of actuarial forecasts made using current

assumptions, the plan will expire within the following five

years.

17. Trade receivables – €174 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Trade receivables:

- due from subsidiaries 172 192 (20)

- due from third-party customers 2 5 (3)

Tot al 174 197 (23)

Trade receivables due from subsidiaries primarily regard

the management and coordination services and oth-

er activities performed by Enel SpA on behalf of Group

companies.

The decrease on December 31, 2024 mainly reflects the

improvement in collection from foreign subsidiaries.

Trade receivables from third-party customers concern

services of various types.

Trade receivables due from subsidiaries break down as

follows.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 95

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Subsidiaries

Edistribución Redes Digitales SLU 4 4 -

e-distribuzione SpA 20 16 4

Endesa Energía SAU 321

Endesa Generación SA 2 3 (1)

Endesa SA 88 -

Enel Américas SA 11-

Enel Brasil SA 49 57 (8)

Enel Chile SA 4 5 (1)

Enel Distribución Chile SA 11-

Enel Energia SpA 981

Enel Generación Chile SA - 2 (2)

Enel Global Services Srl 12 13 (1)

Enel Green Power Chile SA 22-

Enel Green Power Hellas SA - 7 (7)

Enel Green Power Italia Srl 2 3 (1)

Enel Green Power North America Inc. 4 1 3

Enel Green Power SpA 4 5 (1)

Enel Grids Srl 211

Enel Italia SpA 633

Enel North America Inc. 3 4 (1)

Enel Produzione SpA 4 5 (1)

Enel X Srl 1 6 (5)

Gas y Electricidad Generación SAU 2 2 -

Vektör Enerjí Üretím Anoním Şírketí - 8 (8)

Other 29 25 4

Tot al 172 192 (20)

Trade receivables by geographical segment are shown below.

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Italy 72 68 4

EU 24 34 (10)

Non-EU Europe - 1 (1)

Other 78 94 (16)

Tot al 174 197 (23)

18. Income tax assets – €183 million

Income tax assets essentially regard the Company’s IRES

credit for estimated current taxes for 2025 (€168 million),

the credit for withholding tax on financial income (€12 mil-

lion) and on interest income (€3 million).

96 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

19. Other current financial assets – €3,871 million

Millions of euro Notes at Dec. 31, 2025 at Dec. 31, 2024 Change

Other current financial assets included in debt 19.1 3,833 2,627 1,206

Other current financial assets 38 51 (13)

Tot al 3,871 2,678 1,193

For more information on “Other current financial assets

included in debt”, please see note 19.1.

Other current financial assets essentially refer to cur-

rent accrued financial income, mainly on cash flow

hedge derivatives on interest, of €28 million (€35 mil-

lion at December 31, 2024), financial assets in respect

of derivative positions accrued in 2025 and payable in

the following year, amounting to €4 million (€11 million

at December 31, 2024) and current financial prepaid

expense of €6 million (unchanged from December 31,

2024) relating to charges incurred for the signing of

credit lines.

19.1 Other current financial assets included in debt – €3,833 million

Millions of euro Notes at Dec. 31, 2025 at Dec. 31, 2024 Change

Loan assets due from Group companies:

- short-term loan assets (intercompany current account) 31.1.1 3,413 2,161 1,252

Tot al 3,413 2,161 1,252

Loan assets due from others:

- other loan assets 3 5 (2)

- cash collateral for margin agreements on OTC derivatives 31.1.1 417 461 (44)

Tot al 420 466 (46)

TOTAL 3,833 2,627 1,206

Loan assets due from Group companies increased by

€1,252 million compared with December 31, 2024, mainly

reflecting the increase in short-term loan assets held on

the intercompany current account with Group companies.

Loan assets due from others decreased by €46 million,

primarily reflecting lower cash collateral paid to counter-

parties for operations on OTC derivatives on interest rates

and exchange rates.

20. Other current assets – €1,150 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Tax assets 112 13 99

Other amounts due from Group companies 1,020 1,144 (124)

Other amounts due 18 24 (6)

Tot al 1,150 1,181 (31)

Tax assets amounted to €112 million and essentially in-

clude the VAT tax asset of €100 million in respect of the

advance payment of the Group VAT for 2025, net of set-

tlements for the 4th Quarter of 2025 and the December

2025 monthly settlement of the companies participating

in the Enel VAT Group, and the tax asset of €8 million in

respect of the IRES reimbursement for 2011-2014 paid

to Enel SpA following an agreement procedure (MAP) be-

gun in 2021 and completed in 2022 with an agreement

between the Italian and Spanish tax authorities elimi-

nating the double taxation charged to the multinational

group following adjustments made to transfer prices ap-

plied in transactions between Enel SpA and its Spanish

subsidiaries in 2011, 2012, 2013 and 2014.

Other amounts due from Group companies essentially re-

gard receivables for the interim dividend approved by the

subsidiaries Enel Iberia SRLU (€350 million), Enel Italia SpA

(€300 million), Enel Américas SA (€70 million) and Enel Chile

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 97

SA (€26 million), receivables in respect of the Group compa-

nies participating in the IRES consolidated taxation mecha-

nism (€229 million), as well as VAT assets in respect of compa-

nies participating in the Group VAT mechanism (€15 million).

Other amounts due amounted to €18 million, a decrease

of €6 million on 2024.

21. Cash and cash equivalents – €54 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Bank and post office deposits 54 2,121 (2,067)

Tot al 54 2,121 (2,067)

Cash and cash equivalents amounted to €54 million, down

by €2,067 million compared to December 31, 2024, mainly

reflecting the implementation of the share buyback pro-

gram aimed at providing shareholders a remuneration in

addition to the distribution of dividends with a total outlay

of €1,005 million, including transaction costs, and the de-

crease in dividends received from subsidiaries, associates

and other companies compared to the previous year.

Cash flows from operating activities in 2025 were a posi-

tive €3,814 million (€5,690 million at December 31, 2024),

a decrease of €1,876 million mainly attributable to the

decrease in dividends received from subsidiaries in the

amount of €1,930 million.

During the year, investing activities absorbed cash flows of

€1,795 million, mainly reflecting capital contributions to the

subsidiaries Enel Green Power SpA (€1,193 million), Enel X

Srl (€500 million) and Enel Global Services Srl (€70 million).

Financing activities absorbed cash flows of €4,086 mil-

lion, mainly reflecting the payment of dividends to share-

holders (€4,773 million), the implementation of the share

buyback program, aimed at providing shareholders with a

remuneration in addition to the distribution of dividends

as a result of the cancellation of treasury shares pur-

chased for that purpose, which resulted in a total outlay

of about €1,005 million at 31 December, including trans-

action costs, as well as the net increase in short-term and

long-term debt, mainly attributable to the short-term

net financial position towards Group companies (about

€3,066 million), the decrease in short-term credit lines to

Enel Finance International NV for €500 million, the repay-

ment of bank loans for €300 million and other loans for

a total of €229 million, and the payment of coupons to

holders of perpetual hybrid bonds (€266 million).

These payments were partially offset by the net increase

in perpetual hybrid bonds (€1,074 million), net of transac-

tion costs, and the use of a new credit line signed with Enel

Finance International NV in the amount of €5,000 million.

The cash requirements of financing and investing activi-

ties were funded by the cash flows generated by operat-

ing activities in the amount of €3,814 million, which deter-

mined cash and cash equivalent at the end of the year of

€54 million.

Liabilities and equity

22. Equity – €34,403 million

Equity amounted to €34,403 million, a decrease of €1,983

million from December 31, 2024.

The change is mainly attributable to:

• comprehensive income for the year of €3,096 million;

• the distribution of the balance of the dividend for

2024 in the amount of €0.255 per share (for a total

€2,593 million), as approved by the Shareholders’

Meeting on May 22, 2025, and the interim dividend

for 2025 approved by the Board of Directors on No-

vember 13, 2025 and paid as from January 21, 2026

(€0.23 per share for a total €2,338 million), net of the

treasury shares held in portfolio at the record date of

January 20, 2026;

• the net change in perpetual hybrid bonds in the amount

of €1,074 million;

• the payment of coupons to holders of perpetual hybrid

bonds for a total €266 million;

• the decrease in the retained earnings reserve following

the approval by the Company’s Board of Directors on

July 31, 2025, implementing the authorization granted

by the Shareholders’ Meeting of May 22, 2025 of the

launch of a share buyback program for a total outlay of

up to €1,000 million, aimed at providing shareholders

a remuneration in addition to the distribution of divi-

dends as a result of the cancellation of treasury shares

purchased for this purpose.

98 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Share capital – €10,167 million

At December 31, 2025, the fully subscribed and paid-up

share capital of Enel SpA totaled €10,166,679,946, repre-

sented by the same number of ordinary shares with no par

value. The share capital is unchanged compared with the

amount reported at December 31, 2024.

At December 31, 2025, based on the shareholders register

and the notices submitted to CONSOB and received by the

Company pursuant to Article 120 of Legislative Decree 58

of February 24, 1998, as well as other available information,

shareholders with interests of greater than 3% in the Com-

pany’s share capital were the Ministry for the Economy and

Finance (with a 23.585% stake) and BlackRock Inc. (with a

5.023% stake held for asset management purposes).

Negative treasury share reserve – €(1,077)

million

On July 31, 2025, the Board of Directors of Enel SpA, im-

plementing the authorization granted by the Shareholders’

Meeting held on May 22, 2025, approved the launch of a share

buyback program for a total outlay of up to €1 billion and a

maximum number of shares in any case not exceeding 495

million, equal to approximately 4.87% of Enel’s share capital.

The program was aimed at providing shareholders with a

remuneration in addition to the distribution of dividends

as a result of the cancellation of treasury shares pur-

chased for this purpose. It extended from August 1 to De-

cember 16, 2025 with the purchase of 122,469,633 treas-

ury shares (equal to about 1.2046% of the share capital),

at the weighted average price of €8.1653 per share for a

total of €1,005 million, including transaction costs.

Moreover, a total of 994,428 shares were granted, follow-

ing achievement of performance targets, to the benefi-

ciaries of the 2021 and 2022 LTI Plans, for a total of €6

million. Taking into account the 12,079,670 shares already

held at December 31, 2024 (equal to €78 million) and the

purchases during the period, at December 31, 2025 Enel

held a total of 133,554,875 treasury shares, equal to ap-

proximately 1.3137% of the share capital.

In accordance with Article 2357-ter, paragraph 2, of the

Italian Civil Code, treasury shares do not participate in the

distribution of the dividend.

For more details, please see note 35 “Share-based

payments”.

Perpetual hybrid bonds – €8,219 million

Perpetual hybrid bonds increased by €1,074 million due to

two new issues in January 2025 in the amount of €1,974

million, net of transaction costs, partly offset by the re-

payment of a €900 million bond in February 2025.

In this regard, note that on January 7, 2025 Enel launched on

the European market the issue of a non-convertible sub-

ordinated perpetual hybrid bond for institutional investors,

denominated in euros, for a total amount of €2 billion.

The issuance is carried out in execution of the resolution

of the Company’s Board of Directors of December 18,

2024, which authorized the issue, by December 31, 2025,

of one or more non-convertible subordinated perpetual

hybrid bonds for a total amount of €2 billion.

Other reserves – €12,810 million

Share premium reserve – €7,496 million

The share premium reserve was unchanged compared

with the previous year.

Legal reserve – €2,034 million

The legal reserve, equal to 20.0% of the share capital, is

unchanged compared with the previous year.

Reserve pursuant to Law 292/1993 – €2,215 million

The reserve shows the remaining portion of the adjustments

carried out when Enel was transformed from a public entity

to a joint-stock company. In the case of a distribution of this

reserve, the tax treatment for capital reserves as defined by

Article 47 of the Consolidated Income Tax Code shall apply.

Other reserves – €1,207 million

This item includes the unavailable reserve established for

the purchase of treasury shares, in the amount of €1,077

million, as well as €30 million in respect of the reserve es-

tablished following the resolution of the Board of Directors

implementing the authorization granted by the Sharehold-

ers’ Meeting of May 22, 2025 regarding the launch of a share

buyback program to service the 2025 Long-Term Incentive

Plan aimed at the management of Enel and/or its subsidi-

aries pursuant to Article 2359 of the Italian Civil Code, also

approved by the Shareholders’ Meeting of May 22, 2025. The

program extends from January 12 to no later than February

27, 2026, and provides for the purchase of 3.2 million shares,

equivalent to approximately 0.0315% of Enel’s share capital.

Other reserves also include €19 million related to the re-

serve for capital grants, which reflects 50% of the grants

received from Italian public entities and EU bodies in ap-

plication of related laws for new works (pursuant to Article

55 of Presidential Decree 917/1986), which is recognized in

equity in order to take advantage of tax deferment benefits.

The item also includes the reserves established to rec-

ognize the value of the equity component granted to the

management of the Company and the subsidiaries as

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 99

part of the 2019-2025 Long-Term Incentive Plans in the

amount of €32 million, the stock option reserve of €29

million and other reserves of €20 million.

Hedging reserve – €(113) million

At December 31, 2025, the item includes the hedging re-

serve, a negative €110 million (net of the positive tax effect

of €35 million), and the hedging costs reserve, a negative

€3 million (net of tax effect of €1 million).

Reserve from measurement of financial assets at

FVOCI – €2 million

At December 31, 2025, the valuation reserve for financial

assets at FVOCI came to €2 million, reflecting the fair vale

measurement of Empresa Propietaria de la Red SA for €1

million.

Actuarial reserve – €(31) million

At December 31, 2025, the actuarial reserve amounted to

€31 million (net of the positive tax effect of €7 million). The

reserve includes actuarial gains and losses recognized

directly in equity, as the corridor approach is no longer

permitted under the new version of “IAS 19 - Employee

Benefits”.

The table below provides a breakdown of changes in the

hedging and actuarial reserves in 2024 and 2025.

Millions of euro

Gross gains/

(losses)

recognized in

equity during

the year

Gross

released

to profit or

loss Taxes Other changes

Gross gains/

(losses)

recognized in

equity during

the year

Gross

released

to profit or

loss Taxes Other changes

at Jan. 1, 2024 at Dec. 31, 2024 at Dec. 31, 2025

Hedging reserve (80) 2 (72) 22 (21) (149) (15) 79 (12) (13) (110)

Hedging costs reserve (3) 7 (2) - - 2 (7) 2 - - (3)

Reserve from measurement of

financial assets at FVOCI

3 1 -- - 4 (2) -- - 2

Actuarial reserve (27) 2 - - - (25) (8) - 2 - (31)

Gains/(Losses) recognized

directly in equity

(107) 12 (74) 22 (21) (168) (32) 81 (10) (13) (142)

Retained earnings – €3,554 million

For 2025 the item decreased by €3,441 million mainly due to:

• the resolution of the Shareholders’ Meeting of May 22,

2025, which established the distribution to sharehold-

ers of an amount equal to €2,430 million, as the balance

of the dividend; the coverage of coupons paid in 2024

to the holders of the subordinated perpetual hybrid

non-convertible bonds totaling €246 million and the al-

location to this reserve of the remaining portion of the

profit for the year for a total of €6 million, including the

portion of the balance of the dividend not distributed

in respect of the treasury shares held in portfolio at the

record date of July 22, 2025;

• the payment of coupons in the total amount of €266

million to the holders of perpetual hybrid bonds;

• the partial release of the unavailable reserve following

the award of treasury shares to the beneficiaries of the

Long-Term Incentive Plans for 2021 and 2022, for a total

€6 million;

• the share buyback program approved by the Compa-

ny’s Board of Directors on July 31, 2025, implementing

the authorization granted by the Shareholders’ Meeting

of May 22, 2025, for a total outlay of up to €1,000 mil-

lion, aimed at providing shareholders a remuneration in

addition to the distribution of dividends as a result of

the cancellation of treasury shares purchased for this

purpose;

• the share buyback program to serve the 2025 Long-

Term Incentive Plan aimed at the management of

Enel and/or its subsidiaries pursuant to Article 2359

of the Italian Civil Code, following the resolution of

the Board of Directors implementing the authoriza-

tion granted by the Shareholders’ Meeting of May

22, 2025. The program extends from January 12 to

no later than February 27, 2026 and provides for the

purchase of 3.2 million shares, equivalent to approxi-

mately 0.0315% of Enel’s share capital, for a potential

outlay of €30 million;

• waived collection of the 2025 interim dividend on treas-

ury shares held at the record date of January 20, 2026 in

the amount of €31 million.

Profit for the year – €730 million

Profit for 2025, net of the interim dividend for 2025 of €0.23

per share (a total €2,338 million), came to €730 million.

The table below shows the availability of reserves for dis-

tribution.

100 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Millions of euro at Dec. 31, 2025 Possible uses Amount available

Share capital 10,167

Capital reserves:

- share premium reserve 7,496 ABC 7,496

- equity instruments - perpetual hybrid bonds 8,219 64

Income reserves:

- legal reserve 2,034 B

- negative treasury share reserve (1,077)

- reserve pursuant to Law 292/1993 2,215 ABC 2,215

- hedging reserve (113)

- reserve from measurement of financial assets at FVOCI 2

- reserve for capital grants 19 ABC 19

- stock option reserve 29 ABC 29

(1) (2)

- actuarial reserve (31)

- reserve for share-based payments (LTI) 32

- other 1,127 ABC 20

Retained earnings/(loss carried forward) 3,554 ABC 3,554

Tot al 33,673 13,397

of which amount available for distribution 13,394

A: for capital increases.

B: to cover losses.

C: for distribution to shareholders.

(1) Regards lapsed options.

(2) Not distributable in the amount of €3 million regarding options granted by the Parent to employees of subsidiaries that have lapsed.

There are no restrictions on the distribution of the re-

serves pursuant to Article 2426, paragraph 1(5), of the

Italian Civil Code since there are no unamortized start-up

and expansion costs or research and development ex-

penditure, or departures pursuant to Article 2423, para-

graph 4, of the Italian Civil Code.

It should be noted that, in the three previous years, the

available reserve denominated “Retained earnings” has

been used in the amount of €3,955 million for the distri-

bution of dividends to shareholders.

22.1 Dividends

The table below shows the dividends paid by the Compa-

ny in 2024 and 2025.

Amount distributed

(millions of euro)

Dividend per share

(euro)

Dividends distributed in 2024

Dividends for 2023 4,367 0.43

Interim dividend for 2024

(1)

Special dividends --

Total dividends distributed in 2024 4,367 0.43

Dividends distributed in 2025

Dividends for 2024 4,773 0.47

Interim dividend for 2025

(2)

Special dividends --

Total dividends distributed in 2025 4,773 0.47

(1) Approved by the Board of Directors on November 6, 2024 and paid as from January 22, 2025 (interim dividend per share of €0.215 for a total of €2,186

million).

(2) Approved by the Board of Directors on November 13, 2025 and paid as from January 21, 2026 (interim dividend per share of €0.23 for a total of €2,338

million).

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 101

Dividends distributed are shown net of the amounts at-

tributable to treasury shares held at the respective re-

cord dates. The Company waived collection of dividends

on these shares, which were recognized under retained

earnings.

The dividend for 2025, equal to €0.49 per share, amount-

ing to a total €4,982 million (of which €0.23 per share for

a total €2,338 million already paid as an interim dividend),

will be proposed to the Shareholders’ Meeting of May 12,

2026 at a single call.

These separate financial statements do not reflect the ef-

fects of the distribution of this dividend for 2025 to share-

holders, with the exception of liabilities due to sharehold-

ers for the 2025 interim dividend approved by the Board of

Directors on November 13, 2025 in the maximum potential

amount of €2,338 million, and paid as from January 21, 2026

net of the amount pertaining to the 133,601,075 treasury

shares held as at the record date of January 20, 2026.

During the year, the Company also paid coupons total-

ing €266 million to the holders of perpetual hybrid bonds

(€246 million in 2024).

22.2 Capital management

The Company’s objectives for managing capital comprise

safeguarding the business as a going concern, creating

value for stakeholders and supporting the development

of the Group. In particular, the Company seeks to main-

tain an adequate capitalization that enables it to achieve

a satisfactory return for shareholders and ensure access

to external sources of financing, in part by maintaining an

adequate rating.

In this context, the Company manages its capital structure

and adjusts that structure when changes in economic

conditions so require. There were no substantive changes

in objectives, policies or processes in 2025.

To this end, the Company constantly monitors develop-

ments in the level of its debt in relation to equity. The sit-

uation at December 31, 2025 and 2024 is summarized in

the following table.

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Non-current financial debt (19,079) (17,345) (1,734)

Net current financial debt (3,446) (2,229) (1,217)

Non-current financial assets and long-term securities 3 3 -

Net financial debt (22,522) (19,571) (2,951)

Equity 34,403 36,386 (1,983)

Debt/equity ratio (0.65) (0.54) (0.11)

23. Borrowings – € 19,079 million, €3,231 million, €4,102 million

Millions of euro

Non-current Current

at Dec. 31, 2025 at Dec. 31, 2024 at Dec. 31, 2025 at Dec. 31, 2024

Long-term borrowings 19,079 17,345 3,231 567

Short-term borrowings - - 4,102 6,410

For more details about the nature, recognition and classification of borrowings, please see note 31 “Financial

instruments”.

24. Employee benefits – €124 million

The Company provides its employees with a variety of

benefits, including deferred compensation benefits, ad-

ditional months’ pay, indemnities in lieu of notice, loyalty

bonuses, supplementary pension plans, supplementary

healthcare plans, additional indemnity for FOPEN pen-

sion contributions, FOPEN pension contributions in ex-

cess of deductible amount and personnel incentive plans.

The item includes accruals made to cover post-employ-

ment benefits under defined-benefit plans and other

long-term benefits to which employees are entitled by

law, by contract, or under other forms of employee incen-

tive schemes.

These obligations, in accordance with IAS 19, were deter-

mined using the projected unit credit method.

102 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The following table reports the change during the year in

the defined-benefit obligation, as well as a reconciliation

of the defined-benefit obligation with the obligation rec-

ognized at December 31, 2025 and at December 31, 2024.

Millions of euro

2025 2024

Pension

benefits

Health

insurance

Other

benefits Total

Pension

benefits

Health

insurance

Other

benefits Total

CHANGES IN ACTUARIAL

OBLIGATION

Actuarial obligation at January 1 79 28 5 112 88 28 5 121

Current service cost - 1 17 18 -112

Interest expense 2 1 - 3 31-4

Actuarial losses/(gains) arising

from changes in demographic

assumptions

61-7 ----

Actuarial (gains)/losses arising from

changes in financial assumptions

- (1) - (1) - (1) - (1)

Experience adjustments 1 - - 1 1 (2) - (1)

Past service cost - - - - ----

Payments for extinctions - - - - ----

Other payments (14) (1) (2) (17) (15) (2) (1) (18)

Other changes 1 - - 1 23-5

Actuarial obligation at December 31 75 29 20 124 79 28 5 112

Millions of euro 2025 2024

(Gains)/Losses taken to profit or loss

Service cost 18 2

Interest expense 34

Tot al 21 6

Millions of euro 2025 2024

Remeasurement (gains)/losses in OCI

Actuarial (gains)/losses on defined-benefit plans 7 (2)

Tot al 7 (2)

The current service cost for employee benefits in 2025

came to €21 million (€6 million in 2024).

The main actuarial assumptions used to calculate the lia-

bilities arising from employee benefits, which are consist-

ent with those used the previous year, are set out below.

2025 2024

Discount rate 2.80%-3.37% 2.75%-3.20%

Rate of wage increases 2.00%-4.00% 2.00%-4.00%

Rate of increase in healthcare costs 3.00% 3.00%

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 103

The following table reports the outcome of a sensitivity

analysis that demonstrates the effects on the liability for

healthcare plans as a result of changes reasonably pos-

sible at the end of the year in the actuarial assumptions

used in estimating the obligation.

Millions of euro

An increase

of 0.5% in

discount rate

A decrease

of 0.5% in

discount rate

An increase

of 0.5% in

inflation rate

An increase

of 0.5% in

remuneration

An increase of

0.5% in pensions

currently being

paid

An increase

of 1% in

healthcare

costs

An increase of 1 year

in life expectancy

of active and retired

employees

Healthcare plans:

ASEM

(1) 2 1 3 30

25. Provisions for risks and charges – €29 million

Provisions for risks and charges cover probable potential

liabilities that could arise from legal proceedings and other

disputes, without considering the effects of rulings that are

expected to be in the Company’s favor and those for which

any charge cannot be quantified with reasonable certainty.

In determining the balance of the provision, we have taken

account of both the charges that are expected to result

from court rulings and other dispute settlements for the

year and an update of the estimates for positions arising

in previous years.

The following table shows changes in provisions for risks

and charges.

Millions of euro

Taken to profit or loss

Accruals Reversals Utilization Tot al

at Dec. 31, 2024 at Dec. 31, 2025

of which

current portion

Provision for litigation and other risks and

charges:

- litigation 2 4 (2) - 4 4

- other 3 1 - - 4 1

Total 5 5 (2) - 8 5

Provision for early retirement incentives 24 11 - (14) 21 5

TOTAL PROVISIONS FOR RISKS AND CHARGES 29 16 (2) (14) 29 10

The €2 million increase in the provision for litigation reflects

the reversal to profit or loss of provisions for outstanding

disputes. The provision mainly refers to labor disputes.

The provision for early retirement incentives adopted by

the Company decreased by €3 million.

26. Other non-current liabilities – €17 million

Other non-current liabilities came to €17 million (€17 mil-

lion at December 31, 2024) and regard, in the amount of

€8 million, the debt towards Group companies that initial-

ly arose following Enel SpA’s application (in its capacity as

the consolidating company) for reimbursement for 2004-

2011 of the additional income taxes paid as a result of not

deducting part of IRAP in computing taxable income for

IRES purposes. The liability in respect of the subsidiaries

is balanced by the recognition of non-current tax assets

(note 16).

The item also includes the liability to employees (€5 mil-

lion) for early retirement incentive plans adopted by the

Company (unchanged from December 31, 2024) and the

non-current portion of deferred income in respect of

up-front fees made at the time of the establishment of a

number of hedging derivative positions in the amount of

€3 million (€4 million at December 31, 2024), in previous

years, which are released to profit or loss on the basis of

the amortization plan for the entire duration of the deriv-

ative itself.

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 105

Deferred financial liabilities mainly consist of interest ex-

pense accrued on financial debt, while the other items es-

sentially include amounts due to banks and Group compa-

nies that accrued as of December 31, 2025, but are to be

settled in the following year, comprising financial expense

on hedge derivatives on commodity exchange rates en-

tered into on behalf of Group companies. The increase in

“Other items” compared to the previous year, amounting

to €11 million, is essentially attributable to the recalcula-

tion of the withholding tax applied by Enel Green Power

Mexico, pertaining to the 2020-2025 financial years con-

cerning the intercompany current account.

29. Net financial position and long-term financial assets and securities – €22,522 million

The following table shows the net financial position on the basis of the items on the statement of financial position.

Millions of euro Notes at Dec. 31, 2025 at Dec. 31, 2024 Change

Long-term borrowings 23 19,079 17,345 1,734

Short-term borrowings 23 4,102 6,410 (2,308)

Current portion of long-term borrowings 23 3,231 567 2,664

Other non-current financial assets included in debt 15.1 3 3 -

Other current financial assets included in debt 19.1 3,833 2,627 1,206

Cash and cash equivalents 21 54 2,121 (2,067)

Tot al 22,522 19,571 2,951

The net financial debt at December 31, 2025 and Decem-

ber 31, 2024 is reported below in accordance with Guide-

line 39, issued on March 4, 2021 by ESMA, applicable as

from May 5, 2021, and with warning notice 5/2021 issued

by CONSOB on April 29, 2021, which replaced references

to the CESR Recommendations and those in Communi-

cation DEM/6064293 of July 28, 2006 regarding the net

financial position.

106 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

of which with

related parties

of which with

related parties

Liquidity

Bank and post office deposits 54 2,121 (2,067)

Liquid assets 54 2,121 (2,067)

Cash equivalents - - -

Short-term loan assets 3,833 2,627 1,206

Other current financial assets 3,833 3,413 2,627 2,161 1,206

Liquidity 3,887 4,748 (861)

Current financial debt

Current bank debt (53) - (53)

Other short-term borrowings (4,049) (3,992) (6,410) (6,306) 2,361

Current financial debt (including debt instruments) (4,102) (6,410) 2,308

Current portion of long-term bank borrowings (3,231) (567) (2,664)

Non-current financial debt (current portion) (3,231) (567) (2,664)

Current financial debt (7,333) (6,977) (356)

Net current financial debt (3,446) (2,229) (1,217)

Non-current financial debt

Long-term bank borrowings - (1,000) 1,000

Non-bank financing (leases) (2) (2) -

Other long-term borrowings (17,009) (14,142) (2,867)

Non-current financial debt (excluding current portion

and debt instruments)

(17,011) (15,144) (1,867)

Bonds (2,068) (2,201) 133

Trade payables and other non-interest-bearing

non-current liabilities with a significant financing

component

---

Non-current financial debt (19,079) (17,345) (1,734)

Net financial debt as per CONSOB instructions (22,525) (19,574) (2,951)

Long-term loan assets 3 - 3 -

NET FINANCIAL DEBT (22,522) (19,571) (2,951)

This statement of the net financial position does not in-

clude financial assets and liabilities in respect of deriva-

tives, since derivative contracts, even if not designated as

hedges for hedge accounting purposes, are in any case

entered into by the Company for hedging purposes.

At December 31, 2025 those financial assets and liabili-

ties are reported separately in the statement of financial

position under the following items: “Non-current financial

derivative assets” in the amount of €132 million (€179 mil-

lion at December 31, 2024), “Current financial derivative as-

sets” in the amount of €27 million (€107 million at Decem-

ber 31, 2024), “Non-current financial derivative liabilities”

in the amount of €510 million (€581 million at December

31, 2024), and “Current financial derivative liabilities” in the

amount of €45 million (€102 million at December 31, 2024).

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 107

30. Other current liabilities – €3,236 million

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Tax liabilities 215 730 (515)

Amounts due to Group companies 631 550 81

Amounts due to employees, recreational/assistance associations 25 22 3

Amounts due to social security institutions 13 12 1

Amounts due to customers for security deposits and reimbursements 1 1 -

Other 2,351 2,193 158

Tot al 3,236 3,508 (272)

Tax liabilities, amounting to €215 million, include IRES tax

payables of the companies participating in the nation-

al tax consolidation in the amount of €208 million (€562

million at December 31, 2024) and payables for employee

withholding taxes in the amount of €5 million.

Amounts due to Group companies amounted to €631

million. They mainly consist of €492 million in payables in

respect of the IRES liability under the consolidated taxa-

tion mechanism (€405 million at December 31, 2024) and

€138 million in respect of Group VAT (€144 million at De-

cember 31, 2024).

The item “Other”, equal to €2,351 million, mainly includes

the liability for dividends to be paid to shareholders, in the

amount of €2,308 million, represented by the liability for

the interim dividend for 2025, net of the portion for treas-

ury shares held at the record date of January 20, 2026.

31. Financial instruments

31.1 Financial assets by category

The table below shows the carrying amount for each cat-

egory of financial assets provided by IFRS 9, broken down

into current and non-current financial assets, showing

separately hedging derivatives and derivatives measured

at fair value through profit or loss.

Millions of euro

Non-current Current

Notes at Dec. 31, 2025 at Dec. 31, 2024 at Dec. 31, 2025 at Dec. 31, 2024

Financial assets measured at amortized cost 31.1.1 334,8185,587

Financial assets at FVOCI

Equity investments in other companies 31.1.2 8 9 - -

Total financial assets at FVOCI 8 9 - -

Financial assets at FVTPL

Derivative financial assets at FVTPL 33 87 128 26 69

Total financial assets at FVTPL 87 128 26 69

Derivative financial assets designated as hedging

instruments

Cash flow hedge derivatives 33 45 51 1 39

Total derivative financial assets designated as hedging

instruments

45 51 1 39

TOTAL 143 191 4,845 5,695

For more details on the recognition and classification

of current and non-current derivative financial assets,

please see note 33 “Derivatives and hedge accounting”.

For more information on fair vale measurement, please

see note 31.1.2 “Financial assets at fair value through oth-

er comprehensive income (FVOCI)”.

108 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

31.1.1 Financial assets measured at amortized cost

The table below shows financial assets measured at amortized cost by nature, broken down into current and non-current

financial assets.

Millions of euro

Non-current Current

Notes

at Dec. 31,

2025

at Dec. 31,

2024 Notes

at Dec. 31,

2025

at Dec. 31,

2024

Cash and cash equivalents - - 21 54 2,121

Trade receivables - - 17 174 197

Loan assets from Group companies

Loan assets on intercompany current account - - 19.1 3,413 2,161

Other financial assets - - 7 2

Total financial assets from Group companies - - 3,420 2,163

Loan assets from others

Cash collateral for margin agreements on OTC

derivatives

--19.1417461

Other financial assets 15.1 3 3 6 12

Total financial assets from others 3 3 423 473

Other financial assets - - 747 633

TOTAL 33 4,8185,587

The main changes compared with 2024 regarded:

• a decrease of €2,067 million in cash and cash equiva-

lents, mainly reflecting the effects of the share buyback

program, which resulted in a total outlay of €1,005 mil-

lion including transaction costs at December 31, as well

as the decrease in dividends received from subsidiaries,

associates and other companies, compared with 2024;

• an increase of €1,257 million in loans assets from

Group companies, reflecting the increase in loan as-

sets on the intercompany current account held with

Group companies (€1,252 million) and in other finan-

cial assets (€5 million) from Enel Italia SpA and Enel

Global Trading SpA;

• a decrease of €44 million in cash collateral paid to

counterparties in derivatives transactions;

• an increase of €114 million in other financial assets, re-

flecting an increase in dividends approved by subsidiar-

ies at December 31, 2025 and still outstanding.

Impairment losses on financial assets at amortized cost

Financial assets measured at amortized cost at December

31, 2025 amounted to €4,821 million and are recognized

net of allowances for expected credit losses, which to-

taled €15 million (€28 million at December 31, 2024).

The Company mainly has the following types of financial

assets measured at amortized cost subject to impairment

testing:

• cash and cash equivalents;

• trade receivables;

• loan assets;

• other financial assets.

While cash and cash equivalents are also subject to the

impairment requirements of IFRS 9, the identified impair-

ment loss was immaterial.

The expected credit loss (ECL) – determined considering

probability of default (PD), loss given default (LGD), and expo-

sure at default (EAD) – is the difference between all contrac-

tual cash flows that are due in accordance with the contract

and all cash flows that are expected to be received (i.e. all

shortfalls) discounted at the original effective interest rate.

For calculating ECL, the Group applies two different ap-

proaches:

• the general approach, for financial assets other than trade

receivables, contract assets and lease receivables. This

approach, based on an assessment of any significant in-

crease in credit risk since initial recognition, is performed

comparing PD at origination with PD at the reporting date.

Then, based on the results of the assessment, a loss al-

lowance is recognized based on 12-month ECL or life-

time ECL (i.e. staging). In particular, the fund is based on

the calculation of:

• 12-month ECL, for financial assets for which there has

not been a significant increase in credit risk since in-

itial recognition;

• lifetime ECL, for financial assets for which there has

been a significant increase in credit risk or which are

credit impaired (i.e. defaulted based on past due in-

formation);

• the simplified approach, for trade receivables, contract

assets and lease receivables with or without a signifi-

cant financing component, based on lifetime ECL with-

out tracking changes in credit risk.

Report

on Operations

Corporate

governance

Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 109

Depending on the nature of the financial assets and the

credit risk information available, the assessment of a sig-

nificant increase in credit risk may be performed on:

• an individual basis, if the receivables are individually sig-

nificant and for all receivables which have been individ-

ually identified for impairment based on reasonable and

supportable information;

• a collective basis, if no reasonable and supportable infor-

mation is available without undue cost or effort to measure

expected credit losses on an individual instrument basis.

When there is no reasonable expectation of recover-

ing a financial asset in its entirety or a portion thereof,

the gross carrying amount of the financial asset shall

be reduced.

A write-off represents a derecognition event (e.g. the

right to cash flows is legally or contractually extinguished,

transferred or expired).

The following table shows the expected losses for each

class of financial assets measured at amortized cost.

Millions of euro

at Dec. 31, 2025 at Dec. 31, 2024

Gross

carrying

amount

Expected

credit loss

allowance Total

Gross

carrying

amount

Expected

credit loss

allowance Total

Cash and cash equivalents 54 - 54 2,121 - 2,121

Trade receivables 183 9 174 220 23 197

Loan assets from Group companies 3,420 - 3,420 2,163 - 2,163

Loan assets from others 431 5 426 481 5 476

Other receivables 748 1 747 633 - 633

Total 4,836 15 4,821 5,618 28 5,590

To measure expected losses, the Company assesses trade

receivables and contract assets with the simplified ap-

proach, both on an individual basis and a collective basis.

In the case of individual assessments, PD is generally ob-

tained from external providers.

Otherwise, in the case of collective assessments, trade

receivables are grouped on the basis of their shared

credit risk characteristics and information on past due

positions, considering a specific definition of default.

The Company mainly defines a defaulted position as one

that is 180 days past due. Accordingly, beyond this time

limit, trade receivables are presumed to be credit im-

paired.

The following table shows changes in the allowance for

expected credit losses on financial assets and trade re-

ceivables.

Millions of euro

Expected credit loss allowance

Financial assets Trade receivables

Individual Collective Total Individual Collective Total

January 1, 2024 IFRS 9 5 - 5 - 21 21

Impairment losses - - - - 2 2

Utilization - - - - - -

Reversals - - - - - -

Total at Dec. 31, 2024 IFRS 9 5 - 5 - 23 23

Impairment losses - - - - - -

Utilization - - - - - -

Reversals - - - - (13) (13)

Total at Dec. 31, 2025 IFRS 9 5 - 5 - 10 10

31.1.2 Financial assets at fair value through other

comprehensive income (FVOCI)

This category mainly includes equity investments in unlist-

ed companies irrevocably designated as such at the time

of initial recognition.

Equity investments in other companies, equal to €8

million, are essentially represented by the equity invest-

ment held in the Panamanian Empresa Propietaria de la

Red SA.

The fair value of the equity investment was determined on

the basis of an independent appraisal using the income

approach with the discounted cash flow method.

110 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

31.1.3 Financial assets at fair value through profit

or loss (FVTPL)

This category exclusively includes current and non-cur-

rent derivatives used mainly to hedge the debt of the

Group companies. For more information, please see

note 33.2 “Derivatives at fair value through profit or

loss”.

31.2 Financial liabilities by category

The following table shows the carrying amount for each

category of financial liabilities provided by IFRS 9, broken

down into current and non-current financial liabilities,

showing separately hedging derivatives and derivatives

measured at fair value through profit or loss.

Millions of euro

Non-current Current

Notes

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Financial liabilities measured at amortized cost 31.2.1 19,079 17,345 9,811 9,302

Financial liabilities at fair value through profit or loss

Derivative financial liabilities at FVTPL 33 88 129 45 102

Tot al 88 129 45 102

Derivative financial liabilities designated as hedging instruments

Cash flow hedge derivatives 33 422 452 - -

Tot al 422 452 - -

TOTAL 19,589 17,926 9,856 9,404

For more details on the recognition and classification of

current and non-current derivative financial liabilities,

please see note 33 “Derivatives and hedge accounting”.

For more details on fair value measurement, please see

note 34 “Fair value measurement”.

31.2.1 Financial liabilities measured at amortized

cost

The following table shows financial liabilities at amortized

cost by nature, broken down into current and non-current

financial liabilities.

Millions of euro

Non-current Current

Notes at Dec. 31, 2025 at Dec. 31, 2024 Notes at Dec. 31, 2025 at Dec. 31, 2024

Long-term borrowings 23 19,079 17,345 23 3,231 567

Short-term borrowings - - 23 4,102 6,410

Trade payables - - 27 129 132

Other current financial liabilities - - 30 2,349 2,193

Total 19,079 17,345 9,811 9,302

Other current financial liabilities essentially include the li-

ability for the dividend to be paid to shareholders in the

amount of €2,308 million, represented by the liability for

the interim dividend for 2025 net of the portion on treas-

ury shares held at the record date of January 21, 2026.

Borrowings

Long-term borrowings (including the portion falling due

within 12 months) – €22,310 million

Long-term borrowings, which refer to bonds, bank bor-

rowings and loans from Group companies, denominated

in euros and other currencies, including the portion falling

due within 12 months (equal to €3,231 million), amounted

to €22,310 million at December 31, 2025.

The following table shows the nominal values, carrying

amounts and fair values of long-term borrowings at De-

cember 31, 2025, including the portion falling due with-

in 12 months, grouped by type of borrowing and type of

interest rate. For listed debt instruments, the fair value is

given by official prices. For unlisted debt instruments, fair

value is determined using valuation techniques appropri-

ate for each category of financial instrument and the as-

sociated market data for the reporting date, including the

credit spreads of the Group.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 111

Millions of euro

Nominal

value

Carrying

amount

Current

portion

Portion

due in

than 12

months Fair value

Nominal

value

Carrying

amount

Current

portion

Portion

due in

than 12

months Fair value

Carrying

amount

at Dec. 31, 2025 at Dec. 31, 2024 Change

Bonds:

- fixed rate 1,691 1,681 - 1,681 1,752 1,729 1,717 - 1,717 1,798 (36)

- floating rate 484 484 97 387 483 581 581 97 484 575 (97)

Total 2,175 2,165 97 2,068 2,235 2,310 2,298 97 2,201 2,373 (133)

Bank borrowings:

- floating rate 1,000 1,000 1,000 - 1,010 1,337 1,337 337 1,000 1,354 (337)

Total 1,000 1,000 1,000 - 1,010 1,337 1,337 337 1,000 1,354 (337)

Non-bank financing:

- under fixed-rate leases 3 3 1 2333123 -

Total 3312333123 -

Loans from Group

companies:

- fixed rate 11,727 11,727 87 11,640 10,635 11,813 11,813 86 11,727 10,517 (86)

- floating rate 7,415 7,415 2,046 5,369 7,664 2,461 2,461 46 2,415 2,485 4,954

Total 19,142 19,142 2,133 17,009 18,299 14,274 14,274 132 14,142 13,002 4,868

Total fixed-rate

borrowings

13,421 13,411 88 13,323 12,390 13,545 13,533 87 13,446 12,318 (122)

Total floating-rate

borrowings

8,899 8,899 3,143 5,756 9,157 4,379 4,379 480 3,899 4,414 4,520

TOTAL 22,320 22,310 3,231 19,079 21,547 17,924 17,912 567 17,345 16,732 4,398

For more details about the maturity analysis of borrow-

ings, please see note 32 “Risk management”, while for

more about fair value measurement inputs, please see

note 34 “Fair value measurement”.

The table below shows long-term borrowings by currency

and interest rate.

Long-term borrowings by currency and interest rate

Millions of euro

Carrying amount Nominal value

Current average

nominal interest

rate

Current effective

interest rate

at Dec. 31, 2024 at Dec. 31, 2025 at Dec. 31, 2025

Euro 16,871 21,642 21,643 2.3% 2.3%

US dollar 337 - -

Pound sterling 704 667 676 5.7% 5.9%

Other currencies - 1 1 0.0% 0.0%

Total non-euro currencies 1,041 668 677

TOTAL 17,912 22,310 22,320

112 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The table below reports changes in the nominal value of long-term debt.

6. Following a reorganization, in 2023 EKF was folded into the Export and Investment Fund of Denmark (EIFO).

Millions of euro

Nominal value Repayments New borrowings

Exchange

differences Nominal value

at Dec. 31, 2024 at Dec. 31, 2025

Bonds 2,310 (97) - (38) 2,175

Bank borrowings 1,337 (301) - (36) 1,000

Non-bank financing 3 (2) 2 - 3

Loans from Group companies 14,274 (132) 5,000 - 19,142

Total 17,924 (532) 5,002 (74) 22,320

Compared with December 31, 2024, the nominal value

of long-term debt increased by an overall €4,396 mil-

lion, mainly reflecting a new floating-rate loan, granted

by Enel Finance International NV in July 2025, for a total

of €5,000 million, partially offset by total repayments

of €532 million, including most notably the repayment

of a floating-rate loan denominated in US dollars for

€301 million in October 2025. Finally, the increase in

long-term debt also reflected exchange rate gains of

€74 million.

New borrowings

The following table shows the characteristics of new bor-

rowings issued in 2025.

Type of loan Issue date

Amount

(millions of euro) Currency Interest rate (%)

Type of interest

rate Maturity

Loans from Group companies

25.07.2025 2,500 EUR Euribor 6M + 1.35% Floating 25.07.2035

07.10.2025 1,500 EUR Euribor 6M + 1.35% Floating 25.07.2035

16.10.2025 1,000 EUR Euribor 6M + 1.35% Floating 25.07.2035

Total 5,000

Financing from Group companies was granted by Enel

Finance International NV and refers to three instalments

attributable to a single loan agreement signed on July 25,

2025.

The main long-term borrowings of Enel SpA are governed

by covenants that are commonly adopted in internation-

al business practice. These borrowings are mainly repre-

sented by the bond issues carried out within the frame-

work of the Global/Euro Medium Term Notes program,

issues of subordinated unconvertible hybrid bonds, the

Revolving Facility Agreement obtained on March 5, 2021

by Enel SpA and Enel Finance International NV from a pool

of banks (and amended on May 11, 2022 and on March 6,

2024) of up to €13.5 billion (the “Revolving Facility Agree-

ment”), the Sustainability-Linked Loan Facility Agreement

obtained by Enel SpA on October 15, 2020 from a pool of

banks in the amount of up to €1 billion, the loans granted

to Enel SpA by UniCredit SpA on November 8, 2023, the

Facility Agreement obtained on October 5, 2021 by Enel

SpA from Bank of America Europe Designated Activity

Company in the amount of $348,750,000 (equal to €300

million at the signing date), and the sustainability-linked

financing agreement signed on September 30, 2022 by

Enel Finance America LLC (EFA) as the borrower and Enel

SpA (as the guarantor) with EKF Denmark’s Export Cred-

it Agency (EKF)

and Citi for a total of up to $800 million

(“EKF facility”).

The main covenants relating to the bond issues made

under the Global/Euro Medium Term Notes program of

Enel SpA and Enel Finance International NV (including the

green bonds of Enel Finance International NV guaranteed

by Enel SpA, used to finance the Group’s so-called eligible

green projects) and those related to the bonds issued by

Enel Finance International NV on the US market, guaran-

teed by Enel SpA, can be summarized as follows:

• negative pledge clauses, under which the issuer and

the guarantor may not establish or maintain mortgages,

liens or other encumbrances on all or part of its assets

or revenue to secure certain financial liabilities, unless

the same encumbrances are extended equally or pro

rata to the bonds in question;

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 113

• pari passu clauses, under which the bonds and the as-

sociated security constitute a direct, unconditional and

unsecured obligation of the issuer and the guarantor,

are issued without preferential rights among them and

have at least the same seniority as other present and

future unsubordinated and unsecured bonds of the is-

suer and the guarantor;

• cross-default clauses, under which the occurrence of a

default event in respect of a specified financial liability

(above a threshold level) of the issuer, the guarantor or

significant subsidiaries constitutes a default in respect

of the liabilities in question, which may become imme-

diately repayable.

Since 2019, Enel Finance International NV has issued a

number of “sustainable” bonds on the European mar-

ket (as part of the Euro Medium Term Notes - EMTN

bond issue program) and on the American market, both

guaranteed by Enel SpA, linked to the achievement of a

number of the Sustainable Development Goals (SDGs)

of the United Nations that contain the same covenants

as other bonds of the same type. Moreover, Enel Fi-

nance America LLC holds a sustainability-linked bond

of the same type on the American market, guaranteed

by Enel SpA.

The main covenants covering the hybrid bonds of Enel

SpA, including the perpetual hybrid bonds that will only

be repaid in the event of the dissolution or liquidation of

the Company, can be summarized as follows:

• subordination clauses: each hybrid bond is subordinate

to all other bonds of the issuer and has the same sen-

iority as other hybrid financial instruments issued and

greater seniority than equity instruments;

• prohibition on mergers with other companies, the sale

or leasing of all or a substantial part of the company’s

assets to another company, unless the latter succeeds

in all obligations of the issuer.

The main covenants for the Revolving Facility Agreement

and other loan agreements signed by Enel SpA are sub-

stantially similar and can be summarized as follows:

• negative pledge clauses, under which the borrower and,

in some cases, significant subsidiaries may not establish

7. The EKF facility provides for a “reputational damage” clause, under which EKF can request the cancellation of the financial commitment undertaken

by it and the early repayment of the sums disbursed if it has suffered ascertained harm to its own reputation or that of the Danish State as a result of

substantial breach of certain regulations. It also provides for the commitment, also of the guarantor, to ensure compliance with certain environmental

and social regulations and standards.

mortgages, liens or other encumbrances on all or part

of their respective assets to secure certain financial li-

abilities, with the exception of expressly permitted en-

cumbrances;

• disposals clauses, under which the borrower and, in

some cases, the subsidiaries of Enel may not dispose

of their assets or a significant portion of their assets or

operations, with the exception of expressly permitted

disposals;

• pari passu clauses, under which the payment undertak-

ings of the borrower have the same seniority as its other

unsecured and unsubordinated payment obligations;

• change-of-control clauses, which are triggered in the

event (i) control of Enel is acquired by one or more

parties other than the Italian State or (ii) Enel or any

of its subsidiaries transfer a substantial portion of the

Group’s assets to parties outside the Group such that

the financial reliability of the Group is significant-

ly compromised. The occurrence of one of the two

circumstances may give rise to (a) the renegotiation

of the terms and conditions of the financing or (b)

compulsory early repayment of the financing by the

borrower;

• cross-default clauses, under which the occurrence of

a default event in respect of a specified financial lia-

bility (above a threshold level) of the borrower or sig-

nificant subsidiaries constitutes a default in respect of

the liabilities in question, which may become immedi-

ately repayable.

The borrowings considered specify events of default

typical of international business practice, such as, for ex-

ample, insolvency, bankruptcy proceedings or the entity

ceasing trading.

None of the covenants indicated above have been trig-

gered to date.

Lastly, it should be noted that Enel SpA issued certain

guarantees in the interest of a number of Group compa-

nies in relation to the commitments undertaken within the

context of the loan agreements. These guarantees and

the associated loan contracts include certain covenants

and events of default, some borne by Enel SpA as the

guarantor, typical of international business practice.

114 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Debt structure after hedging

The following table shows the effect of the hedges of currency risk on the gross long-term debt structure (including

portions maturing in the next 12 months).

Millions of euro

at Dec. 31, 2025 at Dec. 31, 2024

Initial debt structure

Hedged

debt

Debt

structure

after

hedging Initial debt structure

Hedged

debt

Debt

structure

after

hedging

Carrying

amount

Nominal

value %

Carrying

amount

Nominal

value %

Euro 21,642 21,643 97.0% 676 22,319 16,871 16,873 94.1% 1,051 17,924

US dollar - - 0.0% - - 337 337 1.9% (337) -

Pound sterling 667 676 3.0% (676) - 704 714 4.0% (714) -

Other currencies 1 1 0.0% - 1 - - 0.0% - -

Total 22,310 22,320 - 22,320 17,912 17,924 - 17,924

The following table shows the effect of the hedges of interest rate risk on the gross long-term debt outstanding at the

reporting date.

at Dec. 31, 2025 at Dec. 31, 2024

Before hedging After hedging Before hedging After hedging

Floating rate 39.9 36.3 24.0 17.0

Fixed rate 60.1 63.7 76.0 83.0

Total 100.0 100.0 100.0 100.0

Short-term borrowings – €4,102 million

The following table shows short-term borrowings at December 31, 2025, by type.

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Loans from third parties

Bank borrowings (ordinary current account) 53 - 53

Cash collateral for CSAs on OTC derivatives received 57 104 (47)

Tot al 110 104 6

Borrowings from Group counterparties

Short-term borrowings from Group companies (on intercompany current

account)

1,492 3,306 (1,814)

Other short-term borrowings from Group companies 2,500 3,000 (500)

Tot al 3,992 6,306 (2,314)

TOTAL 4,102 6,410 (2,308)

Note that the fair value of current borrowings equals

their carrying amount as the impact of discounting is not

significant.

31.2.2 Financial liabilities at fair value through

profit or loss (FVTPL)

This category includes solely current and non-current de-

rivative financial liabilities relating mainly to hedges of the

debt of Group companies. More information is given in

note 33.2 “Derivatives at fair value through profit or loss”.

31.2.3 Net gains/(losses)

The following table shows net gains and losses by catego-

ry of financial instruments, excluding derivatives.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 115

Millions of euro

Net gains/(losses)

of which: Impairment/

Restoration of impairment

at Dec. 31, 2025 at Dec. 31, 2024 at Dec. 31, 2025

Financial assets measured at amortized cost 302 517 -

Financial assets at FVOCI 1 - -

Financial liabilities measured at amortized cost (489) (915) -

For more details on net gains and losses on derivatives, please see note 7 “Net financial income/(expense) from

derivatives”.

32. Risk management

Financial risks

As part of its operations, the Company is exposed to a va-

riety of financial risks, notably interest rate risk, currency

risk, credit and counterparty risk and liquidity risk.

Enel SpA has adopted a system for governing financial

risks comprising internal committees, dedicated poli-

cies and operating limits. The goal is to appropriately

mitigate financial risks in order to prevent unexpected

variations in financial performance, without ruling out

the possibility of seizing any opportunities that may

arise.

Interest rate risk and currency risk

As part of its operations as an industrial holding company,

Enel SpA is exposed to different market risks, notably the

risk of changes in interest rates and exchange rates.

Interest rate risk and currency risk are primarily generated

by the presence of financial instruments.

The main financial liabilities held by the Company include

bonds, bank borrowings, other borrowings, derivatives,

cash collateral for derivatives transactions and trade pay-

ables. The main purpose of those financial instruments is

to finance the operations of the Company.

The main financial assets held by the Company include

loan assets, derivatives, cash deposits provided as col-

lateral for derivatives contracts, cash and cash equiva-

lents and short-term deposits, as well as trade receiv-

ables. For more details, please see note 31 “Financial

instruments”.

The source of exposure to interest rate risk and currency

risk did not change with respect to the previous year.

As the Parent, Enel SpA centralizes some treasury man-

agement functions and access to financial markets with

regard to financial derivatives contracts on interest rates

and exchange rates. As part of this activity, Enel SpA acts

as an intermediary for Group companies with the mar-

ket, taking positions that, while they can be substantial,

do not however represent an exposure to the above risks

for Enel SpA.

In 2025, the Group was positioned below the clearing

thresholds for all asset classes established under the EMIR

(Regulation (EU) 648/2012), maintaining its classification

as a non-financial counterparty not subject to clearing

obligations.

The volume of transactions in financial derivatives out-

standing at December 31, 2025 is reported below, with

specification of the notional amount of each class of

instrument.

The notional amount of a derivative contract is the amount

on which cash flows are exchanged. This amount can be

expressed as a value or a quantity (for example tons, con-

verted into euros by multiplying the notional amount by

the agreed price).

The notional amounts of derivatives reported here do not

represent amounts exchanged between the parties and

therefore are not a measure of the Company’s credit risk

exposure.

Interest rate

Interest rate risk is the risk that the fair value or future

cash flows of a financial instrument will fluctuate because

of changes in market interest rates.

Interest rate risk for the Company manifests itself as a

change in the flows associated with interest payments on

floating-rate financial liabilities, a change in financial terms

and conditions in negotiating new debt instruments or as

an adverse change in the value of financial assets/liabilities

measured at fair value, which are typically fixed-rate debt

instruments.

Interest rate risk is managed with the dual goals of reduc-

ing the amount of debt exposed to interest rate fluctua-

tions and containing the cost of funds, limiting the vola-

tility of results.

This is pursued through the strategic diversification of the

portfolio of financial liabilities by contract type, maturity

and interest rate, and modifying the risk profile of spe-

cific exposures using OTC derivatives, mainly interest rate

swaps.

116 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The notional amount of outstanding contracts is reported below.

Millions of euro

Notional amount

at Dec. 31, 2025 at Dec. 31, 2024

Interest rate derivatives

Interest rate swaps 5,750 6,726

Tot al 5,750 6,726

The term of such contracts does not exceed the maturity

of the underlying financial liability, so that any change in

the fair value and/or cash flows of such contracts is offset

by a corresponding change in the fair value and/or cash

flows of the underlying position.

Interest rate swaps normally provide for the periodic ex-

change of floating-rate interest flows for fixed-rate inter-

est flows, both of which are calculated on the basis of the

notional principal amount.

The notional amount of open interest rate swaps at the end

of the year was €5,750 million (€6,726 million at December

31, 2024), of which €990 million in respect of hedges of

the Company’s share of debt, and €4,761 million in respect

of hedges of the debt of Group companies with the mar-

ket, intermediated in the same notional amount with those

companies. The decrease in the overall notional amount is

mainly attributable to the following factors:

• €500 million against interest rate swaps that have come

to natural maturity;

• €475 million related to the effect of depreciation allow-

ances.

For more details on interest rate derivatives, please see

note 33 “Derivatives and hedge accounting”.

The amount of floating-rate debt that is not hedged

against interest rate risk is the main risk factor that could

impact the income statement (raising borrowing costs) in

the event of an increase in market interest rates.

At December 31, 2025, 40% of gross long-term financial

debt was floating rate (24% at December 31, 2024). Taking

account of hedges of interest rates considered effective

pursuant to IFRS 9, 64% of gross long-term financial debt

was hedged at December 31, 2025 (83% at December 31,

2024). Including derivatives treated as hedges for man-

agement purposes but ineligible for hedge accounting,

the ratio is essentially unchanged.

Interest rate risk sensitivity analysis

The Company analyses the sensitivity of its exposure by

estimating the effects of a change in interest rates on the

portfolio of financial instruments.

More specifically, sensitivity analysis measures the poten-

tial impact of market scenarios on equity, for the cash flow

hedge component, and on profit or loss, for the fair value

hedge component on the fair value of financial derivatives

and the portion of gross long-term debt not hedged us-

ing financial derivatives.

These scenarios are represented by parallel increases and

decreases in the yield curve as at the reporting date.

There were no changes in the methods and assumptions

used in the sensitivity analysis compared with the previ-

ous year.

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 117

With all other variables held constant, pre-tax profit would be affected as follows.

Millions of euro

at Dec. 31, 2025 at Dec. 31, 2024

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Basis points Increase Decrease Increase Decrease Increase Decrease Increase Decrease

Change in financial

expense on gross

long-term floating-

rate debt in foreign

currency

2520.3(20.3)--7.7(7.7)--

Change in the fair

value of derivatives

classified as non-

hedging instruments

252.8(2.8)--3.4(3.4)--

Change in the fair

value of derivatives

designated as

hedging instruments

Cash flow hedges 25 - - 3.6 (3.6) - - 5.9 (5.9)

Fair value hedges 25--------

Currency risk

Currency risk is the risk that the fair value or future cash

flows of a financial instrument will fluctuate because of

changes in exchange rates.

For Enel SpA, the main source of currency risk is the pres-

ence of monetary financial instruments denominated in a

currency other than the euro, mainly bonds denominated

in foreign currency.

The exposure to currency risk did not change with respect

to the previous year.

For more details, please see note 31 “Financial instruments”.

In order to minimize exposure to changes in exchange

rates, the Company normally uses a variety of OTC deriv-

atives such as currency forwards and cross currency in-

terest rate swaps. The term of such contracts does not

exceed the maturity of the underlying exposure.

Currency forwards are contracts in which the counterpar-

ties agree to exchange principal amounts denominated

in different currencies at a specified future date and ex-

change rate (the strike). Such contracts may call for the

actual exchange of the two principal amounts (deliverable

forwards) or payment of the difference between the strike

exchange rate and the prevailing exchange rate at maturi-

ty (non-deliverable forwards).

Cross currency interest rate swaps are used to transform

a long-term fixed- or floating-rate liability in foreign cur-

rency into an equivalent floating- or fixed-rate liability in

euros. In addition to having notional values denominated

in different currencies, these instruments differ from in-

terest rate swaps in that they provide both for the peri-

odic exchange of cash flows and the final exchange of

principal.

The following table reports the notional amount of trans-

actions outstanding at December 31, 2025 and Decem-

ber 31, 2024, broken down by type of hedged item.

Millions of euro

Notional amount

at Dec. 31, 2025 at Dec. 31, 2024

Foreign exchange derivatives

Currency forwards: 1,730 3,888

- hedging currency risk on commodities 1,263 2,912

- hedging future cash flows 394 856

- other currency forwards 73 120

Cross currency interest rate swaps 1,643 2,050

Tot al 3,373 5,938

118 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

More specifically, these include:

• currency forward contracts with a total notional amount

of €1,263 million, of which €632 million to hedge the

currency risk associated with purchases of energy com-

modities by Group companies, with matching transac-

tions with the market;

• currency forward contracts with a total notional amount

of €394 million, to hedge the currency risk associated

with other expected cash flows in currencies other than

the euro, of which €245 million in market transactions;

• currency forward contracts with a total notional amount

of €73 million, of which €36 million were concluded

with the market and related to hedging the exchange

rate risk arising from investment expenses (€32 million)

mainly related to the purchase of digital meters and

concentrators and, to a lesser extent, from operating

expenses denominated in foreign currencies;

• cross currency interest rate swaps with a notional amount

of €1,643 million to hedge the currency risk on the debt

of Enel SpA or other Group companies denominated in

currencies other than the euro.

For more details, please see note 33 “Derivatives and hedge

accounting”.

An analysis of the Group’s debt shows that 3.0% of gross

long-term debt is denominated in currencies other than

the euro.

Considering exchange rate hedges and the portion of

debt in foreign currency that is denominated in the pres-

entation currency or the functional currency of the Com-

pany, the debt is fully hedged using cross currency inter-

est rate swaps.

Currency risk sensitivity analysis

The Company analyzes the sensitivity of its exposure by

estimating the effects of a change in exchange rates on

the portfolio of financial instruments.

More specifically, sensitivity analysis measures the poten-

tial impact of market scenarios on equity, for the cash flow

hedge component, and on profit or loss, for the fair value

hedge component on the fair value of financial derivatives

and the portion of gross long-term debt not hedged us-

ing financial derivatives.

These scenarios are represented by the appreciation/de-

preciation of the euro against all of the foreign currencies

compared with the value observed as at the reporting date.

There were no changes in the methods and assumptions used

in the sensitivity analysis compared with the previous year.

With all other variables held constant, pre-tax profit would

be affected as follows.

Millions of euro

at Dec. 31, 2025 at Dec. 31, 2024

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Pre-tax impact

on profit or loss

Pre-tax impact

on equity

Exchange

rate

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Appreciation

of euro

Depreciation

of euro

Change in financial

expense on gross

long-term floating-

rate debt in foreign

currency after

hedging

10%--------

Change in the fair

value of derivatives

classified as non-

hedging instruments

10% 9 (11) - - 29.7 (36.2) - -

Change in the fair

value of derivatives

designated

as hedging

instruments

Cash flow hedges 10% - - (72.0) 88.0 - - (108.0) 132.0

Fair value hedges 10%--------

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 119

Credit and counterparty risk

Credit risk is represented by the possibility of a deterio-

ration in the creditworthiness of a counterparty in a fi-

nancial transaction that could have an adverse impact on

the creditor position. The Company is exposed to credit

risk from its financial activities, including transactions

in derivatives, deposits with banks and financial institu-

tions, foreign exchange transactions and other financial

instruments.

The Company’s management of financial credit risk is

based on the selection of counterparties from among

leading Italian and international financial institutions with

high credit standing considered solvent both by the market

and on the basis of internal assessments, diversifying the

exposure among them. Credit exposures and associated

credit risk are regularly monitored by the departments re-

sponsible for monitoring risks under the policies and pro-

cedures outlined in the governance rules for managing the

Group’s risks, which are also designed to ensure prompt

identification of possible mitigation actions to be taken.

Within this general framework, Enel SpA entered into

margin agreements with the leading financial institutions

with which it operates that call for the exchange of cash

collateral, which significantly mitigates the exposure to

credit risk.

Loan assets

Millions of euro

Staging

Basis for

recognizing

expected credit

loss allowance

Average loss rate

(PD*LGD)

Gross carrying

amount

Expected credit

loss allowance Carrying amount

at Dec. 31, 2025

Performing 12-month ECL 0.13% 3,852 5 3,847

Underperforming Lifetime ECL - - -

Non-performing ---

Tot al 3,852 5 3,847

Trade receivables and other financial assets: collective measurement

Millions of euro

at Dec. 31, 2025

Average loss rate

(PD*LGD)

Gross carrying

amount

Expected credit

loss allowance Carrying amount

Trade receivables

Trade receivables not past due 124 - 124

Trade receivables past due:

- 1-180 days 0.81% 12 - 12

- more than 180 days (credit impaired) 19.33% 47 9 38

Total trade receivables 183 9 174

Other receivables

Other financial assets not past due 748 - 748

Other financial assets past due - - -

Total other financial assets 748 - 748

TOTAL 931 9 922

Liquidity risk

Liquidity risk is the risk that the Company will encounter

difficulty in meeting obligations associated with financial

liabilities that are settled by delivering cash or another fi-

nancial asset.

The objectives of liquidity risk management policies are:

• ensuring an appropriate level of liquidity for the Com-

pany, minimizing the associated opportunity cost;

• maintaining a balanced debt structure in terms of the

maturity profile and funding sources.

In the short term, liquidity risk is mitigated by maintain-

ing an appropriate level of unconditionally available re-

sources, including cash and short-term deposits, avail-

able committed credit lines and a portfolio of highly

liquid assets.

In the long term, liquidity risk is mitigated by maintaining

Report

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Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 121

Offsetting financial assets

and financial liabilities

The following table reports the net financial assets and lia-

bilities. More specifically, it shows that there are no netting

arrangements for derivatives in the separate financial state-

ments since the Company does not plan to offset assets and

liabilities. As envisaged by current market regulations and to

guarantee transactions involving derivatives, Enel SpA has

entered into margin agreements with leading financial insti-

tutions that call for the exchange of cash collateral, broken

down as shown in the table.

Millions of euro

at Dec. 31, 2025

(a) (b) (c)=(a)-(b) (d) (e)=(c)-(d)

Correlated amounts not offset in

the financial statements

(d)(i),(d)(ii) (d)(iii)

Gross

amounts of

recognized

financial

assets/

(liabilities)

Gross amounts

of recognized

financial assets/

(liabilities) offset

in the statement

of financial

position

Net amounts of

financial assets/

(liabilities)

presented in

the statement

of financial

position

Financial

instruments

Net portion of

financial assets/

(liabilities)

guaranteed with

cash collateral

Net amount of

financial assets/

(liabilities)

FINANCIAL ASSETS

Derivative assets:

- on interest rate risk 48 48 (36) 12

- on currency risk 111 111 (60) 50

Total derivative assets 159 - 159 - (96) 62

TOTAL FINANCIAL ASSETS 159 - 159 - (96) 62

FINANCIAL LIABILITIES

Derivative liabilities:

- on interest rate risk (101) (101) 43 (58)

- on currency risk (454) (454) 413 (41)

Total derivative liabilities (555) - (555) - 457 (99)

TOTAL FINANCIAL LIABILITIES (555) - (555) - 457 (99)

NET FINANCIAL ASSETS/

(LIABILITIES)

(396) - (396) - 360 (36)

122 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

33. Derivatives and hedge accounting

The following tables report the notional amount and fair

value of derivative financial assets and liabilities by type of

hedge relationship and hedged risk, broken down into cur-

rent and non-current derivative financial assets and liabilities.

The notional amount of a derivative contract is the

amount on the basis of which cash flows are exchanged.

This amount can be expressed as a value or a quantity (for

example, tons converted into euros by multiplying the no-

tional amount by the agreed price). Amounts denominat-

ed in currencies other than the euro are translated at the

closing year exchange rates provided by the World Mar-

kets Refinitiv (WMR) Company.

Millions of euro Non-current Current

DERIVATIVE

ASSETS

Notional amount Fair value Notional amount Fair value

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024 Change

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024 Change

Derivatives

designated

as hedging

instruments

Cash flow hedges:

- on interest rate

risk

- 500 - 4 (4) 500 500 1 1 -

- on currency risk 630 665 45 47 (2) - 337 - 37 (37)

Total cash flow

hedges

630 1,165 45 51 (6) 500 837 1 38 (37)

Derivatives at

FVTPL:

- on interest rate

risk

2,337 2,618 46 82 (36) 43 - 1 - 1

- on currency risk 365 383 41 46 (5) 688 1,535 25 69 (44)

Total derivatives at

FVTPL

2,702 3,001 87 128 (41) 731 1,535 26 69 (43)

TOTAL DERIVATIVE

ASSETS

3,332 4,166 132 179 (47) 1,231 2,372 27 107 (80)

Millions of euro Non-current Current

DERIVATIVE

LIABILITIES

Notional amount Fair value Notional amount Fair value

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024 Change

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024 Change

Derivatives

designated

as hedging

instruments

Cash flow hedges:

- on interest rate

risk

3903903345(12)-----

- on currency risk 733 771 389 407 (18) - - - - -

Total cash flow

hedges

1,1231,161422452(30)-----

Derivatives at

FVTPL:

- on interest rate

risk

2,337 2,618 46 82 (36) 143 100 21 29 (8)

- on currency risk 365 383 42 47 (5) 592 1,863 24 73 (49)

Total derivatives at

FVTPL

2,702 3,001 88 129 (41) 735 1,963 45 102 (57)

TOTAL DERIVATIVE

LIABILITIES

3,825 4,162 510 581 (71) 735 1,963 45 102 (57)

Report

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Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 123

33.1 Hedge accounting

Derivatives are initially recognized at fair value on the

trade date of the contract and are subsequently re-meas-

ured at their fair value. The method of recognizing the re-

sulting gain or loss depends on whether the derivative is

designated as a hedging instrument, and if so, the nature

of the item being hedged.

Hedge accounting is applied to derivatives entered into in

order to reduce risks such as interest rate risk, currency

risk and commodity price risk (including Virtual PPAs) and

when all the criteria provided by IFRS 9 are met.

At the inception of the transaction, the Company docu-

ments the hedge relationship specifying the hedging in-

struments, the hedged items, as well as its risk manage-

ment objectives and strategy. In addition, the Company

regularly assesses and documents the effectiveness of

the hedge, ensuring that, at the date of designation and

on an ongoing basis thereafter, the hedging instruments

are highly effective in offsetting changes in the fair value

and cash flows of the hedged items.

For cash flow hedges of forecast transactions designated

as hedged items, the Company assesses and documents

that they are highly probable and present an exposure to

changes in cash flows that affect profit or loss.

Depending on the nature of the risk exposure, the Com-

pany designates derivatives as either:

• fair value hedges; or

• cash flow hedges.

For more details about the nature and the extent of risks

arising from financial instruments to which the Company

is exposed, please refer to note 32 “Risk management”.

To be effective a hedge relationship shall meet all of the

following criteria:

• existence of an economic relationship between the

hedging instrument and the hedged item;

• the effect of credit risk does not dominate the value

changes resulting from the economic relationship;

• the hedge ratio defined at designation resulting equal

to the one used for risk management purposes (i.e.

same quantity of the hedged item that the entity actu-

ally hedges and the quantity of the hedging instrument

that the entity actually uses to hedge the quantity of the

hedged item).

According to the requirements of IFRS 9, the Compa-

ny verifies the existence of an economic relationship

through:

• a qualitative analysis, if the underlying risk of the hedg-

ing instrument and the hedged item is the same;

• a quantitative method (i.e. linear regression) in addition

to the qualitative analysis of the nature of the economic

relationship, if the underlying risk of the hedging instru-

ment and the hedged item are not the same.

In order to demonstrate that the behavior of the hedging

instrument is in line with those of the hedged item, differ-

ent scenarios will be analyzed.

For hedging of commodity price risk, the existence of

an economic relationship is deduced from a ranking ma-

trix that defines, for each possible risk component, a set

of all standard derivatives available in the market whose

ranking is based on their effectiveness in hedging the

considered risk.

In order to evaluate the credit risk effects, the Company

considers the existence of risk mitigating measures (col-

lateral, mutual break-up clauses, netting agreements, etc.)

In order to minimize hedge ineffectiveness, the Company

has established a hedge ratio of 1:1 for all hedging rela-

tionships where the risk underlying the derivative coin-

cides with that of the hedged item (including commodity

price risk hedges).

The hedge ineffectiveness will be evaluated through a

qualitative assessment or a quantitative computation, de-

pending on the following circumstances:

• the hedging relationship is considered fully effective

through a qualitative analysis, if the critical terms of the

hedged item and the hedging instrument (e.g. nominal

amount, maturity and underlying) match and no addi-

tional sources of ineffectiveness, including credit risk

adjustment on the hedging derivative, are identified;

• the ineffectiveness of the hedge is assessed through a

quantitative analysis, applying the cumulative dollar off-

set method, using the hypothetical derivative, if the criti-

cal terms of the hedged item and the hedging instrument

do not match or at least one source of ineffectiveness is

detected. This method compares changes in fair values

of the hedging instrument and the hypothetical deriva-

tive between the reporting date and the inception date.

The main causes of hedge ineffectiveness can be the fol-

lowing:

• credit risk (i.e. the counterparty credit risk differently

impacts the changes in the fair value of the hedging in-

struments and hedged items);

• the index related to the hedged risk, if different in the

hedged item than in the hedging instrument;

• timing differences in the cash flows of hedged items

and hedging instruments;

• quantity or notional amount differences (i.e. changes

in the expected amount of cash flows of hedged items

and hedging instruments);

• other risks (i.e. changes in the fair value or cash flows of

a derivative hedging instrument or hedged item relate

to risks other than the specific risk being hedged).

124 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Cash flow hedges

Cash flow hedges are applied in order to hedge the Com-

pany exposure to changes in future cash flows that are

attributable to a particular risk associated with a recog-

nized asset or liability or a highly probable transaction that

could affect profit or loss.

The effective portion of changes in the fair value of deriv-

atives that are designated and qualify as cash flow hedges

is recognized in other comprehensive income. The gain or

loss relating to the ineffective portion is recognized im-

mediately in the income statement.

Amounts accumulated in equity are reclassified to profit

or loss in the period when the hedged item affects profit

or loss (for example, when the hedged forecast sale takes

place).

If the hedged item results in the recognition of a non-fi-

nancial asset (i.e. property, plant and equipment or inven-

tories, etc.) or a non-financial liability, or a hedged forecast

transaction for a non-financial asset or a non-financial li-

ability becomes a firm commitment for which fair value

hedge accounting is applied, the amount accumulated in

equity (i.e. hedging reserve) shall be removed and included

in the initial amount (cost or other carrying amount) of the

asset or the liability hedged (i.e. “basis adjustment”).

When a hedging instrument expires or is sold, or when a

hedge no longer meets the criteria for hedge accounting,

any cumulative gain or loss existing in equity at that time

remains in equity and is recognized when the forecast

transaction is ultimately recognized in the income state-

ment. When a forecast transaction is no longer expected

to occur, the cumulative gain or loss that was reported in

equity is immediately transferred to the income statement.

For hedging relationships using forwards as a hedging in-

strument, where only the change in the value of the spot

element is designated as the hedging instrument, ac-

counting for the forward element (profit or loss vs OCI) is

defined case by case.

Conversely, for hedging relationships using cross currency

interest rate swaps as hedging instruments, the Company

separates foreign currency basis spreads, in designating

the hedging derivative, and presents them in other com-

prehensive income (OCI) in the hedging costs reserve.

With specific regard to cash flow hedges of commodi-

ty risk, in order to improve their consistency with the risk

management strategy, the Company applies a dynamic

hedge accounting approach based on specific liquidity

requirements (the so-called liquidity-based approach).

This approach requires the designation of hedges through

the use of the most liquid derivatives available on the mar-

ket and replacing them with others that are more effec-

tive in covering the risk in question.

Consistent with the risk management strategy, the li-

quidity-based approach allows the roll-over of a deriv-

ative by replacing it with a new derivative, not only in the

event of expiry but also during the hedging relationship,

if and only if the new derivative meets both of the follow-

ing requirements:

• it represents a best proxy of the old derivative in terms

of ranking;

• it meets specific liquidity requirements.

Satisfaction of these requirements is verified quarterly.

At the roll-over date, the hedging relationship is not dis-

continued. Therefore, starting from that date, changes in

the effective fair value of the new derivative will be rec-

ognized in equity (the hedging reserve), while changes in

the fair value of the old derivative are recognized through

profit or loss.

The Company currently uses these hedge relationships to

minimize the volatility of profit or loss.

Fair value hedges

Fair value hedges are used to protect the Company

against exposures to changes in the fair value of assets,

liabilities or firm commitment attributable to a particular

risk that could affect profit or loss.

Changes in the fair value of derivatives that qualify and are

designated as hedging instruments are recognized in the

income statement, together with changes in the fair value

of the hedged item that are attributable to the hedged

risk.

If the hedge no longer meets the criteria for hedge ac-

counting, the adjustment to the carrying amount of a

hedged item for which the effective interest rate method

is used is amortized to profit or loss over the residual life

of the hedged element.

The Company does not currently use such hedging rela-

tionships.

For more information on fair value measurement, please

see note 34 “Fair value measurement”.

Report

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Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 125

33.1.1 Hedge relationship by type of credit risk

Interest rate risk

The following table shows the notional amount and the average rate of instruments hedging interest rate risk on transac-

tions outstanding at December 31, 2025 and December 31, 2024, broken down by maturity.

Millions of euro

At Dec. 31, 2025 2026 2027 2028 2029 2030 Beyond Total

Interest rate swaps

Notional amount 500 - - 150 - 240 890

Average IRS rate 1.78 5.44 4.10

Millions of euro

At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total

Interest rate swaps

Notional amount 500 500 - - 150 240 1,390

Average IRS rate 1.63 1.78 5.44 4.32

The interest rate swaps outstanding at the end of the

year and designated as hedging instruments function as

a cash flow hedge for the hedged item. The cash flow

hedge derivatives refer to the hedging of certain float-

ing-rate bonds issued since 2001 and floating-rate bank

loans obtained during 2020.

The following table shows the notional amount and the

fair value of hedging derivatives on interest rate risk as at

December 31, 2025 and December 31, 2024.

Millions of

euro

Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Cash flow

hedge

derivatives

500 1,000 1 5 390 390 (32) (45)

Interest rate

swaps

500 1,000 1 5 390 390 (32) (45)

The fair value of interest rate derivatives improved

compared with the previous year reflecting the devel-

opment of the euro area yield curve, which while show-

ing a decrease in the short-term segment due to the

progressive easing of restrictive monetary policies dur-

ing 2025, was simultaneously affected by a significant

increase in the medium/long-term segment, where

the maturities of interest rate hedging derivatives are

concentrated.

The following table shows the cash flows expected in

coming years from cash flow hedge derivatives hedging

interest rate risk.

Millions of euro Fair value Distribution of expected cash flows

Cash flow hedge derivatives on interest rates

at Dec. 31,

2025 2026 2027 2028 2029 Beyond

Positive fair value 1 2 - - - -

Negative fair value (32) (8) (8) (7) (9) (4)

126 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The following table shows the impact of interest rate hedge derivatives on the statement of financial position.

Millions of euro Notional amount Carrying amount

Fair value used to measure

ineffectiveness in the year

At Dec. 31, 2025

Interest rate swaps 890 (31) (31)

At Dec. 31, 2024

Interest rate swaps 1,390 (40) (40)

The following table shows the impact of hedged items exposed to interest rate risk on the statement of financial position.

Millions of euro

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

2025 2024

Floating-rate borrowings 23 (23) - 20 (20) -

Total 23 (23) - 20 (20) -

The following table shows the impact of cash flow hedges on interest rate risk on profit or loss and on other comprehen-

sive income.

Millions of euro

Total other

comprehensive

income/

(expense)

Ineffective

portion

recognized in

profit or loss

Income

statement

item Hedging costs

Amount

reclassified

from OCI to

profit or loss

Income

statement

item

At Dec. 31, 2025

Floating-rate borrowings 5 - - (104) Financial

expense

Total at Dec. 31, 2025 5 - - (104)

At Dec. 31, 2024

Floating-rate borrowings 4 - - (111) Financial

expense

Total at Dec. 31, 2024 4 - - (111)

Currency risk

The following table shows the notional amount and the average rate of instruments hedging currency risk on transactions

outstanding as at December 31, 2025 and December 31, 2024, broken down by maturity.

Millions of euro

At Dec. 31, 2025 2026 2027 2028 2029 2030 Beyond Total

Cross currency interest rate swaps (CCIRSs)

Total notional amount - - - - - 1,364 1,364

Notional amount for CCIRSs EUR/GBP 1,364 1,364

Average contractual exchange rate EUR/GBP 0.68

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 127

Millions of euro

At Dec. 31, 2024 2025 2026 2027 2028 2029 Beyond Total

Cross currency interest rate swaps (CCIRSs)

Total notional amount 337 - - - - 1,436 1,773

Notional amount for CCIRSs EUR/USD 337 - - - - - 337

Average contractual exchange rate EUR/USD 1.16

Notional amount for CCIRSs EUR/GBP 1,436 1,436

Average contractual exchange rate EUR/GBP 0.68

The following table shows the notional amount and the fair value of instruments hedging currency risk on transactions

outstanding at December 31, 2025 and December 31, 2024, broken down by type of hedged item.

Millions of euro

Fair value

Notional

amount Fair value

Notional

amount

Assets Liabilities Assets Liabilities

Hedging instrument Hedged item at Dec. 31, 2025 at Dec. 31, 2024

Cross currency interest rate

swaps

Fixed-rate borrowings in foreign

currency

45 (389) 1,363 47 (407) 1,436

Cross currency interest rate

swaps

Floating-rate borrowings in foreign

currency

- - - 37 - 337

Tot al 45 (389) 1,363 84 (407) 1,773

The cross currency interest rate swaps outstanding at the

end of the year and designated as hedging instruments

function as a cash flow hedge for the hedged item. In par-

ticular, these derivatives relate to the hedging of fixed-

rate sterling bonds.

The following table shows the notional amount and the

fair value of derivatives on currency risk at December 31,

2025 and December 31, 2024, broken down by type of

hedge.

Millions of euro

Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Cash flow hedge

derivatives

630 1,002 45 84 733 771 (389) (407)

Cross currency

interest rate swaps

630 1,002 45 84 733 771 (389) (407)

At December 31, 2025 cross currency interest rate swaps

had a notional amount of €1,363 million (€1,773 million

at December 31, 2024) and an overall negative fair value

of €344 million (a negative €323 million at December 31,

2024).

The deterioration in the fair value of cross currency inter-

est rate swaps is mainly due to the development of the

euro exchange rate against sterling.

The following table reports the impact on the statement

of financial position of instruments hedging currency risk.

Millions of euro Notional amount Carrying amount

Fair value used to measure

ineffectiveness in the year

At Dec. 31, 2025

Cross currency interest rate swaps 1,363 (344) (341)

At Dec. 31, 2024

Cross currency interest rate swaps 1,773 (323) (323)

128 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The following table reports the impact of hedged items exposed to currency risk on the statement of financial position

Millions of euro

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

Fair value used

to measure

ineffectiveness

in the year

Hedging

reserve

Hedging costs

reserve

2025 2024

Fixed-rate borrowings

in foreign currency

341 (341) (4) 363 (363) 3

Floating-rate borrowings

in foreign currency

---(37)37-

Total 341 (341) (4) 326 (326) 3

The following table shows the impact of cash flow hedges on currency risk on profit or loss and on other comprehensive

income.

Millions of euro

Total other

comprehensive

income/

(expense)

Ineffective

portion

recognized in

profit or loss

Income

statement

item Hedging costs

Amount

reclassified

from OCI to

profit or loss

Income

statement

item

At Dec. 31, 2025

Fixed-rate borrowings in foreign currency 25 - - (48) Financial

expense

Floating-rate borrowings in foreign

currency

(5) - - (32) Financial

expense

Total at Dec. 31, 2025 20 - - (80)

At Dec. 31, 2024

Fixed-rate borrowings in foreign currency (3) - - (45) Financial

expense

Floating-rate borrowings in foreign

currency

2 - - 97 Financial

income

Total at Dec. 31, 2024 (1) - - 52

The following table shows the cash flows expected in coming years from cash flow hedge derivatives on currency risk.

Millions of euro Fair value Distribution of expected cash flows

Cash flow hedge derivatives on exchange rates at Dec. 31, 2025 2026 2027 2028 2029 2030 Beyond

Positive fair value 45 9 9 8 7 6 35

Negative fair value (389) (20) (20) (19) (18) (17) (280)

33.1.2 Impact of cash flow hedge derivatives on equity gross of tax effects

Millions of euro

Hedging

costs

Gross

change in

fair value

recognized

in OCI

Gross

change in

fair value

recognized

in profit or

loss

Gross

change in

fair value

recognized

in profit

or loss -

Ineffective

portion

Hedging

costs

Gross

change in

fair value

recognized

in OCI

Gross

change in

fair value

recognized

in profit or

loss

Gross

change in

fair value

recognized

in profit

or loss -

Ineffective

portion

at Dec. 31, 2025 at Dec. 31, 2024

Interest rate hedges - 5 (104) - - 4 (111) -

Exchange rate

hedges

(7) 21 (79) - 7 (1) 52 -

Hedging derivatives (7) 26 (183) - 7 3 (59) -

Report

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Separate financial

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Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 129

33.2 Derivatives at fair value through profit or loss

The following table shows the notional amount and the fair value of derivatives at FVTPL at December 31, 2025 and De-

cember 31, 2024 by risk type.

Millions of euro

Notional amount Fair value assets Notional amount Fair value liabilities

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

at Dec. 31,

2025

at Dec. 31,

2024

Derivatives at FVTPL on

interest rates

2,380 2,618 47 82 2,480 2,718 (67) (111)

Interest rate swaps 2,380 2,618 47 82 2,480 2,718 (67) (111)

Derivatives at FVTPL on

exchange rates

1,053 1,919 66 115 957 2,247 (66) (120)

Forwards 913 1,780 29 79 817 2,108 (29) (83)

Cross currency interest

rate swaps

140 139 37 36 140 139 (37) (37)

Total derivatives at FVTPL 3,433 4,537 113 197 3,437 4,965 (133) (231)

At December 31, 2025, the overall notional amount of

derivatives at fair value through profit or loss on interest

rates and exchange rates came to €6,870 million (€9,502

million at December 31, 2024) with an overall negative

fair value of €20 million (a negative €34 million at De-

cember 31, 2024).

The interest rate swaps outstanding at year-end, amount-

ing to €4,860 million, mainly related to transactions to

hedge the indebtedness of Group companies towards

the market (for €2,480 million) and intermediated with the

companies themselves for €2,380 million.

The total notional value decreased by €476 million com-

pared with the previous year, due to the natural effect of

depreciation charges.

Forward contracts hedging currency risk had a notion-

al amount of €1,730 million (€3,888 million at Decem-

ber 31, 2024). Currency forwards with external coun-

terparties amounted to €912 million (€2,108 million at

December 31, 2024), and related mainly to OTC deriva-

tives entered into to mitigate the currency risk associ-

ated with the prices of energy commodities within the

provisioning process of Group companies and matched

with market transactions, expected cash flows in curren-

cies other than the euro related to the hedging of the

exchange rate risk connected with capital expenditure

mainly linked to the purchase of digital meters and con-

centrators, as well as the expected cash flows in foreign

currency in respect of interim dividends authorized by

the subsidiaries.

Cross currency interest rate swaps, with a notional amount

of €140 million (€139 million at December 31, 2024), relate

to hedges of currency risk on the debt of the Group com-

panies denominated in currencies other than the euro

and matched with market transactions.

34. Fair value measurement

The Company measures fair value in accordance with

IFRS 13 whenever required by the IFRS.

Fair value is defined as the price that would be received

to sell an asset or paid to transfer a liability. The best es-

timate is the market price, i.e. its current price, publicly

available and effectively traded on an active, liquid market.

The fair value of assets and liabilities is categorized into

a fair value hierarchy that provides three levels defined

as follows on the basis of the inputs and valuation tech-

niques used to measure fair value:

• Level 1: quoted prices (unadjusted) in active markets for

identical assets or liabilities to which the Company has

access at the measurement date;

• Level 2: inputs other than quoted prices included with-

in Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is,

derived from prices);

• Level 3: inputs for the asset or liability that are not

based on observable market data (that is, unobserv-

able inputs).

In this note, the relevant disclosures are provided in order

to assess the following:

• for assets and liabilities that are measured at fair val-

ue on a recurring or non-recurring basis in the state-

ment of financial position after initial recognition, the

valuation techniques and inputs used to develop those

measurements; and

130 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

• for recurring fair value measurements using significant

unobservable inputs (Level 3), the effect of the meas-

urements on profit or loss or other comprehensive in-

come for the year.

For this purpose:

• recurring fair value measurements are those that the

IFRS require or permit in the statement of financial po-

sition at the end of each reporting period;

• non-recurring fair value measurements are those that

the IFRS require or permit in the statement of financial

position in particular circumstances.

The fair value of derivative contracts is determined using

the official prices for instruments traded on regulated mar-

kets. The fair value of instruments not listed on a regulated

market is determined using valuation methods appropriate

for each type of financial instruments and market data as

of the close of the reporting period (such as interest rates,

exchange rates, volatility), discounting expected future cash

flows on the basis of the market yield curve and translating

amounts in currencies other than the euro using exchange

rates provided by the World Markets Refinitiv (WMR) Compa-

ny. For contracts involving commodities, the measurement

is conducted using prices, where available, for the same

instruments on both regulated and unregulated markets.

In accordance with the IFRS, the Company includes a

measurement of credit risk, both of the counterparty

(Credit Valuation Adjustment or CVA) and its own (Deb-

it Valuation Adjustment or DVA), in order to adjust the

fair value of financial instruments for the corresponding

amount of counterparty risk.

More specifically, the Company measures CVA/DVA us-

ing a Potential Future Exposure valuation technique for

the net exposure of the position and subsequently allo-

cating the adjustment to the individual financial instru-

ments that make up the overall portfolio. All of the inputs

used in this technique are observable on the market.

Changes in the assumptions underlying the estimated

inputs could have an effect on the fair value reported for

such instruments.

The notional amount of a derivative contract is the amount

on which cash flows are exchanged. This amount can be

expressed as a value or a quantity (for example, tons con-

verted into euros by multiplying the notional amount by

the agreed price).

Amounts denominated in currencies other than the euro

are translated into euros at the official exchange rates

provided by the World Markets Refinitiv (WMR) Company.

The notional amounts of derivatives reported here do not

necessarily represent amounts exchanged between the

parties and therefore are not a measure of the Company’s

credit risk exposure.

For listed debt instruments, the fair value is given by of-

ficial prices. For unlisted instruments the fair value is de-

termined using appropriate valuation techniques for each

category of financial instruments and market data at the

reporting date, including the credit spreads of Enel.

34.1 Assets measured at fair value in the statement of financial position

The following table shows, for each class of assets meas-

ured at fair value on a recurring or non-recurring basis in

the statement of financial position, the fair value meas-

urement at the end of the reporting period and the level

in the fair value hierarchy into which the fair value meas-

urements are categorized.

Millions of euro

Non-current assets Current assets

Notes

Fair value

at Dec. 31,

2025 Level 1 Level 2 Level 3

Fair value

at Dec. 31,

2025 Level 1 Level 2 Level 3

Derivatives

Cash flow hedges:

- on interest rate risk 33 - - - - 1 - 1 -

- on currency risk 33 45 - 45 - - - - -

Total cash flow hedges 45 - 45 - 1 - 1 -

Fair value through profit or loss:

- on interest rate risk 33 46 - 46 - 1 - 1 -

- on currency risk 33 41 - 41 - 25 - 25 -

Total fair value through profit or loss 87 - 87 - 26 - 26 -

TOTAL 132 - 132 - 27 - 27 -

Report

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governance

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statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 131

34.2 Liabilities measured at fair value in the statement of financial position

The following table reports, for each class of liabilities

measured at fair value on a recurring or non-recurring

basis in the statement of financial position, the fair val-

ue measurement at the end of the reporting period and

the level in the fair value hierarchy into which the fair value

measurements are categorized.

Millions of euro

Non-current liabilities Current liabilities

Notes

Fair value

at Dec. 31,

2025

Level 1 Level 2 Level 3

Fair value

at Dec. 31,

2025

Level 1 Level 2 Level 3

Derivatives

Cash flow hedges:

- on interest rate risk 33 33 - 33 - - - - -

- on currency risk 33 389 - 389 - - - - -

Total cash flow hedges 422 - 422 - - - - -

Fair value through profit or loss:

- on interest rate risk 33 46 - 46 - 21 - 21 -

- on currency risk 33 42 - 42 - 24 - 24 -

Total fair value through profit or loss 88 - 88 - 45 - 45 -

TOTAL 510 - 510 - 45 - 45 -

34.3 Liabilities not measured at fair value in the statement of financial position

The following table shows, for each class of liabilities not measured at fair value in the statement of financial position but

for which the fair value shall be disclosed, the fair value at the end of the reporting period and the level in the fair value

hierarchy into which the fair value measurements are categorized.

Millions of euro

Liabilities

Notes

Fair value at Dec.

31, 2025 Level 1 Level 2 Level 3

Bonds:

- fixed rate 31.2.1 1,752 1,752 - -

- floating rate 31.2.1 483 71 412 -

Total bonds 2,235 1,823 412 -

Bank borrowings:

- floating rate 31.2.1 1,010 - 1,010 -

Total bank borrowings 1,010 - 1,010 -

Non-bank financing:

- under fixed-rate leases 31.2.1 3 - 3 -

Total non-bank financing 3 - 3 -

Loans from Group companies:

- fixed rate 31.2.1 10,635 - 10,635 -

- floating rate 31.2.1 7,664 - 7,664 -

Total loans from Group companies 18,299 - 18,299 -

TOTAL 21,547 1,823 19,724 -

132 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

35. Share-based payments

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 pursu-

ant 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,

the 2023 Long-Term Incentive Plan, the 2024 Long-Term

Incentive Plan, and the 2025 Long-Term Incentive Plan re-

ferred to hereinafter, respectively, the “2019 LTI Plan”, the

“2020 LTI Plan”, the “2021 LTI Plan”, the “2022 LTI Plan”, the

“2023 LTI Plan”, the “2024 LTI Plan”, the “2025 LTI Plan” and,

jointly, the “Plans”) provides for the grant of ordinary Com-

pany shares (“Shares”) to the respective beneficiaries sub-

ject to the achievement of specific performance targets.

Plan beneficiaries are the Chief Executive Officer/General

Manager of Enel and Enel Group managers in the posi-

tions 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 consist-

ing 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 remuner-

ation 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.

These Plans also provide that, with respect to the total in-

centive actually accrued, the premium is entirely paid in

Shares: (a) for the 2019, 2020, 2021 and 2022 LTI Plans (i)

up to 100% of the base value for the Chief Executive Of-

ficer/General Manager (up to 130% for the 2022 LTI Plan),

and (ii) up to 50% of the base value for the other benefi-

ciaries (up to 65% for the 2022 LTI Plan); (b) for the 2023,

2024 and the 2025 LTI Plans (i) up to 150% of the base

value for the Chief Executive Officer/General Manager, (ii)

up to 100% of the base value for officers reporting directly

to the Chief Executive Officer/General Manager, including

key management personnel, and (iii) up to 65% of the base

value for the other beneficiaries, other than those indicat-

ed under (i) and (ii) above.

The actual award of the bonus under the Plans is subject

to the achievement of specific performance targets dur-

ing 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 indi-

vidual Plans.

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 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, May 19, 2022, May 10, 2023, May 23, 2024

and May 22, 2025.

In implementation of the authorizations granted by the

Shareholders’ Meetings held on the dates indicated above

and in compliance with the associated terms and condi-

tions, the Board of Directors approved – at its meetings of

September 19, 2019, July 29, 2020, June 17, 2021, June 16,

2022, October 5, 2023, July 25, 2024 and July 31, 2025 –

the launch of share buyback programs to serve the Plans.

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.

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 133

Purchases authorized

by the Board of Directors Actual purchases

Number of shares Number of shares

Weighted average price

(euro per share) Total value (euro)

2019 LTI Plan No more than 2,500,000

for a maximum amount of

€10,500,000 million

1,549,152

6.7779 10,499,999

2020 LTI Plan 1,720,000 1,720,000

7.4366 12,790,870

2021 LTI Plan 1,620,000 1,620,000

7. 8 7 3 7 1 2 , 7 5 5 , 4 5 9

2022 LTI Plan 2,700,000 2,700,000

5.1951 14,026,715

2023 LTI Plan 4,200,000 4,200,000

6.3145 26,520,849

2024 LTI Plan 2,900,000 2,900,000

7.0210 20,360,977

2025 LTI Plan

3,200,000 - - -

8. Shares purchased in the period between September 23 and December 2, 2019, equal to about 0.015% of the share capital.

9. Shares purchased in the period between September 3 and October 28, 2020, equal to about 0.017% of the share capital.

10. Shares purchased in the period between June 18 and July 21, 2021, equal to about 0.016% of the share capital.

11. Shares purchased in the period between June 17 and July 20, 2022, equal to about 0.026% of the share capital.

12. Shares purchased in the period between October 16, 2023 and January 18, 2024, equal to about 0.041% of the share capital.

13. Shares purchased in the period between September 16 and November 8, 2024, equal to about 0.028% of the share capital.

14. The share buyback program serving the 2025 LTI Plan was launched on January 12, 2026.

15. No information relating to the 2019 and 2020 LTI Plans is provided since the award of the incentives ended in 2023 and 2024, respectively.

16. The date on which the Board of Directors approved the procedures and timing for granting the 2021 LTI Plan to the beneficiaries (taking account of the

proposal issued by the Nomination and Compensation Committee at its meeting of June 9, 2021).

17. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2023, the Board of Directors verified the

level of achievement of the performance targets of the 2021 LTI Plan.

18. On September 5, 2024 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2021 LTI Plan, in accordance

with the Plan rules. The remainder of the equity component of the bonus vested by the beneficiaries of the 2021 LTI Plan was awarded on September

4, 2025.

19. The date on which the Board of Directors approved the procedures and timing for granting the 2022 LTI Plan to the beneficiaries (taking account of the

proposal issued by the Nomination and Compensation Committee at its meeting of June 8, 2022).

20. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2024, the Board of Directors verified the

level of achievement of the performance targets of the 2022 LTI Plan.

21. On September 4, 2025 the Company awarded part of the equity component of the bonus vested by the beneficiaries of the 2022 LTI Plan, in accordance

with the Plan rules.

22. The date on which the Board of Directors approved the procedures and timing for granting the 2023 LTI Plan to the beneficiaries (taking account of the

proposal issued by the Nomination and Compensation Committee at its meeting of October 4, 2023).

23. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2025, the Board of Directors verified the

level of achievement of the performance targets of the 2023 LTI Plan.

24. The date on which the Board of Directors approved the procedures and timing for granting the 2024 LTI Plan to the beneficiaries (taking account of the

proposal issued by the Nomination and Compensation Committee at its meeting of July 24, 2024).

25. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2026, the Board of Directors will verify the

level of achievement of the performance targets of the 2024 LTI Plan.

26. The date on which the Board of Directors approved the procedures and timing for granting the 2025 LTI Plan to the beneficiaries (taking account of the

proposal issued by the Nomination and Compensation Committee at its meeting of July 30, 2025).

27. On the occasion of the approval of the consolidated financial statements of the Enel Group at December 31, 2027, the Board of Directors will verify the

level of achievement of the performance targets of the 2025 LTI Plan.

The table below shows information relating to the Plans whose three-year performance period is in progress or for which

the accrued incentive was paid to the beneficiaries in 2025.

Grant date Performance period

Verification of achievement

of targets Payout

2021 LTI Plan 16.09.2021

2021-2023 2024

2024-2025

2022 LTI Plan 21.09.2022

2022-2024 2025

2025-2026

2023 LTI Plan 05.10.202

2023-2025 2026

2026-2027

2024 LTI Plan 19.09.2024

2024-2026 2027

2027-2028

2025 LTI Plan 16.10.2025

2025-2027 2028

2028-2029

134 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The table below shows more information relating to the Plans whose three-year performance period is in progress or for

which the accrued incentive was paid to the beneficiaries in 2025.

28. The table shows the number of Shares awarded on September 4, 2025 to the beneficiaries of the 2021 LTI Plan which make up the remaining portion of

the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

29. The table shows the number of Shares awarded on September 5, 2024 to the beneficiaries of the 2021 LTI Plan which make up the remaining

portion of the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan.

Disbursement of the remaining portion of the equity component of the bonus, in accordance with the terms and procedures of the rules of the

2021 LTI Plan, was awarded on September 4, 2025.

30. The table shows the number of Shares awarded on September 4, 2025 to the beneficiaries of the 2022 LTI Plan which make up the remaining portion of

the equity component of the bonus vested by the beneficiaries following the achievement of the performance objectives of the Plan. Disbursement of

the remaining portion of the equity component of the bonus, in accordance with the terms and procedures of the rules of the 2022 LTI Plan, is deferred

to 2026.

31. 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 of 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 of 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 of 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 of the 2022 LTI Plan to the beneficiaries.

For the 2023 LTI Plan, the grant date is October 5, 2023, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing

of the grant of the 2023 LTI Plan to the beneficiaries.

For the 2024 LTI Plan, the grant date is September 19, 2024, i.e. the date of the meeting of the Board of Directors that approved the procedures and

timing of the grant of the 2024 LTI Plan to the beneficiaries.

For the 2025 LTI Plan, the grant date is October 16, 2025, i.e. the date of the meeting of the Board of Directors that approved the procedures and timing

of the grant of the 2025 LTI Plan to the beneficiaries.

Number of shares

granted at the

grant date

Fair value per

share at the grant

date

2025 2024

Number of

shares potentially

available for

award

Number

of shares awarded

Number of

shares potentially

available for

award

Number

of shares

awarded

2021 LTI Plan 1,577,773 7.0010 0 420,060

443,608 196,980

2022 LTI Plan 2,398,143 4.8495 1,354,130 574,368

1,858,051 -

2023 LTI Plan 4,040,820 5.5540 3,566,126 - 3,804,244 -

2024 LTI Plan 2,877,714 6.9730 2,722,050 - 2,877,714 -

2025 LTI Plan 2,337,929 8.539 2,337,929 - - -

The fair value of those equity instruments is measured on

the basis of the market price of Enel Shares at the grant

date.

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 €16 million in 2025 (€10 million in 2024).

There have been no terminations or amendments involv-

ing the approved Plans.

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 135

36. Related parties

Related parties have been identified on the basis of

the provisions of the IFRS and the applicable CONSOB

measures.

The transactions Enel SpA entered into with its subsidiar-

ies mainly involved the provision of services, the sourcing

and employment of financial resources, insurance cover-

age, human resource management and organization, le-

gal and corporate services, and the planning and coordi-

nation of tax and administrative activities.

All the transactions are part of routine operations, are car-

ried out in the interest of the Company and are settled on an

arm’s length basis, i.e. on the same market terms as agree-

ments entered into between two independent parties.

Finally, the Enel Group’s corporate governance rules,

which are discussed in greater detail in the Report on

Corporate Governance and Ownership Structure availa-

ble on the Company’s website (www.enel.com), establish

conditions for ensuring that transactions with related

parties are performed with transparency and procedural

and substantive propriety.

The disclosures on the remuneration of members of the

Board of Directors, members of the Board of Statutory Au-

ditors, the General Manager and key management person-

nel required under IAS 24 are provided in the tables below.

Millions of euro 2025 2024 Change

Remuneration of members of the Board of Directors,

Board of Statutory Auditors and General Manager

Short-term benefits 8 5 3 60.0%

Share-based payments 2 1 1 -

Tot al 10 6 4 6 6.7%

Millions of euro 2025 2024 Change

Remuneration of key management personnel

Short-term benefits 9 7 2 28.6%

Share-based payments 3 1 2 -

Tot al 12 8 4 50. 0%

In November 2010, the Board of Directors of Enel SpA ap-

proved a procedure governing the approval and execution

of transactions with related parties carried out by Enel SpA

directly or through subsidiaries (Enel Procedure for Trans-

actions with Related Parties), most recently updated in June

2021. The procedure (available at https://www.enel.com/

investors/bylaws-rules-and-policies/transactions-with-re-

lated-parties/) sets out rules designed to ensure the

transparency and procedural and substantive propriety

of transactions with related parties. It was adopted in im-

plementation of the provisions of Article 2391-bis of the

Italian Civil Code and the implementing regulations issued

by CONSOB with Resolution 17221 of March 12, 2010, as

amended (“CONSOB Regulation”). No related-party trans-

actions requiring disclosure in the financial statements pur-

suant to the CONSOB Regulation were carried out in 2025.

The following tables summarize commercial, financial and

other relationships between the Company and related

parties.

136 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Commercial and other transactions

Millions of euro

Trade

receivables

Trade

payables

Costs Revenue

Goods Services Goods Services

at Dec. 31, 2025 at Dec. 31, 2025 2025 2025

Subsidiaries, joint ventures and associates

3SUN Srl - 34----

Agatos Green Power Trino Srl 1 -----

C&C Uno Energy Srl 1 -----

DAP Consortium 6 ----7

Edistribución Redes Digitales SLU 4 1 - - - 4

e-distribuzione SpA 248 42---25

E-Solar Srl 2 -----

Eletropaulo Metropolitana Eletricidade de São Paulo SA 3 -----

Empresa Distribuidora Sur SA - Edesur 1 - - - - -

Endesa Energía SAU 3 ----3

Endesa Generación SAU 3 ----3

Endesa Medios y Sistemas SLU - ----1

Endesa SA 8 ----7

Enel Américas SA 71 ----1

Enel Brasil SA 49 2---12

Enel Chile SA 30 ----2

Enel Colombia SA ESP 2 ----2

Enel Distribución Chile SA 1 - - - - 1

Enel Energia SpA 9 71 - - - 9

Enel Finance America LLC 2 -----

Enel Finance International NV 1 ----1

Enel Generación Chile SA 2 ----2

Enel Global Services Srl 18 47 - 63 - 1

Enel Global Trading SpA 4 159---5

Enel Green Power Chile SA 2 ----1

Enel Green Power Development Srl 2 -----

Enel Green Power España SLU 2 - - - - 1

Enel Green Power Italia Srl 2 48---3

Enel Green Power North America Inc. 4 ----3

Enel Green Power SpA 35 39 - 4 - 4

Enel Green Power Sannio Srl - 1 ----

Enel Grids Srl 5 7 - 6 - 2

Enel Iberia SRLU 350 5 - 4 - -

Enel Innovation Hubs Srl - 3 - 3 - -

Enel Italia SpA 308 99 - 25 - 8

Enel Libra Flexsys Srl 10 1 ----

Enel North America Inc. 3 2---2

Enel Produzione SpA 36 64 - - - 3

Enel Reinsurance - Compagnia di riassicurazione SpA - 10---2

Enel Services México SA de Cv 2 ----1

Enel Sole Srl 2 2----

Enel Trading Argentina Srl 1 -----

Enel X Italia Srl - 14 ----

Enel X North America Inc. 1 -----

Enel X Srl 1 14 - - - 1

Enel X Way Srl - -----

Enel X Way Italia Srl 1 11---1

Gas y Electricidad Generación SAU 2 -----

Nuclitalia Srl 1 -----

Nuove Energie Srl - 32----

Parco Eolico Monti Sicani Srl - 5----

Servizio Elettrico Nazionale SpA 4 3---1

Società Elettrica Trigno Srl 1 -----

Unión Eléctrica de Canarias Generación SAU 1 1 ----

Total subsidiaries, joint ventures and associates 1,245 717 - 105

-119

Other related parties

A.C. Milan SpA - - - 1 - -

Enel Cuore Onlus - ----1

Fondazione Centro Studi Enel 2 ----1

FONDENEL - 1 - 2 - -

FOPEN - - - 2 - -

Total other related parties 2 1 - 5 - 2

TOTAL 1,247 718-110-121

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Separate financial

statements

Reports

Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 137

Millions of euro

Trade

receivables

Trade

payables

Costs Revenue

Goods Services Goods Services

at Dec. 31, 2024 at Dec. 31, 2024 2024 2024

Subsidiaries, joint ventures and associates

3SUN Srl - 29 - - - -

Agatos Green Power Trino Srl - 1 ----

C&C Uno Energy Srl - 1 ----

Edistribución Redes Digitales SLU 4 1 - - - 4

e-distribuzione SpA 214 17---17

E-Solar Srl 1 -----

E-Solar 2 Srl - 1 ----

Eletropaulo Metropolitana Eletricidade de São Paulo SA 2 -----

Empresa Distribuidora Sur SA - Edesur 1 ----1

Endesa Energía SAU 2 -----

Endesa Generación SAU 3 ----3

Endesa Medios y Sistemas SLU 1 ----1

Endesa SA 8 ----7

Enel Américas SA 295 1 - - - -

Enel Brasil SA 57 1 - - - 26

Enel Chile SA 41 ----3

Enel Colombia SA ESP 2 ----2

Enel Distribución Chile SA 1 ----1

Enel Energia SpA 8 159---11

Enel Finance America LLC 9 -----

Enel Generación Chile SA 2 ----2

Enel Global Services Srl 14 49 - 72 - 2

Enel Global Trading SpA 35 5---4

Enel Green Power Chile SA 2 -----

Enel Green Power España SLU 2 ----2

Enel Green Power Italia Srl 176 12 - - - 4

Enel Green Power North America Inc. 1 - - - - 2

Enel Green Power SpA 22 8 - 3 - 5

Enel Green Power Sannio Srl - 1 - - - -

Enel Grids Srl 2 9 - 7 - 1

Enel Iberia SRLU 301 4 - 3 - -

Enel Innovation Hubs Srl - 4 - 4 - -

Enel Italia SpA 5 190 - 29 - 4

Enel Libra Flexsys Srl 10 -----

Enel North America Inc. 4 1 - - - 4

Enel Produzione SpA 115 42---4

Enel Reinsurance - Compagnia di riassicurazione SpA 20 ----1

Enel Services México SA de Cv 1 ----1

Enel Sole Srl (1) 3----

Enel Trading Argentina Srl 1 ----(1)

Enel X Advisory Services Srl - 2----

Enel X Italia Srl - 17----

Enel X North America Inc. 2 -----

Enel X Srl 6 12 - 2 - 5

Enel X Way Srl - 6 ----

Enel X Way Italia Srl 2 16----

Gas y Electricidad Generación SAU 2 -----

Ilary Energia Srl 2 3 - - - -

Maicor Wind Srl 2 -----

Principia Energy Generation Single Member SA 6 -----

Potentia Energy Group (Pty) Ltd 1 -----

Servizio Elettrico Nazionale SpA - 44----

Società Elettrica Trigno Srl - 1 ----

Unión Eléctrica de Canarias Generación SAU 1 ----1

Vektör Enerjí Üretím Anoním Şírketí 8 - - -

Total subsidiaries, joint ventures and associates 1,393 640 - 120 - 117

Other related parties

Enel Cuore Onlus - ----1

Fondazione Centro Studi Enel 4 ----1

FONDENEL - - - 2 - -

FOPEN - 1 - 2 - -

Total other related parties 4 1 - 4 - 2

TOTAL 1,397 641 - 124 - 119

138 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

Financial transactions

Millions of euro

Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2025 2025

Subsidiaries, joint ventures and associates

Concert Srl - 4 - - - -

e-distribuzione SpA - - 1,690 - 10 -

Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 250 - 1 -

Enel Américas SA - - - - - 365

Enel Brasil SA 3 - 408 - 3 -

Enel Chile SA - - 758 - 1 170

Enel Colombia SA ESP - - 9 - - -

Enel Costa Rica CAM SA - - 2 - - -

Enel Energia SpA - - 432 - 1 -

Enel Finance America LLC - - 2,488 - 2 -

Enel Finance International NV - 23,046 50,694 413 54 -

Enel Global Services Srl 43 - 23 - 8 -

Enel Global Trading SpA 289 4 1,945 78 201 1,161

Enel Green Power Chile SA - - 1 - - -

Enel Green Power Development Srl - 5 - 11 2 -

Enel Green Power India Private Limited - - 2 - - -

Enel Green Power Italia Srl - - 233 - 1 -

Enel Green Power México S de RL de Cv 9 10 1,140 - 9 -

Enel Green Power Partecipazioni Speciali Srl - 4 - - - -

Enel Green Power South Africa (Pty) Ltd 40 - 220 - 7 -

Enel Green Power SpA 195 2 659 5 13 -

Enel Grids Srl 179 - 23 - 7 -

Enel Holding Finance Srl 2 - - - - -

Enel Iberia SRLU - - - - - 810

Enel Innovation Hubs Srl 1 - 1 - - -

Enel Italia SpA 1,240 43 7,560 54 72 2,020

Enel North America Inc. 28 - 13,623 - 20 -

Enel Produzione SpA - - 235 - 6 -

Enel Reinsurance - Compagnia di riassicurazione SpA - 206 414 7 1 -

Enel Sole Srl - - 102 - - -

Enel X Advisory Services Srl 65 - - - 2 -

Enel X Australia (Pty) Ltd - - 13 - - -

Enel X International Srl 17 - - - - -

Enel X Italia Srl - - 1 - - -

Enel X North America Inc. - - 65 - - -

Enel X Polska Sp. zo o - - 17 - - -

Enel X Srl 1,196 - 128 - 49 -

Enel X UK Limited - - 18 - - -

Enel X Way Italia Srl 96 - 36 - 4 -

Enelpower Srl - 34 - 1 - 1

Generadora Montecristo SA - - 2 - - -

Nuove Energie Srl 50 - 68 - 3 -

Parco Eolico Monti Sicani Srl - - - - - -

Potentia Energy Group (Pty) Ltd - - 63 - 1 -

Servizio Elettrico Nazionale SpA - - 1,150 - 4 -

Total 3,453 23,358 84,473 569 482 4,527

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 139

Millions of euro

Loan assets Borrowings Guarantees Costs Revenue Dividends

at Dec. 31, 2024 2024

Subsidiaries, joint ventures and associates

Concert Srl - 3 - - - -

e-distribuzione SpA - - 2,001 - 8 -

Eletropaulo Metropolitana Eletricidade de São Paulo SA - - 294 - 1 -

Enel Américas SA - - - - - 399

Enel Brasil SA 3 - 679 - 11 -

Enel Chile SA - - 860 - 1 216

Enel Colombia SA ESP - - 33 - - -

Enel Costa Rica CAM SA - - 8 - - -

Enel Energia SpA - - 454 - 3 -

Enel Finance America LLC - - 2,722 - 3 -

Enel Finance International NV - 19,327 52,298 522 67 1,075

Enel Generación Perú SAA - - - - 3 -

Enel Global Services Srl 126 1 24 3 9 -

Enel Global Trading SpA 4 1,045 1,973 248 105 1,103

Enel Green Power Chile SA - - 83 - 1 -

Enel Green Power Development Srl - 1 - - - -

Enel Green Power Hellas SA - - - - - -

Enel Green Power Italia Srl - - 276 - 1 -

Enel Green Power Matimba NewCo 1 Srl - - - - - -

Enel Green Power México S de RL de Cv 20 - 764 - 12 -

Enel Green Power Partecipazioni Speciali Srl - 3 - - - -

Enel Green Power Perú SAC - - - - - -

Enel Green Power Solar Ngonye SpA - 1 - - - -

Enel Green Power South Africa (Pty) Ltd 57 - 266 - 7 -

Enel Green Power SpA 108 4 776 8 10 166

Enel Grids Srl 167 - 25 - 7 -

Enel Holding Finance Srl - 1 - - - 3,225

Enel Iberia SRLU - - - - - 375

Enel Innovation Hubs Srl - 4 1 - - -

Enel Italia SpA 183 47 6,656 46 252 -

Enel North America Inc. 77 - 16,728 - 35 -

Enel Produzione SpA - - 277 - 6 -

Enel Reinsurance - Compagnia di riassicurazione SpA - 363 414 13 - -

Enel Sole Srl - - 129 - 1 -

Enel X Advisory Services Srl 72 - - - 4 -

Enel X Australia (Pty) Ltd - - 11 - - -

Enel X International Srl 12 - - - 1 -

Enel X Italia Srl - - 1 - - -

Enel X North America Inc. 3 - 71 - 1 -

Enel X Polska Sp. zo o - - 17 - - -

Enel X Srl 939 - 4 - 41 -

Enel X UK Limited - - 16 - - -

Enel X Way Srl 296 - 123 - 11 -

Enel X Way Italia Srl 96 - 41 - 5 -

Enelpower Srl - 35 - 1 - 3

EnerNOC Ireland Limited - - 1 - - -

Generadora Montecristo SA - - 1 - - -

Nuove Energie Srl 43 - 86 - 3 -

Potentia Energy Group (Pty) Ltd - - 96 1 2 -

Servizio Elettrico Nazionale SpA - - 1,150 - 4 -

Total subsidiaries, joint ventures and associates 2,206 20,835 89,359 842 615 6,562

Other related parties

Monte dei Paschi di Siena 1 - - - - -

Total other related parties 1 - - - - -

TOTAL 2,207 20,835 89,359 842 615 6,562

140 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

The impact of transactions with related parties on the statement of financial position, income statement and statement

of cash flows is reported in the following tables.

Impact on the statement of financial position

Millions of euro

Tot al

parties % of total Total

parties % of total

at Dec. 31, 2025 at Dec. 31, 2024

Assets

Derivatives - non-current 132 6 4.5% 179 39 21.8%

Other non-current assets 65 53 81.5% 68 56 82.4%

Trade receivables 174 174 - 197 196 -

Derivatives - current 27 24 88.9% 107 3 2.8%

Other current financial assets 3,871 3,423 88.4% 2,678 2,165 80.8%

Other current assets 1,150 1,020 88.7% 1,181 1,145 97.0%

Liabilities

Long-term borrowings 19,079 17,009 89.2% 17,345 14,142 81.5%

Derivatives - non-current 510 81 15.9% 581 91 15.7%

Other non-current liabilities 17 9 52.9% 17 9 52.9%

Short-term borrowings 4,102 3,992 97.3% 6,410 6,306 98.4%

Current portion of long-term borrowings 3,231 2,132 66.0% 567 132 23.3%

Trade payables 129 77 59.7% 132 81 61.4%

Derivatives - current 45 1 2.2% 102 66 64.7%

Other current financial liabilities 221 143 64.7% 178 98 55.1%

Other current liabilities 3,236 632 19.5% 3,508 551 15.7%

Impact on the income statement

Millions of euro

Tot al

parties % of total Total

parties % of total

2025 2024

Revenue 122 121 99.2% 121 119 98.3%

Services and rentals and leases 177 110 62.1% 177 124 70.1%

Income from equity investments 4,528 4,527 - 6,563 6,562 -

Financial income from derivatives 423 215 50.8% 550 151 27.5%

Other financial income 382 267 69.9% 548 464 84.7%

Financial expense from derivatives 486 133 27.4% 454 247 54.4%

Other financial expense 652 436 66.9% 952 595 62.5%

Impact on cash flows

Millions of euro

Tot al

parties % of total Total

parties % of total

2025 2024

Cash flows from/(used in) operating activities 3,814 (20) -0.01% 5,690 295 5.2%

Cash flows from/(used in) investing activities (1,795) (1,765) 0.98% (1,085) (1,051) 96.9%

Cash flows from/(used in) financing activities (4,086) 1,341 -0.33% (3,606) 2,986 -82.8%

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 141

37. Government grants - Disclosure pursuant to Article 1, paragraphs 125-129,

of Law 124/2017

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 to companies, individuals and

public and private entities. The disclosure takes into ac-

count: (i) grants received from Italian public entities/State

entities; and (ii) donations made by Enel SpA 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 2025,

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.

As far as donations made are concerned, the material

cases are listed below.

Euro

Beneficiary Amount Description of donation

MAXXI 600,000 Grant to promote art, research and innovation in the artistic field

Fondazione Centro Studi Enel 150,000 Donations 2023 and 2024

Total 750,000

38. Contractual commitments and guarantees

Millions of euro at Dec. 31, 2025 at Dec. 31, 2024 Change

Sureties and guarantees given:

- subsidiaries 84,473 89,363 (4,890)

- own interest 9 13 (4)

- third parties - 85 (85)

Total 84,482 89,461 (4,979)

Sureties in the interest of the Company essentially regard

a bank surety issued in favor of Banco Centroamericano

de Integración Económica (BCIE) in an amount equivalent

to €9 million acquired following the merger of Enel South

America Srl into Enel SpA in 2017. As this is about to expire,

in order to ensure continuity of coverage, the Company

has entered into a commitment in December to issue a

letter of credit in favor of the same counterparty with a

guarantee effective date of January 1, 2026.

Sureties and guarantees issued on behalf of subsidiaries

include:

• €49,078 million issued on behalf of Enel Finance In-

ternational NV securing bonds issued in European and

other international markets;

• €15,535 million issued on behalf of various renewable

energy companies for the development of new projects

under the Business Plan;

• €4,683 million issued to the European Investment Bank

(EIB) for loans granted to e-distribuzione SpA, Enel Pro-

duzione SpA, Enel Italia SpA, Enel Green Power SpA,

Enel Chile SA, Enel Green Power Italia Srl, Eletropaulo

Metropolitana Eletricidade de São Paulo SA, Enel Sole

Srl, Enel X Srl and Enel X Way Italia Srl;

• €2,488 million issued on behalf of the US company Enel

Finance America LLC, to back the euro commercial pa-

per and bond issue programs on the North American

market and the credit line granted by EKF (Denmark’s

Export Credit Agency) to support the Group’s sustaina-

ble investments;

• €1,430 million issued to Terna on behalf of e-distribuzione

SpA, Enel Global Trading SpA, Enel Produzione SpA, Enel X

Italia Srl, Lene Srl, ACL SPV 4 Srl, Enel Green Power Italia Srl,

Enel Energia SpA and Enel Green Power SpA, in respect of

agreements for electricity transmission services;

• €1,150 million issued by Enel SpA to the Single Buyer

on behalf of Servizio Elettrico Nazionale for obligations

under the electricity purchase contract;

• €1,015 million issued on behalf of Enel Finance Interna-

tional NV to back the euro commercial paper program;

• €757 million issued to INPS on behalf of various Group

companies whose employees elected to participate

142 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

in the structural staff reduction plan (Article 4 of Law

92/2012);

• €730 million as counter-guarantees in favor of the banks

that guaranteed the Energy Markets Operator on behalf

of Enel Global Trading SpA and Enel Produzione SpA;

• €501 million in favor of Cassa Depositi e Prestiti issued

on behalf of e-distribuzione SpA, which received the

Enel Grid Efficiency II loan;

• €472 million issued to Snam Rete Gas on behalf of Enel

Global Trading SpA, Enel X Italia Srl, Enel Produzione

SpA and Nuove Energie Srl for gas transport capacity;

• €50 million issued to RWE Supply & Trading GmbH on

behalf of Enel Global Trading SpA for electricity pur-

chases;

• €50 million issued to E.ON Energy Trading on behalf of

Enel Global Trading SpA for trading on the electricity

market;

• €46 million issued on behalf of Enel Italia SpA to Excel-

sia Nove Srl for the performance of obligations under

rental contracts;

• €6,488 million issued to various beneficiaries as part of

financial support activities by the Parent on behalf of

subsidiaries.

Compared with December 31, 2024, the decrease in other

sureties and guarantees issued on behalf of subsidiaries

is mainly attributable to the disposals of interests held in

renewables companies. In addition, the reduction was af-

fected by the redemption operations during the year of

bonds that had reached maturity, consistent with the ob-

jective of strengthening the Group’s capital structure.

In its capacity as the Parent, Enel SpA has also granted

letters of patronage to a number of Group companies, es-

sentially for assignments of receivables.

39. Contingent assets and liabilities

BEG litigation - Italy, France, Luxembourg

At the conclusion of arbitration proceedings initiated in It-

aly by BEG SpA (BEG), Enelpower Srl (Enelpower) obtained

a ruling in its favor in 2002, which was upheld by the Court

of Cassation in 2010, which entirely rejected the petition

for damages with regard to alleged breach by Enelpower of

an agreement concerning the assessment of the possible

construction of a hydroelectric power station in Albania.

Subsequently, BEG, acting through its subsidiary Albania

BEG Ambient Shpk (ABA), a company incorporated under

Albanian law, brought proceedings against Enelpower and

Enel SpA (Enel) in Albania concerning the matter, obtain-

ing a ruling from the District Court of Tirana on March 24,

2009, upheld by the Albanian Court of Cassation, order-

ing Enelpower and Enel to pay tortious damages of about

€25 million for 2004 as well as an unspecified amount of

tortious damages for subsequent years. Following the rul-

ing, ABA demanded payment of more than €430 million.

In November 2016, Enel and Enelpower filed a petition

with the Albanian Court of Cassation, asking for the ruling

issued by the District Court of Tirana on March 24, 2009

to be voided. At the hearing of November 6, 2024 the

Court rejected the petition.

With a ruling of the Court of Appeal of Rome of March

7, 2022, the further proceedings undertaken by Enel and

Enelpower before the Court of Rome were concluded,

having sought recognition of BEG’s liability for having cir-

cumvented the arbitration award rendered in Italy in favor

of Enelpower through the aforementioned initiatives un-

dertaken by the subsidiary ABA. With the ruling, the Court

of Appeal of Rome upheld the ruling of first instance is-

sued by the Court of Rome on June 16, 2015, which had

denied the petition in the proceeding.

On May 20, 2021, the European Court of Human Rights

(ECHR) issued a ruling with which it decided the appeal

brought by BEG against the Italian State for violation of

Article 6.1 of the European Convention on Human Rights.

With this decision, the Court denied BEG’s request to re-

open the above arbitration proceedings and also rejected

BEG’s claim for pecuniary damages amounting to about

€1.2 billion due to the absence of a causal link with the

disputed conduct, granting it €15,000 in non-pecuniary

damages.

Nonetheless, on December 29, 2021, BEG, with an action

that the Company and its legal counsel deemed unfound-

ed and specious, also decided to sue the Italian State be-

fore the Court of Milan, to demand damages for tortious

liability in an amount of about €1.8 billion, as a conse-

quence of the ECHR ruling. In this case, BEG also involved

Enel and Enelpower by way of a claim of joint and several

liability. With an order of June 14, 2022, the Court of Milan

accepted the objection of territorial incompetence raised

by the State Attorney and declared its incompetence to

hear the dispute in favor of the Court of Rome, the court

exclusively competent to hear the causes in which the

Italian State is involved, ordering BEG to pay the costs of

the proceedings in favor of the defendants. BEG did not

resume the judgment before the Court of Rome within

the legal term of October 14, 2022 and therefore the pro-

ceeding was extinguished.

A short time later, on November 3, 2022, BEG resubmitted

the same claims for damages of the terminated proceed-

ing, serving a new writ of summons before the Court of

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 143

Milan against the same defendants, with the exception

of the Italian State, which BEG declared not to wishing to

agree to this judgement. Enel and Enelpower have pre-

pared their defenses to proceed with the appearance in

court in order to contest the claim, which is considered

entirely specious and unfounded, like the previous similar

initiative. Following the hearing for admission of evidence,

the Court issued an order on October 26, 2023 denying

the preliminary requests of the plaintiff and scheduled

final arguments for October 17, 2024, when the parties

exchanged their final briefs. With a ruling of April 7, 2025,

the Court of Milan rejected the plaintiff’s claims in their

entirety. In particular, the court found the claim against

Enel inadmissible, rejected the claim against Enelpower

on the merits, and ordered BEG to pay all the defendants’

legal costs. On May 9, 2025, BEG filed an appeal against

this decision before the Court of Appeal of Milan. On Sep-

tember 30, 2025, Enel and Enelpower joined the appeal.

On January 20, 2026, the Court of Appeal of Milan rejected

BEG’s appeal, confirming the first instance judgment in its

entirety and ordering it to pay the costs of the proceedings.

Proceedings undertaken by Albania BEG

Ambient Shpk (ABA) to obtain enforcement

of the ruling of the District Court of Tirana of

March 24, 2009

Italy

With an appeal notified on September 11, 2023, Albania

BEG Ambient Shpk (ABA) initiated a proceeding before

the Court of Appeal of Rome against Enel SpA and Enel-

power Srl, in order to obtain, pursuant to Article 67 of Law

218/1995, enforcement of the ruling of the Court of Tira-

na of March 24, 2009. The two companies have prepared

their defense to contest the claim for execution in Italy as

well. Following the initial hearing, the Court of Appeal ad-

journed the proceeding until September 18, 2025 for oral

arguments. Following this hearing, the Court of Appeal re-

tained the case for decision.

France

In 2012, ABA filed suit against Enel and Enelpower with the

Tribunal de Grande Instance in Paris (TGI) in order to ren-

der the ruling of the Albanian court enforceable in France.

On January 29, 2018, the TGI rejected ABA’s claim. In par-

ticular, the TGI ruled that: (i) the Albanian ruling conflicted

with an existing decision (the arbitration ruling of 2002) and

(ii) the fact that BEG sought to obtain in Albania what it was

not able to obtain in the Italian arbitration proceeding, re-

submitting the same claim through ABA, represented fraud.

Subsequently, with a ruling of May 4, 2021, the Paris Court

of Appeal denied the appeal by ABA, in full, upholding the

ruling at first instance and, in particular, fully upholding

the non-compatibility of the Albanian ruling with the ar-

bitration award of 2002, ordering it to reimburse Enel and

Enelpower €200,000 each for legal costs.

With a ruling of May 17, 2023 the French Cour de Cas-

sation rejected ABA’s appeal, thereby definitively denying

the ABA’s petition for execution.

Following the favorable ruling of the Court of Appeal,

Enel initiated a separate proceeding to obtain release of

the precautionary attachments (Saisie Conservatoire de

Créances) granted to ABA of any receivables of Enel in re-

spect of Enel France. With an order of June 16, 2022, the

Court of Paris ordered the release of the precautionary

attachments while also ordering ABA to pay Enel a total

of about €146,000 in damages and legal costs. ABA chal-

lenged the aforementioned release order and the appeal

was granted by the Paris Court of Appeal with a decision

of May 17, 2023. On June 16, 2023, Enel filed a petition and

on December 15, 2023 formally appealed that ruling be-

fore the French Cour de Cassation. On April 18, 2024, ABA

appeared in court, communicating the release of the pre-

cautionary attachments and requesting the Cour de Cas-

sation to terminate the proceedings due to the cessation

of the subject matter of the dispute. Enel opposed the

request for termination of the proceedings; the Court’s

decision on the matter is pending.

The Netherlands

In 2014, ABA filed suit with the Court of Amsterdam to

render the ruling of the Albanian court enforceable in the

Netherlands.

Following an initial ruling of June 29, 2016 in favor of ABA,

in a ruling of July 17, 2018, the Amsterdam Court of Ap-

peal upheld the appeal filed by Enel and Enelpower, ruling

that the Albanian judgment cannot be recognized and

enforced in the Netherlands, as it was arbitrary and mani-

festly unreasonable and therefore contrary to Dutch public

order. Subsequently, the proceeding before the Court of

Appeal continued with regard to the subordinate question

raised by ABA with which it asked the Dutch court to rule

on the merits of the dispute in Albania and in particular

the alleged tortious liability of Enel and Enelpower in the

failure to build the power plant in Albania. On December 3,

2019, the Amsterdam Court of Appeal issued a definitive

ruling in which it rejected any claim made by ABA, thereby

confirming the denial of recognition and enforcement of

the Albanian ruling in the Netherlands. Moreover, having

re-analyzed the merits of the case under Albanian law,

the Court found no tortious liability on the part of Enel

and Enelpower and ordered ABA to reimburse the com-

panies for the losses incurred in illegitimate conservative

seizures, to be quantified as part of a specific procedure,

and the costs of the trial and appeal proceedings.

144 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

On July 16, 2021 the Supreme Court completely rejected

ABA’s appeals, ordering it to reimburse court costs.

Luxembourg

In Luxembourg, again at the initiative of ABA, J.P. Morgan

Bank Luxembourg SA was also served with an order for

a number of precautionary seizures of any receivables of

both Enel Group companies in respect of the bank. In par-

allel ABA filed a claim to obtain enforcement of the ruling

of the Court of Tirana in Luxembourg.

Owing to a number of procedural delays, the proceeding

is still in the initial stages and no ruling has been issued.

In particular, after several legal representatives appointed

by ABA withdrew from the cause, on September 2023 the

court suspended the proceeding.

United States and Ireland

In 2014, ABA had initiated two proceedings requesting

execution of the Albanian sentence before the courts of

the State of New York and Ireland. Both proceedings end-

ed favorably for Enel and Enelpower on February 23 and

February 26, 2018, respectively. Accordingly, there are no

lawsuits pending in Ireland or New York State.

Kino arbitration - Mexico

At the outcome of the arbitration initiated by Parque

Solar Don José SA de Cv, Villanueva Solar SA de Cv and

Parque Solar Villanueva Tres SA de Cv (together, the

“Project Companies”) against Kino Contractor SA de

Cv (Kino Contractor), Kino Facilities Manager Sa de Cv

(Kino Facilities) and Enel SpA (Enel), in which the Project

Companies claimed the breach (i) by Kino Contractor of

certain provisions of the EPC Contract and (ii) by Kino

Facilities of certain provisions of the Asset Management

Agreement, both contracts relating to the solar projects

owned by the three plaintiff companies, on August 4,

2023, the final award was notified whereby the arbitral

court declared that it had no jurisdiction over Enel SpA

and, partially granting the claims of the Project Compa-

nies, ordered Kino Contractor and Kino Facilities (now,

Enel Services México SA de Cv - Enel Services) the pay-

ment of contractual penalties totaling approximately $77

million plus interest at a rate of 6% per year (the “arbi-

tration award”). Subsequently, Kino Contractor and Enel

Services brought an appeal for nullity of the arbitration

award before the Mexican Courts. The Project Compa-

nies have requested the recognition and enforcement

of the arbitration award. The proceeding is pending. On

June 27, 2025, the counterparty’s precautionary applica-

tion for the seizure of Enel Services’ and Kino Contrac-

tor’s bank accounts was rejected.

In December 2023, the Project Companies filed a suit be-

fore the Supreme Court of the State of New York against

Enel, in its capacity as guarantor of the obligations as-

sumed by Kino Contractor, to request payment due by

the latter under the provisions of the arbitration award.

This proceeding concluded with a favorable decision on

December 3, 2024, which fully recognized Enel’s defens-

es. Following the appeal filed by the Project Companies

in December 2024, the Court of Appeal referred the case

back to the Court of First Instance on December 9, 2025.

The proceeding is pending.

40. Future accounting standards

The following provides a list of accounting standards,

amendments and interpretations that will take effect for

the Company after December 31, 2025.

• “IFRS 18 - Presentation and Disclosure in Financial

Statements”, issued in April 2024. The new standard, re-

garding the presentation and disclosure in the financial

statements, will replace “IAS 1 - Presentation of Finan-

cial Statements”, introducing new requirements in order

to provide users with more relevant and transparent in-

formation, focusing on updates relating to the income

statement. In detail, the key concepts introduced by

IFRS 18 are related to:

• the structure of the income statement, requiring new

and specific subtotals;

• the requirement to determine the most functional

grouping for the presentation of expenses in the in-

come statement;

• the presentation in a single note within the financial

statements of disclosure on the management-de-

fined performance measures, corresponding to

subtotals of revenue and costs used in public com-

munications reported outside the financial state-

ments; and

• improved principles of aggregation and disaggrega-

tion of information.

The standard is effective, subject to endorsement, ret-

rospectively for annual periods beginning on or after

January 1, 2027. Earlier application is permitted.

• “IFRS 19 - Subsidiaries without Public Accountability:

Disclosures”, issued in May 2024. The new voluntary

standard allows eligible subsidiaries to apply reduced

disclosures. Subsidiaries are eligible to apply the stand-

ard if:

• they do not have public accountability; and

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Notes to the separate financial statements REPORT AND FINANCIAL STATEMENTS 2025 145

• their ultimate or intermediate parents prepare con-

solidated financial statements available for public use

that comply with IFRS.

The standard applies, subject to endorsement, for an-

nual periods beginning on or after January 1, 2027. Ear-

lier application is permitted.

• “Amendments to IFRS 10 and IAS 28 - Sale or Contri-

bution of Assets between an Investor and its Associ-

ate or Joint Venture”, issued in September 2014. The

amendments clarify the accounting treatment for sales

or contribution of assets between an investor and its

associates or joint ventures. They confirm that the ac-

counting treatment depends on whether the assets

sold or contributed to an associate or joint venture

constitute a “business” (as defined in IFRS 3). The IASB

has deferred the effective date of these amendments

indefinitely.

• “Amendments to IFRS 9 and IFRS 7 - Amendments to

the Classification and Measurement of Financial Instru-

ments”, issued in May 2024. The amendments include

new requirements intended to:

• clarify the date of recognition and derecognition of

some financial assets and liabilities, with a new ex-

ception for some financial liabilities settled through

an electronic cash transfer system;

• clarify and add further guidance for assessing wheth-

er a financial asset meets the solely payments of prin-

cipal and interest (SPPI) criterion;

• add new disclosures for certain instruments with con-

tractual terms that can change cash flows (such as

some instruments with features linked to the achieve-

ment of ESG targets); and

• update the disclosures for equity instruments desig-

nated at fair value through other comprehensive in-

come (FVOCI).

The amendments will apply, subject to endorsement, for

annual periods beginning on or after January 1, 2026.

• “Annual Improvements Volume 11”, issued in July 2024.

The document contains formal amendments and clar-

ification for existing standards. In detail, the following

standards have been modified:

• “IAS 7 - Cost method”; the amendment eliminates

the term “cost method”, no longer defined in IFRS ac-

counting principles;

• “IFRS 9 - Lessee derecognition of lease liabilities”; the

amendment addresses a potential lack of clarity re-

garding how a lessee accounts for the derecognition

of a lease liability by clarifying that any resulting gain

or loss should be recognized in profit or loss;

• “IFRS 9 - Transaction price”; the amendment removes

the reference in Appendix A of IFRS 9 to the defini-

tion of “transaction price” in IFRS 15, since the term

is used in a number of paragraphs of IFRS 9 with a

meaning that is not necessarily consistent with the

definition of that term in IFRS 15;

• “IFRS 7 - Gain or loss on derecognition”; the amend-

ment clarifies potential confusion arising from an

obsolete reference to a paragraph that was removed

from the standard when “IFRS 13 - Fair Value Meas-

urement” was issued;

• “IFRS 7 - Disclosure of deferred difference between fair

value and transaction price”; the amendment clarifies

an inconsistency between the standard and the related

implementation guidelines, which emerged when an

amendment, consequent to the issuance of IFRS 13,

was made to the standard, but not to the correspond-

ing paragraph of the implementation guidelines;

• “IFRS 7 - Introduction and credit risk disclosures”; the

amendment addresses potential confusion by clari-

fying how to apply the relevant application guidance

and simplifying some explanations;

• “IFRS 10 - Determination of a ‘de facto agent’”; the

amendment clarifies how an investor must determine

whether another person is acting on their behalf;

• “IFRS 1 - Hedge accounting by a first-time adop-

ter”; the amendment improves consistency between

hedge accounting requirements in IFRS 9 and IFRS 1.

Each amendment applies, subject to endorsement, for

annual periods beginning on or after January 1, 2026.

Earlier application is permitted.

• “Amendments to IFRS 9 and IFRS 7 - Contracts Referenc-

ing Nature-dependent Electricity”, issued in December

2024. The amendments aim to better represent the finan-

cial effects arising from certain contracts for the purchase

or sale of electricity from renewable sources (e.g. wind and

solar). Such contracts involve exposure to the volatility of

the underlying quantity of electricity because the source

of its generation depends on uncontrollable natural con-

ditions (e.g. weather conditions). Examples provided in-

clude both contracts for the purchase or sale of electricity

from renewable sources, often structured as long-term

agreements (i.e. physical Power Purchase Agreements,

PPAs), and financial instruments that refer to this type of

electricity (i.e. Virtual Power Purchase Agreements, VPPAs).

The amendments are as follows:

• the application of the “own use exception” to physical

PPAs is permitted if the company has been, and plans

to be, a net purchaser of electricity in the contract

period (i.e. purchases of renewable electricity suffi-

ciently offset any sales of unused electricity within

the same market);

• the application of hedge accounting is permitted

to Virtual PPAs (i.e. contracts that do not provide for

the physical delivery of energy and whose settle-

ment is based on the difference between the market

price of energy and the strike price provided for in

146 REPORT AND FINANCIAL STATEMENTS 2025 Notes to the separate financial statements

the contract) or to PPAs for which it is not possible

to apply the own use exemption. In particular, the

amendments allow a variable nominal amount of fu-

ture electricity transactions to be designated as the

hedged item, provided that this is aligned with the

estimated output of the specific generation plant

to which the hedging instrument refers. Moreover,

if the cash flows of the hedging instrument depend

on the occurrence of a designated forecast trans-

action, the latter is assumed to be highly probable;

• additional disclosure requirements have been intro-

duced to clarify the effects of such contracts on cash

flows and financial performance. In addition, specific

disclosures are required in the event of adoption of

the own-use exception.

The amendments apply for annual periods beginning

on or after January 1, 2026.

• “Amendments to IAS 21 - Translation to a Hyperinfla-

tionary Presentation Currency”, issued in November

2025. The amendments aim to define translation pro-

cedures in the event that the presentation currency

is the currency of a hyperinflationary economy. These

amendments apply if:

• the functional currency is the currency of a non-hy-

perinflationary economy and financial statement

amounts have to be translated into the currency of a

hyperinflationary economy; or

• the financial statement amounts of a foreign op-

eration, whose functional currency is the curren-

cy of a non-hyperinflationary economy, must be

translated into the currency of a hyperinflationary

economy.

The amendments, subject to approval, shall apply from

annual reporting periods beginning on or after January

1, 2027. Earlier application is permitted.

The Company is assessing the potential impact of the fu-

ture application of the new provisions.

41. Events after the reporting period

Enel places new €2 billion perpetual

hybrid bonds

On January 7, 2026, Enel SpA has successfully launched on

the European market new non-convertible, subordinated

perpetual hybrid bonds for institutional investors, denom-

inated in euros, for an aggregate amount of €2 billion.

The issue is structured in the following two series: a

€1,250 million bond with annual fixed coupon of 4.125%

to be paid until (but excluding) the first reset date of Jan-

uary 14, 2032; a €750 million bond with annual fixed cou-

pon of 4.50% which will be paid until (but excluding) the

first reset date of January 14, 2035. The issue totaled or-

ders of around €14 billion.

Enel launches a share buyback program

serving its 2025 Long-Term Incentive Plan

On January 12, 2026, implementing the authorization

granted by the Shareholders’ Meeting held on May 22,

2025 and the subsequent resolution of the Board of Di-

rectors, Enel SpA launched a share buyback program

for 3.2 million shares, equal to approximately 0.0315% of

Enel’s share capital.

The program ended on February 16, 2026 and was de-

signed to serve the 2025 Long-Term Incentive Plan for

the management of Enel and/or its subsidiaries pursuant

to Article 2359 of the Italian Civil Code, which was also

approved by the Shareholders’ Meeting on May 22, 2025.

As part of the program, Enel acquired a total of 3,200,000

treasury shares (equal to approximately 0.0315% of the

share capital) at the weighted average price of €9.1590

per share for a total of about €29 million.

Enel launches a new buyback program of up

to €1 billion

On February 22, 2026, the Company’s Board of Direc-

tors approved the launch of a new share buyback pro-

gram for a maximum total outlay of up to €1 billion and

a maximum number of shares in any case not exceeding

150 million, equal to approximately 1.48% of Enel’s share

capital.

The program, extending from February 23 to no later than

July 31, 2026, is aimed at providing shareholders with a re-

muneration in addition to the distribution of dividends as

a result of the cancellation of treasury shares purchased

for this purpose, and follows the previous share buyback

program, extending for the same purpose from August 1

to December 16, 2025, under which a total of 122,469,633

treasury shares were purchased for a total outlay of ap-

proximately €1 billion.

Both programs were approved in implementation of the

resolution of the Shareholders’ Meeting of May 22, 2025,

which authorized the Board of Directors to purchase and

subsequently cancel of treasury shares for a total outlay

of up to €3.5 billion and a maximum of 500 million shares

in the Company.

148 REPORT AND FINANCIAL STATEMENTS 2025 Declaration in respect of the financial reporting of Enel SpA

Declaration of the Chief Executive Officer and the

officer in charge of financial reporting of Enel SpA

at December 31, 2025, pursuant to the provisions of

Article 154-bis, paragraph 5, of Legislative Decree 58

of February 24, 1998 and Article 81-ter of CONSOB

Regulation 11971 of May 14, 1999

1. The undersigned Flavio Cattaneo and Stefano De Angelis, in their respective capacities as Chief Executive Officer and

officer in charge of financial reporting of Enel SpA, certify, also taking into account the provisions of Article 154-bis,

paragraphs 3 and 4, of Legislative Decree 58 of February 24, 1998:

a. the appropriateness with respect to the characteristics of the Company and

b. the effective adoption of the administrative and accounting procedures for the preparation of the separate finan-

cial statements of Enel SpA in the period between January 1, 2025 and December 31, 2025.

2. In this regard, we report that:

a. the appropriateness of the administrative and accounting procedures for the preparation of the separate financial

statements of Enel SpA has been verified through an assessment of the internal control system for financial re-

porting. This assessment was carried out with reference to the criteria set out in the “Internal Controls - Integrated

Framework” model issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO);

b. the assessment of the internal control system on financial reporting did not reveal any significant issues.

3. In addition, we also certify that the financial statements of Enel SpA at December 31, 2025:

a. have been prepared in accordance with the applicable international accounting standards recognized in the Eu-

ropean Community pursuant to Regulation (EC) 1606/2002 of the European Parliament and of the Council of July

19, 2002;

b. correspond to the information in the books and other accounting records;

c. provide a true and fair representation of the financial position, financial performance and cash flows of the issuer.

4. Finally, we certify that the Report on Operations accompanying the separate financial statements of Enel SpA at

December 31, 2025 contains a reliable analysis of operations and performance, as well as the situation of the issuer,

together with a description of the main risks and uncertainties to which it is exposed.

Rome, March 19, 2026

Flavio Cattaneo Stefano De Angelis

Chief Executive Officer of Enel SpA Officer in charge

of financial reporting of Enel SpA

Reports

Report of the Audit Firm REPORT AND FINANCIAL STATEMENTS 2025 169

KPMG S.p.A.

Revisione e organizzazione contabile

Via Curtatone, 3

00185 ROMA RM

Telefono +39 06 80961.1

Email it-fmauditaly@kpmg.it

PEC kpmgspa@pec.kpmg.it

ncona Bari Bergamo

Bologna Bolzano Brescia

Catania Como Firenze Genova

Lecce Milano Napoli Novara

Padova Palermo Parma Perugia

Pescara Roma Torino Treviso

Trieste Varese Verona

Società per azioni

Capitale sociale

Euro 10.415.500,00 i.v.

Registro Imprese Milano Monza Brianza Lodi

e Codice Fiscale N. 00709600159

R.E.A. Milano N. 512867

Partita IVA 00709600159

VAT number IT00709600159

Sede legale: Via Giovanni Battista Pirelli, 38

20124 Milano MI ITALIA

KPMG S.p.A.

è una società per azioni

di diritto italiano

e fa parte del network KPMG

di entità indipendenti affiliate a

KPMG International Limited,

società di diritto inglese.

(This independent auditors’ report has been translated into English solely for the convenience of

international readers. Accordingly, only the original Italian version is authoritative.)

Independent auditors’ report pursuant to article 14 of Legislative

decree no. 39 of 27 January 2010 and article 10 of Regulation (EU)

no. 537 of 16 April 2014

To the shareholders of

Enel S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of Enel S.p.A. (the “company”), which comprise the

statement of financial position as at 31 December 2025, the income statement and the statements of

comprehensive income, changes in equity and cash flows for the year then ended and notes thereto,

which include material information on the accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of Enel

S.p.A. as at 31 December 2025 and of its financial performance and cash flows for the year then ended

in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards

Board and endorsed by the European Union, as well as the Italian regulations implementing article 9 of

Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our

responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit

of the separate financial statements” section of our report. We are independent of the company in

accordance with the ethics and independence rules and standards applicable in Italy to audits of financial

statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our opinion.

Key audit matters

There are no key audit matters to report.

Responsibilities of the company’s directors and board of statutory auditors (“Collegio

Sindacale”) for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair

view in accordance with the IFRS Accounting Standards as issued by the International Accounting

Report

on Operations

Corporate

governance

Separate financial

statements

170 REPORT AND FINANCIAL STATEMENTS 2025 Report of the Audit Firm

Enel S.p.A.

Independent auditors’ report

31 December 2025

Standards Board and endorsed by the European Union, as well as the Italian regulations implementing

article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such

internal control as they determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the company’s ability to continue as a going concern and for

the appropriate use of the going concern basis in the preparation of the separate financial statements

and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless

the directors believe that the conditions for liquidating the company or ceasing operations exist, or have

no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the

company’s financial reporting process.

Auditors’ responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISA Italia will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain

professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the separate financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

control;

• obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the company’s internal control;

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors;

• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the company’s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditors’

report to the related disclosures in the separate financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our auditors’ report. However, future events or conditions may cause the company to

cease to continue as a going concern;

• evaluate the overall presentation, structure and content of the separate financial statements,

including the disclosures, and whether the separate financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

Reports

Report of the Audit Firm REPORT AND FINANCIAL STATEMENTS 2025 171

Enel S.p.A.

Independent auditors’ report

31 December 2025

We communicate with those charged with governance, identified at the appropriate level required by ISA

Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics

and independence rules and standards applicable in Italy and communicate with them all relationships

and other matters that may reasonably be thought to bear on our independence, and where applicable,

the measures taken to eliminate those threats or the safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that

were of most significance in the audit of the separate financial statements of the current year and are,

therefore, the key audit matters. We describe these matters in our auditors’ report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 16 May 2019, the company’s shareholders appointed us to perform the statutory audit of its separate

and consolidated financial statements as at and for the years ending from 31 December 2020 to

31 December 2028.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of

Regulation (EU) no. 537/14 and that we remained independent of the company in conducting the

statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the

additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance

with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation

(EU) 2019/815

The company’s directors are responsible for the application of the provisions of Commission Delegated

Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single

electronic reporting format (ESEF) to the separate financial statements at 31 December 2025 to be

included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express

an opinion on the compliance of the separate financial statements with Commission Delegated

Regulation (EU) 2019/815.

In our opinion, the separate financial statements at 31 December 2025 have been prepared in XHTML

format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion and statement pursuant to article 14.2.e)/e-bis)/e-ter) of Legislative decree

no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The company’s directors are responsible for the preparation of the reports on operations and on

corporate governance and ownership structure at 31 December 2025 and for the consistency of such

reports with the related separate financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to:

• express an opinion on the consistency of the report on operations and certain specific information

presented in the report on corporate governance and ownership structure required by article 123-

bis.4 of Legislative decree no. 58/98 with the separate financial statements;

Report

on Operations

Corporate

governance

Separate financial

statements

172 REPORT AND FINANCIAL STATEMENTS 2025 Report of the Audit Firm

Enel S.p.A.

Independent auditors’ report

31 December 2025

• express an opinion on the compliance of the report on operations and certain specific information

presented in the report on corporate governance and ownership structure required by article 123-

bis.4 of Legislative decree no. 58/98 with the applicable law;

• issue a statement of any material misstatements in the report on operations and certain specific

information presented in the report on corporate governance and ownership structure required by

article 123-bis.4 of Legislative decree no. 58/98.

In our opinion, the report on operations and the specific information presented in the report on corporate

governance and ownership structure required by article 123-bis.4 of Legislative decree no. 58/98 are

consistent with the company’s separate financial statements at 31 December 2025.

Moreover, in our opinion, the report on operations and the specific information presented in the report on

corporate governance and ownership structure required by article 123-bis.4 of Legislative decree no.

58/98 have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e-ter) of Legislative decree no. 39/10,

based on our knowledge and understanding of the entity and its environment obtained through our audit,

we have nothing to report.

Rome, 10 April 2026

KPMG S.p.A.

(signed on the original)

Davide Utili

Director of Audit

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Notice of ordinary and extraordinary Shareholders’ Meeting REPORT AND FINANCIAL STATEMENTS 2025 173

Notice of ordinary and

extraordinary Shareholders’

Meeting

An ordinary and extraordinary Shareholders’ Meeting is convened, on single call, on May 12, 2026, at 2:00 pm, in Rome, at

Via Dalmazia, no. 15, in order to discuss and resolve on the following

AGENDA

Ordinary part

1. Financial statements as of December 31, 2025. Reports of the Board of Directors, of the Board of Statutory Auditors

and of the Audit Firm. Related resolutions. Presentation of the consolidated financial statements for the year ended

on December 31, 2025 including the consolidated Sustainability Statement related to the financial year 2025.

2. Allocation of the annual net income and distribution of available reserves.

3. Authorization for the acquisition and the disposal of treasury shares, subject to the revocation of the authorization

granted by the ordinary Shareholders’ Meeting held on May 22, 2025. Related and consequent resolutions.

4. Determination of the number of the members of the Board of Directors.

5. Determination of the term of the Board of Directors.

6. Election of the members of the Board of Directors.

7. Election of the Chairman of the Board of Directors.

8. Determination of the remuneration of the members of the Board of Directors.

9. 2026 Long-Term Incentive Plan reserved to the management of Enel SpA and/or of its subsidiaries pursuant to Article

2359 of the Italian Civil Code.

10. Report on the remuneration policy and compensations paid:

10.1 First section: report on the remuneration policy for 2026 (binding resolution);

10.2 Second section: report on the compensations paid in 2025 (non-binding resolution).

Extraordinary part

1. Cancellation of treasury shares without reduction of share capital and consequent amendment of Article 5 of the

corporate bylaws; related and consequent resolutions.

The Chairman of the Board of Directors

Paolo Scaroni

174 REPORT AND FINANCIAL STATEMENTS 2025 Allocation of the annual net income and distribution of available reserves

Allocation of the annual

net income and distribution

of available reserves

Dear Shareholders,

the 2026-2028 Strategic Plan (presented to the finan-

cial community in February 2026) provides, with specif-

ic regard to the 2025 results, for the payment to share-

holders of a dividend equal to overall €0.49 per share,

to be paid in two instalments, through the payment of

an interim dividend scheduled for January and the pay-

ment of the balance of the dividend scheduled for July.

On November 13, 2025 the Board of Directors has ap-

proved, pursuant to Article 2433-bis of the Italian Civil

Code and Article 26.3 of the corporate bylaws, the dis-

tribution of an interim dividend for the financial year

2025 amounting to €0.23 per share, that has been paid,

gross of any withholding tax, from January 21, 2026.

The no. 133,601,075 treasury shares held by the Com-

pany as of January 20, 2026 (i.e. at the record date) did

not participate in the distribution of such interim divi-

dend. Therefore, the interim dividend for the financial

year 2025 actually paid to shareholders amounted to

€2,307,608,140.33, while an amount of €30,728,247.25

was earmarked for the reserve named “retained earn-

ings” in consideration of the number of treasury shares

held by Enel SpA. at the record date indicated above.

Taking into account the Enel Group’s results and in line

with the provisions of the 2026-2028 Strategic Plan,

the Board of Directors proposes the payment of a total

dividend for the entire financial year 2025 of €0.49 per

share, involving – in consideration of the amount of the

interim dividend already paid – the distribution of a bal-

ance of the dividend amounting to €0.26 per share (for

an overall maximum amount approximately, which takes

into account the number of shares into which the share

capital is currently divided, equal to €2,643 million, as

specified below), to be paid in July 2026.

Also taking into consideration that Enel SpA net income

for the financial year 2025 amounts approximately to

€3,068 million, a portion of the available reserve named

“retained earnings” (amounting, in the aggregate as of

December 31, 2025, approximately to €3,554 million) is

expected to be earmarked, also as balance of the divi-

dend, for distribution to Shareholders.

It should also be noted that, starting from the financial

year 2020, the Board of Directors authorized the issue

by the Company of non-convertible subordinated hy-

brid bonds with a so-called “perpetual” duration. Un-

der IAS/IFRS international accounting standards, such

bonds are accounted for as equity instruments and the

related interests shall be accounted for as an adjust-

ment to shareholders’ equity at the same time the pay-

ment obligation arises. In this respect, in the financial

year 2025, Enel SpA has paid to the holders of these

bonds an overall amount of €265,581,910.41.

In light of the above, and considering that the legal

reserve is already equal to the maximum amount of

one-fifth of the share capital (as provided for by Article

2430, paragraph 1, of the Italian Civil Code), we there-

fore submit for your approval the following

Report

on Operations

Corporate

governance

Separate financial

statements

Reports

Allocation of the annual net income and distribution of available reserves REPORT AND FINANCIAL STATEMENTS 2025 175

Agenda

The Shareholders’ Meeting of Enel SpA, having examined the explanatory report of the Board of Directors,

resolves

1. to earmark the net income of Enel SpA for the year

2025, amounting to €3,068,305,436.86, as follows:

(i) for distribution to:

• €0.23 for each of the 10,033,078,871 ordinary

shares in circulation on the ex-dividend date (con-

sidering the 133,601,075 treasury shares held by

the Company at the “record date” indicated un-

der this specific bullet point), to cover the interim

dividend payable from January 21, 2026, with the

ex-dividend date of coupon no. 43 having fallen

on January 19, 2026 and the “record date” (i.e. the

date of the title to the payment of the dividend,

pursuant to Article 83-terdecies of the Legisla-

tive Decree 58 of February 24, 1998 and to Article

2.6.6, paragraph 2, of the Rules of the Markets or-

ganized and managed by Borsa Italiana SpA) fall-

ing on January 20, 2026, for an overall amount of €

2,307,608,140.33;

• €0.045 for each ordinary share in circulation on

the ex-dividend date of July 20, 2026 (net of the

treasury shares that will be held by Enel SpA at

the “record date” indicated under point 3 of this

resolution), as the balance of the dividend, for an

overall maximum amount – which takes into ac-

count the 10,166,679,946 ordinary shares into

which the share capital is currently divided – of

€457,500,597.57;

(ii) for the reserve named “retained earnings”, an

overall amount of €265,581,910.41, to cover the

amounts paid in 2025, at the maturity of the re-

spective coupons, to the holders of the non-con-

vertible subordinated hybrid bonds with a so-

called “perpetual” duration issued by Enel SpA;

(iii) for the reserve named “retained earnings” the

remaining part of the net income, for an overall

minimum amount of €37,614,788.55, which might

increase consistently with the balance of the div-

idend not paid due to the number of treasury

shares that will be held by Enel SpA at the “record

date” indicated under point 3 of this resolution;

2. to also earmark for distribution to the sharehold-

ers, again as the balance of the dividend, a por-

tion of the available reserve named “retained earn-

ings” set aside in the financial statements of Enel

SpA (amounting overall as of December 31, 2025,

to €3,554,302,759.31), in the amount of €0.215 for

each ordinary share in circulation on the “ex-divi-

dend” date of July 20, 2026 (net of the treasury

shares that will be held by Enel SpA at the “record

date” indicated below under point 3 of this reso-

lution), for a maximum total amount – which takes

into account the 10,166,679,946 ordinary shares

into which the share capital is currently divided – of

€2,185,836,188.39;

3. to pay, before withholding tax, if any, the overall bal-

ance of the dividend of €0.26 per ordinary share (of

which €0.045 as a distribution of a portion of the re-

maining net income for the financial year 2025 and

€0.215 as a partial distribution of the available re-

serve named “retained earnings”) – net of the treas-

ury shares that will be held by Enel SpA at the “record

date” indicated here below – as from July 22, 2026,

with the ex-dividend date of coupon no. 44 falling on

July 20, 2026 and the “record date” (i.e. the date of

the title to the payment of the dividend, pursuant to

Article 83-terdecies of the Legislative Decree 58 of

February 24, 1998 and to Article 2.6.6, paragraph 2,

of the Rules of the Markets organized and managed

by Borsa Italiana SpA) falling on July 21, 2026.