Endesa, S.A. (BME:ELE)
Spain flag Spain · Delayed Price · Currency is EUR
38.09
-0.36 (-0.94%)
Apr 27, 2026, 5:35 PM CET
← View all transcripts

AGM 2020

May 5, 2020

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language] Buenos días.

Good morning, dear shareholders. I would like to thank you all for your remote participation, and first of all, I would like to welcome you to this event in the name of the Board of Directors and in my own name. First of all, I need to refer to the health crisis that we're experiencing in the last few weeks, and I would like to share my support, the support of the Board of Directors and of our employees, to everyone affected by COVID-19, people who are ill, healthcare staff, and all their relatives. Also, our recognition to those who have been with them, taking care of them and keeping them company. These messages are especially for those who have suffered the virus. Our colleague, Juan Ramón Sánchez Fernández, passed away, and I would like to share our condolences with his family.

We trust the quick recovery of the colleagues of Endesa who are currently affected by the virus. In the face of this health crisis, from Endesa, we want to help economically and socially, and we're doing so like the CEO will tell us about next. This is a time for everyone to join forces to fight COVID-19. It is also our responsibility to protect the health of our employees, customers, suppliers, and shareholders. These are the circumstances that force us today to celebrate the General Shareholders' Meeting, or GSM, remotely, without the physical presence of shareholders. Endesa has chosen not to delay the GSM so that we don't damage shareholders. Additionally, we'd like to highlight that the agenda of the GSM hasn't had any modifications due to COVID.

The current technology helps us celebrate this GSM with the online presence of many of the shareholders through the channel labeled on our website. I'd like to thank everyone who is with us today remotely. Likewise, just like every year, electronic voting and delegation has been available for shareholders. It is now right to proceed to comply with the legal requirements to validly constitute this GSM. I'll give the floor to the secretary, who together with me will hold the organizational powers that are foreseen in the board regulation.

José Bogas Gálvez
CEO, Endesa

[Foreign language] Presidente. Buenos días, señoras y señores accionistas.

Thank you very much, Mr. Chairman. Good morning, ladies and gentlemen. It is clearly stated that this meeting is held through telematic means and for all legal purposes is considered to be held in Madrid at Endesa's registered office, located at Calle Ribera del Loira, 60. At 12:30 P.M. on May the 5th, 2020, this meeting is held on a single call, as convened by the board meeting on March the 20th. The announcement of the call of meeting was published on the 27th of March, 2020, in the Official Gazette of the Mercantile Registry of Madrid, as well as in the company's web page and in the web page of the National Securities Market Commission. Therefore, it's considered to have been duly referred for all purposes.

Likewise, on April the 28th, it was reported that, taking into account the extension of the state of alarm approved by Royal Decree 492/2020 of the 24th of May, whereby the state of alarm is extended, whereby it is also maintained that restrictions to the freedom of circulation of people with the purpose of protecting the health of shareholders, employees, directors, suppliers, and all people involved in the preparation and holding of this meeting, this meeting was going to be held exclusively through telematic means. The Board of Directors has also agreed to request the attendance of a notary public. For these purposes, Mr. Francisco Javier Gardeazábal del Río, Notary Public of Madrid, is in attendance, and he shall be in charge of drawing up the minutes of this meeting.

The resolutions drawn up by the Board of Directors, according to the items on the agenda and the relevant reports, have been made available to shareholders personally from the official announcement of the call to meeting in the company's web page on an uninterrupted basis, and it's also made available to all the shareholders who are connected remotely through the telematic attendance app that you are using. Therefore, all that information is considered to have been duly read for all purposes. On the other hand, there is an independent expert who is currently reviewing the compliance with the core procedures and the holding of this meeting that includes the review of the voting and proxy procedure. Of course, some final controls are still pending. However, we can say that the settings and procedures applied by Endesa are totally pursuant to current legislation.

On the other hand, we should mention that a faithful electronic disclosure service provider has verified from the publication date of the meeting up until 10:00 A.M. this morning that all the documents have been timely published in Endesa's web page. Such documentation has remained available on the company's web page on an uninterrupted basis. They can also be downloaded and printed, and they have remained unaltered. On the other hand, the list of items is prepared according to some IT support as to Section 98 of the regulations of the Mercantile Registry.

We can see that the quorum is as follows: shareholders that are considered to be in attendance by law, not physically in attendance, but considered in attendance by law: 47 shareholders that account for 17,624 shares. As for post-record respondents, 76 shareholders that account for 17,822 shares representing 0.001623% of the share capital. Then telematic attendees that are 9 that account for 742,382,000 shares, shareholders accounting for 71.1186% of the share capital. There are 2 shareholders in attendance in the room accounting for 3,770 shares accounting for 0.0004% of the share capital. So we can consider that the 134 shareholders that are in attendance accounting for approximately 742,000,000 shares accounting for 74.230% of the company's share capital. As for the shareholders considered to be represented by proxy account for 0.0004% of the share capital. As for voting by proxy, 1,089 shareholders accounting for 15.0454% of the share capital.

All in all, we can speak of 1,470 shareholders accounting for 903,415,472 shares accounting for 85.3283% of the share capital. Therefore, all in all, there are in attendance 1,470 shareholders, all in all 903,415,472 shares that account for 85.3283% of the company's subscribed share capital with voting rights. There is therefore sufficient quorum in order to consider this GSM validly convened and in order to address all of the items on the agenda. As for telematic attendance, this is also part of the quorum, and all in all, there are nine shareholders that are part of that quorum.

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language]

Thank you. Having seen the data given by the secretary, we confirm the compliance of the necessary requirements for validly constituting the GSM in a single session so that we may decide on all the points in the agenda. The voting channel for shareholders who join us remotely will be available until the secretary finishes reading the proposed agreements. The executive table is integrated by members of the Board of Directors, the people present in the auditorium, and the people connected remotely to the GSM. We give the floor to the notary public. Thank you. Pursuant to Article 101 of the Mercantile Registry Regulations, I say that I have been required to come to this GSM to draw up the minutes of this meeting.

I am present in the auditorium of the head office of Endesa, and I have checked that the meeting has been called in agreement with the legal requirements. I have checked that the remote means in real time used by the members of the board of directors who are part of the executive table and who are not physically present guarantee appropriately the constitution of the GSM. Last, if there is any reservation or protest against the date exposed in the valid constitution of the GSM, please state so now by using the remote assistance app so that we can make a note of that. Having checked the information, there are no reservations, dear President.

José Bogas Gálvez
CEO, Endesa

[Foreign language]

Please go ahead, Mr. Secretary. Thank you very much, Mr. Chairman. Pursuant to the company's bylaws, and according to the GSM regulations, shareholders have been able to request all necessary information and clarification with regard to all the matters included in the meeting, as well as all the information that was made available by the company to the National Securities Market Commission since the last GSM and/or with regard to the auditor's report. Given the characteristics of this meeting that is carried out through telematic means, shareholders have been provided with an IT application in order to attend this meeting telematically and in order to allow shareholders to exercise their right of access to information in writing. For that reason, during this GSM, the floor will not be open for discussion as usual.

However, this GSM will be submitted all the questions or all the requests for information posed by shareholders between 9:00 A.M. this morning and 12:00 P.M., all of these pursuant to the Companies Law and the regulations of this GSM. We will also try to address all those questions during this GSM. If not, we shall address all those inquiries in the next seven days pursuant to law. Mr. Chairman, please.

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language] Señoras y señores.

Dear shareholders, even though in the exceptional circumstances that force us to celebrate this general meeting, this ordinary GSM remotely, it is a great satisfaction to be before the shareholders of Endesa for the first time after my appointment as the President of the Board of Directors. COVID-19 is representing a social challenge for Endesa and its foundation. There have been given important resources to try to contribute to the response of our health system before the pandemic, as well as to care for different needs of the most vulnerable groups. I should highlight the initiatives and voluntary contributions of Endesa's employees, and we are proud of their actions. The CEO will explain in his speech the detailed scope of our Public Responsibility Plan that represents a materialization of the social responsibility of Endesa.

The continuous declarations of the state of alarm have taken us to adopt organizational measures adapted to that new framework, and inspired mainly by the protection of health of everyone inside Endesa, and we will keep applying these measures to protect the health of everyone related to the company. I just can't praise enough the essential work that has been done by the staff of Endesa devoted to essential tasks. The security and safety and continuity of supplying its adaptation to demand provoked by the pandemic have represented a factor of stability for the whole community. Endesa is a reliable company that has met the targets set for 2019. We have made energy transition our priority action criterion.

In that process, Endesa has adopted decisions as difficult as decommissioning some of our coal power stations, a process where the idea of ensuring a fair transition links our stakeholders, public and private, and that in Endesa we take on by considering all the different interests at stake. The labor, health, and safety of our workers and collaborators of Endesa constitute a permanent concern. That's why we regret the fatal accident that happened in November 2019 at the power station of Cíjara that took the life of our colleague Jorge Uría Morales, and I share with his family our condolences and solidarity. The negotiation of the Fifth Framework Convention led to its signature on the past 23rd of January 2020.

The consideration of the interests of our shareholders and a good financial situation lead us to suggest, with the implication of the results of 2019, distribution of a total gross dividend of EUR 1.475 per share. Determining the social and economic effects of COVID-19 for 2020 represents a remarkable uncertainty, and the analysis in that regard should be paired with caution and checking the macroeconomic estimates that have been published. Anyhow, we're prepared to act in a society and an energy market that are very different to the ones we knew just a few months ago. The European Union seems to be close to reaching the essential agreement on the financial tool to face this challenge. Our response must be coherent and proportional with the seriousness of the diagnosis, and there must be so not just financially, but also by reinforcing the common lines of action, solidarity, and support.

Within this European framework of restructuring, it will be the role for Spanish institutions to design and apply measures that contribute to promote the recovery of our economy, allowing especially the electric sector gets confirmed as one of the main stakeholders to reach that target. Endesa has been preparing the return to social activity and economic activity by keeping as a priority the protection of the health of our employees, which will also represent a benefit for everyone who relates to Endesa. Regarding the corporate governance of Endesa, we have a consultative model based on the features of our company that aims to be a reference point regarding transparency and sustainability.

We're always ready to embed best practices through the appropriate modifications of our provisions, such as the case of the regulation of the Board of Directors and the corporate governance policy, where we have included the non-executive character of the president and the limitation of mandates for the opposition. Also, the internal regulation of conduct in the securities market and the insurance markets, the recruitment policy taken to the Board committees, the diversity policy, the adaptation and implementation of onboarding programs to new directors to allow them from the start to have full participation in the functioning of the board. Regarding compensation, the remuneration policy has included the incorporation of executive Board members or top managers, the contracts corresponding to payments for their contract resolution. We respect the limit of two years of the total and annual compensation.

Endesa has not followed the recommendation to have an appointments committee and then a remuneration committee. The explanation is based on our own experience. If you take into account the makeup of those committees, where the majority of independent board members would be identical, it doesn't seem reasonable to separate those committees, especially when the functioning of our Appointments and Remuneration Committee has allowed us to coordinate things such as the assessment and determination of compensation. Likewise, as stated in the explanatory report of the modification of bylaws, we propose to the GSM the approval of statutory norms that include creating a new Sustainability and Corporate Governance Committee that approaches all the matters that appear regarding sustainability. In that committee, that committee should hold the powers regarding the advice in corporate governance. Regarding the resignations, on September 11, 2019, Mr. Enrico Viale resigned as a board member of the company.

On January 15, 2020, for personal reasons, Ms. Helena Revoredo Delvecchio also resigned in the Board of Directors. I would like to thank them both for their dedication and effort. To this GSM, we suggest the appointment of several board members. First, ratification of the appointment by cooptation and re-election as an independent director of Mr. Antonio Cammisecra and the appointment as new independent board members of Ms. Eugenia Bieto Caubet, Ms. Pilar González de Frutos, and Ms. Alicia Koplowitz y Romero de Juseu. The shareholders have had the reports appropriate to each board member that we suggest here, and the board understands that these are people with qualified business and professional profiles whose addition would contribute to a better functioning of the Board of Directors. The profiles are complementary to the current members of the board.

The addition of three new female board members also fits into the target of Endesa to have at least 30% of female board members in its board. If approved, Endesa will have a majority of independent board members representing 61.54% of the board members, complying therefore with the most demanding standards in that regard. Regarding sustainability, in Endesa management, we aim to keep being a sustainable company. We want to keep aligning values and interests under a long-term perspective. Sustainability represents that we will care for the big targets in energy, aligning the groups of interest that do participate in our activity that become a source of economic value creation. COVID-19 has promoted in Endesa a strategic reflection devoted to analyze the effect that the current crisis may have for energy transition and for fighting against climate change.

In these few months, we have seen a series of events that confirm not only that energy transition is still a current issue, but also that leaving the current crisis depends in good measure on accelerating that process. Continued advancement in digitalization is a need backed by the way in which companies and our customers have related in these months. The teleworking option has opened its way in a decisive manner within Endesa. Same thing will happen with the electrification of homes and companies and in the relevant subject of urban mobility. Endesa has decided to confirm its strategy in that direction and contribute therefore to economic recovery.

We have an ambitious investment plan for the period 2020-2022 that will benefit all the stakeholders of Endesa and that will represent and respond to the capacity of investment that our company keeps from the liquidity available and the goodwill we have. I have said that Endesa is a reliable company, and we will keep being so in these difficult times, and we're aware that our strategy, activity, and investments will not just continue favoring our stakeholders, but also will be embedded in the project of social and economic recovery. To do so, we count on this ability that comes from belonging to the Enel Group.

I would like to finish by thanking all the shareholders for the trust towards the board of directors, and I express also that I extend also that gratitude to our employees that have responded to the different challenges that Endesa has had last year and also in the face of COVID-19. Finally, I'd like to especially mention the performance of our management team directed by the CEO, José Bogas, to whom I give the floor. Thank you very much.

José Bogas Gálvez
CEO, Endesa

[Foreign language]

Thank you very much, Mr. Chairman. Dear shareholders, welcome, and thank you very much for attending Endesa's general shareholders' meeting. This GSM is being held 100% by telematic means for the first time in our history due to the current situation arising from the health crisis we are still experiencing and due to the state of alarm decreasing in force. This is also a different GSM for several reasons. First and foremost, because we are starting to leave behind the worst health crisis that we have experienced in the past 100 years. Second, because this health crisis has and will have a huge economic impact on the life of our customers and on the business fabric. And thirdly, because I would like to highlight that Endesa has faced this challenge with determination and strength.

We have proved our leadership capacity to resist, and we have been working for many weeks on action plans that are intended to contribute to the country's economic growth. We want to be key in rebuilding the economic and social fabric and economic recovery. We shall act in a manner commensurate with our leadership in the energy sector. We have a clear-cut priority. It is absolutely necessary to restore the productive fabric that has been damaged and recover thousands of people that have been affected by this crisis. This is critical in order to attain a solid economic way out. This GSM has a clear agenda, and I shall address that shortly.

Let me now highlight also last year's fiscal milestones, but before that, I would like to refer to some of the key aspects of the health crisis that we have been experiencing, and that, well, little by little, we are leaving behind thanks to the ethical and moving effort made by society at large. This has been a joint effort in which health professionals, the state security, corps and forces, the professionals of essential services, teachers, non-governmental organizations, volunteers, citizens, and companies played a key role. So, my most sincere acknowledgment and gratitude to all of them for the work done and that they continue to perform. I would also like to make a special and heartfelt mention to Juan Ramón Sánchez Fernández, a colleague of ours that passed away a few weeks ago due to coronavirus.

I would like to associate myself to the condolences conveyed by our chairman. I would also like to send some warm words to those employees who are still convalescent. To all of them, we wish them a quick recovery. In this complex context, I must and I wish to highlight Endesa's key role in fighting this crisis, and what has that role been, albeit evident, as I highlighted. It has been ensuring the supply of energy for everything to work. This has been possible thanks to the effort and professionalism of an extraordinary human team that has worked under unusual conditions, a team that has guaranteed and that continues to warrant that all hospitals, health centers, households, industries, and services can keep on performing their activities. My heartfelt gratitude to all of them.

Never has something so essential and ordinary in our work been so important in society at large. Over 2,400 people have been working in the field, and virtually 7,000 people have been working remotely in order to maintain our company operational, providing the service that our customers expect and need while alleviating the health and humanitarian crisis we have all suffered. For that reason, on March the 29th, we announced the creation of a fund of EUR 25 million, and we also set into motion a Public Responsibility Plan in order to provide materials, services, equipment, and infrastructure to fighting against COVID-19. This plan consists of three pillars. First, the donation of materials and services.

We put our logistics and procurement capacity into this plan, as well as the qualified staff and necessary equipment in order to provide protective equipment to health staff, public service staff, including face masks, FFP2 masks, as well as PPEs. We also provided instruments in order to assist hospitalized patients, specifically respirators, radiological equipment, among other instruments. The second pillar is to ensure special energy supply conditions to nursing homes, hospitals, and medicalized hotels. We made available to the public services our capacity as an energy supplier of health facilities with distributed equipment, and we assigned staff in order to secure energy supply in makeshift hospitals and medicalized hotels. We also guaranteed free supply during the state of alarm to medicalized hotels that are Endesa's customers.

The third pillar has to do with economic donations to institutions, bodies, and health centers in order to cover the especially serious basic needs previously identified. I should also highlight, acknowledge, and thank the altruistic and spontaneous response by thousands of Endesa employees that have fostered initiatives, donations, and campaigns. A significant contribution that has made it possible to provide materials to health staff, to support initiatives in nursing homes, to alleviate the pain and suffering of so many families that went through difficult times or lost their beloved ones. Let me convey my deepest sympathy to all of them. Dear shareholders, we are stepping into a different context that brings uncertainty as to the depth of the crisis and the recovery times, a context that also brings about some needs and certainties that we must address with determination and steadily. We, I can assure you, are on it.

These needs have to do with deep reforms that the governments of all countries, including the government of Spain, must carry out in order to rebuild key productive fabric elements, to regain trust, to create jobs, and to attract investment. We are now analyzing a special energy transition acceleration and national commitment plan, and should the circumstances allow, we expect to implement such a plan shortly. Ladies and gentlemen, if prior to being struck by the COVID-19 crisis, we all knew that there was no other pathway but that of sustainability and that commitment with the societies in which we operate. This experience must be a lesson that we should not forget. Companies like Endesa have already rethought our role in society and our business targets in line with an environment that is clearly marked by the threat of climate change.

Today, in addition to ratifying our commitments, I can assure you, and I do, that sustainable development will be at the core of our activity. And before we deal with the topics of this GSM as such, let me simplify my previous statement by sharing with you a common goal that stems directly from our strategic plan. In 2022, we shall be the cleanest integrated electricity company with the lowest emissions in the Iberian Peninsula. Our strategic plan is geared to complying with the UN Sustainable Development Goals, specifically to attain mainly SDG 13, that is to take urgent action to combat climate change and its impacts. Ladies and gentlemen, I shall now outline the highlights of our management during fiscal year 2019, and I will throw some light on the topics that we will submit to approval by this GSM.

One more year, we have attained results above the target set. We are in the best position to face the challenges of decarbonization and digitalization. Decarbonization and digitalization are unchangeable drivers in creating value to shareholders, customers, communities where we operate, and for all those who work at or for this company. We are very aware of our responsibility in society, and we also know how important it is to place our business sustainability at the center of our actions. Before I refer to Endesa's economic and activity data during 2019, let me outline which were, in my opinion, the key milestones of the past fiscal year, of which I feel personally proud. First of all, one more year, we continue to be leaders in Spain. We are the key network operator. We are the main electricity generator.

We continue to have the largest retail customer base despite increased competition, and we are the number one investing energy company in Spain. One more year, we have exceeded the company's strategic plan targets. 2019 stands out for the good management of the deregulated business that, coupled with the stability of the regulated business and a cost control policy, has enabled us to increase our net ordinary profit. Thirdly, 2019 was the year of the end of political uncertainty after the implementation of a new government in Spain, and with this new government, there are many political and regulatory decisions that should foster success in attaining the economy's decarbonization goals. The promotion of these measures can only be performed through stability and democratic normality in order to face the underlying challenges successfully.

Like every year, I would like to highlight Endesa's commitment with the health and safety of all of the company's workers, as well as that of our suppliers and contractors in our value chain. This year, the accident rate went down once again. They are better once again, which shows the work and efforts made. However, we should not feel satisfied because, unfortunately, we have to regret a fatal accident at the Cíjara Hydraulic Power Station in the province of Badajoz, where Jorge Uría Morales, one of our colleagues, passed away. I would like to dedicate some warm words in his memory and thank his family and the love of all those who work at Endesa. In 2019, we realized the first tangible results, even more so of Endesa's global transformation, in order to provide a more renewable mix. 59.2% of Endesa's generation is already CO2 emission-free.

We have also increased by 211% our investment in renewable energies during the past fiscal year. We have been one of the fewest companies fitted into the system or the power awarded in 2017 auctions, specifically 879 megawatts. Also, in 2019, we shut down groups one and two of the Alcúdia Coal Power Plant in the Balearic Islands, and we also requested the shutdown of important coal plants in the peninsula, in addition to the shutdown of the national coal plants. And in this respect, I would like to highlight two aspects. Endesa pursues the firm commitment of rebuilding those geographical areas that have meant so much, both for the company as well as for the local communities, for decades. It has so been foreseen in our voluntary reconversion plans.

Next, we have also adapted our balance sheet to the current circumstances by allocating provisions to cease these activities while preserving, at the same time, a dividend payout policy in line with our business strategy and also in line with our balance sheet strength, which continues to be one of the most appealing ones in the sector. Fiscal year 2019 was a good year for Endesa. It was good for all of you, the shareholders. It was good for employees at large, if we bear in mind that after many months, we have been able to reach an agreement that is suited to the current times and to what society, where Endesa provides services, expects, and it's even more positive given the current circumstances arising from the COVID-19 crisis.

It has also been positive for our customers that continue to be at the core of everything we do and to whom we continue to target our innovation and offerings, which are increasingly more digitized and also more attractive, in our opinion. Dear shareholders, these good news and such good results have been attained in a very complex scenario. Let me now provide you with some of the highlights of the context in which we perform Endesa's activity 2019, which was characterized by a significant drop in electricity demand, 2.7% in adjusted terms. The reasons were basically two: mild temperatures over the period and the slowdown of economic activity in general that has affected energy demand by households and large companies. On the other hand, 2019, there was also an increase in the price of CO2 rights, while the price of gas plunged as we didn't see in many years.

So this change in the situation of commodities, coupled with the increase of renewable production, has caused the importing coal power plants to experience a strong loss of competitiveness and production. This has been the reason, together with the firm commitment of accelerating our mixed decarbonization, because in view of the circumstances, in September last year, we announced that we were going to anticipate the discontinuity of these power stations, which forced us to carry out the relevant accounting adjustments. So in addition to these impairments from coal plants, we should add the one from non-peninsula systems due to the regulated compensation review carried out by the ministry for the 2020-2025 period. This compensation has been significantly cut, which, as I will explain shortly, has led us to also carry out the relevant accounting adjustment.

As for Endesa's activity levels, the peninsular electricity production during 2019 reported a reduction of 19% as a result of some falls in hydraulic and coal outputs that resulted in negative variations of 31% and 72%, respectively. As I mentioned before, CO2 emission-free technologies have accounted for virtually 60% of the company's generation mix, surpassing by 20% the 49% reached in 2018. All this, therefore, brings us close to our decarbonization goal and, on the other hand, shows our degree of commitment with the national goals. All in all, during the period, Endesa reached market shares of 18.3% with regards to peninsular generation, 44.1% with regards to distributed energy, and 34.1% with regards to electricity sales. All such figures confirm, one more year, that we are the leading company in the electricity sector in Spain.

I would like to highlight that we are about to reach six million customers in the deregulated electricity market, and we have recorded an increase of 1.8% throughout 2019 in a highly competitive context. In Portugal, we are the second operator with a share of more than 16% in the free electricity market and more than 330,000 points of supply. Finally, with a share of 15.6% among customers in the deregulated gas market and with more than 1.6 million customers, we consolidate ourselves as the second gas company in Spain. All these operational data are the foundations of the company's economic and financial results, which, once again, exceed our commitment. The company's EBITDA reached EUR 3.841 billion, up 6% vis-à-vis 2018, mainly thanks to the management of the deregulated market with an EBITDA increase in this business segment in the amount of 22%, up to EUR 1.475 billion.

Accounting adjustments, the ones that I mentioned before, that total EUR 1.9 billion as a result of the request for the shutdown of the coal power plants and the reduction of non-peninsular generation compensation are reflected in the company's average and net profit. However, such adjustments that reflect Endesa's transformation process have no impact on the company's dividend payout policy, which, as you know, is marked by the company's net ordinary profit that in 2019 went up by 3%, reaching EUR 1.562 billion. A good example of the company's economic performance is Endesa's operational cash flow, reaching EUR 3.11 billion in 2019, that is 31% higher than the one reached in 2018, reaching, therefore, a record high, mainly due to high results over the period and a significant improvement in the company's working capital.

The net financial debt went up by EUR 607 million, up to EUR 6.377 million vis-à-vis the one reported as of December 31, 2018. However, the net debt-to-EBITDA ratio was only 1.7 times, which provides the company with much leeway in order to face a major transformation and investment process in the area of renewable energies, distribution, and digitalization that Endesa has decided to undertake to fulfill its strategic plan and its energy transition goals. Net investments stood in 2019 at EUR 1.87 billion, with a 48% growth, mainly due, as I mentioned before, to the effort that the company is carrying out to develop new wind and photovoltaic power, as well as in the area of digital transformation.

In November, the Board of Directors of Endesa agreed to distribute to its shareholders an interim dividend against 2019 results in the gross amount of EUR 0.70 per share, the payment of which resulted in an outlay of EUR 741 million settled on January 20, 2020. The proposal for the distribution of results of 2019 that the Board of Directors of Endesa has submitted for approval by the GSM will consist in the distribution to shareholders of a total dividend for a gross amount of EUR 1.475 per share. All in all, the company's dividend payout proposal represents an increase of 3% over the dividend against 2018 results, taking into account the dividend paid in 2019 against 2018 results and the reevaluation of the share price during the period, that is to say, as of December 31, 2019, the return for shareholders reached 25.3%.

Dear shareholders, these results once again exceed the forecasts under our strategic plan. This plan was updated in November last year for the 2020-2022 period. This plan, even under the current circumstances, is reaffirmed and upheld by the company as proof of our commitment with the country. Let me now outline the highlights of this latest update of our strategy. Therefore, the decarbonization of our generation will contribute to secure supply, demand electrification, placing the customer at the center of our work, the development of efficient and smart networks, and continuous progress in digitalization as the best way to serve customers and also to contribute to efficiency in the generation of new businesses. The strategic plan fosters all such pillars. We increased our net CapEx projections for the 2019-2022 period from EUR 6.4 billion to EUR 0.77 billion.

That is to say, we're talking about EUR 1.3 billion more that have been allocated almost fully to develop renewable assets in 2022, were foreseen to twofold the renewable output of 2019. This, together with the final shutdown of all the activities related to coal power, enables us to accelerate our objectives of decarbonization and to become, as I mentioned at the beginning of my address, the cleanest integrated electricity company with the lowest emissions in the peninsula. As I mentioned before, over 59% of our production in 2019 was emission-free, which places us in a comfortable position to reach 75% by 2030 and 100% by 2050. As a matter of fact, I'm convinced that our investment pace, technological advance, and our determination will enable us to keep on exceeding these targets year after year.

By way of example, the new strategic plan foresees an increase in the installed renewable capacity of approximately 40% until 2022. As for smart grids, we have increased our net investments by 11% compared to the 2018-2021 period, seeking the robustness and flexibility required in order to accommodate the great many changes of the energy transition process. We continue to focus on digitalization as a key pillar in our strategy with regards to the relationship with our customers and to reach cost efficiency. Our net investments and digitalizations under the strategic plan total EUR 1.3 billion, which we believe will contribute to the EBITDA growth by 2022 by 25%. And we continue meeting and anticipating the needs of our customers in this process of electrification and digitalization of electric power demand.

To this end, we confirm our trust in Endesa X, a project in which we are focusing all of our innovation and, as part of which, in connection with electric vehicle charging, we expect to multiply by seven recharging stations by 2022, reaching 36,000 points. We also estimate to grow about 27% in respect of the number of e-Home customers over the strategic plan. Dear shareholders, based on these strategic pillars, once completed and once we approve the new or once the new compensation framework is approved for the 2020-2025 period, we trust that the stability of the regulated market, the good management of the deregulated market, and our commitment with efficiency and cost control through digitalization, all these will enable us to be an ever more sustainable company while improving our bottom line and eventually the profitability that we propose.

As part of the update of the strategic plan and as a result of our investment process, we foresee an increase in EBITDA by 13% and an increase in the net ordinary profit by 19% until 2022. This plan will enable us to maintain an appealing dividend payout policy, even though consistent with the need of making the investments needed to make the business sustainable and profitable, not only in the short term but also in the medium and long term. We shall maintain our commitment of distributing 100% of the ordinary net profit during fiscal year 2020, 80% in 2021, and 70% in fiscal year 2022. So you may find in Endesa and in its new strategic plan a guarantee of soundness, profitable innovation, and fulfillment of all of our commitments with you.

As I mentioned at the beginning of my address, we are now working on a plan that could substantially accelerate these investments should the circumstances allow, provided that the necessary regulatory and tax measures are taken to facilitate such execution. We want to be and we shall be one of the key economic growth drivers and job and wealth creation in Spain's after-pandemic scenario. Dear shareholders, as you can see, we can call an excellent plan for the future. The new government of Spain means the confirmation of the new National Energy and Climate Plan. We are aligned and committed to this plan because it's an ambitious plan and also because of the modernization possibilities it entails for Spain. Now, the difficult part comes because now we have to implement a national plan that faces many challenges.

We're talking about a pathway in which there are many uncertainties but also many opportunities to carry out a deep transformation of our model, a model that is decarbonized where we will play a key role. Ladies and gentlemen, I would like to close my address by extending my appreciation and congratulating the 10,000 people who make up the great family of Endesa's active staff. Their talent, dedication, professionalism, and effort make it possible that one more year I appear before you with satisfaction in the work done, presenting positive results that maintain and strengthen our leadership position and that are apt to the trust you place in our management with a sound, viable, and ambitious strategic plan that is at the foundation of our work to keep on building future successes and that make us the spearhead of energy transition in Spain.

I would also like to thank the work performed by the Board of Directors that is today in attendance through telematic means. I would also like to welcome, should she ratify the decision, to the three new independent female directors and a special appreciation to our reference shareholders that is here represented by Mr. Francesco Starace, Enel CEO and Vice President of Endesa, as well as our chairperson, Ms. Patrizia Grieco, to whom I would like to thank on behalf of Endesa for her outstanding work as chairperson of Enel, and we expect her to continue serving as director for our company. We are proud, and we are also comfortable belonging to the most powerful energy group in Europe and one of the most powerful in the world.

We are also very proud of keeping Enel's interest in us and of being up to the requirements of a group such as Enel. Ladies and gentlemen, we have a project for Endesa that will continue to be a source of value and a good refuge for your investments. I appreciate your confidence. Thank you very much.

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language] Dándole las gracias.

We'd like to thank the CEO for his speech. Next, the secretary will convey the information requests from the shareholders that have been received remotely. Thank you, dear President. Now we proceed to sum up in a comprehensive manner the information requests. There are just two things. There are a couple, well, if there are any valid requests that cannot be answered here, they'll be answered in the period of seven days after this year's time, as the law states.

According to Article 18, it is the President or someone appointed by the President who will be the right to answer. We got questions from three shareholders. First, there are two questions from one shareholder that may be answered separately. This is Mr. Antonio Ramos Fuentes, holder of one share. After developing a criticism towards the behavior of Endesa and the condition of the social benefits of passive staff, he has the questions first: whether we consider reasonable the remuneration conditions of the CEO. Mr. Antonio Ramos, the shareholder, I'd like to say that the remuneration of the CEO is included within the remuneration policy proposed to the GSM to be approved in point 9 agenda. It's being available for our shareholders, a report by an independent expert that supports the remuneration policy.

And when referring to the remuneration of the CEO, it says that the remuneration of the CEO from Endesa is below the average of the CEOs for companies of the same sector and size. Thank you. The second question made by Mr. Antonio Ramos Fuentes, holder of one share, refers to the average annual consumption of CEOs and the top management of Endesa. Since he says literally, according to you, the average consumption in Spain is 3,000 kilowatt-hours per year. So the CEO will answer this question.

José Bogas Gálvez
CEO, Endesa

[Foreign language]

Thank you, dear President. Mr. Antonio Ramos Fuentes, I should first say that the specific data you're asking about are information that cannot be disclosed due to the data protection policy. However, it is true that the average consumption in Spain's residential sector is between 3,500 and 3,900 kilowatt-hours per year.

The different groups of Endesa, employees, retired, widowed, is around 9,000 kilowatts per hour, including agreement staff, executives, and top management. In the last adjustment made in the agreement, we have reflected this consumption for the active staff in 6,000 kilowatts per hour, that is more than 50% of the average consumption in Spain, and for passive staff in 7,500. 6,000 for free and 3,000 at 50% of the cost. That represents nearly twice of the average consumption by the Spanish citizens.

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language]

Thank you, dear CEO. The second shareholder who has a question is the Fundación Inversión y Ahorro Responsable, a holder of five shares. They have several questions that are kind of connected, so we guess that they could be answered jointly. The Foundation refers to the health crisis from the COVID-19 and the prohibition of the supply cuts that have been legally regulated.

They state that Endesa established this commitment before the government imposed so. And the Foundation asks whether that measure should be kept after the state of alarm to prevent any cuts, any supply cuts in this post-alarm scenario. They also talk about the electric service maybe being free for vulnerable families and families affected by the crisis. And in this environment of energy poverty, they talk about the reason why Endesa hasn't signed a poverty agreement with Catalonia. We give the floor to the CEO.

José Bogas Gálvez
CEO, Endesa

[Foreign language]

Thank you, dear President. First of all, I should say that Endesa is a very committed company in the fight against energy poverty. It goes to show in the different actions and initiatives that we have been implementing in the last few years for families that are in this situation.

Actions that very often are pioneering this sector in the face of the crisis caused by COVID-19. Endesa has implemented several actions to enable the deployment of the new measures approved. Likewise, we have adopted policies to make payment more flexible to enable payment of invoices for vulnerable clients. Once over the first stage of health emergency, we're working on a second stage that proceeds in an environment of social and economic crisis to clear lines of action. An internal one where we're assessing the activities and investments that may be prioritized or advanced from different businesses aiming to contribute to the social and economic reactivation of the country. An external one focused on social investment around the three axes where we have commitments agreed with the UN Sustainable Development Goals, which are social, economic development, energy access, and education.

Regarding the agreements that have been signed by Endesa as of December 31st, 2019, there were 272 agreements in place, six of them with autonomous communities and five with federations of municipalities, keeping also contact with 537 municipalities. Thanks to these voluntary agreements, we answered 83,000 requests of customers in situations of vulnerability with difficulties to pay their invoices for an amount of EUR 27 million in Catalonia. Regarding the situation of vulnerable consumers in this territory, and according to Law 24/2015, Endesa has made proposals of agreements with the Generalitat, the local and regional government of Catalonia, and currently we keep talking so that both parties can reach an agreement by taking on the corresponding part for each, according to the referred Law 24/2015.

Finally, regarding the supply problems in certain areas such as Girona and Granada, I should say that these problems originate from different sources, sometimes even from criminal activities. And Endesa is currently investing so that the supply with contract is least affected by this situation. In the cases of fraudulent activities, they have been made known to the security forces. Thank you. Dear CEO, we have the last and third question. By Ingeniería y Servicios Altesa, a limited company, and making reference to benefits coming from the electrical rate of passive staff, it just says that the passive staff should keep their social benefits. How would that cost be taken on in the future annual accounts? Thank you. I'd like the secretary to answer that question. Thank you, dear President.

Borja Acha Besga
Secretary, Endesa

[Foreign language]

Endesa adopted the business decision to consider or extinguish the benefits of the electric tariff of passive staff by exceeding the electric activity period in the workers' bylaws. That led to a collective agreement lawsuit by several trade unions that led to a process with a ruling by the National Court in March 2019 that decided that Endesa's behavior adjusted to the legal requirements. However, the trade unions appealed before the Supreme Court. One of the trade unions, UGT, got out of the suit, and only three trade unions stayed in that lawsuit. The prosecutor's office is requesting the cancellation of all appeals because they understand that none of the costs alleged justifies the submission of the appeal. They understand that the ruling of the National Court is according to the current law.

So Endesa thinks that the current ruling will stay and will not be changed by the Supreme Court, but we will need to wait for the ruling of the Supreme Court to see the content. We don't think that the current ruling will be revoked, but according to whatever happens, we will see how we account for that in the annual accounts. Thank you. At this point, we proceed to vote the proposed agreements on the points of the agenda, and we give the floor to the secretary. Thank you, dear President.

In agreement with the regulation of the CNMV and Article 20, we consider favorable votes to the proposed agreements made by the Board of Directors, those corresponding to the concurrent actions of the meeting, present in this case remotely or represented, having deduced the votes corresponding to the shares whose holders have been made known to the notary public, the votes against, the blank votes, and abstentions. The minutes will reflect the votes against, blank, and abstentions resulting from the remote voting received before the GSM, as well as the votes against, blank, and abstentions received from the shareholders through the app, and the ones made through the notary public.

Last, we consider concurrent actions of the meetings, the ones that appear in the attendee list, having deducted those holders and representatives who have been made absent from the meeting before the voting and who have let the notary public know. So I proceed to the summary reading of the agreements that are subject to consideration of the general meeting. First, approval of the annual accounts of Endesa, as well as the consolidated accounts and subsidiaries corresponding to the annual term finishing on December 31st, 2019. Second, approval of the management report of Endesa and subsidiaries corresponding to the year finishing on December 31st, 2019. Third, approval of Non-Financial Information Statement for the year finishing on December 31st, 2019. Fourth, approval of the social management corresponding to the year finishing on December 31st, 2019.

Fifth, approval of the application of the result of the year 2019, representing EUR 1,642 million. A dividend, the amount to be distributed corresponding to gross EUR 1.457 per share, taking into account 1,058 million shares, the result is EUR 1,561 million with a remnant of EUR 80 million with a total of EUR 1,642 million. As of November 26th, 2019, the Board of Directors agreed distribution of a dividend for 2019 of EUR 0.20 per share. That payment was made on January 2nd, 2020. The complementary dividend is EUR 0.775 per share that is gross, will be made on July 1st, 2020. Sixth, delegation in the Board of Directors for a period of five years to issue bonds, promissory notes, or other securities, simple or exchangeable or convertible, as well as warrants. Seventh, authorization for the company to acquire their own stock.

Eighth, cancellation of Article 17, insertion of two new articles 50 and 53, modification of the current articles 37, 49, 52, and 53, grouping of articles in chapter five and three new chapters, modification of the numbering of articles 18 to 53. Ninth, to reformulate the regulation of the Board of Directors' committees, modification of Articles 27, 28, and 21 of the Articles of Association, and addition of a new Article 26 bis to set a minimum number of shares to go to the SGM and allow for remote participation for all the shareholders of the meeting. Tenth, modification of Article 56 of the Articles of Association to include reference to the Non-Financial Information Statement. Eleventh, modification of Article 6 regarding the Non-Financial Information Statement.

Twelfth, modification of Articles 10, 11, and 21 of the regulation of the SGM and addition of a new Article 10 bis to reflect the statutory modifications regarding a minimal number of shares to allow for remote participation of all shareholders. Thirteenth, modification of the appointment by cooptation and re-election of Mr. Antonio Cammisecra, as proprietary director of the company. Fourteenth, appointment of Mrs. Pilar González de Frutos as proprietary director of the company. Fifteenth, appointment of Ms. Eugenia Bieto Caubet as independent director. Sixteenth, appointment of Alicia Koplowicz y Romero de Juseu also as proprietary director. Seventeenth, setting the number of members of the Board of Directors in 13. Eighteenth, binding vote on the annual report on the renovation of board members. Nineteenth, approval of the policy of renovation for the board members for the period 2020-2022. Twentieth, approval of the strategic incentive 2020-2022, including the payment in company shares.

And twenty-one, which is just instrumental to make possible everything that can be before this delegation in the Board of Directors to implement and develop the agreements adopted by the Board as well as by the SGM, as well as to replace the faculties and powers of the SGM and granting faculties for notarizing these agreements. Of these data, participation and voting, we state that each point has been approved by a large majority and once counted the votes against and abstentions formulated before the notary public and successive apart from the notary by the shareholders that have voted in the part vote of the app. And then now we decide to obtain a vote against. And these results will be published in full, as established by the law, on the website of the company in the term of five days, even though we might publish them this afternoon.

Dear President, thank you.

Juan Sánchez-Calero
Chairman, Endesa

[Foreign language]

Therefore, we deem as approved each and every agreement of both agreements that have been submitted to the SGM and the notary public. We'll draft and write up the minutes of the meeting. Thank you very much, and we therefore draw the session. Thank you very much.

Powered by