Significant events in 2017

On February 10, 2017, Enel Green Power participated in the project of Emergency and the architect Renzo Piano for the construction of a pediatric surgery hospital in Entebbe, Uganda, which will become the new center of pediatric excellence in Africa. The hospital will also be a training center for young doctors and nurses from Uganda and neighboring countries, making a significant contribution to improving health standards in the area.

Enel Green Power will provide 2,600 thin-film photovoltaic modules manufactured at the 3Sun factory in Catania, for a total of 289.24 kWp (kilowatt peak), giving the new facility energy autonomy and sustainability.

On April 4, 2017, Enel Green Power signed a 25-year power purchase agreement with Zambia’s state-owned utility ZESCO for the 34 MW Ngonye photovoltaic plant won in June following the first round tender of the Scaling Solar program, which was launched by state-owned investment holding company Industrial Development Corporation Limited (“IDC”). Ngonye is located in the Lusaka South Multi-Facility Economic Zone in southern Zambia, and the award of the capacity to Enel marked the Group’s entry into Zambia’s renewable energy market. Enel will be investing approximately $40 million in the construction of the new photovoltaic plant, which is expected to generate around 70 GWh per year. Ngonye will be owned by a special purpose vehicle in which Enel Green Power will hold 80% and IDC will have a 20% minority stake.

On April 10, 2017, Enel Investment Holding (“EIH”) finalized the acquisition from SAPE (the Romanian stateowned holding company that owns state shareholdings) of around 13.6% of the share capital of e-distribut¸ie Muntenia and Enel Energie Muntenia for a total of about €400 million. Following the transaction, EIH had increased its interest in the two companies to about 78% of their share capital, from the 64.4% held previously. The acquisition was a consequence of SAPE exercising a put option in November 2012. With the exercise of the put option, SAPE had asked for a price of about €520 million, an amount which was contested by EIH. After failing to reach an agreement on the price for the equity interests, in 2014 SAPE began an arbitration proceeding before the International Chamber of Commerce in Paris, in which it lodged a claim for the above price and about €60 million in interest. In its ruling of February 3, 2017, the Arbitral Tribunal set the purchase price for the equity interests involved in the put option at about €400 million, reducing the amount requested by SAPE by more than €100 million and dismissing the claim for interest.

On May 17, 2017, Enel Green Power España was awarded 540 MW of wind power capacity in a tender for 3,000 MW of renewable energy launched by the Spanish government to help the country achieve its target of supplying 20% of energy consumption from renewables by 2020. The Enel Group will invest about €600 million in the construction of the wind capacity, which is part of the investment envisaged in its current Strategic Plan. The plants, which are expected to enter service by 2019, will sell their power in the Spanish wholesale market, while the Spanish government will provide incentives, in terms of yearly capacity payments, to guarantee a constant return over the 25-year lifetimes of the plants. The wind farms will be located in the regions of Aragona, Andalusia, Castile and León, and Galicia, areas which enjoy high levels of wind resources. Once up and running, the wind facilities will generate about 1,750 GWh per year.

On June 5, 2017, Enel Green Power has completed the acquisition of 100% of Amec Foster Wheeler Power from Amec Foster Wheeler Italiana, owner of two wind farms in Campania with a total installed capacity of 54.5 MW. The two plants, in operation since 2006 and 2008, are located in the municipalities of Vallesaccarda (22.5 MW) and Scampitella (32 MW), in the province of Avellino, and generate about 90 GWh per year.

With the transaction, Enel Green Power and Amec Foster Wheeler Italiana closed a preliminary sale agreement signed in December 2016. Enel Green Power paid about €21 million.

One of the most important challenges facing Enel is the implementation of the new-generation meter in the countries where the Group is present with distribution companies. On June 26, 2017, Enel kicked off Open Meter in Italy, the plan to replace 32 million first-generation meters installed beginning in 2001. In Spain, more than 11 million devices will have been installed by the end of 2017.

In Romania, 290,000 will be installed on the three Enel networks by the end of the year. The new smart meter offers considerable benefits to customers and distributors alike, representing the first essential step towards a smart digital grid.

One of the largest challenges facing this innovative tool is the regulatory framework in the various countries, which will require ongoing dialogue to overcome.

On August 7, 2017, Enel Green Power North America (“EGPNA”) completed a tender offer for all of the outstanding shares of EnerNOC for a total price of about $250 million.

EnerNOC has active demand response networks in North America, Europe and Asia-Pacific. Additionally, EnerNOC energy intelligence software enables businesses to boost facility efficiency, simplify utility bill management and ease reporting burdens. The company’s energy procurement tools and services help customers buy energy more strategically, manage risk and optimize pricing.

The completion of the acquisition came as a result of EGPNA’s successful tender offer to EnerNOC’s shareholders for no less than a majority of its shares. A total of 22,447,759 shares were validly tendered into and not withdrawn from the offer, representing about 71.61% of EnerNOC’s outstanding shares at a price of $7.67 per share in cash, representing a premium of about 42% to the company’s closing stock price on June 21, 2017 and a 38% premium to the 30-day weighted average price.

Following its acceptance of the tendered shares, EGPNA completed the acquisition by acquiring a 100% ownership interest in the company. EnerNOC will be delisted following the merger.

On September 13, 2017, Anheuser-Busch and Enel Green Power (“EGP”) signed a Power Purchase Agreement (“PPA”), whereby Anheuser-Busch will purchase the energy delivered to the grid and the associated renewable electricity credits from a portion of Enel Green Power’s Thunder Ranch wind project, in the amount of 152.5 MW.

The wind energy partnership between EGP and Anheuser-Busch is the beer company’s first contracted utility-scale project to start operations in the world, with the Thunder Ranch wind farm becoming operational in December. More specifically, under a Virtual Power Purchase Agreement (“VPPA”), EGP will sell Anheuser-Busch the electricity output delivered to the grid by a 152.5 MW portion of the Thunder Ranch wind farm, substantially boosting the beer company’s purchases of renewable energy.

On September 28, 2017, Enel Produzione was notified of the decision issued by the investigating magistrate of Lecce ordering the seizure of the thermoelectric power plant of Brindisi-Cerano.

The measure is part of a criminal investigation initiated by the Public Prosecutor’s Office of the Court of Lecce concerning the use of fly ash, i.e. that produced by the combustion of coal and captured by the smoke abatement systems of the plant, in the cement industry. The investigation also involves Cementir, a cement company to which the ash was sent for cement production, and ILVA, which provided Cementir with other residues for cement production.

Within the scope of the enquiry, a number of executives/ employees of the company are being investigated for illegal waste disposal and unauthorized blending of waste. In order to enable plant operations to continue, the seizure order authorizes the Brindisi power station to continue generation for 60 days (subsequently extended until February 24, 2018), subject to certain technical requirements intended, according to the accusations, to remove the alleged ash management deficiencies. Enel Produzione has been charged under the provisions of Legislative Decree 231/2001 with the same offenses of which the company’s executives/employees are accused. Following the charges, as provided for by law, the investigating magistrate of Lecce also ordered the seizure of approximately €523 million, equivalent to the profit that the Lecce Public Prosecutor conducting the investigation alleges was generated through the illegal handling of the ash. The seizure order appointed two custodians in order to monitor compliance with the technical measures mentioned earlier.

Enel Produzione has informed the investigating magistrate that the plant is operated in accordance with industry regulations and the highest international technology standards, as well as with a cycle for the production and reuse of residues that is identical to that adopted in the most efficient power plants in Europe and the world, in compliance with the most modern environmental requirements intended to promote a circular economy. Analyses of the ash prior to seizure and those conducted afterwards have consistently confirmed the non-hazardous nature of the material and therefore the legitimacy of the manner in which they have been handled. Enel Produzione, although not agreeing with the allegations, has nevertheless expressed its full willingness, in agreement with the investigating magistrate and the custodians, to rapidly implement technical solutions for the execution of the requirements imposed with the seizure order that take account of the operational and logistical complexities associated with their implementation and the associated risks to the national electricity system.

In this regard, with the request for an extension of the use of the power station on November 15, 2017, Enel Produzione asked for authorization to test a management approach that would separate the ash by operational stage, thereby enabling the implementation of the provision of the order. Subsequently, following the testing, the company obtained an extension of another 90 days until February 24, 2018.

In the meantime, the Public Prosecutor, in view of the need to proceed with evidence gathering with a technical enquiry into the facts of the case, asked the investigating magistrate to move ahead with this stage. At the hearing of February 2, 2018, the magistrate assigned the engagement to the technical experts, giving them 150 days to file their report.

In the 3rd Quarter of 2017, Enel Green Power (“EGP”) finalized agreements with the Canadian institutional investor CDPQ and the investment vehicle CKD IM for the sale of a total of 80% of the share capital of eight special purpose vehicles (“SPVs”). The SPVs, which are owned by EGP through a Mexican company, own three plants in operation and five under construction for a total capacity of 1.7 GW. The finalization of the disposal involved a corporate restructuring of Enel Green Power México, the sole shareholder of the eight SPVs being sold. The restructuring was completed with the demerger of 60.8% of the eight SPVs to a newly formed company – Tenedora de Energía Renovable Sol y Viento SAPI de Cv – and the remaining 39.2% to eight new companies (the mini-holding).

Under the agreements, EGP will continue to operate the plants owned by the SPVs after the disposal and will complete those still under construction, maintaining a significant influence.

In addition, as from January 1, 2020, EGP may transfer additional projects to the Holding company. As a result of these possible transfers, it could therefore increase its interest in the Holding company until it becomes the majority shareholder. The transaction is worth $2.6 billion, of which a price of about $340 million for the sale of 80% of the Holding company’s share capital and about $2.2 billion for financing (in part through related-party loans and in part through project financing arrangements) granted to the SPVs.

The closing of the transaction was originally subject to a number of ordinary conditions and receipt of the necessary authorization from the Mexican antitrust authorities. The price will be paid at the closing, bearing in mind that the amount will be subject to a subsequent price adjustment normal for this type of transaction, based on variations in the net working capital of the Holding company.

On October 23, 2017, Enel, acting through a consortium led by the Enel Green Power (“EGP”) renewables division and including leading Ethiopian infrastructure company Orchid Business Group, was selected as the preferred bidder for a 100 MW photovoltaic project following a solar tender launched by local utility Ethiopian Electric Power (“EEP”) within the framework of the country’s Growth and Transformation Plan (“GTP 2”), with which the Ethiopian government hopes to achieve about 12,000 MW of hydroelectric, wind, geothermal and solar capacity in partnership with the private sector in order to meet the country’s demand for electrification while at the same time diversifying the generation mix in line with the 2020 national energy plan. The consortium has the right to develop, build and operate the 100 MW of photovoltaic capacity in Metehara, in the Oromia region, about 200 km east of Addis Ababa, an area with a high level of solar radiation.

The consortium headed by EGP will be investing about $120 million in the construction of the photovoltaic plant. The Metehara plant is expected to enter service in 2019. Once up and running, the facility will be able to generate approximately 280 GWh per year, while avoiding the emission of around 296,000 metric tons of CO₂ into the atmosphere. The project is supported by a 20-year power purchase agreement with EEP for all of the energy generated by the plant.

On November 2, 2017, Enel Generación Chile was awarded the supply of 1.180 TWh per year to a number of Chilean distribution companies through the tender launched by the country’s National Energy Commission (Comisión Nacional de Energía) aimed at meeting the energy demand of regulated market customers over the 2024-2043 period.

Thanks to the synergies between Enel Generación Chile and Enel Green Power, the Group won 54% of the 2.2 TWh per year offered in the tender, more than any other participant.

The energy awarded to Enel will be generated with a mix of new renewable projects comprising 116 MWp of solar, 93 MW of wind and 33 MW of geothermal for a total capacity of 242 MW in the Antofagasta region, in northern Chile, as well as a wind farm in the Araucanía region, in southern Chile.

The facilities are expected to enter into service by 2024, generating around 1.180 TWh per year and avoiding the annual emission of around 500,000 metric tons of CO₂ into the atmosphere. The tender was launched within the scope of Chile’s General Power Service Law (Ley General de Servicios Eléctricos) 4/2006 shaping the regulatory framework for public tenders in order to provide distribution system operators with longterm power supply contracts with generators that would enable them to meet the power consumption needs of regulated market customers in their concession areas.

On November 23, 2017, Enel Rinnovabile was awarded the right to sign a number of contracts in Mexico to supply energy and green certificates from four wind projects with a total capacity of 593 MW in the country’s third long-term public tender since its energy reform.

The Enel Group will be investing around $700 million in the construction of the new facilities, in line with the investments outlined in the company’s current Strategic Plan. Each project will be supported by a contract providing for the sale to Mexico’s Cámara de Compensación of specified volumes of energy over a 15-year period and of the related green certificates over a 20-year period. The new plants are due to enter into operation in the 1st Half of 2020. Once fully operational, the facilities are expected to produce 2.09 TWh/year of renewable energy, therefore avoiding the annual emission of nearly 960,000 metric tons of CO₂ into the atmosphere.

Three plants, Amistad II and Amistad III with a total installed capacity of 100 MW each, and Amistad IV with an installed capacity of 149 MW, will be built in Acuña, in the northern state of Coahuila. Amistad II and III are expected to generate annually over 350 GWh each, while avoiding the emission into the atmosphere of around 170,000 metric tons of CO₂ each. Amistad IV is expected to generate more than 510 GWh per year, while avoiding the annual emission of around 234,000 metric tons of CO₂ into the atmosphere.

The 244 MW Dolores facility will be built in China, a municipality in the north-eastern state of Nuevo León. The plant is expected to generate nearly 850 GWh each year, while avoiding the annual emission of about 390,000 metric tons of CO₂ into the atmosphere.

On December 4, 2017, Enel Green Power North America signed three Capacity Storage Agreements (“CSA”) with California utility Pacific Gas and Electric (“PG&E”) for a total capacity of 85 MW/340 MWh. Under the agreements, Enel will build the Kingston, Cascade, and Sierra standalone lithium-ion energy storage projects, which will all be located in California. The energy storage systems will connect directly to PG&E’s grid and will charge the lithium- ion batteries when there is an abundance of renewable energy. The energy stored in the batteries will then be delivered back to the grid during times of peak demand, increasing grid reliability, while also easing congestion.

The projects have been developed with Sovereign Energy Storage, an independent developer of large-scale utility battery energy storage projects, and are expected to be operational by 2023, pending review and approval by the California Public Utility Commission as well as local and regulatory agencies.

On December 18, 2017, Enel Green Power Brasil Participações was awarded the right to sign 20-year power supply contracts in the country with a new solar PV project of 388 MW following the A-4 public tender organized by the Brazilian federal government via the country’s energy regulator ANEEL. The Enel Group is expected to invest nearly $355 million in the construction of the plant, in line with the investment outlined in its current Strategic Plan.

The award, equal to 49% of the 791 MW of PV capacity offered in the tender, was greater than any other awards to the other solar energy bidders. The São Gonçalo solar plant will be supported by 20-year power supply contracts, which provide for the sale of specified volumes of energy generated by the facility to a pool of distribution companies operating in the Brazilian regulated market. The plant will be built in the São Gonçalo do Gurguéia municipality, in the state of Piauí. The plant is expected to start operations in early 2021 and will generate more than 850 GWh of renewable energy each year once fully up and running.

Subsequently, on December 20, 2017, Enel Green Power Brasil Participações was awarded the right to sign 20- year power supply contracts in the country with three wind projects for 618 MW of new capacity following the A-6 public tender organized by the Brazilian federal government via the country’s energy regulator ANEEL. The Enel Group is expected to invest approximately $750 million in the construction of the three plants, in line with the investment set out in its current Strategic Plan.

Each wind farm is supported by 20-year power supply contracts, which provide for the sale of specified volumes of energy generated by the plant to a pool of distribution companies operating in the Brazilian regulated market. The wind farms, which will be built in the north-eastern Brazilian states of Piauí and Bahia, are expected to start operation in early 2023. The projects, once fully up and running, will be able to generate approximately 3 TWh of renewable energy each year.

On January 9, 2017, Enel Finance International (“EFI”) successfully placed on the European market its first Green Bond for institutional investors (with settlement on January 16), backed by a guarantee issued by Enel. The issue totals €1,250 million and provides for repayment in one instalment at maturity on September 16, 2024, as well as the payment of a fixed-rate coupon of 1%, payable annually in arrears in September, as from September 2017. The issue price was set at 99.001% and the effective yield to maturity is equal to 1.137%. The Green Bond is listed on the regulated markets of the Irish and Luxembourg Stock Exchanges. The transaction received subscriptions of about €3 billion, with considerable interest from socially responsible investors (“SRI”), enabling Enel to further diversify its investor base. The net proceeds raised from the issue – carried out under the medium-term note program of Enel and EFI (the Euro Medium-Term Notes - EMTN) – will be used to finance the Enel Group’s eligible green projects identified and/or to be identified in accordance with the Green Bond Principles 2016 published by the International Capital Market Association (ICMA). More specifically, the categories of projects that qualify as eligible green projects include, for example, the development, construction and repowering of renewable power plants, the development of transmission and distribution grids, and the implementation of smart grids and smart meters in the geographical areas in which the Group operates.

The operation was led by a syndicate of banks comprising Banca IMI, BofA Merrill Lynch, Crédit Agricole CIB, Citi, Deutsche Bank, HSBC, JP Morgan, Mizuho Securities, Natixis, SMBC Nikko and UniCredit as joint-bookrunners.

As part of the refinancing program approved by the Board in April, on May 23, 2017, Enel Finance International, an Enel Group finance subsidiary, launched a multi-tranche bond issue offered on the US and international markets for institutional investors for a total of $5 billion, the equivalent of about €4.5 billion. The issue was oversubscribed around 3.5 times, attracting orders exceeding $17 billion.

On August 2, 2017, Enel Finance International (“EFI”) purchased in cash the entire $1,750,000,000 bond issued by EFI and guaranteed by Enel. The operation was conducted on the basis of the “make whole call option” provided for in the original contract, under which it is possible to redeem the bond early at a price calculated on the basis of the present value of the payments of principal and interest, discounted at a rate increased by a spread of 30 basis points.

The repurchase was carried out as part of the strategy to optimize the structure of the Enel Group’s liabilities through active management of maturities and of cost of debt.

On December 8, 2017, Enel announced that two of its distributed energy projects had been selected to receive financing totaling $2.1 million under the Advancing Commonwealth Energy Storage (ACES) program run by the Massachusetts Clean Energy Centre (“MassCEC”). These will be Enel’s first distributed energy projects in Massachusetts, the state that hosts the Group’s headquarters in North America, and involve a “behind-the-meter” microgrid and a battery storage system. More specifically, the initiatives consist in:

• a project proposal for a “behind-the-meter” microgrid, which received funding of $850,000. The project, in a collaboration between Enel Green Power North America and the University of Massachusetts Boston (“UMass Boston”), involves a lithium-ion storage system of 0.5 MW/1.82 MWh integrated with a 0.5 MW photovoltaic system to be installed on the university campus in Boston;
• the development of a lithium-ion power storage system of 2 MW/4 MWh proposed by EnerNOC to the Acton Boxborough Regional School District (ABRSD), which was awarded $1.25 million, the largest financing granted under the ACES program.

Both projects are combining behind-the-meter demand charge management and in-front-of-the-meter, demand response applications, creating multiple revenue streams for all the parties involved and generating benefits for the grid in terms of balancing and reliability.

On January 14, 2017, Enel SpA and Dubai Electricity and Water Authority (“DEWA”), Dubai’s public service infrastructure company, signed a memorandum of understanding (MoU) for cooperation in smart grids and network digitization. The MoU, which has a duration of three years and could be extended by mutual agreement, seeks to build partnership relations between Enel and DEWA to facilitate the achievement of common strategic objectives and the exchange of information, experience and studies in the areas outlined by the MoU, including the analysis of key performance indicators in smart grid management as well as network digitization and security. Enel and DEWA will cooperate in research activities in the areas covered by the MoU and will share Enel’s experience in distribution automation, renewable energy integration, smart meters and smart cities, with special reference to the role played by Enel in Expo Milano 2015, as well as DEWA’s efforts in the field of smart grids. The parties will also evaluate cooperation opportunities in network technologies for Expo 2020 Dubai, given Enel’s experience in building a fully-electric smart city for Expo Milano 2015 and DEWA’s contribution to the development of network infrastructure and related technologies for Expo 2020.

On February 28, 2017, Enel, acting through its US renewable energy subsidiary Enel Green Power North America (“EGPNA”), became a global partner and strategic advisor of Energy Excelerator, a leading American incubator for clean energy start-ups based in Hawaii.

By joining Energy Excelerator, a non-profit organization whose mission is to solve the challenges of world energy systems through innovation, Enel will access its portfolio of start-ups advise in the selection of projects to be supported by the incubator.

Hawaii, which has a high penetration of renewable energy sources, will enable Enel to expand its network of innovators to open energy up to new uses, new technologies and new people.

On July 6, 2017, Enel signed a two-year agreement with Amber Kinetics, the US-based start-up born out of an initiative of professors and researchers from UC Berkeley, with the aim of assessing the start-up’s innovative flywheel storage technology, which is an electro-mechanical system consisting of a large rotating mass able to store energy. Under the terms of the agreement, Enel will study and test the technology and identify mass business applications for the integration of the technology with the grid. Upon completion of a three-month test phase involving two synchronized flywheel units at one of Amber Kinetics’ test sites in California, Enel will evaluate the possibility of utilizing the 40 kW/160 kWh model of the technology in a pilot project at one of its thermal power plants.

The 5,000 lb. (approximately 2,267 kg) steel flywheel system is charged by converting the electricity from the power plant to which is coupled or from a power grid into the kinetic energy of the spinning wheel, which can rotate for up to four hours on a single charge. At times of peak power demand, the flywheel turns a generator – automatically or through a control system – converting its kinetic energy back into electricity that is delivered to the grid.

On July 12, 2017, Enel and Cisco signed a memorandum of understanding for developing innovative digital solutions in the energy sector. The aim is to fully leverage the potential of telecommunications technology, IT security and the Internet of Things to create new services and a smart grid that is even more secure, intelligent and reliable to serve Italy’s needs. This goal can also be achieved thanks to a specialist training program enabling not only Enel employees but also numerous students and industry professionals to update their skills and acquire the necessary knowledge for managing, monitoring and protecting a grid in which digital technology and traditional electrical technology are ever more interconnected.

On November 7, 2017 Enel and the Italian State Railways signed a three-year memorandum of understanding to jointly develop innovative projects in the transportation and energy fields. The areas of interest include 3D printing, the efficient use of electricity, the sharing of innovation spaces and co-working and joint participation in national and international project financed by the Italian government and the European Union. The skills held by the two companies are perfectly complementary in the capacity for analysis and application of innovative solutions in the transportation and energy sectors, in line with market developments and opening the way to the generation of considerable synergies, including in the infrastructure area.

On December 28, 2017, the “E-VIA FLEX-E mobility in Italy, France and Spain” project was launched for the installation of 14 ultra-fast charging stations in Europe, coordinated by Enel and co-financed by the European Commission. The aim is to test a network that enables new electric vehicles with a range of more than 300 km to travel long distances and to contribute to the development and spread of e-cars in Europe.

The project, presented by Enel as coordinator, in collaboration with the utilities EDF, Enedis and Verbund, the car manufacturers Nissan and Groupe Renault as well as Ibil, a Spanish company specialized in charging services for electric vehicles, was selected by the European Commission in the Connecting Europe Facility Transport 2016 call, obtaining funding that will cover half of the investment required. The overall budget co-financed by the European Commission is about €6.9 million. Enel will invest €3.4 million in the project, which will also be co-financed by the Commission.

The installation of the ultra-fast charging stations (High Power Charging - HPC) will start by the end of 2018 at 14 sites: 8 in Italy, 4 in Spain and 2 in France. The charging stations will all be high power, ranging from 150 kW to 350 kW.

The network of ultra-fast charging stations of the E-VIA FLEX-E project will join that envisaged in the EVA+ (Electric Vehicles Arteries) project, also co-financed by the European Commission, which provides for the installation of 180 fast charging points (Fast Recharge Plus) in three years along Italian extra-urban corridors. The first 40 Fast stations have already been installed, making it possible to travel with an electric car along the Rome-Milan route, among others.

On August 25, 2017, the Board of Directors of the subsidiary Enel Chile began analyzing a possible reorganization of the Enel Group’s shareholdings in Chile based on a nonbinding proposal formulated by Enel Chile and sent to Enel in July. The analysis began following examination by the Board of Directors of Enel Chile of a letter transmitted on the same date by Enel in which the latter expressed a favorable preliminary opinion on the possible reorganization./p>

This favorable assessment was based on the conclusion reached by Enel that the operation was consistent with a number of Enel’s strategic objectives, including the simplification of the ownership structure of the Group’s listed Chilean companies.

Following the analysis, on December 20, 2017, the Shareholders’ Meetings of the two companies approved, within the scope of their respective authority, the following phases of the operation, each of which is conditional on implementation of the other:

• the integration in Enel Chile of the Chilean renewables assets held by Enel Green Power Latin America SA (“EGP Latin America”) through the merger by incorporation of the latter into Enel Chile, with the Extraordinary Shareholders’ Meeting of Enel Chile having approved a capital increase to serve the merger. The shareholders of Enel Chile who expressed their disagreement with the merger will have the right to withdraw pursuant to applicable regulations. The merger is conditional on the withdrawal of shareholders holding no more than 5% of share capital of Enel Chile. The merger was also approved by the Extraordinary Shareholders’ Meeting of EGP Latin America;
• the launch by Enel Chile of a public tender offer (the “Offer”) for all of the shares of the subsidiary Enel Generación Chile held by minority shareholders, whose effectiveness is subject to the acquisition of a total number of shares that would enable Enel Chile to increase its holding in Enel Generación Chile to more than 75% of share capital from the current 60%. In accepting the Offer, Enel Generación Chile’s minority shareholders will commit to reinvest in newly issued Enel Chile shares part of the consideration they receive, as a capital increase of Enel Chile has been approved to serve the Offer;
• the amendment of the bylaws of Enel Generación Chile with the aim to remove the limits on share ownership in the company, which currently do not allow any single shareholder to own more than 65% of the company’s share capital.