Enel

Capital/Financing Update • Dec 9, 2021

Informazione Regolamentata n. 0116-98-2021		Data/Ora Ricezione 09 Dicembre 2021 16:28:44	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	155086
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	REGEM
Data/Ora Ricezione	:	09 Dicembre 2021 16:28:44
Data/Ora Inizio Diffusione presunta	:	09 Dicembre 2021 16:28:46
Oggetto	:	Enel's Noteholders Meeting approves the proposed changes to the terms and conditions of the 900 million euro hybrid bond
Testo del comunicato

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ENEL'S NOTEHOLDERS MEETING APPROVES THE PROPOSED CHANGES TO THE TERMS AND CONDITIONS OF THE 900 MILLION EURO HYBRID BOND

Rome, December 9 th , 2021 – Enel S.p.A. ("Enel" or the "Company") announces that the Noteholders' Meeting of the following subordinated non-convertible hybrid bond issued by the Company (the "Bond") was held today in Rome, chaired by Michele Crisostomo:

• 900,001,000 euros maturing May 25th, 2080 with 900,001,000 euros in circulation (ISIN: XS2000719992).

The Noteholders' Meeting, which follows the launch on October 28 th, 2021 of a consent solicitation by the Company, has approved the proposed changes to the terms and conditions of the Bond, aimed at aligning the latter with the terms and conditions of the perpetual subordinated non-convertible hybrid bonds launched by Enel in 2020 and 2021. More specifically, the approved changes establish, inter alia, that:

• the Bond, initially issued with a specified long-term maturity date, will become due and payable and hence will have to be repaid by Enel only in the event of winding up or liquidation of the Company;
• the events of default, previously envisaged in the terms and conditions and additional documentation that regulate the Bond, are eliminated.

The Company will pay an "Early Participation Fee" to the noteholders eligible to receive such fee according to the provisions of the Consent Solicitation Memorandum and subject to the terms and conditions set out therein.

* * *

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. The distribution of this announcement and/or of the Consent Solicitation Memorandum may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this announcement and/or the Consent Solicitation Memorandum is circulated, published or distributed must inform themselves about and observe any such

restrictions.

The Consent Solicitation Memorandum is intended exclusively for securityholders: (i) located or resident outside the United States and that are not U.S. persons, dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) who are eligible counterparties or professional clients (each as defined in Directive 2014/65/EU, as amended) or eligible counterparties (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or professional clients (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and (iii) to which the consent solicitation can be lawfully addressed and who can lawfully participate in the consent solicitation.

The consent solicitation is not aimed at any Restricted Owner (as defined in the Consent Solicitation Memorandum) nor to any securityholder is whose participation in consent solicitation would violate the laws or regulations of its jurisdiction of residence or domicile or whose participation in consent solicitation excluded under the Consent Solicitation Memorandum.