Enel

Capital/Financing Update • Jan 16, 2024

Informazione Regolamentata n. 0116-9	Data/Ora Inizio Diffusione 16 Gennaio 2024 20:12:21		Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	185388
Nome utilizzatore	:	Giannetti
Tipologia	:	2.2
Data/Ora Ricezione	:	16 Gennaio 2024 20:12:21
Data/Ora Inizio Diffusione	:	16 Gennaio 2024 20:12:21
Oggetto	:	Enel successfully launches a dual-tranche 1.75 billion euro "Sustainability-Linked bond" in the Eurobond market
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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 ANNOUNCEMENT WOULD BREACH ANY APPLICABLE LAW OR REGULATIONS.

ENEL SUCCESSFULLY LAUNCHES A DUAL-TRANCHE 1.75 BILLION EURO "SUSTAINABILITY-LINKED BOND" IN THE EUROBOND MARKET

• The 1.75 billion-euro Sustainability-Linked Bond collected orders of approximately 5.8 billion euros
• The new issue envisages the use of two sustainability Key Performance Indicators for each tranche, confirming Enel's commitment towards the energy transition as well as contributing to the environmental and financial sustainability of the Company's development strategy

Rome, January 16th , 2024 - Enel Finance International N.V. ("EFI"), a finance company controlled by Enel S.p.A. ("Enel" or "the Company") 1 , launched a dual-tranche "Sustainability-Linked Bond" for institutional investors in the Eurobond market for a total of 1.75 billion euros.

"The outcome of the placement confirms the positive market response to the 2024-2026 Strategic Plan and its focus on the financial discipline aimed at improving invested capital returns and enhancing the Company's credit profile," said Enel Group CFO Stefano De Angelis. "In order to meet the significant interest from investors, the size of the issuance was increased over the initial volume. In line with Group strategic priorities, we will continue working tirelessly to achieve the financial objectives and greenhouse gas emission reduction targets communicated to the markets, with the aim to create long-term value for all our stakeholders."

The issue, which is guaranteed by Enel, was more than three times oversubscribed, with total orders of approximately 5.8 billion euros and the significant participation of Socially Responsible Investors (SRI). The proceeds from the issue are expected to be used by EFI to refinance the Group's ordinary financing needs relating to debt maturities.

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 January 2024, confirming Enel's commitment towards the energy transition as well as contributing to the environmental and financial sustainability of the Company's development strategy.

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

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 Investors Service.

The issuance is structured in the following two tranches:

• 750 million euros at a fixed rate of 3.375%, with settlement date set on January 23rd, 2024, maturing July 23rd, 2028:
• o the issue price has been set at 99.727% and the effective yield at maturity is equal to 3.445%;
• 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, 2026 for the 2024-2026 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 125gCO2eq/kWh on December 31st, 2026;
• o if one or both of the above mentioned 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;
• 1,000 million euros at a fixed rate of 3.875%, with settlement date set on January 23rd, 2024, maturing January 23rd, 2035:
• o the issue price has been set at 98.792% and the effective yield at maturity is equal to 4.013%;
• 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 above mentioned 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.

The issue, which has an average duration of approximately eight years, has an average coupon of 3.66%.

Additional information on the rationale of the bond issue, the Framework and the related Second Party Opinion issued by Moody's Investors Service 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 2024-2026 Strategic Plan, the new Sustainability-Linked Bond contributes to the achievement of the Group's objectives related to sustainable finance sources on Group's total gross debt, set at around 70% in 2026.

The bond issue was supported by a syndicate of banks, with Banca Akros, Barclays, BBVA, BNP Paribas, BPER Banca, Crédit Agricole CIB, Deutsche Bank, Goldman Sachs, IMI-Intesa Sanpaolo, J.P. Morgan, Natixis, Santander, Société Générale, 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 persons who are, "U.S. Persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or 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. 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 applicable to the distribution of such announcement and to the offer and sale of securities. 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 (such persons, collectively, 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 as amended from time to time, and the applicable Italian laws.

Fine Comunicato n.0116-9	Numero di Pagine: 5
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