Enel

Capital/Financing Update • Feb 17, 2025

Informazione Regolamentata n. 0116-5-2025	Data/Ora Inizio Diffusione 17 Febbraio 2025 19:07:02		Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	201492
Utenza - Referente	:	ENELN09 - Giannetti Davide
Tipologia	:	2.2
Data/Ora Ricezione	:	17 Febbraio 2025 19:07:02
Data/Ora Inizio Diffusione	:	17 Febbraio 2025 19:07:02
Oggetto	:	Enel successfully launches a triple-tranche 2 billion euro "Sustainability-Linked bond" in the Eurobond market
Testo del comunicato

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International Press Office 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, RESIDENT OR DOMICILED IN JAPAN, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE DISSEMINATION OF THIS PRESS RELEASE WOULD BREACH ANY APPLICABLE LAW OR REGULATIONS.

ENEL SUCCESSFULLY LAUNCHES A TRIPLE-TRANCHE 2 BILLION EURO "SUSTAINABILITY-LINKED BOND" IN THE EUROBOND MARKET

• The 2 billion-euro issue collected orders of approximately 5 billion euros, consolidating the significant participation of ESG investors and portfolios in Enel's recent issues, and achieved an average cost lower than current market levels as well as an average coupon lower than 3%
• The transaction confirms the solidity of the Group's capital structure and commitment to the energy transition, in line with the environmental and financial sustainability pillar of its strategy

Rome, February 17th , 2025 - Enel Finance International N.V. ("EFI"), a finance company controlled by Enel S.p.A. ("Enel")¹ , launched a triple-tranche "Sustainability-Linked Bond" for institutional investors in the Eurobond market for a total of 2 billion euros.

The issue, which is guaranteed by Enel, was more than 2 times oversubscribed, totaling orders for approximately 5 billion euros and saw significant participation of ESG investors as well as portfolios, which is structural in all recent Enel issues.

The positive response from investors also allowed the achievement of an average cost lower than current market levels and an average coupon lower than 3%.

The proceeds from the issue are expected to be used in order to fund the Group's ordinary financing requirements.

Stefano De Angelis, CFO of the Enel Group, commented: "The outcome of the placement, both in terms of demand and economic conditions, once again demonstrates investors' confidence in our growth and value-creation strategy, guaranteeing long-term financial and environmental sustainability. Through the execution of its Strategic Plan, the Group has decisively strengthened its capital structure and the improvement of indicators of profitability, together with a major acceleration of the decarbonization and electrification process of its business. We will continue with commitment on this growth path, confirming

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

our support for the energy transition, through investments in networks, renewable energy and services to end customers, with the aim of reaching zero greenhouse gas emissions along the entire value chain by 2040."

The new issue envisages the use of two sustainability Key Performance Indicators ("KPIs") for each tranche, illustrated in the Sustainability-Linked Financing Framework (the "Framework"), last updated in December 2024, and confirms Enel's commitment towards the energy transition in line with the environmental and financial sustainability pillar within the Group's strategy.

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 Ratings.

The issue, which has an average duration of approximately 6 years, has an average coupon lower than 3% and is structured in the following three tranches:

• 750 million euros at a fixed rate of 2.625%, with settlement date set on February 24th, 2025, maturing February 24th, 2028:
  • o the issue price has been set at 99.574% and the effective yield at maturity is equal to 2.775%;
  • o the interest rate will remain unchanged to maturity, subject to the joint 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 abovementioned 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 3.000%, with settlement date set on February 24th, 2025, maturing February 24th, 2031:
  • o the issue price has been set at 99.229% and the effective yield at maturity is equal to 3.143%;
  • o the interest rate will remain unchanged to maturity, subject to the joint achievement of the following 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, 2027 for the 2025-2027 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 115gCO2eq/kWh on December 31st, 2027;
  • o if one or both of the abovementioned 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;
• 500 million euros at a fixed rate of 3.500%, with settlement date set on February 24th, 2025, maturing February 24th, 2036:
  • o the issue price has been set at 99.123% and the effective yield at maturity is equal to 3.598%;
  • o the interest rate will remain unchanged to maturity, subject to the joint achievement of the following SPTs. In particular:

• 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 72gCO2eq/kWh on December 31st, 2030;
• for the KPI related to the "Renewable Installed Capacity Percentage (%)", the achievement of a SPT equal to or higher than 80% on December 31st, 2030;
• o if one or both of the abovementioned 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.

Additional information on the rationale of the bond issue, the Framework and the related Second Party Opinion issued by Moody's Ratings 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.

The transaction was supported by a syndicate of banks, with Banca Akros, BBVA, BNP Paribas, BPER Corporate & Investment Banking, CaixaBank, Commerzbank, Crédit Agricole CIB, Goldman Sachs Bank Europe SE, ING, IMI-Intesa Sanpaolo, J.P. Morgan and 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 or for the benefit of persons who are "U.S. Persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or through 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 unlawful. Any public offering of securities in the United States of America shall be made by means of a prospectus which may be obtained from the issuer and which shall contain detailed information concerning the company, its organization and management, as well as its financial and balance sheet data. 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. In member states of the EEA, this announcement is addressed only to persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). In the United Kingdom, this announcement is addressed only to persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129, which is part of the national legislation of the United Kingdom under the European Union (Withdrawal) Act 2018. 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 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 ("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..

Fine Comunicato n.0116-5-2025	Numero di Pagine: 5
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