Approval of integration of Enel green power into Enel

The Boards of Directors of Enel S.p.A. (“Enel”) and Enel Green Power S.p.A. (“EGP”), meeting late yesterday afternoon in London, approved a project for the non-proportional spin-off (the “Spin-Off Project”) of part of EGP into Enel (the “Spin-Off”).

The Spin-Off envisages:

– the assignment by EGP to Enel of the spun-off assets, essentially represented by (i) the 100% stake held by EGP in Enel Green Power International B.V., a Dutch holding company that holds investments in companies operating in the renewable energy sector in North, Central and South America, Europe, South Africa and India; and (ii) the assets, liabilities, contracts and other legal relationships associated with those investments (the “Spun-Off Assets”); and

– the retention by EGP of all remaining assets and liabilities other than those that are part of the SpunOff Assets (and thus, essentially, all Italian operations and a small number of remaining foreign investments).

Since the transaction involves a non-proportional spin-off, it is expected that (i) shareholders of EGP other than Enel may exchange all the shares they hold in EGP with Enel shares and (ii) Enel will exchange the shares corresponding to its stake in the Spun-Off Assets with Enel shares, which will be immediately cancelled in accordance with Art. 2504-ter, paragraph 2, and Article 2506-ter, paragraph 5, of the Italian Civil Code.

The Spin-Off will be carried out on the basis of an exchange ratio of 0.486 newly issued Enel shares for each EGP share tendered for exchange (the “Exchange Ratio”), with no cash adjustment.

As a result, as of the effective date of the Spin-Off, EGP will reduce its share capital by an amount equal to the value of the Spun-Off Assets while Enel will increase its share capital to cover the consideration for the Spun-Off assets. Specifically, Enel will issue up to 770,588,712 new shares – with full rights and a par value of one euro each – to be issued to minority shareholders of EGP in accordance with the Exchange Ratio.

As of the effective date of the Spin-Off, Enel will be the sole shareholder of EGP, and EGP shares will cease to be traded on the Mercato Telematico Azionario, the stock exchange organized and operated by 3/6 Borsa Italiana S.p.A. (“MTA”), and on the Spanish continuous electronic trading system (Sistema de Interconexión Bursátil, SIBE).

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