Corporate Governance

This Code of Conduct seeks to establish the principles that must govern the conduct of employees, all within the context of ENDESA's Values: People, Team Work, Ethical Conduct, Customer-Oriented Approach, Performance-Oriented Approach, Innovation and Community, and Environment.

Article 1º. Parties to whom the Code of Conduct applies

This Code of Conduct will apply to all employees who are contractually bound to ENDESA or to its controlled subsidiaries in which it is the majority stockholder, both in Spain and internationally.

Furthermore, at companies in which ENDESA has a noncontrolling ownership interest the approval of a Code of Conduct in the same or similar terms will be proposed to the relevant managing bodies.

Suppliers that work with ENDESA will be informed of the terms of the Code of Conduct in order that they perceive that they are involved in it.

Article 2º. Principles governing conduct

ENDESA's employees will, based on ENDESA's Values, ensure that their conduct is in keeping with the following principles: Ethical Conduct, Professionalism and Confidentiality.

Article 3º. Ethical Conduct

ENDESA's employees must act with independence, moral integrity and respect for people in the course of their daily work.

Ethical Conduct demands the following:

• Loyalty and good faith: Ensuring at all times that their conduct is in keeping with the duties of loyalty and good faith to the Company, hierarchical superiors, peers and assistants, and respect for others with whom they have professional dealings.
• Conflicts of interest: Giving priority to the Company's interests as opposed to personal or third-party interests that could affect their decisions, actions, services or advice made, taken, provided or given in ENDESA's name.
• Integrity of information: Ensuring that the information handled within their area of responsibility is wholly, accurately and truthfully processed and reflected.
• Insider information: Not using or disclosing insider information obtained by reason of their office for personal benefit or that of another.

Article 4º. Professionalism

ENDESA's employees must distinguish themselves by their high level of professionalism, basing their conduct on the following principles:

• Training: They must see to their own training, and that of their assistants, with a view to achieving optimum performance in the discharge of their duties.
• Efficiency: They must aspire to achieve results in the best and most productive way possible in the discharge of their duties.
• Cooperation: They must cooperate personally and actively with other areas, units and departments, and with their assistants or other employees.
• Information: They must furnish to their superiors true, necessary, complete and timely information on the conduct of business within their areas of responsibility; and to their assistants and/or colleagues such information as is necessary for the latter to discharge their duties properly.
• Legality: They must be familiar and comply with the provisions regulating the activities of ENDESA within their areas of responsibility.
• Occupational Risk Prevention: They must comply with preventive safety measures using such individual and collective means of protection as the Company may make available to them. If they are responsible for a team, they will ensure that the members of the team are able to work in safe conditions.
• Innovation: They must promote continuing improvement and innovation to achieve the utmost quality based on profitability criteria.
• Dealings with suppliers: Since relationships with suppliers must be founded on the premise that they work with the Company, they must treat suppliers as equals and deal with them at all times within the framework of the law. It is forbidden to offer, give, solicit or receive any kind of noncontractual charge or payment. Also, it is forbidden to use one's position as an employee to gain a personal advantage.
• Customer-oriented approach: Their approach to their work must be based on efficiency, professionalism, service mentality and cooperation, striving to achieve optimum satisfaction among the Company's customers, offering them competitive, quality solutions. They must give priority to being pleasant, courteous, and service-oriented. The information offered to customers must be clear and accurate, and requests and complaints must be routed through the formal channels.
• Use of Company resources: They must use Company resources solely for work purposes.
• Assistants: If they are responsible for a team, they must pay particular attention to the motivation and professional development of the members of their team, undertaking to give them opportunities to develop based on merit and their professional contribution. Accordingly inter alia, they will ensure that their assistants remain employable, encourage them to train and learn, recognize their efforts specifically, and evaluate their achievements objectively.
• Commitment to the Environment: They must be committed actively and responsibly to preserving the environment for which purpose they must go further than mere compliance with legal requirements, be committed to environmental programs initiated at ENDESA, and act with the utmost care to remedy any mistake that harms the environment.
• Dedication: Employees must have the level of dedication required to discharge their duties. Also, they must be willing to be functionally available as and when required by ENDESA.
• Securities market: Employees must abide by the provisions of ENDESA's Regulations on Conduct in Securities Markets if they work in securities market-related areas or have access to insider information the publicizing of which could affect the market price of securities or financial instruments.

Article 5º. Confidentiality

It is understood that ENDESA employees engage in their professional work at ENDESA internally and in their dealings with others subject to the strict duty of ongoing confidentiality with respect to information the publicizing of which could affect the Company's interests.

This principle, which remains in force even after an employee ceases to be such, takes the form of the following duties:

• Professional secrecy: To keep professionally secret data, reports, accounts, balance sheets, strategic plans and other activities of ENDESA and its personnel that are not in the public domain and the publicizing of which could affect ENDESA's interests. Information thereon may not be furnished unless the employee is expressly authorized to do so or acts pursuant to a court decision or an express statutory provision.
• Intellectual property: Not to use for personal or third-party purposes, or for profit or gain, software, IT systems, manuals, videos, courses, studies, reports, and so on, created, developed or perfected at ENDESA since the Company retains intellectual property in them at all times.
• Knowledge and modus operandi: To keep the use of internal knowledge outside ENDESA in the strictest confidence.

Article 6º. General limitations and incompatibilities

ENDESA employees will be subject to the following limitations:

• Employees may not hold office or discharge duties, or act as representatives, at competing companies, suppliers of goods and services, or at companies that exert a form of control at competitors' companies.
• Employees must consult ENDESA before accepting any office, designation or appointment outside the Company that may condition their independence and professional dedication to the Company.

Article 7º. Entry into force

This Code of Conduct will come into force after approval by the Board of Directors of ENDESA, S.A, and must be notified personally to all the Company's employees.

Article 8º. Interpretation and oversight

Responsibility for the interpretation of this Code of Conduct, for the purpose of inquiries, requests for authorization, information and issuance of reports on the various sections hereof lies with an Interpretation Committee composed of the Senior Vice President of Legal Advisory Services, the Senior Vice President of Auditing, and the Senior Vice President of Human Resources.

Inquiries, communications and requests for authorization as referred to herein will be channeled through Senior Vice President of Human Resources. Corporate Management of Human Resources will also be entrusted with receiving notice of any breaches and with giving such instructions as may be required to deal with them.