Enel

Pre-Annual General Meeting Information • Oct 28, 2021

Informazione Regolamentata n. 0116-84-2021		Data/Ora Ricezione 28 Ottobre 2021 15:08:16	Euronext Milan
Societa'	:	ENEL
Identificativo Informazione Regolamentata	:	153430
Nome utilizzatore	:	ENELN07 - Giannetti
Tipologia	:	REGEM
Data/Ora Ricezione	:	28 Ottobre 2021 15:08:16
Data/Ora Inizio Diffusione presunta	:	28 Ottobre 2021 15:08:18
Oggetto	:	Extract of the Notice of Meeting of the Securityholders of the "€900,001,000 6 Year Non-Call Capital Securities due 2080"
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 Group VAT code no. 15844561009

EXTRACT OF THE NOTICE OF THE MEETING

of the securityholders of the

"€900,001,000 6 Year Non-Call Capital Securities due 2080" (ISIN: XS2000719992) (the "Securities")

The meeting of the securityholders (the "Securityholders") is convened, on single call, on 9 December 2021, at 3.00 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 "€900,001,000 6 Year Non-Call Capital Securities due 2080" (ISIN: XS2000719992), 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, converted into law (with amendments) by Law no. 27 of 24 April 2020, which effectiveness was lastly extended by Law Decree no. 105 of 23 July 2021, converted into law (with amendments) by Law no. 126 of 16 September 2021 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 30 November 2021);
• 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 8 November 2021);
• the right to ask questions before the Meeting (within 2 December 2021);

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, on the Company's website (www.enel.com), in the Section "Investors", as well as in compliance with the other manners provided for under the current legislation.

The Chairman of the Board of Directors

Michele Crisostomo