Enel

Capital/Financing Update • Jan 18, 2023

Informazione Regolamentata n. 0116-4-2023		Data/Ora Ricezione 18 Gennaio 2023 07:46:27	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	171577
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	18 Gennaio 2023 07:46:27
Data/Ora Inizio Diffusione presunta	:	18 Gennaio 2023 07:46:38
Oggetto	:	Enel announces the results of the tender offer on the bond in € and the removal of the capped maximum amount for the tender offer for the bond in \$
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 PERPETUAL HYBRID BOND DENOMINATED IN EUROS AND THE REMOVAL OF THE CAPPED MAXIMUM AMOUNT FOR THE CONCURRENT TENDER OFFER FOR THE HYBRID BOND DENOMINATED IN U.S. DOLLARS

• With the conclusion of the voluntary tender offer launched on January 9 th , 2023, Enel will repurchase for cash its outstanding perpetual hybrid bond denominated in euros for an aggregate nominal amount of 699,970,000.00 euros
• Following the successful completion of the tender offer on the euro-denominated perpetual hybrid bond, the capped maximum acceptance amount for the concurrent tender offer on the U.S. dollardenominated hybrid bond has been removed

Rome, January 18 th , 2023 – Enel S.p.A. ("Enel" or the "Company")¹ , after the successful launch of the issuance on January 9 th 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"), announces the results of the voluntary tender offer, launched on January 9 th and expired on January 16th , 2023, for the repurchase for cash, and subsequent cancellation, of any and all of its outstanding 750 million euro equity-accounted perpetual hybrid bond with first call date in August 2023 and 2.500% coupon (ISIN: XS1713463716; the "EUR Securities").

The tender offer repurchase transaction is expected to be settled on January 20th, 2023.

The following table shows (i) the amount accepted for purchase by Enel as a result of the tender offer for the EUR Securities, (ii) the purchase price, (iii) the accrued interest per 1,000 euros of nominal amount of the bond, (iv) the nominal amount of the bond outstanding after the settlement date of the tender offer for the EUR Securities.

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

Security description	Amount accepted for purchase by Enel	Purchase Price	Accrued interest per €1,000 of nominal amount of EUR Securities	Nominal amount outstanding after settlement date
€750,019,000 Perpetual 5.5 Year Non-Call Capital Securities	€699,970,000	100.00%	€3.904110	€50,049,000

According to the terms and conditions of the EUR Securities, since the Substantial Repurchase Event (as defined in the aforementioned documentation, i.e. at least 80% of the aggregate amount of EUR Securities has been purchased and cancelled) is expected to occur after the settlement of the tender offer, Enel intends to redeem all of the outstanding EUR Securities after the tender offer for the EUR Securities at the applicable Early Redemption Price (as defined in the terms and conditions of the EUR Securities).

Taking into account the principal amount raised through the issuance of New Securities and the principal amount of securities purchased in connection with the tender offer for EUR Securities, the capped maximum acceptance amount ("Capped Maximum Amount") for the concurrent tender offer for its 1,250 million U.S. 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") has been removed. The concurrent tender offer for the USD Securities was launched on January 9th and will expire on February 7th, 2023, at 5:00 p.m., New York City time; the Early Tender Deadline is set for January 23rd, 2023, at 5:00 p.m., New York City time, with an early settlement of the USD Securities on January 26th, 2023.

As a consequence of the removal of the Capped Maximum Amount, Enel will accept for purchase all of the validly tendered USD Securities, removing any risk of proration for investors who validly tender the USD Securities.

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

The transactions are aimed at the active management of the hybrid portfolio of Enel, with the view of optimizing Group's financing operations in line with Enel's financial strategy set out in the 2023-2025 Strategic Plan.

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.

*****

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.