ENEL S.p.A. announced that it is inviting the securityholders of its outstanding €750,019,000 2.500% Perpetual 5.5 Year Non-Call Capital Securities and of its outstanding USD 1,250,000,000 8.750% Capital Securities due 2073 (X Receipts ISIN: US29265WAA62, N Receipts ISIN: US29265WAB46) to tender subject to the offer and distribution restrictions set out in the offer to purchase dated 9 January 2023 for purchase by the Offeror for cash on the terms and subject to the other conditions set out in the Offer to Purchase (including the appendices and exhibits thereto): The "Capped Maximum Amount" is the amount raised in a Concurrent Offering of Securities less either (i) the principal amount validly tendered and accepted in connection with the Any and All Tender Offer if less than 80% of the principal amount outstanding is tendered and accepted for purchase on the Any and All Tender Offer Securities or (ii) €750,019,000 if equal to or more than 80% of the principal amount outstanding is tendered and accepted for purchase on the Any and All Tender Offer Securities. In applying the Capped Maximum Amount with respect to the Capped Tender Offer Securities, the Company intends to use a conversion rate of Euros to U.S. dollars as described in the Offer to Purchase.  Details of the Offer: Acceptances of the Securities: Subject to the right of the Offeror to extend, re-open, withdraw, terminate or amend the terms and conditions of the Offers contained in the Offer to Purchase, the Offeror will purchase for cash the Securities validly tendered by the Securityholders and accepted by the Offeror (subject to individual minimum denominations). For the Any and All Offer, there is no maximum acceptance amount in respect of the EUR Securities and relevant tenders will not be subject to proration.

For the Capped Tender Offer, the Offeror will accept for purchase the USD Securities only in a principal amount that will not exceed the Capped Maximum Amount. The purchase of USD Securities may be subject to proration as described in the Offer to Purchase. Concurrently with the Offers, the Company intends to complete an offering of perpetual non-call capital securities issued outside the U.S. to non-U.S. Persons in reliance on Regulation S. The Company will, in connection with the allocation of the New Securities, consider among other factors whether or not the relevant investor seeking an allocation of the New Securities has, prior to such allocation, validly tendered or given a firm intention to the Company or the Dealer Managers that they intend to tender their Securities pursuant to the Offers and, if so, the aggregate principal amount of Securities tendered or intended to be tendered by such investor.

Therefore, a Securityholder who wishes to subscribe for New Securities in addition to tendering its Securities for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Securities, subject to the issue of the New Securities and such Holder also making a separate application for the purchase of such New Securities to the Dealer Managers (as defined below) or to any other manager of the issue of the New Securities in accordance with the standard new issue procedures of such manager. However, the Company is not obliged to allocate the New Securities to a Securityholder who has validly tendered or indicated a firm intention to tender the Securities pursuant to the Offers and, if New Securities are allocated, the principal amount thereof may be less or more than the principal amount of Securities tendered by such holder and accepted by the Company pursuant to the Offers. Any such allocation will also, among other factors, take into account the denomination of the New Securities.

All allocations of the New Securities, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Securityholder validly tenders Securities pursuant to the Offers, such Securities will remain subject to such tender and the conditions of the Offers as set out in the Offer to Purchase irrespective of whether that Securityholder receives all, part or none of any allocation of New Securities for which it has applied. Securityholders should note that the pricing and allocation of the New Security are expected to take place prior to the Expiration Dates of the Offers and therefore should provide, as soon as practicable, any indications of a firm intention to tender Securities pursuant to the Offers.

Not all Holders will be able to purchase the New Securities as the New Securities are being offered outside the U.S. to non-U.S. Persons and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.