Obligation ENEL Financial International N.V. 1.5% ( XS1937665955 ) en EUR

ENEL Financial International N.V.

100 % ▼

Italie

XS1937665955 ( en EUR )

1.5% par an ( paiement annuel )

21/07/2025 - Obligation échue

Prospectus brochure de l'obligation ENEL Finance Intl N.V XS1937665955 en EUR 1.5%, échue

100 000 EUR

1 000 000 000 EUR

ENEL Finance Intl N.V. est une filiale d'Enel, un grand producteur d'énergie italien, spécialisée dans le financement et la gestion des actifs du groupe à l'international.

L'Obligation émise par ENEL Financial International N.V. ( Italie ) , en EUR, avec le code ISIN XS1937665955, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/07/2025

Base Prospectus dated 17 December 2018

ENEL Società per Azioni
(incorporated with limited liability in Italy)
as an Issuer and Guarantor and

ENEL FINANCE INTERNATIONAL N.V.
(a limited liability company incorporated in The Netherlands,
having its registered office at Herengracht 471,1017 BS Amsterdam, The Netherlands) as an Issuer
35,000,000,000
Euro Medium Term Note Programme
On 7 December 2000 ENEL -- Società per Azioni ("ENEL" or the "Company") entered into a Global Medium Term Note Programme (the "Programme") and issued an offering circular on that date
describing the Programme. The Programme was subsequently updated, most recently on 20 November 2017. This base prospectus (the "Base Prospectus"), which provides for the Programme to be a
Euro Medium Term Note Programme, supersedes all previous offering circulars. Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject
to the provisions herein. This does not affect any Notes already issued.
Under the Programme, each of ENEL and ENEL Finance International N.V. ("ENEL N.V.") may from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant
Issuer and the relevant Dealer (as defined below). References in this Base Prospectus to the "relevant Issuer" shall, in relation to any Tranche of Notes, be construed as references to the Issuer which is, or
is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms. The payment of all amounts owing in respect of Notes issued by ENEL N.V. will be unconditionally and irrevocably
guaranteed by ENEL in its capacity as guarantor (the "Guarantor").
ENEL N.V. has a right of substitution as set out in Condition 16(a) and Condition 16(c). ENEL N.V. may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as
principal debtor under the Notes and the Coupons either ENEL as Issuer or any of ENEL's Subsidiaries (as defined below). ENEL or the relevant Subsidiary (failing which, ENEL) shal indemnify each
Noteholder and Couponholder against any adverse tax consequences of such a substitution, except that neither ENEL nor the relevant Subsidiary shall be liable under such indemnity to pay any additional
amounts either on account of "imposta sostitutiva" or on account of any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a
non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information. When ENEL N.V. is to be substituted by another of ENEL's Subsidiaries, such
substitution may only take place if ENEL continues to guarantee the obligations of such Subsidiary. For further details regarding ENEL N.V.'s right of substitution see Condition 16(a) and Condition 16(c).
ENEL has a right of substitution as set out in Condition 16(b). ENEL may, at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes
and Coupons any of its Subsidiaries provided that ENEL shall guarantee the obligations of such Subsidiary. The relevant Subsidiary (failing which, ENEL) shall indemnify each Noteholder and
Couponholder against any adverse tax consequences of such a substitution, except that neither the relevant Subsidiary nor ENEL shall be liable under such indemnity to pay any additional amounts either
on account of "imposta sostitutiva" or on account of any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian
resident individual which is resident in a country which does not al ow for a satisfactory exchange of information. For further details regarding ENEL's right of substitution, see Condition 16(b).
Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the
Programme will not exceed 35,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by
the relevant Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall,
in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these see "Risk Factors".
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Directive 2003/71/EC, as amended or superseded, to the extent that such
amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus Directive"). The Central Bank only approves this Base Prospectus as meeting the
requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Such approval relates only to Notes which are to be admitted to trading on the regulated market of
the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") or other regulated markets for the purposes of Directive 2014/65/EU (as amended) or which are to be offered to the public in
any Member State of the European Economic Area. Application has been made to Euronext Dublin for Notes issued under the Programme to be admitted to the Official List and trading on its regulated
market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes will be set out in the final terms (the "Final Terms") which, with respect to
Notes to be listed on Euronext Dublin, will be filed with the Central Bank.
The Central Bank has been requested to provide a certificate of approval and a copy of this Base Prospectus to the relevant competent authority in Luxembourg.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the
Guarantor (where ENEL is not the relevant Issuer) and the relevant Dealer. Where Notes issued under the Programme are listed or admitted to trading on a regulated market within the European Economic
Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Notes will not have a
denomination of less than 100,000 (or, in the case of Notes that are not denominated in euro, the equivalent thereof in such other currency). The relevant Issuer may also issue unlisted Notes and/or Notes
not admitted to trading on any market. The Notes issued by ENEL will constitute "obbligazioni" pursuant to Article 2410, and the Articles that fol ow such Article 2410, of the Italian Civil Code, which
relate to the issuance of "obbligazioni" by corporations in Italy.
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 with any securities regulatory authority of any state or
other jurisdiction of the United States, and the Notes may include bearer notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes and the Guarantee may not be offered or
sold or, in the case of bearer notes, delivered within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Notes will be
offered and sold in offshore transactions to non-U.S. persons outside the United States in reliance on Regulation S under the Securities, in transactions exempt from the registration requirements of the
Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus see "Subscription and Sale and Selling and Transfer
Restrictions".
The relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
herein, in which event a Drawdown Prospectus (as defined below), if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
ENEL's long-term debt is currently rated "BBB+" (stable outlook) by S&P Global Ratings Europe Limited ("S&P"), "BBB+" (stable outlook) by Fitch Ratings Ltd ("Fitch") and "Baa2" (stable outlook)
by Moody's Investors Service Ltd ("Moody's"). Each of Moody's, S&P and Fitch is established in the EU and registered under Regulation (EC) No.1060/2009 (as amended) (the "CRA Regulation") and
as such is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not
necessarily be the same as the rating assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rat ing(s) will be specified in the relevant Final Terms. Whether or not a rating in
relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the EU and registered under the CRA Regulation will be disclosed in the relevant Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Amounts payable under the floating rate notes will be calculated by reference to the London Interbank Offered Rate ("LIBOR") or the Euro Interbank Offered Rate ("EURIBOR"), as specified in the
relevant Final Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) is included in the register of administrators maintained by ESMA under
Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). As at the date of this Base Prospectus, the European Money Markets Institute (as administrator of EURIBOR) is not
included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as each Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply,
such that European Money Markets Institute (as administrator of EURIBOR) is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence). The transitional provisions of Article 51 of the Benchmarks Regulation apply until 1 January 2020.
Arrangers
Deutsche Bank
J.P. Morgan
Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BofA Merrill Lynch
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
ING
J.P. Morgan
Mediobanca
MUFG
Mizuho Securities
Morgan Stanley
NATIXIS
NatWest Markets
Nomura
Société Générale Corporate & Investment Banking
Santander Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank

This Base Prospectus comprises a base prospectus in relation to each Issuer for the purposes of Article
5.4 of the Prospectus Directive. For the purposes of this Base Prospectus, the expression "Prospectus
Directive" means Directive 2003/71/EC, as amended or superseded, and includes any relevant
implementing measure in each Relevant Member State of the European Economic Area.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of each of the Issuers and the Guarantor (each having taken
all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
Certain third party information has been extracted from external sources as described in this Base
Prospectus. Each of the Issuers and the Guarantor confirms that such information has been accurately
reproduced and, as far as it is aware and is able to ascertain from published information, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
Copies of Final Terms will be available from the registered office of the relevant Issuer and the specified
office of the Paying Agent (being The Bank of New York Mellon, London Branch, One Canada Square,
London E14 5AL, United Kingdom).
This Base Prospectus is to be read in conjunction with any supplement hereto and with all documents
which are incorporated herein by reference (see "Documents Incorporated by Reference" below)
and/or to any supplement hereto. This Base Prospectus shall be read and construed on the basis that
such documents are incorporated in, and form part of, this Base Prospectus and/or any supplement
hereto and in relation to any Tranche of Notes shall be read and construed together with the relevant
Final Terms.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or any
of their respective affiliates and no responsibility or liability is accepted by any of the Dealers or any of
their respective affiliates as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by either Issuer or the
Guarantor in connection with the Programme.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as
the relevant Dealer, the Managers or the person named in or identifiable in the applicable Final Terms
as the financial intermediaries, as the case may be.
No person is or has been authorised by either Issuer or the Guarantor to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by either Issuer or the
Guarantor or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by either Issuer or the Guarantor or any of the Dealers that any
recipient of this Base Prospectus or any other information supplied in connection with the Programme
or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should
make its own independent investigation of the financial condition, results of operations and affairs, and
its own appraisal of the creditworthiness, of the relevant Issuer and ENEL (where the relevant Issuer is
not ENEL). Prospective investors should also read the detailed information set out elsewhere in this
Base Prospectus and in the Final Terms of the relevant Tranche of Notes and reach their own views,
based upon their own judgement and upon advice from such financial, legal and tax advisers as they

2

have deemed necessary, prior to making any investment decision. Neither this Base Prospectus nor any
other information supplied in connection with the Programme or the issue of any Notes constitutes an
offer or invitation by or on behalf of either Issuer or the Guarantor or any of the Dealers to any person
to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning either Issuer or the Guarantor is
correct at any time subsequent to the date hereof or that there has been no adverse change in the
financial position of either the Issuer or the Guarantor since the date hereof or the date upon which this
document has been most recently supplemented or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or affairs
of either Issuer or the Guarantor during the life of the Programme or to advise any investor in the
Notes of any information coming to their attention.
This Base Prospectus 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 Base Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any 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, unless specifically indicated to the contrary in the applicable Final Terms, no action has
been taken by the Issuers, the Guarantor or the Dealers which is intended to permit a public offering of
any Notes or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus
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 Base Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering
and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of Notes in the United States, the European Economic Area (including the United
Kingdom, France, Belgium, The Netherlands and Italy) and Japan, see "Subscription and Sale and
Selling and Transfer Restrictions".
This Base Prospectus 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, as implemented in that
Relevant Member State, 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 an offering contemplated in this Base Prospectus as completed by the applicable Final Terms
in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for
the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer
to publish or supplement a prospectus for such offer.

3

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii) consider all of the risks of an investment in the Notes, including Notes where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(v)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(vi)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. A potential investor should not invest in Notes which are
complex financial instruments unless it has the expertise (either alone or with a financial, tax or legal
adviser) to evaluate how the Notes will perform under the changing conditions, the resulting effects on
the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
In making an investment decision, investors must rely on their own examination of the relevant Issuer
and ENEL (where the relevant Issuer is not ENEL) and the terms of the Notes being offered, including
the merits and risks involved. The Notes described herein have not been approved or disapproved by
the United States Securities and Exchange Commission 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 Base Prospectus. Any
representation to the contrary is unlawful.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments, (2) Notes can be used as collateral for various types of borrowing
and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
None of the Dealers, the Issuers or the Guarantor makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available

4

to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC, as amended or superseded (the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Directive. Consequently, no key information document
required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II product governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
The Notes are not intended to be offered, sold or otherwise made available to and will not be offered,
sold or otherwise made available in Belgium to "consumers" (consumenten/consommateurs) within the
meaning of the Belgian Code of Economic law (Wetboek economisch recht/Code de droit économique).

5

U.S. INFORMATION
Notwithstanding any limitation on disclosure provided for in this Base Prospectus, its contents, or any
associated Final Terms, and effective from the date of commencement of discussions concerning any of
the transactions contemplated hereby (the "Transactions"), each recipient of this Base Prospectus or
any associated Final Terms (a "Recipient") (and each employee, representative, or other agent of any
such Recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax structure, except to the extent
that any such disclosure could reasonably be expected to cause this Programme, or any issue of Notes
thereunder not to be in compliance with securities laws. For purposes of this paragraph, the tax
treatment of the Transactions is the purported or claimed U.S. federal income tax treatment of the
Transactions, and the tax structure of the Transactions is any fact that may be relevant to
understanding the purported or claimed U.S. federal income tax treatment of the Transaction.
Bearer Notes are not being offered to U.S. persons. A U.S. person who owns a Bearer Note may be
subject to limitations under United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the United States Internal Revenue Code
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
ENEL maintains its financial books and records and prepares its financial statements in Euro in
accordance with IFRS endorsed by the EU and the Italian regulation implementing Article 9 of
Legislative Decree No. 38/05 and ENEL N.V. maintains its financial books and records and prepares its
financial statements in Euro in accordance with IFRS endorsed by the EU, and Title 9, Book 2 of The
Dutch Civil Code (Burgerlijk Wetboek), both of which differ in certain important respects from
generally accepted accounting principles in the United States.
All references in this document to "Euro" and "" refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended. In addition, references to "U.S.$" refer to United States dollars and
to "Sterling" and "£" refer to pounds sterling.
Unless otherwise specified, references to the "Group" or the "ENEL Group" are to ENEL S.p.A.
together with its subsidiary companies under Article 2359 of the Italian Civil Code and under Article 93
of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Consolidated Financial
Act"), unless the context requires otherwise.
Alternative Performance Measures
This Base Prospectus contains certain alternative performance measures ("APMs") which are different
from the IFRS financial indicators obtained directly from the audited consolidated financial statements
for the years ended 31 December 2017 and 2016 and from the unaudited consolidated interim financial
report of ENEL for the six month period ended 30 June 2018 and 2017 and which are useful to present
the results and the financial performance of the ENEL Group.
On 3 December 2015, CONSOB issued Communication No. 92543/15, which gives effect to the
Guidelines issued on 3 October 2015 by ESMA concerning the presentation of APMs disclosed in
regulated information and prospectuses published as from 3 July 2016. These Guidelines, which update
the previous CESR Recommendation (CESR/05-178b), are aimed at promoting the usefulness and
transparency of APMs in order to improve their comparability, reliability and comprehensibility.

6

In line with the Guidelines mentioned above, the criteria used to construct the APMs are as follows:
·
Gross operating margin (otherwise referred to as EBITDA): an operating performance
indicator, calculated as "Operating income" plus "Depreciation, amortization and impairment
losses";
·
Net financial debt: a financial structure indicator, determined by:
-
the sum of "Long-term bank debt (including the short-term portion)", "Commercial
paper", "Bond issued (including the short-term portion)", "Other borrowings (including
the short-term portion)", "Short-term bank debt" and certain financial payables included
in the line "Other Items" within "Other current financial payables";
-
net of "Cash and cash equivalents on hand", "Bank and post office deposits", "Other
investments of liquidity", "Securities", "Short-term financial receivables", "Factoring
receivables" and "Long-term financial receivables and securities (including the short-term
portion)";
·
Capital expenditure: capital expenditure represents the increases in the line items Property,
Plant and Equipment and Intangible Assets resulting from new investments of the period. The
amount is calculated as the sum of the line Capital Expenditure of the tables of breakdown of
Property, Plant and Equipment and Intangible Assets included in the financial statements;
·
Net short term financial position: a financial structure indicator, determined by:
-
the sum of the short-term portion of "Long-term bank debt", of "Bond issued" and of
"Other borrowings", "Short-term bank debt", "Commercial paper" and certain financial
payables included in the line "Other Items" within "Other current financial payables";
-
net of "Cash and cash equivalents on hand", "Bank and post office deposits", "Other
investments of liquidity", "Securities", "Short-term financial receivables", "Factoring
receivables" and "Short-term portion of long-term financial receivables".

More generally, references to "Net Financial Debt" are to the ENEL Group's net financial debt, as
ascertained pursuant to paragraph 127 of the CESR/05-054b Recommendations, implementing EC
Regulation 809/2004, and in accordance with the CONSOB instruction of 26 July 2007, netted for
financial receivables and long-term securities.
Investors should not place undue reliance on these APMs and should not consider any APMs as: (i) an
alternative to operating income or net income as determined in accordance with IFRS; (ii) an
alternative to cash flow from operating, investing or financing activities (as determined in accordance
with IFRS) as a measure of the ENEL Group's ability to meet cash needs; or (iii) an alternative to any
other measure of performance under IFRS.
Such APMs have been derived from historical financial information of the Group and are not intended
to provide an indication on the future financial performance, financial position or cash flows of the
Group itself. Furthermore, such APMs have been calculated consistently all over the periods for which
financial information is presented in this Base Prospectus. APMs presented in this Base Prospectus
should be also read in conjunction with the financial information presented or incorporated by
reference in this Base Prospectus and derived from the audited consolidated financial statements for
the years ended 31 December 2017 and 2016 and from the unaudited consolidated interim financial
report of ENEL for the six month periods ended 30 June 2018 and 2017.

7

These measures are used by ENEL's management to monitor the performance of the ENEL Group.
More specifically, ENEL's management believes that:
·
Net Financial Debt provides prospective investors with adequate information to evaluate the
overall level of the Group's indebtedness;
·
EBITDA provides prospective investors with adequate information to evaluate the Group's
operating performance and its ability to repay its borrowings through its operating cash flows.
Market Information
This Base Prospectus contains statements related to, among other things, the following: (i) the size of
the sectors and markets in which the ENEL Group operates; (ii) growth trends in the sectors and
markets in which ENEL operates; and (iii) ENEL's relative competitive position in the sectors and
markets in which it operates and the position of its competitors in those same sectors and markets.
Whether or not this is stated, where such information is presented, such information is based on third-
party studies and surveys as well as ENEL's experience, market knowledge, accumulated data and
investigation of market conditions. While ENEL believes such information to be reliable and believes
any estimates contained in such information to be reasonable, there can be no assurance that such
information or any of the assumptions underlying such estimates are accurate or correct, and none of
the internal surveys or information on which ENEL has relied have been verified by any independent
sources. Accordingly, undue reliance should not be placed on such information. In addition,
information regarding the sectors and markets in which ENEL operates is normally not available for
certain periods and, accordingly, such information may not be current as of the date of this Base
Prospectus.
STABILISATION
In connection with the issue and distribution of any Tranche of Notes, the Dealer or Dealers (if any)
named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of
any Stabilising Manager(s)) in the applicable Final Terms 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, stabilisation action may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier
of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
DRAWDOWN PROSPECTUS
The relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) may agree with any
Dealer and the Trustee to issue Notes in a form not contemplated in the section of this Base Prospectus
entitled "Form of Final Terms". To the extent that the information relating to that Tranche of Notes
constitutes a significant new factor in relation to the information contained in this Base Prospectus, a
separate prospectus specific to such Tranche (a "Drawdown Prospectus") will be made available and
will contain such information. Each Drawdown Prospectus will be constituted by a single document
containing the necessary information relating to the relevant Issuer and the ENEL Group and the
relevant Notes. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,

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references in this Base Prospectus to information specified or identified in the Final Terms shall (unless
the context requires otherwise) be read and construed as information specified or identified in the
relevant Drawdown Prospectus.

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TABLE OF CONTENTS
Page
RISK FACTORS ............................................................................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................34
OVERVIEW OF THE PROGRAMME .............................................................................................................39
FORM OF THE NOTES ...................................................................................................................................44
FORM OF FINAL TERMS ...............................................................................................................................51
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................65
USE OF PROCEEDS ......................................................................................................................................100
DESCRIPTION OF ENEL ..............................................................................................................................101
DESCRIPTION OF ENEL FINANCE INTERNATIONAL N.V. ..................................................................174
SELECTED FINANCIAL INFORMATION FOR ENEL ..............................................................................182
SELECTED FINANCIAL INFORMATION FOR ENEL FINANCE INTERNATIONAL N.V. ....................184
BOOK-ENTRY CLEARANCE SYSTEMS ....................................................................................................186
TAXATION .....................................................................................................................................................188
SUBSCRIPTION AND SALE AND SELLING AND TRANSFER RESTRICTIONS ..................................202
GENERAL INFORMATION ..........................................................................................................................207

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