Enel

Capital/Financing Update • May 22, 2019

Informazione Regolamentata n. 0116-52-2019		Data/Ora Ricezione 22 Maggio 2019 18:12:58	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	118868
Nome utilizzatore	:	ENELN04 - Cozzolino
Tipologia	:	2.2
Data/Ora Ricezione	:	22 Maggio 2019 18:12:58
Data/Ora Inizio Diffusione presunta	:	22 Maggio 2019 18:13:00
Oggetto	:		Enel completes hybrid bonds refinancing
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THIS ANNOUNCEMENT CANNOT BE DISTRIBUTED 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 COMPLETES HYBRID BONDS REFINANCING

• Enel acquired 340.2 million euros of a hybrid bond maturing in 2075 and 215.8 million euros of a hybrid bond maturing in 2074 through the increase, from 300 million euros to 900 million euros, of the hybrid bond issued on May 15th and maturing in 2080
• The exchange offer allows holders of hybrid bonds maturing in 2075 and 2074 to exchange them before the call dates that will take place, respectively, in 2020 and 2024, in return for the new hybrid bond whose first call period is due in 2025
• The exchange offer is consistent with Enel's 2019-2021 Strategic Plan, which envisages the refinancing of 13.6 billion euros by 2021, including through the issue of hybrid bonds

Rome, May 22nd, 2019 – Enel S.p.A. ("Enel" or the "Company")¹ has completed the refinancing of part of its portfolio of non-convertible subordinated hybrid bonds through a non-binding voluntary exchange offer (the "Exchange Offer") for the repurchase of hybrid bonds maturing on January 15th, 2075 and January 10th, 2074. With the completion of the Exchange Offer, which commenced on May 15th, 2019 and expired on May 21st, 2019, the Company acquired a total of:

• 340.2 million euros of the hybrid bond with a nominal amount still in circulation of 749,981,000 euros, issued by Enel and maturing on January 15th, 2075 (XS1014997073) with first call date on January 15th, 2020;
• 215.8 million euros of the hybrid bond with a nominal amount still in circulation of 513,256,000 euros, issued by Enel and maturing on January 10th, 2074 (XS0954675129) with next call date on January 10th, 2024.

The consideration for those purchases will consist in an increase, from 300 million euros to 900 million euros² , in the value of the new hybrid bond issue denominated "NC6" (XS2000719992) launched on May

¹ Issuer Rating: BBB+ for S&P's, Baa2 for Moody's and A- for Fitch.

² The first call period commences on February 24th 2025 and ends on May 24th 2025. Enel may redeem the new hybrid bonds on any date during this period.

15th, 2019, maturing on May 24th, 2080 with a first call period ending on May 24th 2025. Therefore, the Company has exercised its right provided for by the terms and conditions of the Exchange Offer to increase the aggregate nominal amount of the new hybrid bond originally set at 750 million euros.

The Exchange Offer enables holders of the hybrid bonds maturing on January 15th, 2075 and January 10th, 2074, to exchange them before the call dates of January 15th, 2020 and January 10th, 2024, respectively, in return for new hybrid bonds with a later first call period (ending on May 24th, 2025) issued in the form of an increase in the "NC6" issue.

The transaction is aimed at the active management of the maturities and cost of the Enel Group's debt, within the scope of a programme to optimise finance operations in accordance with Enel's 2019-2021 Strategic Plan, which envisages the refinancing of 13.6 billion euros by 2021, including through the issue of hybrid bonds.

The following table sets out, where relevant, for each hybrid bond maturing in 2075 and 2074 (i) the amount accepted for purchase by Enel, (ii) the exchange ratio, (iii) the pro-ration factor, (iv) accrued interest, (v) the nominal amount of the bonds in circulation after the settlement date, (vi) the total nominal amount of the new bonds issued in the exchange, (vii) the interpolated mid-swap rate, (viii) the exchange yield (ix) the exchange price and (x) the exchange spread.

Security description	Amount accepted for purchase by Enel	Exchange ratio	[Pro-ration factor]	Accrued interest	Nominal amount of the bonds in circulation after settlement date	Total nominal amount of new bonds issued in the exchange	Interpolated mid-swap rate	Exchange yield	Exchange price	Exchange spread
€1,000,000,000.00 5% due January 15th 2075 (XS1014997073)	340,219,000.00 €	1:1.040589	N.A.	6,012,089.21 €	409,762,000.00 €	353,976,000.00 €	N.A.	-0.2%	103.369%	N.A.

Security description	Amount accepted for purchase by Enel	Exchange ratio	[Pro-ration factor]	Accrued interest	Nominal amount of the bonds in circulation after settlement date	Total nominal amount of new bonds issued in the exchange	Interpolated mid-swap rate	Exchange yield	Exchange price	Exchange spread
€1,250,000,000.00 5.451%3 due January 10th 2074 (XS0954675129)	215,832,000.00 €	1:1.140109	81.72%	4,319,206.29 €	297,424,000.00 €	246,025,000.00 €	-0.059%	2.391%	113.255%	245 bps

Settlement of the transaction, including the issue of the new hybrid bonds, is scheduled for May 24th , 2019.

Enel was assisted in the transaction by a syndicate of banks, of which Banca IMI, Banco Bilbao Vizcaya Argentaria, Banco Santander, Barclays, BNP Paribas, Citigroup, Deutsche Bank, Goldman Sachs, HSBC Bank, J.P. Morgan, MUFG, NatWest Markets and UniCredit acted as joint-bookrunners.

***** 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 announcement does not constitute a prospectus or other offering document. No securities have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the

³ Currently applicable coupon which was reset on January 10th 2019.

US or any other jurisdiction. No securities may be offered, sold or delivered in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or other securities laws of the US 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.

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