IMPORTANT: You must read the following disclaimer before continuing.
The following disclaimer applies to the attached offer to purchase (as it may be supplemented or amended from time to time, the "Offer to Purchase") and you are
therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing, reading
or making any other use of the Offer to Purchase, you agree (in addition to giving the representations below) 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 ENEL – Società per Azioni (the "Company"),
BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan SE,
Morgan Stanley & Co. International plc and NatWest Markets N.V. (the "Any and All Tender Offer Dealer Managers") and BNP Paribas, BofA Securities Europe SA,
Citigroup Global Markets Limited, Goldman Sachs International, HSBC Continental Europe, J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc
and NatWest Markets N.V. (the "Capped Tender Offer Dealer Managers" and together with the Any and All Tender Offer Dealer Managers, the "Dealer Managers"
and each, a "Dealer Manager"), D.F. King & Co., Inc., the tender agent in respect of the Any and All Tender Offer (as defined below) (the "Any and All Tender
and Information Agent") and Acupay System LLC, the tax certification and tender agent in respect of the Capped Tender Offer (as defined below) (the "Capped Tax
Certification and Tender Agent" and together with the Any and All Tender and Information Agent, the "Tender Agents"), as a result of such access.
Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.
THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER TO PURCHASE MAY ONLY
BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER TO PURCHASE. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE
IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF THE UNITED STATES OR
OTHER JURISDICTIONS.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such offer or solicitation would be unlawful.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are
required by the Company, the Dealer Managers and the Tender Agents to inform themselves about, and to observe, any such restrictions.
Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Tender
Offers (as defined in the Offer to Purchase), you must be able to participate lawfully in the Tender Offers on the terms and subject to the conditions set out
in the Offer to Purchase, including the offer and distribution restrictions set out therein. The Offer to Purchase was sent at your request and by accessing
the Offer to Purchase you shall be deemed to have represented to the Company, the Dealer Managers and the Tender Agents that:
(i) you are a holder or a beneficial owner of:
(a) U.S.$1,250,000,000 Capital Securities issued by the Company (X Receipts CUSIP: 29265WAA6, and ISIN: US29265WAA62, N Receipts CUSIP: 29265WAB4 and ISIN: US29265WAB46); or
(b) €750,019,000 5.5 Year Non-Call Capital Securities issued by the Company (ISIN: XS1713463716);
(ii) you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Tender Offers under all applicable laws;
(iii) you consent to the delivery of the Offer to Purchase to you by electronic transmission; and
(iv) you are not, and you are not acting, directly or indirectly, on behalf of or for the benefit of, a Sanctioned Person (as defined herein).
The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during
the process of transmission and consequently none of the Company, the Dealer Managers, the Receipt Issuer, the Tender Agents, the trustee or any person
who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of
any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer
Managers or the Tender Agents.
Any materials relating to the Tender Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where
such offers or solicitations are not permitted by law or regulations. In those jurisdictions where securities or other laws or regulations require the Tender
Offers to be made by a licensed broker or dealer and a Dealer Manager or, where the context so requires, any of its affiliates, is such a licensed broker or
dealer in that jurisdiction, the Tender Offers shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offers are not being made, and such documents and/or
materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, the Offer to Purchase and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public
in the United Kingdom. The communication of the Offer to Purchase and such other documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that they are only being distributed to and are only directed at persons to whom they can lawfully be
circulated outside the United Kingdom or to: (i) persons in the United Kingdom having professional experience in matters relating to investments falling
within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Order")); (ii) persons falling within Article 43 of the Order; or (iii) any other persons to whom the Offer to Purchase and such
other documents and/or materials may otherwise lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").
The Offer to Purchase and such documents and/or materials are 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 the Offer to Purchase relates is available only to relevant persons and will be engaged in
only with relevant persons.
The communication of this Offer to Purchase and any other documents or materials relating to the Tender Offers does not constitute an offer of securities to the
public for the purposes of Regulation (EU) 2017/1129 (as amended) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018 (EUWA) (the "UK Prospectus Regulation") and accordingly the requirement to produce a prospectus under the UK Prospectus Regulation does not apply to
the Tender Offers.
The communication of this Offer to Purchase and any other documents or materials relating to the Tender Offers does not constitute an offer of securities to the
public for the purposes of Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation") and accordingly the requirement to produce a prospectus
under the EU Prospectus Regulation does not apply to the Tender Offers.
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS BEEN OR WILL BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS ANY SUCH
DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NEITHER THE SEC NOR ANY STATE SECURITIES
COMMISSION NOR REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A
CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your
responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.
By clicking "I AGREE" below, you acknowledge that you are a Person with Interest in the Notes entitled to view the contents of this
website and you acknowledge and agree to the terms and conditions set forth above. Specifically, by clicking "I AGREE" below, you acknowledge
that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and make all the Holders' Representations, Warranties and Undertakings. If you are not a Person with Interest in the Notes,
or you do not so acknowledge and agree,
you are not entitled to enter website. If this is the case you must leave the website by clicking "I DISAGREE" below.