Obligation Enera 1.875% ( XS2312746345 ) en EUR

Enera

91.04 % ▲

Italie

XS2312746345 ( en EUR )

1.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Enel XS2312746345 en EUR 1.875%, échéance Perpétuelle

08/09/2026 ( Dans 305 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 émise par Enera ( Italie ) , en EUR, avec le code ISIN XS2312746345, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

ENEL Società per Azioni
(incorporated with limited liability in Italy)
1,250,000,000 Perpetual 6.5 Years Non-Call Capital Securities
1,000,000,000 Perpetual 9.5 Years Non-Call Capital Securities
ENEL Società per Azioni (the "Issuer" or "ENEL") will issue 1,250,000,000 Perpetual 6.5 Years Non-Call Capital Securities (the "NC 6.5 Securities") and 1,000,000,000 Perpetual 9.5 Years Non-Call Capital
Securities (the "NC 9.5 Securities" and, together with the NC 6.5 Securities, the "Securities", and each a "Series of Securities")) on 8 March 2021 (the "Issue Date").
The NC 6.5 Securities will bear interest on their principal amount (a) from (and including) the Issue Date to (but excluding) the 8 September 2027 (the "NC 6.5 Securities First Reset Date"), at the rate of 1.375 per
cent. per annum and (b) from (and including) the NC 6.5 Securities First Reset Date to (but excluding) the date fixed for redemption, at, in respect of each Reset Period, the relevant EUR 5 year Swap Rate plus (A) in
respect of the Reset Period commencing on the NC 6.5 Securities First Reset Date 1.719 per cent. per annum, (B) in respect of the Reset Periods commencing on 8 September 2032, 8 September 2037 and 8 September
2042, 1.969 per cent. per annum, and (C) in respect of any other Reset Period 2.719 per cent. per annum (each, as defined in "Terms and Conditions of the NC 6.5 Securities"). Interest on the NC 6.5 Securities will be
payable annually in arrear on 8 September in each year (each an Interest Payment Date (as defined in "Terms and Conditions of the NC 6.5 Securities").
The NC 9.5 Securities will bear interest on their principal amount (a) from (and including) the Issue Date to (but excluding) the 8 September 2030 (the "NC 9.5 Securities First Reset Date"), at the rate of 1.875 per
cent. per annum and (b) from (and including) the NC 9.5 Securities First Reset Date to (but excluding) the date fixed for redemption, at, in respect of each Reset Period, the relevant EUR 5 year Swap Rate plus (A) in
respect of the Reset Period commencing on the NC 9.5 Securities First Reset Date 2.011 per cent. per annum, (B) in respect of the Reset Periods commencing on 8 September 2035, 8 September 2040 and 8 September
2045, 2.261 per cent. per annum, and (C) in respect of any other Reset Period 3.011 per cent. per annum (each, as defined in "Terms and Conditions of the NC 9.5 Securities"). Interest on the NC 9.5 Securities will be
payable annually in arrear on 8 September in each year (each an Interest Payment Date (as defined in "Terms and Conditions of the NC 9.5 Securities").
References in this Offering Circular to the "relevant Securities" are to the NC 6.5 Securities or the NC 9.5 Securities, as appropriate, references to the "relevant Terms and Conditions of the Securities" are to the Terms
and Conditions of the NC 6.5 Securities or the Terms and Conditions of the NC 9.5 Securities, as appropriate and references to the "relevant Securityholders" are to the holders of the relevant Securities.
Payment of interest on the Securities may be deferred at the option of the Issuer in certain circumstances, as set out in the relevant Terms and Conditions of the Securities.
The Securities will be issued in bearer form, with interest coupons appertaining to the Securities (the "Coupons") and one talon for further interest coupons (the "Talon") attached on issue, each Series of Securities
being issued pursuant to a separate trust deed dated 8 March 2021 between the Issuer and BNY Mellon Corporate Trustee Services Limited, as trustee (the "Trustee") (together, the "Trust Deeds" and each a "Trust
Deed"). The Securities will be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Securities will be perpetual securities and have no fixed date for redemption. Unless previously redeemed or purchased and cancelled by the Issuer as provided below, the Securities will become due and payable
and will be redeemed on the date on which a winding up, dissolution or liquidation of the Issuer (otherwise than for the purpose of a solvent amalgamation, merger or reconstruction under which the assets and liabilities
of the Issuer are assumed by the entity resulting from such amalgamation, merger or reconstruction and such entity assumes the obligations of the Issuer in respect of the Securities in accordance with Condition 13.2) is
instituted (the "Liquidation Event Date"), including in connection with any Insolvency Proceedings (as defined below) in accordance with (i) any applicable legal provision, or any decision of any judicial or
administrative authority, or (ii) any resolution passed at a shareholders' meeting of the Issuer or (iii) any provision which is set out in the by-laws of the Issuer from time to time (including the maturity of the Issuer
which, as of the Issue Date, is set in its by-laws at 31 December 2100). Upon having become due and payable according to the provisions above, the Securities will be redeemed at an amount equal to their principal
amount, together with any outstanding interest accrued up to (but excluding) the Liquidation Event Date and any outstanding Arrears of Interest (as defined in the relevant Terms and Conditions of the Securities). The
Issuer may redeem all, but not some only, of the relevant Securities on any Call Date at their principal amount together with any interest accrued up to, but excluding, the applicable Call Date and any outstanding Arrears
of Interest. The Issuer may also redeem all, but not some only, of the relevant Securities at the applicable Early Redemption Price at any time upon the occurrence of a Withholding Tax Event, an Accounting Event, a
Rating Methodology Event or a Tax Deductibility Event (each as defined in the relevant Terms and Conditions of the Securities). The Issuer may redeem all (but not some only) of the NC 6.5 Securities on any day prior
to 8 June 2027 (the date falling 3 months before the NC 6.5 Securities First Reset Date) at the Make-whole Redemption Amount (as defined in the Terms and Conditions of the NC 6.5 Securities). The Issuer may redeem
all (but not some only) of the NC 9.5 Securities on any day prior to 8 June 2030 (the date falling 3 months before the NC 9.5 Securities First Reset Date) at the Make-whole Redemption Amount (as defined in the Terms
and Conditions of the NC 9.5 Securities). In the event that at least 75 per cent. of the aggregate principal amount of the relevant Securities issued on the Issue Date has been purchased by or on behalf of the Issuer or a
Subsidiary (as defined in the relevant Terms and Conditions of the Securities) and cancelled, the Issuer may redeem all, but not some only, of the outstanding Securities at the applicable Early Redemption Price. See
"Terms and Conditions of the NC 6.5 Securities Redemption and Purchase Purchases and Substantial Repurchase Event" in respect of the NC 6.5 Securities and "Terms and Conditions of the NC 9.5 Securities 
Redemption and Purchase Purchases and Substantial Repurchase Event" in respect of the NC 9.5 Securities.
If at any time after the Issue Date the Issuer determines that a Withholding Tax Event, Tax Deductibility Event, Rating Methodology Event or an Accounting Event has occurred and is continuing, and has provided the
Trustee with the relevant certificate and opinion or, in the case of Condition 6.5 only, the Rating Agency Confirmation pursuant to Conditions 6.3, 6.4, 6.5 or 6.6 (as applicable), then the Issuer may, without any
requirement for the consent or approval of the relevant Securityholders or relevant Couponholders and subject to the pre-conditions set out in Condition 7.2, (i) exchange the relevant Securities or (ii) vary the terms of
the Securities, so that after such exchange or variation the Securities remain or become, as the case may be, eligible for the same or (from the perspective of the Issuer) more favourable tax, accounting or ratings treatment
than the treatment to which they were entitled prior to the relevant event occurring. See "Terms and Conditions of the NC 6.5 Securities Exchange or Variation upon a Withholding Tax Event, Tax Deductibility Event,
Rating Methodology Event or Accounting Event and Preconditions to such Exchange or Variation" in respect of the NC 6.5 Securities and "Terms and Conditions of the NC 9.5 Securities Exchange or Variation upon
a Withholding Tax Event, Tax Deductibility Event, Rating Methodology Event or Accounting Event and Preconditions to such Exchange or Variation" in respect of the NC 9.5 Securities.
The Securities and the Coupons will constitute direct, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu without any preference among themselves and with Parity Securities and
senior only to the Issuer's payment obligations in respect of any Junior Securities (each as defined in the relevant Terms and Conditions of the Securities). The Securities will constitute obbligazioni pursuant to Article
2410 et seq. of the Italian Civil Code. The Securities will not be guaranteed.
An investment in the Securities involves certain risks. For a discussion of risks, see "Risk Factors" beginning on page 12.
This Offering Circular has been approved by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Such approval only relates to Securities, which are
to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended and supplemented ("MiFID II") and/or which are to be offered to the public in any member state of the European
Economic Area. The Central Bank of Ireland only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the Issuer or the quality of the Securities. Investors should make their own assessment as to the suitability of investing in the Securities. Application has been made to the
Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Securities to be admitted to the Official List (the "Official List") and to trading on its regulated market (the "Market"). Reference in
this Offering Circular to being "listed" (and all date references) shall mean that such Securities have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market
for the purposes of MiFID II.
This Offering Circular is available for viewing on the website of Euronext Dublin (www.ise.ie).
Subject to and as set out in "Terms and Conditions of the NC 6.5 Securities Taxation", in respect of the NC 6.5 Securities and "Terms and Conditions of the NC 9.5 Securities Taxation", in respect of the NC 9.5
Securities, the Issuer shall not be liable to pay any Additional Amounts to holders of the Securities in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of 1 April, 1996
(as the same may be amended or supplemented from time to time, "Decree No. 239") where the Securities are held by a Securityholder resident for tax purposes in a country that does not allow for a satisfactory exchange
of information with Italy and otherwise in the circumstances described in "Terms and Conditions of the NC 6.5 Securities Taxation" in respect of the NC 6.5 Securities and "Terms and Conditions of the NC 9.5
Securities Taxation", in respect of the NC 9.5 Securities.
The Securities are expected to be rated "Baa3" by Moody's France S.A.S. ("Moody's"), "BBB-" by S&P Global Ratings Europe Limited (France Branch) ("S&P") and "BBB" by Fitch Italia S.p.A. ("Fitch"). Each of
Moody's, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, S&P and Fitch is included in
the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA
Regulation. 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.
Each of the 6.5 NC Securities and the NC 9.5 Securities will initially be represented by a temporary global security (the "Temporary Global Security"), without interest coupons, which will be deposited on or about
the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"). Interests in such Temporary Global Security will be exchangeable for interests in
a permanent global security (the "Permanent Global Security" and, together with the Temporary Global Security, the "Global Securities"), without interest coupons, after 40 days after the commencement of this
offering, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Security will be exchangeable for definitive Securities only in certain limited circumstances. See "Overview of the
Terms of the Securities".
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, CaixaBank, S.A., Citigroup Global Markets Limited, Commerzbank
Aktiengesellschaft, Goldman Sachs International, HSBC Continental Europe, Intesa Sanpaolo S.p.A., J.P. Morgan AG, Mediobanca Banca di Credito Finanziario S.p.A., Morgan Stanley & Co. International plc,
NatWest Markets N.V. and UniCredit Bank AG (the "Joint Lead Managers"), expect to deliver the Securities to purchasers in bearer form on or about 8 March 2021.
The Securities 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 are bearer securities that are subject to U.S. tax law requirements. The Securities may not be offered, sold or delivered within the United States or for the account or benefit of U.S.
Persons (as defined in Regulation S under the Securities Act). For a description of these and certain further restrictions on offers, sales and transfers of Securities and distribution of this Offering Circular,
see "Subscription and Sale".

Joint Lead Managers

BBVA
Barclays
BNP PARIBAS
BofA Securities
CaixaBank
Citigroup
Commerzbank
Goldman Sachs International
HSBC
IMI Intesa Sanpaolo
J.P. Morgan
Mediobanca
Morgan Stanley
MUFG
Santander Corporate & Investment Banking
UniCredit Bank
The date of this Offering Circular is 5 March 2021.

ii

NOTICE TO INVESTORS
This Offering Circular comprises a prospectus for the purposes of Article 6 of the Regulation (EU) No.
1129/2017 (the "Prospectus Regulation").
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer, 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. Certain Information has been extracted
from or is the result of the Issuer's elaboration on information provided by third-party sources, such as company
filings, National Regulators Annual Reports and leading information providers, which the Issuer deems to be
the most reliable. The Issuer 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.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information
contained in this Offering Circular or any other information provided by the Issuer in connection with the
offering of the Securities.
To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee, the Principal Paying Agent
or the Agent Bank (each as defined in the relevant Terms and Conditions of the Securities) accepts any
responsibility for the contents of this Offering Circular or for any other statements made or purported to be
made by any of the Joint Lead Managers or on its behalf or by the Trustee or on its behalf in connection with
the Issuer or issue and offering of any Securities. Each of the Joint Lead Managers, the Trustee, the Principal
Paying Agent and the Agent Bank accordingly disclaims all and any liability whether arising in tort or contract
or otherwise which it might otherwise have in respect of this Offering Circular or any such statement.
No person is or has been authorised by the Issuer 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 offering of the Securities and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer, any of the Joint Lead Managers or the Trustee.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part
of this Prospectus and has not been scrutinised or approved by the Central Bank.
Neither this Offering Circular nor any other information supplied in connection with the offering of the
Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, any of the Joint Lead Managers or the Trustee that any recipient of this Offering
Circular or any other information supplied in connection with the offering of the Securities should purchase any
Securities. Each investor contemplating purchasing any Securities should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Securities shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Securities is correct as of any time subsequent to the date indicated in the document containing the same. The
Joint Lead Managers and the Trustee expressly do not undertake to review the financial condition or affairs of
the Issuer during the life of the Securities or to advise any investor in the Securities of any information coming
to their attention.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer, or an invitation, to buy
the Securities 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 Securities may be restricted
by law in certain jurisdictions. None of the Issuer, the Joint Lead Managers or the Trustee represents that this
Offering Circular may be lawfully distributed, or that the Securities may be lawfully offered, in compliance
iii

with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer, the Joint Lead Managers or the Trustee that would permit a
public offering of the Securities or the distribution of this Offering Circular in any jurisdiction where action for
that purpose is required. Accordingly, no Securities may 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 Securities 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
Securities. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale
of the Securities in the EEA, the United States, the United Kingdom and the Republic of Italy. See "Subscription
and Sale".
Each potential investor in the Securities must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits

and risks of investing in the Securities and the information included in this Offering Circular or any
applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular

financial situation, an investment in the Securities and the impact the Securities will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities,

including where the currency for principal and interest payments is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant

financial markets; and
(e)
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.
The Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Securities unless it has the expertise (either alone or with
a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting effects
on the value of the Securities and the impact this investment will have on the potential investor's overall
investment portfolio.
MIFID II product governance / professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of
the Securities (as defined herein) has led to the conclusion that: (i) the target market for the Securities is
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended
and supplemented ("MiFID II"); and (ii) all channels for distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Securities (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of
the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible
iv

counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in the UK MiFIR; and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Securities (a "distributor") should take into consideration the manufacturer/s'
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA The Securities are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in 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 MiFID II; or (ii) a customer within
the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS The Securities are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer
of Securities, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Securities are `prescribed capital markets products' (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
__________________________
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, J.P. MORGAN AG (OR PERSONS
ACTING ON ITS BEHALF) (TOGETHER THE "STABILISING MANAGER") MAY OVER-ALLOT
SECURITIES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE SECURITIES 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 SECURITIES 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
v

THE SECURITIES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE SECURITIES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION
MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILISATION MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

vi

TABLE OF CONTENTS

Page
OVERVIEW OF THE TERMS OF THE SECURITIES .................................................................................... 1
RISK FACTORS ...............................................................................................................................................12
INCORPORATION BY REFERENCE .............................................................................................................41
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..............................................................48
USE AND ESTIMATED AMOUNT OF PROCEEDS .....................................................................................53
TERMS AND CONDITIONS OF THE NC 6.5 SECURITIES ........................................................................54
TERMS AND CONDITIONS OF THE NC 9.5 SECURITIES ........................................................................82
DESCRIPTION OF THE ISSUER ................................................................................................................. 110
OVERVIEW OF THE ITALIAN INSOLVENCY LAW REGIME ................................................................. 111
OVERVIEW OF PROVISIONS RELATING TO THE SECURITIES WHILE REPRESENTED BY THE
GLOBAL SECURITIES .................................................................................................................................124
CERTAIN TAX CONSIDERATIONS ............................................................................................................127
SUBSCRIPTION AND SALE ........................................................................................................................135
GENERAL INFORMATION ..........................................................................................................................140

vii

OVERVIEW OF THE TERMS OF THE SECURITIES
This Overview of the Terms of the NC 6.5 Securities and Terms of the NC 9.5 Securities must be read in
conjunction with and is qualified in its entirety by reference to "Terms of the NC 6.5 Securities" and "Terms of
the NC 9.5 Securities" appearing elsewhere in this Offering Circular. References to the "relevant Terms and
Conditions of the Securities" and "relevant Conditions" are references to Conditions under "Terms of the NC
6.5 Securities" and "Terms of the NC 9.5 Securities", as appropriate. Capitalised terms used but not otherwise
defined herein have the meaning ascribed to them under the caption "Terms of the NC 6.5 Securities" in respect
of the NC 6.5 Securities and "Terms of the NC 9.5 Securities" in respect of the NC 9.5 Securities.
Issuer
ENEL - Società per Azioni
Legal Entity Identifier (LEI)
WOCMU6HCI0OJWNPRZS33
Issuer's website
https://www.enel.com/
Securities Offered
1,250,000,000 Perpetual 6.5 Years Non-Call Capital Securities
(the "NC 6.5 Securities") and 1,000,000,000 Perpetual 9.5
Years Non-Call Capital Securities (the "NC 9.5 Securities" and,
together with the "NC 6.5 Securities, the "Securities").
Date fixed for redemption
The Securities are perpetual securities and have no fixed date for
redemption. Unless previously redeemed or purchased and
cancelled as provided below, the Securities will become due and
payable and will be redeemed on the date on which a winding
up, dissolution or liquidation of the Issuer (otherwise than for the
purpose of a solvent amalgamation, merger or reconstruction
under which the assets and liabilities of the Issuer are assumed
by the entity resulting from such amalgamation, merger or
reconstruction and such entity assumes the obligations of the
Issuer in respect of the Securities in accordance with Condition
13.2) of the relevant Terms and Conditions of the Securities is
instituted (the "Liquidation Event Date"), including in
connection with any Insolvency Proceedings, in accordance with
(i) any applicable legal provision, or any decision of any judicial
or administrative authority, or (ii) any resolution passed at a
shareholders' meeting of the Issuer or (iii) any provision which
is set out in the by-laws of the Issuer from time to time (including
the maturity of the Issuer which, as of the date of this Offering
Circular, is set in its by-laws at 31 December 2100). Upon having
become due and payable according to the provisions above, the
Securities will be redeemed at an amount equal to their principal
amount, together with any outstanding interest accrued up to, but
excluding, the Liquidation Event Date and any outstanding
Arrears of Interest.
Interest
The NC 6.5 Securities will bear interest on their principal amount
(i) from (and including) the Issue Date to (but excluding) the NC
6.5 Securities First Reset Date, at the rate of 1.375 per cent. per
annum, payable annually in arrear on each Interest Payment Date
1

and (ii) from (and including) the NC 6.5 Securities First Reset
Date to (but excluding) the date fixed for redemption, at, in
respect of each Reset Period, the relevant EUR 5 year Swap Rate
plus (A) in respect of the Reset Period commencing on the NC
6.5 Securities First Reset Date to but excluding 8 September
2032, 1.719 per cent. per annum, (B) in respect of the Reset
Periods commencing on 8 September 2032, 8 September 2037
and 8 September 2042, 1.969 per cent. per annum, and (C) in
respect of any other Reset Period after 8 September 2047, 2.719
per cent. per annum, all as determined by the Agent Bank for
annual payment in arrear on each Interest Payment Date,
commencing 8 September 2021.
The NC 9.5 Securities will bear interest on their principal amount
(i) from (and including) the Issue Date to (but excluding) the NC
9.5 Securities First Reset Date, at the rate of 1.875 per cent. per
annum, payable annually in arrear on each Interest Payment Date
and (ii) from (and including) the NC 9.5 Securities First Reset
Date to (but excluding) the date fixed for redemption, at, in
respect of each Reset Period, the relevant EUR 5 year Swap Rate
plus (A) in respect of the Reset Period commencing on the NC
9.5 Securities First Reset Date to but excluding 8 September
2035, 2.011 per cent. per annum, (B) in respect of the Reset
Periods commencing on 8 September 2035, 8 September 2040
and 8 September 2045, 2.261 per cent. per annum, and (C) in
respect of any other Reset Period after 8 September 2050, 3.011
per cent. per annum, all as determined by the Agent Bank for
annual payment in arrear on each Interest Payment Date,
commencing 8 September 2021.
Interest Payment Dates
Each Security will bear interest from the date of original
issuance. Interest on the NC 6.5 Securities will be payable
annually in arrear on 8 September in each year and interest on
the NC 9.5 Securities will be payable annually in arrear on 8
September in each year, each commencing on, and including, 8
September 2021, to, and including the date fixed for redemption
(each an "Interest Payment Date").
Optional Interest Deferral and Arrears
The Issuer may, at its sole discretion, elect to defer in whole, any
of Interest
payment of interest accrued on the relevant Securities in respect
of any Interest Period (a "Deferred Interest Payment") by
giving notice (a "Deferral Notice") of such election to the
relevant Securityholders in accordance with Condition 12 of the
relevant Terms and Conditions of the Securities, and to the
Trustee and the Principal Paying Agent at least five, but not more
than 30, Business Days prior to the relevant Interest Payment
Date. If the Issuer makes such an election, it shall have no
obligation to make such payment and any such non-payment of
interest shall not constitute a default by the Issuer or any other
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breach of obligations under the relevant Securities or for any
other purpose.
Any Deferred Interest Payment will be deferred and shall
constitute "Arrears of Interest". Any Arrears of Interest will
remain outstanding until paid in full by the Issuer, but Arrears of
Interest shall not itself bear interest.
Optional Settlement of Arrears of
The Issuer may pay outstanding Arrears of Interest (in whole but
Interest
not in part) at any time upon giving not less than 10 and not more
than 15 Business Days' notice to the relevant Securityholders in
accordance with Condition 12 of the relevant Terms and
Conditions of the Securities (which notice shall be irrevocable
and will oblige the Issuer to pay the relevant Arrears of Interest
on the payment date specified in such notice) and to the Trustee
and the Principal Paying Agent at least five, but not more than
30, Business Days prior to the relevant due date for payment.
Mandatory Settlement of Arrears
All (but not some only) of any outstanding Arrears of Interest
Interest
being outstanding shall become due and payable in full and shall
be paid by the Issuer on the first occurring Mandatory Settlement
Date.
"Mandatory Settlement Date" means the earliest of:
(i)
the fifth Business Day following the date on which a

Mandatory Arrears of Interest Settlement Event occurs;
(ii)
following any Deferred Interest Payment, on the next

scheduled Interest Payment Date on which the Issuer does
not elect to defer all of the interest accrued in respect of the
relevant Interest Period;
(iii) the date on which the Securities are redeemed or repaid in
accordance with Condition 6 of the relevant Terms and
Conditions of the Securities, including at the Liquidation
Event Date (unless otherwise required by mandatory
provisions of applicable law).

A "Mandatory Arrears of Interest Settlement Event" shall
have occurred in respect of the Securities if:
(a)
a dividend (either interim or final) or any other distribution

or payment was validly resolved on, declared, paid or made
in respect of any Junior Securities, except where such
dividend, distribution or payment was contractually
required to be declared, paid or made under the terms of
such Junior Securities;
(b)
a dividend (either interim or final) or any other distribution

or payment was validly resolved on, declared, paid or made
in respect of any Parity Securities, except where such
dividend, distribution or payment was contractually
required to be declared, paid or made under the terms of
such Parity Securities (including, without limitation, where
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