Obligation Enera 3.625% ( US29278GAA67 ) en USD

Enera

98.34 % ▲

Italie

US29278GAA67 ( en USD )

3.625% par an ( paiement semestriel )

25/05/2027

Prospectus brochure de l'obligation Enel US29278GAA67 en USD 3.625%, échéance 25/05/2027

200 000 USD

2 000 000 000 USD

29278GAA6

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

25/05/2025 ( Dans 24 jours )

ENEL est une multinationale italienne d'énergie publique, active dans la production, la distribution et la vente d'électricité et de gaz, opérant dans plus de 30 pays.

L'obligation italienne d'ENEL (ISIN : US29278GAA67, CUSIP : 29278GAA6) d'une valeur nominale de 2 000 000 000 USD, échéant le 25/05/2027, avec un coupon de 3,625% payable semestriellement, est actuellement négociée à 98,13% de sa valeur nominale, avec une taille minimale de transaction de 200 000 USD, notée BBB par S&P et Baa1 par Moody's.

Important notice
THE OFFERING CIRCULAR ATTACHED HERETO IS AVAILABLE ONLY (1) IN THE UNITED STATES, TO
QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") AND (2) OUTSIDE THE UNITED STATES TO CERTAIN
INSTITUTIONAL INVESTORS THAT ARE NOT U.S. PERSONS IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S").
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Offering
Circular following this page. You are advised to read this disclaimer carefully before accessing, reading or making any other use
of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions,
including any modifications to them from time to time, each time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE PURCHASED OR SOLD
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAWS. THE COMPANY TO WHICH THE OFFERING CIRCULAR
FOLLOWING THIS PAGE REFERS HAS NOT AND WILL NOT BE REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940.
YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE OFFERING CIRCULAR,
ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING
CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS.
CONFIRMATION OF YOUR REPRESENTATION: In order to be able to view the Offering Circular following this page or
make an investment decision with respect to the securities, investors must be (1) QIBs or (2) institutional investors that are not
U.S. persons and are outside the United States (in accordance with Regulation S). The Offering Circular following this page is
being sent at your request and, by reading the e-mail that delivers the Offering Circular and accessing it, you shall be deemed to
have represented to us that (1) you and any customers you represent are (a) QIBs or (b) institutional investors who are not U.S.
persons and outside the United States (in accordance with Regulation S) and that the e-mail address to which the Offering
Circular has been delivered is not located in the United States of America, its territories, its possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its
jurisdiction, and (2) you consent to delivery of the Offering Circular and any amendments or supplements thereto by electronic
transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession
the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you
may not, nor are you authorized to, deliver the Offering Circular, electronically or otherwise, to any other person. If you receive
the Offering Circular by e-mail, you should not reply by e-mail to this notice. Any reply e-mail communications, including those
you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive the Offering
Circular by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is
free from viruses and other items of a destructive nature.
The Offering Circular does not constitute, and may not be used in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction, by the Initial Purchasers,
the Issuer or the Guarantor (all as defined in the Offering Circular following this page) that would or is intended to permit a
public offering of the securities, or possession or distribution of a prospectus (in preliminary, proof or final form) or any other
offering or publicity material relating to the securities in any country or jurisdiction where action for that purpose, or registration,
is required. If a jurisdiction requires that the offering be made by a licensed broker, dealer or registered financial intermediary
and any of the Initial Purchasers is a licensed broker, dealer or registered financial intermediary in that jurisdiction, any such
offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Issuer or the Guarantor in such
jurisdiction.
The Offering Circular has been sent to you in an electronic format. You are reminded that documents transmitted in an electronic
format may be altered or changed during the process of transmission and consequently none of the Initial Purchasers, the Issuer
or the Guarantor and their respective affiliates, directors, officers, employees, representatives and agents or any other person
controlling any of the Initial Purchasers, the Issuer or the Guarantor or any of their respective affiliates accepts any liability or
responsibility whatsoever in respect of any discrepancies between the Offering Circular distributed to you in electronic format
and the hard-copy version.

OFFERING CIRCULAR
STRICTLY CONFIDENTIAL
Enel Finance International N.V.
(incorporated as a limited liability company under the laws of The Netherlands)
US$2,000,000,000 2.875% Notes due 2022
Issue price: 99.700%
US$2,000,000,000 3.625% Notes due 2027
Issue price: 98.990%
US$1,000,000,000 4.750% Notes due 2047
Issue price: 99.841%
Unconditionally and irrevocably guaranteed by
Enel-Società per Azioni
Enel Finance International N.V. (the Issuer or Enel N.V.) is offering US$2,000,000,000 2.875% Notes due 2022 (the 2022 Notes), US$2,000,000,000
3.625% Notes due 2027 (the 2027 Notes), and US$1,000,000,000 4.750% Notes due 2047 (the 2047 Notes and, together with the 2022 Notes and the 2027
Notes, the Notes), with an unconditional and irrevocable guarantee (the Guarantee) as to payment of all amounts owing in respect of the Notes from Enel-
Società per Azioni (the Guarantor or Enel), as further described in this offering circular (the Offering Circular) under "Terms and conditions of the
Notes" (the Conditions).
The 2022 Notes will bear interest at a rate of 2.875% per annum. The 2027 Notes will bear interest at a rate of 3.625% per annum. The 2047 Notes will bear
interest at a rate of 4.750% per annum. Each Note will bear interest from the date of original issuance payable semi-annually in arrears on May 25 and
November 25 in each year commencing on November 25, 2017 (each an Interest Payment Date).
The Notes will be unsecured and will rank pari passu in right of payment with the Issuer's other unsecured unsubordinated indebtedness. The Guarantee will
be unsecured and unsubordinated and will rank at least equally in right of payment with Enel's other unsecured unsubordinated indebtedness.
The Issuer may redeem the Notes at 100% of their nominal amount plus accrued interest if certain tax events as described in this Offering Circular occur. In
addition, the Issuer may redeem the Notes in whole or in part at any time at the greater of 100% of the principal amount or a make-whole amount described
herein, in each case plus accrued interest.
The Issuer has a right of substitution pursuant to Condition 15 (Substitution). The Notes will not be listed on any securities exchange or included in any
automated quotation system.
Investing in the Notes involves certain risks. See "Risk factors" beginning on page 13.
The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any
securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or
benefit of, any U.S. person (as defined in Regulation S under the Securities Act (Regulation S)) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Holders of the Notes will not have the benefit of any registration rights. The Notes will be
offered and sold in offshore transactions outside the United States in reliance on Regulation S and within the United States to "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act (Rule 144A)) (QIBs), in transactions exempt from the registration requirements of the Securities Act.
Prospective purchasers in the United States are hereby notified that the Issuer and the Guarantor may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Because the Notes have not been registered, they are subject to certain restrictions on resale
described under "Subscription and sale."
The Initial Purchasers (as defined herein) expect to deliver the Notes to purchasers in registered book-entry form through the facilities of The Depository
Trust Company (DTC) and its participants (including Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream)) on
or about May 25, 2017. See "Book-entry--Clearance systems."
Joint Bookrunners
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Goldman Sachs & Co. LLC
HSBC
J.P. Morgan
Morgan Stanley
Société Générale
Corporate & Investment Banking
The date of this Offering Circular is May 22, 2017.

Table of contents
Page
Notice to investors .......................................................................................................................................... ii
Service of process and enforcement of civil liabilities ................................................................................. vii
Forward-looking statements .......................................................................................................................... ix
Documents incorporated by reference .............................................................................................................x
Presentation of financial and other information ............................................................................................ xii
Available information .................................................................................................................................. xvi
Summary..........................................................................................................................................................1
Summary of the Offering .................................................................................................................................4
Summary financial information .......................................................................................................................9
Risk factors .................................................................................................................................................... 12
Exchange rates ............................................................................................................................................... 25
Use of proceeds ............................................................................................................................................. 26
Capitalization ................................................................................................................................................. 27
Management .................................................................................................................................................. 28
Form of the Notes .......................................................................................................................................... 32
Terms and conditions of the Notes ................................................................................................................ 34
Book-entry--Clearance systems ................................................................................................................... 48
Certain tax considerations.............................................................................................................................. 51
Certain ERISA considerations ....................................................................................................................... 63
Subscription and sale ..................................................................................................................................... 65
General information ....................................................................................................................................... 74
Independent auditors ...................................................................................................................................... 75
Legal matters ................................................................................................................................................. 76
Index to financial statements ....................................................................................................................... F-1

-i-

Notice to investors
Each of the Issuer and the Guarantor accept responsibility for the information contained in this Offering Circular. To
the best of the knowledge of each of the Issuer and the Guarantor (each having taken all reasonable care to ensure
that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted
by Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Société Générale (the Initial Purchasers) as
to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other
information provided by the Issuer or the Guarantor in connection with the Notes.
The only persons authorized to use this Offering Circular in connection with an offer of the Notes are the persons
named in this Offering Circular as the Initial Purchasers.
No person is or has been authorized by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other information supplied in
connection with the Notes and, if given or made, such information or representation must not be relied upon as
having been authorized by the Issuer or the Guarantor or any of the Initial Purchasers.
Neither this Offering Circular nor any other information supplied in connection with the Notes should be considered
as a recommendation by the Issuer or the Guarantor or any of the Initial Purchasers that any recipient of this
Offering Circular should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer and the Guarantor.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer or the Guarantor is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as
of any time subsequent to the date indicated in the document containing the same. The Initial Purchasers expressly
do not undertake to update the financial condition or affairs of the Issuer or the Guarantor or to advise any investor
in the Notes of any information coming to their attention.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Offering Circular and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. The Issuer, the Guarantor and the Initial Purchasers do not represent that this Offering Circular may be
lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer,
the Guarantor or the Initial Purchasers which is intended to permit a public offering of any Notes or distribution of
this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Offering Circular and the offering and sale of the Notes. See "Subscription and
sale."
The Notes described herein have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the SEC) or any state securities commission or other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy
or adequacy of this Offering Circular. Any representation to the contrary is unlawful.

-ii-

This Offering Circular is being submitted on a confidential basis in the United States to QIBs for informational use
solely in connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorized. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally
submitted.
The Notes may be offered or sold within the United States only to QIBs in transactions exempt from registration
under the Securities Act.
In connection with the offering of the Notes, the Initial Purchasers are not acting for anyone other than the Issuer
and will not be responsible to anyone other than the Issuer for providing the protections afforded to their clients nor
for providing advice in relation to the issue.
Each initial and subsequent purchaser of Notes will be deemed, by its acceptance or purchase thereof, to have made
certain acknowledgements, representations and agreements intended to restrict the resale or other transfer of such
Note, as described in this Offering Circular, and, in connection therewith, may be required to provide confirmation
of its compliance with such resale or other transfer restrictions in certain cases. See "Subscription and sale."
Notice to investors in the United Kingdom
The applicable provisions of the United Kingdom Financial Services and Markets Act 2000 (the FSMA) must be
complied with in respect of anything done in relation to the Notes in, from or otherwise involving the United
Kingdom. This Offering Circular is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the Financial Promotion Order), (ii) are
persons falling within Article 49(2)(a) to (d) (high net-worth companies, unincorporated associations, etc.) of the
Financial Promotion Order, (iii) are outside the United Kingdom (all such persons together being referred to as
"relevant persons"). This Offering Circular is directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
Notice to investors in France
This Offering Circular has not been prepared and is not being distributed in the context of a public offering of
financial securities in France (offre au public de titres financiers) within the meaning of Article L.411-1 of the
French Monetary and Financial Code and Title I of Book II of the Règlement Général of the Autorité des marchés
financiers (the French Financial Markets Authority) (the AMF). Consequently, the Notes may not be, directly or
indirectly, offered or sold to the public in France, and neither this Offering Circular nor any offering or marketing
materials relating to the Notes must be made available or distributed in any way that would constitute, directly or
indirectly, an offer to the public in France.
The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) acting for their own
account and/or to providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers), all as defined
in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French
Monetary and Financial Code and applicable regulations thereunder.
Prospective investors are informed that:
(i)
this Offering Circular has not been and will not be submitted for clearance to the AMF;
(ii)
in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and
Financial Code, any qualified investors subscribing for the Notes should be acting for their own account; and
(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in
compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Monetary
and Financial Code.

-iii-

Notice to investors in the Republic of Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered,
nor may copies of this Offering Circular or of any other document relating to any Notes be distributed in the
Republic of Italy, except, in accordance with all Italian securities, tax and exchange control and other applicable
laws and regulations:
(i)
to qualified investors (investitori qualificati), as referred to in Article 100 of Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and Article 34-ter, first paragraph, letter b) of
CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (Regulation No. 119711);
or
(ii)
in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the
Financial Services Act and Article 34-ter, first paragraph of Regulation No. 11971.
In any event, any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other
document relating to the Notes in the Republic of Italy must be in compliance with the selling restrictions under
paragraphs (i) or (ii) above and must be:
a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 and
Legislative Decree No. 385 of 1 September 1993 (the Banking Act) (in each case, as amended from time to
time); and
b) in compliance with any other applicable laws and regulations, including any limitation or requirement which
may be imposed from time to time by CONSOB and/or the Bank of Italy (including, the reporting requirements,
where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of
Italy, as amended from time to time) and/or any other Italian competent authority.
Provisions relating to the secondary market
In accordance with Article 100-bis of the Financial Services Act, where no exemption from the rules on public
offerings applies under paragraphs (i) or (ii) above, the subsequent distribution of the Notes on the secondary market
in Italy must be made in compliance with the public offer and the prospectus requirement rules provided under the
Financial Services Act and Regulation No. 11971. Failure to comply with such rules may result in the sale of such
Notes being declared null and void and in the liability of the intermediary transferring the financial instruments for
any damages suffered by the investors. Furthermore, where the Notes are placed solely with professional investors
and are then systematically resold on the secondary market at any time in the 12 months following such placement,
purchasers of Notes who are acting outside of the course of their business or profession may in certain
circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose
premises the Notes were purchased, unless an exemption provided for under the Financial Services Act applies.
Notice to investors in Canada
The Notes may be sold only to purchasers, purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Offering Circular (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-
105), the Initial Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering of Notes.

-iv-

Notice to investors in Singapore
This Offering Circular has not been, and will not be, registered as a prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this Offering Circular and any document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Notes, must not be issued, circulated or distributed nor
may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or directly, to persons in Singapore other than (a) to an institutional investor under section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the SFA), (b) to a relevant person pursuant to section 275(1),
or any person pursuant to section 275(1A), and in accordance with the conditions specified in sections 275, of the
SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA.
Where the Notes are subscribed or purchased under section 275 of the SFA by a relevant person which is:
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest in that
trust shall not be transferred within six (6) months after that corporation or that trust has acquired the Notes pursuant
to an offer made under section 275 of the SFA except:
(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person
arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in section 276(7) of the SFA; or
(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore.
Notice to investors in Hong Kong
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances
which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the laws of Hong Kong) (the Companies (Winding Up and Miscellaneous
Provisions) Ordinance) or which do not constitute an invitation to the public within the meaning of the Securities
and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the Securities and Futures Ordinance), or (ii) to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in
other circumstances which do not result in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the
Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in
Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect
to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.
Notice to investors in Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the
"FIEA") and have not been and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA
and any other applicable laws, regulations, and ministerial guidelines of Japan. As used in this paragraph, "resident

-v-

of Japan" means a natural person having his/her place of domicile or residence in Japan, or a legal person having its
main office in Japan. A branch, agency or other office in Japan of a non-resident, irrespective of whether it is legally
authorized to represent its principal or not, shall be deemed to be a resident of Japan even if its main office is in any
other country than Japan.
If an offeree does not fall under a "qualified institutional investor" (tekikaku kikan toshika), as defined in Article 10,
Paragraph 1 of the Cabinet Office Ordinance Concerning Definition Provided in Article 2 of the Financial
Instruments and Exchange Law (Qualified Institutional Investor), the Notes will be offered in Japan by a private
placement to small number of investors (shoninzu muke kanyu), as provided under Article 23-13, Paragraph 4 of the
FIEA, and, accordingly, the filing of a securities registration statement for a public offering pursuant to Article 4,
Paragraph 1 of the FIEA has not been made. Such offeree or purchaser of the Notes is prohibited from transferring
the Notes except in the case of a transfer of such Notes in whole to a single transferee. Further, any such transferee
is also prohibited from transferring the Notes except in the case of a transfer of such Notes in whole to a single
transferee. If an offeree falls under the Qualified Institutional Investor, the Notes will be offered in Japan by a
private placement to the Qualified Institutional Investors (tekikaku kikan toshokamuke kanyu), as provided under
Article 23-13, Paragraph 1 of the FIEA, and accordingly, the filing of a securities registration statement for a public
offering pursuant to Article 4, Paragraph 1 of the FIEA has not been made. Such offeree who subscribes the Notes
(the QII Notes) or purchaser of the QII Notes will be prohibited from transferring its QII Notes other than to another
Qualified Institutional Investor. Furthermore, any such transferee of the QII Notes will also be prohibited from
transferring its QII Notes other than to another Qualified Institutional Investor.
Notice to investors in the Netherlands
The Notes are and may not be offered in the Netherlands other than to persons or entities who or which are qualified
investors (gekwalificeerde beleggers) (as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het
financieel toezicht)).
Notice to Investors in the EEA
This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a Prospectus for offers of
Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which
are the subject of the offering contemplated by this Offering Circular may only do so in circumstances in which no
obligation arises for the Issuer or any of the Initial Purchasers to publish a prospectus pursuant to Article 3 of the
Prospectus Directive in relation to such offer. Neither the Issuer nor the Initial Purchasers have authorized, nor do
they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the
Initial Purchasers to publish a prospectus for such offer. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in
the Relevant Member State.
You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the
document, you should obtain independent professional advice. See "Subscription and sale--Selling restrictions."
____________________
IN CONNECTION WITH THE OFFERING OF THE NOTES, J.P. MORGAN SECURITIES LLC WITH
RESPECT TO THE 2022 AND THE 2047 NOTES, AND SOCIÉTÉ GÉNÉRALE WITH RESPECT TO THE 2027
NOTES (OR PERSONS ACTING ON THEIR BEHALF) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT EITHER J.P. MORGAN SECURITIES LLC OR SOCIÉTÉ GÉNÉRALE (OR PERSONS ACTING ON
THEIR BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE
PROCEEDS OF THE NOTES, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES, WHICHEVER IS THE EARLIER. ANY STABILIZING ACTION OR OVER-ALLOTMENT OF
THE NOTES MUST BE CONDUCTED BY J.P. MORGAN SECURITIES LLC WITH RESPECT TO THE 2022

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AND THE 2047 NOTES, AND SOCIÉTÉ GÉNÉRALE WITH RESPECT TO THE 2027 NOTES (OR PERSONS
ACTING ON THEIR BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Service of process and enforcement of civil liabilities
Enel and many of its subsidiaries are joint stock companies (società per azioni or S.p.A.) incorporated under the
laws of Italy. All or a majority of the directors, officers and other executives of Enel are residents or citizens of Italy
and are not residents or citizens of the United States. Furthermore, most of the assets of the Group are located
outside the United States. As a result, it may not be possible for investors to effect service of process within the
United States upon Enel or the persons mentioned above or to enforce judgments of U.S. courts predicated upon the
civil liability provisions of U.S. federal or state securities laws against them.
It may be possible for investors to effect service of process within Italy upon those persons or Enel or its subsidiaries
provided that the requirements of the Hague Convention on the Service Abroad of Judicial and Extrajudicial
Documents in Civil or Commercial Matters of November 15, 1965 are complied with.
In general, final, enforceable and conclusive judgments rendered by U.S. courts, even if obtained by default, may
not require retrial and will be enforceable in Italy, provided that pursuant to Article 64 of Italian Law No. 218 of
May 31, 1995 (Riforma del sistema Italiano di diritto internazionale privato) the following conditions are met: (i)
the U.S. court which rendered the final judgment had jurisdiction according to Italian law principles of jurisdiction;
(ii) the relevant summons and complaint was appropriately served on the defendants in accordance with U.S. law
and during the proceedings the essential rights of the defendants were not violated; (iii) the parties to the
proceedings appeared before the court in accordance with U.S. law or, in the event of default by the defendants, the
U.S. court declared such default in accordance with U.S. law; (iv) the judgment is final and not subject to any
further appeal in accordance with U.S. law; (v) there is no conflicting final judgment previously rendered by an
Italian court; (vi) there is no action pending in Italy among the same parties and arising from the same facts and
circumstances which commenced prior to the action in the United States; and (vii) the provisions of such judgment
would not violate Italian public policy.
In addition, if a separate action is brought before an Italian court, the Italian court may refuse to apply U.S. law or to
grant some of the remedies sought (for example punitive damages) if their application violates Italian public policy
and mandatory provisions of Italian law.
When it is necessary to proceed with the enforcement of the relevant judgement, any interested person may apply to
the court of appeals of the place where the enforcement of such judgement is sought for a decision as to whether the
conditions described above for the recognition of such foreign judgment are met. The U.S. judgment, jointly with
the court decision granting the right to enforce such judgment, constitutes valid legal title to enforce the judgement,
including by way of property seizure. Italian courts do not accept a copies of foreign judgements which are not
certified and require the original copy of the judgement or a certified copy thereof. The judgement must be
translated into Italian and the translation must be sworn.
In original actions brought before Italian courts, there is doubt as to the enforceability of liabilities or remedies based
solely on the U.S. federal securities laws. In addition, in original actions brought before Italian courts, Italian courts
may apply not only Italian rules of civil procedure, but also certain substantive provisions of Italian law that are
regarded as mandatory and may refuse to apply U.S. law provisions if the relevant application violates Italian public
policy.
Enel N.V. is a limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands.
All or substantially all of Enel N.V.'s directors and officers and certain other persons named in this Offering
Circular reside outside the United States, and all or a significant portion of the assets of the directors and officers
and such other persons, and substantially all of Enel's and the Enel Group's assets, are located outside the United
States. As a result, it may not be possible for you to effect service of process within the United States upon Enel
N.V., the Enel Group or any of the aforesaid persons with respect to matters arising under the U.S. federal securities
laws or to enforce against Enel N.V., the Enel Group or any such persons judgments obtained in U.S. courts,
including judgments predicated upon civil liability under U.S. federal securities laws.
The United States and the Netherlands currently do not have a treaty providing for the reciprocal recognition and
enforcement of judgments (other than arbitration awards) in civil and commercial matters. Consequently, a final and

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conclusive judgment for the payment of money rendered by any federal or state court in the United States that is
enforceable in the United States, whether or not predicated solely upon U.S. federal securities laws, would not
automatically be recognized or enforceable in the Netherlands. In order to obtain a judgment that is enforceable in
the Netherlands, the party in whose favor a final and conclusive judgment of a U.S. court has been rendered will be
required to file its claim with a court of competent jurisdiction in the Netherlands. Such party may submit the final
judgment rendered by the U.S. court to the Dutch court. If and to the extent that such Dutch court finds that the
jurisdiction of the U.S. court has been based on grounds that are internationally acceptable and that proper legal
procedures have been observed, and if recognition and/or enforcement of the judgment is not irreconcilable with a
decision of a Dutch court rendered between the same parties or with an earlier decision of a foreign court rendered
between the same parties in a dispute that is about the same subject matter and that is based on the same cause,
provided that earlier decision can be recognized in the Netherlands, the court of the Netherlands will, in principle,
give binding effect to the judgment of the U.S. court, unless such judgment contravenes principles of public policy
of the Netherlands. The enforcement in a Dutch court of judgments rendered by a U.S. court is subject to Dutch
rules of civil procedure.
Subject to the foregoing and service of process in accordance with applicable treaties, investors may be able to
enforce in the Netherlands judgments in civil and commercial matters obtained from U.S. federal or state courts.
However, no assurance can be given that those judgments will be enforceable. In addition, it is doubtful whether a
Dutch court would accept jurisdiction and impose civil liability in an original action commenced in the Netherlands
and predicated solely upon U.S. federal securities law.

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