Enel

M&A Activity • Aug 25, 2017

Informazione Regolamentata n. 0116-78-2017		Data/Ora Ricezione 25 Agosto 2017 22:29:18	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	93240
Nome utilizzatore	:	ENELN05 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	25 Agosto 2017 22:29:18
Data/Ora Inizio Diffusione presunta	:	25 Agosto 2017 22:29:19
Oggetto	:	Enel: analysis of possible corporate reorganisation of the Group in Chile begins
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ENEL: ANALYSIS OF POSSIBLE GROUP IN CHILE BEGINS POSSIBLE CORPORATE REORGANIS REORGANISATION OF THE

Rome/Santiago de Chile, August Directors of the subsidiary Enel reorganisation of the Enel Group's formulated by Enel Chile and sent carried out today by Enel Chile's which the latter expressed a favourable August 25th, 2017 – Enel S.p.A. ("Enel") announces Chile S.A. ("Enel Chile") launched the analysis Group's shareholdings in Chile which is based on sent to Enel in July. The launch of the analysis Chile's Board of Directors of a letter received on the favourable preliminary opinion on the above reorganisation announces that today the Board of of a possible corporate a non-binding proposal follows the examination same date from Enel in reorganisation proposal.

Enel expressed this favourable opinion the Group's strategic objectives, Chilean listed companies. opinion following the conclusion that the transaction objectives, including the simplification of the ownership structure transaction is in line with some of structure of the Group's

The proposed corporate reorganis on the implementation of the other: reorganisation envisages the following two phases, each each of which is conditional

• the integration into Enel Chile Enel Green Power Latin America of the latter into Enel Chile of the Chilean renewable assets held by the Enel Group's company America Ltda ("EGP Latin America") through the merger Chile; merger by incorporation
• the launch by Enel Chile of a public the subsidiary Enel Generación Chile S.A. ( shareholders (equivalent to Offer will be conditional on the acquisition of a total number of shares that would enable Enel Chile to increase its stake in Enel Generación Chile current 60%. The Offer's shares to be issued by Enel Chile tender and exchange offer (the "Offer ry ("Enel Generación Chile equivalent to approximately 40% of the share capital). T to over 75% of the share capital 's consideration is expected to be paid partly through capital increase. Offer") for all of the shares of Chile") held by minority The effectiveness of the from the in cash and partly with

The effectiveness of the Shareholders' Meeting indications of Enel's above company, which currently company's share capital. the Offer will also be subject to the approval by Enel of an amendment to the Company's bylaws above mentioned letter, removes the existing limits to currently do not allow any single shareholder to own Enel Generación Chile's bylaws that, in line with the to share ownership in the own more than 65% of the

Enel Chile's Board of Directors support for the proposed transaction that the transaction: Directors also agreed to the conditions that Enel considers transaction, as indicated in the aforementioned letter. T considers fundamental to its These conditions require

• shall be carried out on market terms and conditions, taking due account of the for renewable energy generation generation in Chile; growth prospects
• shall ensure that, once the transaction is completed substantially similar to its current holding (i.e. 60.6%) Chile at any time, in compliance with the bylaws; completed, Enel retains a sha and that Enel does not lose control 65% limit on share ownership provided in shareholding in Enel Chile of Enel in the company's

• shall ensure an increase in Enel Chile's earnings per share ("EPS").

Enel Chile's Board of Directors has studies and additional activities that the latter is subject to local laws has also voted to start, alongside the aforementioned necessary to verify the feasibility of the above transaction laws and regulations on transactions with related parties aforementioned analysis, in-depth transaction and declared parties.