Enel

Capital/Financing Update • Jan 10, 2022

Informazione Regolamentata n. 0116-5-2022		Data/Ora Ricezione 10 Gennaio 2022 19:34:38	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	156126
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	10 Gennaio 2022 19:34:38
Data/Ora Inizio Diffusione presunta	:	10 Gennaio 2022 19:34:39
Oggetto	:	Enel successfully places a triple-tranche 2.75 billion euro "Sustainability-Linked bond" in the Eurobond market
Testo del comunicato

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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 SUCCESSFULLY PLACES A TRIPLE-TRANCHE 2.75 BILLION EURO "SUSTAINABILITY-LINKED BOND" IN THE EUROBOND MARKET

• Enel Finance International N.V. today placed a triple-tranche 2.75 billion euro "Sustainability-Linked bond", linked to the achievement of Enel's sustainability objective relating to the reduction of Direct Greenhouse Gas Emissions (Scope 1), contributing to United Nations Sustainable Development Goal 13 (Climate Action) and in line with the Group's Sustainability-Linked Financing Framework
• In line with the Strategic Plan, the new multi-tranche Sustainability-Linked issue contributes to the achievement of the Group's objectives related to the sustainable finance sources on Group's total gross debt, set at approximately 65% in 2024 and over 70% in 2030

Rome, January 10th , 2022 - Enel Finance International N.V. ("EFI"), the Dutch-registered finance company controlled by Enel S.p.A. ("Enel") ¹ , today launched a multi-tranche "Sustainability-Linked bond" for institutional investors in the Eurobond market for a total of 2.75 billion euros.

Alberto De Paoli, Enel CFO, said: "This new issuance once again demonstrates the Enel Group's commitment to the full integration of sustainability in every area of its business, including its financial strategy. With this new Sustainability-Linked bond we are taking a further step towards our sustainable finance objectives, which not only contribute to the achievement of the Group's decarbonization targets, but also aim to stimulate the entire sector to adopt increasingly sustainable financial strategies."

The new issue is linked to the achievement of Enel's sustainable objective relating to the reduction of Direct Greenhouse Gas Emissions (Scope 1), contributing to United Nations Sustainable Development Goal 13 (Climate Action) and in line with the Group's Sustainability-Linked Financing Framework ("Framework").

The bond, guaranteed by Enel, was approximately 2.5 times oversubscribed, with total orders of approximately 6.6 billion euros and the significant participation of Socially Responsible Investors (SRI), enabling the Enel Group to continue to diversify its investor base.

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

The success of the new issue is a clear acknowledgement of the Group's sustainability strategy and of its ability to generate value, both of which have been reflected once again in the demand and in the pricing mechanics of the issue.

The proceeds from the issue are expected to be used by EFI to fund the Group's ordinary financing needs.

The transaction is aligned with the Framework, last updated in January 2022, which fully integrates sustainability into the Group's global funding program through Sustainability-Linked Bonds, Sustainability-Linked Loans, SDG Commercial Paper Programmes, Sustainability-Linked Foreign Exchange Derivatives, Sustainability-Linked Rates Derivatives and Sustainability-Linked Guarantees.

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 Provider V.E.

With the Strategic Plan presented to the financial community in November 2021, Enel brought forward its "Net Zero" commitment by 10 years, from 2050 to 2040, for both direct and indirect emissions, without resorting to any offsetting measures, such as carbon removal technologies or nature-based solutions. In addition to anticipating the goal of completely decarbonizing its energy mix from 2050 to 2040, Enel confirmed its 2030 goal to reduce its direct CO2eq emissions per kWh (Scope 1) by 80% compared to 2017.

The expected path to the 2040 objective also includes a target of Direct Greenhouse Gas Emissions Amount (Scope 1), measured in grams of CO2eq per kWh, equal to or lower than 140gCO2eq/kWh by 2024.

Specifically, the issue is structured in the following three tranches:

• 1,250 million euros at a fixed rate of 0.250%, with settlement date set on January 17th, 2022, maturing November 17th, 2025:
  • o the issue price has been set at 99.829% and the effective yield at maturity is equal to 0.295%;
  • o the interest rate will remain unchanged to maturity, subject to the achievement of a Sustainability Performance Target ("SPT") equal to or lower than 148gCO2eq/kWh as of December 31st, 2023;
  • o if the SPT is 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 report issued by an external verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for measuring CO2eq emissions applied by the Group;
• 750 million euros at a fixed rate of 0.875%, with settlement date set on January 17th, 2022, maturing January 17th, 2031:
  • o the issue price has been set at 98.700% and the effective yield at maturity is equal to 1.027%;
  • o the interest rate will remain unchanged to maturity, subject to the achievement of an SPT equal to or lower than 140gCO2eq/kWh as of December 31st, 2024;
  • o if the SPT is 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 report issued by an external verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for measuring CO2eq emissions applied by the Group;
• 750 million euros at a fixed rate of 1.250%, with settlement date set on January 17th, 2022, maturing January 17th, 2035:
  • o the issue price has been set at 99.334% and the effective yield at maturity is equal to 1.306%;
  • o the interest rate will remain unchanged to maturity, subject to the achievement of an SPT equal to or lower than 82gCO2eq/kWh as of December 31st, 2030;
  • o if the SPT is 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 report issued by an external

verifier in respect of the Direct Greenhouse Gas Emissions Amount and the methodology for measuring CO2eq emissions applied by the Group.

The issue, which has an average duration of approximately 8 years, has a cost of approximately 0.7%.

Further information on the rationale of the bond issue, the Framework and the related Second Party Opinion issued by V.E 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.

In line with the Strategic Plan, the new multi-tranche Sustainability-Linked issue contributes to the achievement of the Group's objectives related to sustainable finance sources on Group's total gross debt, set at around 65% in 2024 and over 70% in 2030.

The bond issue was supported by a syndicate of banks, with Banca Akros, Barclays, BBVA, BNP Paribas, CaixaBank, Citi, Goldman Sachs, HSBC, IMI-Intesa Sanpaolo, ING, J.P. Morgan, Mediobanca, Natixis, Santander and UniCredit acting 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 US or any other jurisdiction. No securities may be offered, sold or delivered within 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. 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 "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 of Italian laws 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 as amended from time to time, and the applicable Italian laws.