Enel

Capital/Financing Update • Jan 24, 2023

Informazione Regolamentata n. 0116-6-2023		Data/Ora Ricezione 24 Gennaio 2023 23:45:09	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	171794
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	24 Gennaio 2023 23:45:09
Data/Ora Inizio Diffusione presunta	:	24 Gennaio 2023 23:45:11
Oggetto	:	Enel announces the results of the tender offer on the hybrid bond denominated in U.S. dollars at the Early Tender Deadline
Testo del comunicato

Vedi allegato.

Global News Media Investor Relations

T +39 06 8305 5699 T +39 06 8305 7975 gnm@enel.com enel.com enel.com

ufficiostampa@enel.com investor.relations@enel.com

THIS ANNOUNCEMENT CANNOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

ENEL ANNOUNCES THE RESULTS OF THE TENDER OFFER ON THE HYBRID BOND DENOMINATED IN U.S. DOLLARS AT THE EARLY TENDER DEADLINE

• Following the tenders received by the Early Tender Deadline of January 23 rd, 2023 and accepted by Enel, the latter will repurchase at the Early Settlement Date in cash part of its US dollardenominated hybrid bond for a total nominal amount of 411,060,000 US dollars
• The early tender result of the US dollar-denominated hybrid bond, coupled with the completion of the tender offer on the perpetual hybrid bond denominated in euros and the new perpetual hybrid issuance for 1.75 billion euros are in line with the refinancing process of the two abovementioned hybrid bonds subject to the tender offer and with Enel's financial strategy set out in the 2023-2025 Strategic Plan, reaffirming the Group's commitment to maintaining hybrid bonds as a permanent layer in its capital structure

Rome, January 24th , 2023 - Enel S.p.A. ("Enel" or the "Company"), 1 following the successful completion of the issuance announced on January 9th of non-convertible, subordinated, perpetual, hybrid bonds for institutional investors on the European markets denominated in euros for a total aggregate amount of 1.75 billion euros ("New Securities") and after the completion of the voluntary tender offer on its 750 million euro equity-accounted perpetual hybrid bond with first call date in August 2023 and 2.500% coupon (ISIN: XS1713463716; the "EUR Securities"), will repurchase at the Early Settlement Date expected on January 26th, 2023 for cash and subsequently cancel part of the following hybrid bond denominated in US dollars, following the tenders received and not validly withdrawn by the Early Tender Deadline of January 23rd , 2023, at 5:00 p.m., New York City time:

• 1,250 million US dollar hybrid bond, due September 2073 with call date in September 2023 and 8.750% coupon (X Receipts: CUSIP: 29265WAA6 and ISIN: US29265WAA62 and N Receipts: CUSIP: 29265WAB4 and ISIN: US29265WAB46; the "USD Securities").

Specifically, as a consequence of the removal of the capped maximum acceptance amount (Capped Maximum Amount) on the USD Securities - as announced on January 18th, 2023 - Enel has accepted for

¹ Issuer Rating BBB+ from S&P's, Baa1 from Moody's, BBB+ from Fitch.

purchase all of the offers validly tendered on the USD Securities by the Early Tender Deadline for a total nominal amount of 411,060,000 US dollars.

Pursuant to the terms and conditions of the transaction, bondholders who validly tendered by the Early Tender Deadline of January 23rd , 2023 - and whose offer was accepted by Enel - will be entitled to payment of an early tender premium ("Early Tender Premium"), at the Early Settlement Date.

The table below shows (i) the bond subject to repurchase, (ii) the amount accepted for purchase by Enel, (iii) the total consideration, which includes an Early Tender Premium, (iv) the accrued interests per US 1,000 dollar of nominal amount of the bond, (v) the nominal amount of the bond outstanding after the Early Settlement Date.

Security description	Amount accepted for purchase by Enel	Total Consideration per US\$1,000 of nominal amount of USD Securities (i.e. including the Early Tender Premium)	Accrued interest per US\$1,000 of nominal amount of USD Securities	Nominal amount outstanding after the Early Settlement Date
1,250 million US dollar hybrid bond due 2073	\$411,060,000	\$1,015.000	\$29.652777777778	\$838,940,000

The tender offer on the USD Securities will expire on February 7th, 2023, at 5:00 p.m., New York City time. Notwithstanding the relevant notices to bondholders provided for by the terms and conditions of the USD Securities, material changes in the results of the tender offer after the Early Tender Deadline will be promptly communicated.

The result of the tender offer on the USD Securities at the Early Tender Deadline, coupled with the completion of the tender offer for the EUR Securities and the issuance of the New Securities, are in line with the refinancing process of the two abovementioned Enel hybrid bonds subject to the tender offer and with Enel's financial strategy set out in the 2023-2025 Strategic Plan, reaffirming the Group's commitment to maintaining hybrid bonds as a permanent layer in its capital structure.

The terms and conditions of the tender offer are fully described in the transaction documentation made available to the holders of the securities subject to the tender offers.

Enel was assisted in the transaction by a syndicate of banks in which BofA Securities, BNP Paribas, Citi, Goldman Sachs, HSBC, J.P. Morgan, Morgan Stanley and NatWest acted as Dealer Managers.

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This announcement does not constitute or form part of any offer to sell or a solicitation of an offer to buy any securities in the US or any other jurisdiction. 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 or any other jurisdiction. No securities may be offered, sold or delivered 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 securities laws of the United States of America or any other jurisdiction. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful. The distribution of this announcement may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement is circulated, published or distributed must inform themselves about and observe any such restrictions. In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). In the United Kingdom, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "UK Prospectus Regulation").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 (all such persons together being referred to as "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 the EU 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 ("Issuers Regulation") as amended from time to time, or in the other circumstances set forth under the Issuers Regulation or the Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian laws.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization.