Enel

Capital/Financing Update • Feb 14, 2023

Informazione Regolamentata n. 0116-14-2023		Data/Ora Ricezione 14 Febbraio 2023 07:26:32	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	172459
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	14 Febbraio 2023 07:26:32
Data/Ora Inizio Diffusione presunta	:	14 Febbraio 2023 07:26:38
Oggetto	:	Enel successfully launches a dual-tranche 1.5 billion euro "Sustainability-Linked bond" in the Eurobond market
Testo del comunicato

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ENEL SUCCESSFULLY LAUNCHES A DUAL-TRANCHE 1.5 BILLION EURO "SUSTAINABILITY-LINKED BOND" IN THE EUROBOND MARKET, THE WORLD'S FIRST PUBLIC ISSUANCE COUPLING EU TAXONOMY WITH UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS, ALSO INCLUDING FULL DECARBONIZATION TARGETS

• Enel Finance International N.V. has successfully launched a dual-tranche 1.5 billion-euro Sustainability-Linked Bond, collecting orders of approximately 4 billion euros
• The new issue envisages for the first time the use by Enel of multiple Key Performance Indicators (KPIs) per tranche, further strengthening Enel's commitments towards an accelerated energy transition
• For the first time in a public bond issuance, a tranche of the bond couples a KPI linked to the EU Taxonomy with a KPI linked to the United Nations Sustainable Development Goals
• A further tranche of the bond is linked to two KPIs related to the Group's full decarbonization path, across direct and indirect greenhouse gas emission reduction

Rome, February 14 th , 2023 - Enel Finance International N.V. ("EFI"), the Dutch-registered finance company controlled by Enel S.p.A. ("Enel")¹ , launched a dual-tranche "Sustainability-Linked Bond" for institutional investors in the Eurobond market for a total of 1.5 billion euros. The new issue envisages for the first time the use by Enel of multiple Key Performance Indicators ("KPIs") per tranche, further strengthening Enel's commitments towards an accelerated energy transition. For the first time in a public bond issuance, a tranche of the bond couples a KPI linked to the EU Taxonomy with a KPI linked to the United Nations Sustainable Development Goals ("SDGs"). The other tranche of the bond is linked to two KPIs related to the Group's full decarbonization path, across direct and indirect greenhouse gas emission reduction, as detailed below.

"We are enthusiastic to introduce this groundbreaking tool to the market, the first of its kind to establish a link between the EU taxonomy and the United Nations SDG 13 on climate action," said Alberto De Paoli,

¹ Enel Rating: BBB+ (Negative) for Standard & Poor's, Baa1 (Negative) for Moody's and BBB+ (Stable) for Fitch.

Enel CFO. "Through our investments in decarbonized technologies we comply with the EU taxonomy and for this reason we are set to achieve the United Nations SDGs. This inextricable link between SDGs and taxonomy is embedded in our Strategy and reflected in all the financial tools we are using as well as in our industrial decisions. Through this synergistic approach, we are working relentlessly to achieve our decarbonization and electrification targets while enhancing the energy security of our countries of presence, paving the way for the creation of long-term sustainable value for all."

The bond, which is guaranteed by Enel, was almost 3 times oversubscribed, with total orders of approximately 4 billion euros and the significant participation of Socially Responsible Investors (SRI), enabling the Group to continue to diversify its investor base.

The success of the bond is a clear acknowledgement of the Group's sustainability strategy and of its ability to generate value by steering an investment plan in line with the European Union Taxonomy criteria, while contributing to the achievement of the United Nations SDGs.

The proceeds from the issue are expected to be used by EFI to fund the Group's ordinary financing needs.

With the Strategic Plan presented to the financial community in November 2022, Enel committed to rolling out more than 80% of its 2023-2025 investment plan in line with the EU Taxonomy criteria due to their substantial contribution to climate change mitigation.

In December 2022, Enel's commitment to fighting against climate change achieved a new historic milestone as it increased the ambition of its decarbonization roadmap by setting new greenhouse gas reduction targets, which covered its direct and indirect emissions and were certified by the Science Based Targets initiative (SBTi) as consistent with limiting global warming to 1.5ºC, and therefore aligned to the most ambitious temperature goal of the Paris Agreement adopted by the United Nations in 2015.

Enel's new certified targets follow the ambitious goal the Group had disclosed more than one year ago, when it brought forward its zero emissions commitment by ten years, from 2050 to 2040. In addition, the new certified targets cover all Group emissions along its value chain, including direct emissions from its facilities, as well as upstream and downstream indirect emissions from its suppliers and customers.

Such commitments are now integrated in the new Sustainability-Linked Financing Framework (the "Framework"), last updated in February 2023, which fully integrates sustainability into the Group's global financing program through Sustainability-Linked Bonds, Sustainability-Linked Loans, SDG Commercial Paper Programs, Sustainability-Linked Foreign Exchange Derivatives, Sustainability-Linked Rates Derivatives and Sustainability-Linked Guarantees.

The Framework is aligned with the International Capital Market Association's (ICMA) "Sustainability-Linked Bond Principles" and the Loan Market Association's (LMA) "Sustainability-Linked Loan Principles", as verified by the Second-Party Opinion Provider Moody's Investors Service.

Three new KPIs added to the Framework reflect the Group's abovementioned ambition, namely being: "Scope 1 and 3 GHG emissions Intensity relating to Integrated Power (gCO2eq/kWh)", "Absolute Scope 3 GHG emissions relating to Gas Retail (MtCO2eq)" and "Proportion of CAPEX aligned to the EU Taxonomy (%)".

The issuance embeds all three of these new KPIs and is structured in the following two tranches:

• 750 million euros at a fixed rate of 4.000%, with settlement date set on February 20th ,2023, maturing February 20th, 2031:
• o the issue price has been set at 98.877% and the effective yield at maturity is equal to

4.168%;

• o the interest rate will remain unchanged to maturity, subject to the achievement of the following Sustainability Performance Targets ("SPTs"). In particular:
• for the KPI related to the "Proportion of CAPEX aligned to the EU Taxonomy (%)", the achievement of a SPT equal to or higher than 80% on December 31st, 2025 for the 2023-2025 period;
• for the KPI related to the "Scope 1 GHG emissions intensity relating to power generation (gCO2eq/kWh)", the achievement of a SPT equal to or less than 130gCO2eq/kWh on December 31st, 2025;
• o if one or both of the above mentioned SPTs are not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps, as of the first interest period subsequent to the publication of the relevant assurance report issued by an external verifier;
• 750 million euros at a fixed rate of 4.500%, with settlement date set on February 20th , 2023, maturing February 20th, 2043:
• o the issue price has been set at 97.669% and the effective yield at maturity is equal to 4.682%;
• o the interest rate will remain unchanged to maturity, subject to the achievement of the following SPTs. In particular:
  • for the KPI related to the "Scope 1 and 3 GHG emissions Intensity relating to Integrated Power (gCO2eq/kWh)", the achievement of a SPT equal to ZERO on December 31st, 2040;
  • for the KPI related to the "Absolute Scope 3 GHG emissions relating to Gas Retail (MtCO2eq)", the achievement of a SPT equal to ZERO on December 31st, 2040;
• o if one or both of the above mentioned SPTs are not achieved, a step-up mechanism will be applied, increasing the rate by 25 bps, as of the first interest period subsequent to the publication of the relevant assurance report issued by an external verifier.

The issue, which has an average duration of approximately 14 years, has an average coupon of 4.25%.

Additional information on the rationale of the bond issue, the Framework and the related Second Party Opinion issued by Moody's Investors Service are available to the public on the Enel website, at: https://www.enel.com/investors/investing/sustainable-finance/sustainability-linked-finance.

The bond is expected to be listed, at the time of the issue, on the Euronext Dublin regulated market.

In line with the Strategic Plan, the new Sustainability-Linked Bond contributes to the achievement of the Group's objectives related to sustainable finance sources on Group's total gross debt, set at around 70% in 2025.

The bond issue was supported by a syndicate of banks, with Banca Akros, BBVA, BNP Paribas, BPER, Crédit Agricole, CaixaBank, Citi, Commerzbank, Goldman Sachs, Intesa Sanpaolo, ING, J.P. Morgan, Mediobanca, Morgan Stanley, Natixis, Santander, Société Générale, Unicredit acting as joint-bookrunners.

This announcement (and the information contained herein) does not constitute, contain or form part of, nor shall it be construed to constitute, any offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction of the United States (including its territories and possessions), or in any other jurisdiction where such an offer is restricted or prohibited or where such an offer to sell or solicitation of an offer to buy would be contrary to law. This press release does not constitute a prospectus or other offering document. No securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor under any securities laws of the United States of America (including its territories and possessions) or any other jurisdiction. No securities may be offered, sold, resold, transferred, distributed or delivered, directly or indirectly, in the United States of America or to persons who are, or in the interest of or on behalf of persons who are, "U.S. Persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities

Act and any applicable state or other securities laws of the United States of America or any other jurisdiction. In addition, no securities may be offered, sold, resold, transferred, distributed or delivered (directly or indirectly) in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in the relevant jurisdiction. No public offering is being made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be subject to limitation or unlawful. The distribution of this announcement may be restricted in certain jurisdictions by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement is circulated, disseminated, published or distributed (directly or indirectly) must observe and inform themselves about any such restrictions applicable to the distribution of such announcement and to the offer and sale of securities. This announcement is also directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (such persons, collectively, the "Relevant Persons"). Any investment activity to which this announcement relates will only be available to, and will only be engaged in with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement. The documentation relating to the issuance of the securities is not or will not be approved by the National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa, "CONSOB") under applicable law. Therefore, the securities may not be offered, sold or distributed to the public in the Republic of Italy except to qualified investors as defined in Article 2 of Regulation (EU) No. 2017/1129 ("Prospectus Regulation") and any applicable provisions or regulations or in other circumstances which are exempted from the rules of the public offering, pursuant to Article 1 of the Prospectus Regulation, Article 100 of Legislative Decree no. 58 of 24 February 1998, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 as amended from time to time, and the applicable Italian laws.