Enel

AGM Information • Oct 23, 2020

Informazione Regolamentata n. 0116-101-2020		Data/Ora Ricezione 23 Ottobre 2020 20:13:33	MTA
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	138373
Nome utilizzatore	: ENELN07 - Giannetti
Tipologia	:	REGEM
Data/Ora Ricezione	:	23 Ottobre 2020 20:13:33
Data/Ora Inizio Diffusione presunta	:	23 Ottobre 2020 20:13:34
Oggetto	:	Extract of the Notice of Meeting of the Securityholders of the "€750,000,000 8.5 Year Non-Call Capital Securities due 2081"
Testo del comunicato

Vedi allegato.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SECURITYHOLDERS. NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON OR TO ANY OTHER PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. IF THERE ARE ANY DOUBTS ABOUT THE ACTIONS TO BE TAKEN, SECURITYHOLDERS SHOULD IMMEDIATELY CONTACT THEIR INDEPENDENT PROFESSIONAL ADVISORS (IF THE SECURITYHOLDER IS IN THE UK, AN AUTHORIZED ADVISOR UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000)

ENEL - S.p.A.

(incorporated with limited liability in the Republic of Italy) Registered office in Rome - Viale Regina Margherita, no. 137 Share capital € 10,166,679,946 fully paid in Tax I.D. and Companies Register of Rome no. 00811720580 R.E.A. of Rome no. 756032 VAT code no. 00934061003

EXTRACT OF THE NOTICE OF THE MEETING

of the securityholders of the

"€750,000,000 8.5 Year Non-Call Capital Securities due 2081" (ISIN: XS1713463559) (the "Securities")

The meeting of the securityholders (the "Securityholders") is convened, on single call, on 26 November 2020, at 6.00 pm, in Rome at Via Ombrone, no. 2, in order to discuss and resolve on the agenda below (the "Meeting").

AGENDA

1. Approval, pursuant Article 2415, paragraph 1, n. 2 of the Italian Civil Code, and by means of an extraordinary resolution, of amendments to the terms and conditions of the securities "€750,000,000 8.5 Year Non-Call Capital Securities due 2081" (ISIN: XS1713463559), consisting of, among others, the amendment of the maturity of the Securities and the deletion of the events of default, as well as further amendments to the terms and conditions of the Securities, the Trust Deed and the Agency Agreement; related resolutions.

* * * * *

COVID-19 emergency – Participation in the Meeting pursuant to Law Decree no. 18 of 17 March 2020

Considering the current health emergency related to COVID-19 and taking into account law and regulatory provisions enacted for the containment of the contagion, the Company decided to use the option set forth under Article 106, paragraph 2, of Law Decree no. 18 of 17 March 2020 (pursuant to Law Decree no. 125 of 7 October 2020) providing that those entitled to attend and vote at the Meeting shall be entitled to participate in the latter exclusively by means of teleconference, provided that all participants can be identified and that all participants can attend and exercise their voting rights in accordance with the provision set out in the section "Attendance by means of teleconference" of the full notice of the Meeting.

* * * * *

Information concerning:

• the participation in the Meeting;
• the share capital and the total amount outstanding of the Securities;
• the right to attend the Meeting and vote (record date 17 November 2020);
• the vote by proxy;
• the addition of further items on the agenda and the submission of resolution proposals on the items already on the agenda of the Meeting (within 2 November 2020);
• the right to ask questions before the Meeting (within 19 November 2020);

is set forth in the full notice of the meeting published in the Company's website (www.enel.com), in the Section "Investors", to which reference is made.

The documentation relating to the Meeting, including the explanatory report on the item of the agenda and the relevant proposal of resolution, as well as the consent solicitation memorandum, will be made available to the public in accordance with the terms provided for under applicable laws, at the Company's registered office, in the Company's website (www.enel.com), in the Section "Investors", as well as at the officially authorized mechanism for the storage of regulated information denominated "eMarket Storage" ().

The Chairman of the Board of Directors

Michele Crisostomo