1. What does the demerger transaction involve?
The non-proportional demerger of Enel Green Power in favour of the parent company Enel provides for:
1.  the allocation in favour of Enel of the entire investment held by Enel Green Power in Enel Green Power International B.V., a Dutch holding company which holds shares in companies operating in the renewable energy sector in North, Central and South America, Europe, South Africa and India,
2.  the allocation in favour of Enel of assets, liabilities, contracts and legal relationships related to such investment;
3.  the maintenance by Enel Green Power of all Italian activities and the remaining foreign investments.
Following the Demerger, the stakes of the Enel Green Power shareholders will be exchanged for Enel shares under the Exchange Ratio of 0.486 newly issued Enel shares for each EGP share offered in exchange.
The transaction is considered a non-proportional demerger because all Enel Green Power shares held by shareholders other than Enel will be exchanged for Enel shares, while Enel shall exchange only part of the shares it holds in Enel Green Power; the latter will be simultaneously cancelled.
On the Effective Date of the Demerger, therefore:
- all shareholders of Enel Green Power other than Enel will exchange their shares for Enel shares on the basis of the exchange ratio indicated above;
- Enel will exchange part of its shares in Enel Green Power for Enel shares and will proceed with their simultaneous cancellation;
- all Enel Green Power shares exchanged for Enel shares will be cancelled, thus reducing the share capital of Enel Green Power;
- Enel will thus become the sole shareholder of Enel Green Power and all the other shareholders shall become shareholders of Enel.
- Enel will increase its share capital by a maximum of 770,588,712 new shares allocated to Enel Green Power shareholders;
The Demerger becoming effective is conditional on the fact that the liquidation value of the Enel Green Power shares in relation to which the Right of Withdrawal and the Right of Sale were to be validly exercised does not exceed EUR 300,000,000 (the so-called Condition Precedent). ​

2. What are the time frames relative to this transaction?
The demerger project was approved by the Boards of Directors of Enel and Enel Green Power in their meetings held on 17 November 2015.

The Project was prepared on the basis of the balance sheets of the two companies involved in the above-mentioned demerger as at 30 September 2015.

The demerger project is to be submitted for approval by the Extraordinary Shareholders' Meetings of Enel and Enel Green Power convened for 11 January 2016.

The transaction documentation prepared by Enel and Enel Green Power will be made public at least thirty days before the Extraordinary Shareholders' Meetings of Enel and Enel Green Power convened to approve the Demerger, and will be available at the registered office, on the websites www.enel.com and www.enelgreenpower.com and on the authorised storage mechanism "NIS-Storage" (www.emarketstorage.com).

In addition, Enel and Enel Green Power will draft a disclosure document on the transaction that will be made public at least fifteen days before the Extraordinary Shareholders' Meetings of Enel and Enel Green Power. The demerger, with the allocation of shares to the shareholders of Enel Green Power other than Enel, is expected to take effect by 31 March 2016.​ 

3. What are the reasons for this transaction?
The transaction at issue, with the full integration of the renewables business within the Enel Group, has reasons of a strategic, industrial and financial nature, and will be able to create value for both Enel Green Power and Enel.

From the strategic point of view, the integration of the renewables business is consistent with the changed environment in which utilities in the energy sector operate today, which has transformed power companies from simple producers and distributors of energy into providers of value-added services; these changes are in fact creating new business opportunities that utilities will be able to seize only if they position themselves as global operators which are integrated within the electrical system.

Within this new scenario, the Enel Group is already well positioned as a global operator by virtue of its geographical and technological diversification and a base of over 61 million customers.

Moreover, the integration of EGP is in line with the Enel Group's increasing focus on generation from renewable sources, made evident in a plan which provides for development investment in renewable energy of more than 50% of the Group's investments in growth, making Enel Green Power the engine of Enel's development.

The integration also has industrial and financial reasons, however, and creates value through growth and integration in the strictest sense. 

With regard to growth, the transaction will significantly increase the current standalone investment capacity of EGP, because of the greater financial capacity of the Enel Group, with the aim of realising further growth initiatives in the renewables business.

On the other hand, the full integration of the two organisational units, through the ability to pool their managerial and technology skills and the joint management of the different supply chains, allows additional benefits in terms of cost reduction and risk mitigation.  

Another area of possible optimisation regards reducing the risk of so-called merchant risk through centralised management of hedges in the countries where Enel and Enel Green Power are present and the possibility of collaborating on an integrated sales offering​ 

4. Are there any risk factors associated with this transaction?
The risk factors linked to the transaction will be reported in the disclosure document that Enel and Enel Green Power will release at least 15 days before the Extraordinary General Meetings convened to approve the transaction (thus prior to 27 December 2015). This document will be available at the registered office, on the websites www.enel.com and www.enelgreenpower.com and on the authorised storage mechanism "NIS-Storage" (www.emarketstorage.com).​ 

5. I am an Enel shareholder; what will happen to my shares?
You will continue to hold Enel shares, which will continue to be traded on the MTA. Please note that the share capital of Enel will be increased to allow the entry of current EGP shareholders; ​

6. It is a transaction between related parties?
As regards Enel, since this is a transaction carried out with a subsidiary company and since there are no significant interests of other related parties, the Demerger is exempt from the specific procedure for governing transactions with related parties.

As regards Enel Green Power, the Demerger constitutes a related party transaction as it has been completed with the controlling shareholder. Given the size of this transaction, it is qualified as a "transaction of major importance" and, as such, saw the involvement of the Related Parties Committee of Enel Green Power, which, on 16 November 2015, issued a favourable opinion on it.​ 

7. Is a capital increase being planned?
As a result of the Demerger, Enel will increase its share capital by issuing up to 770,588,712 new shares - with dividend rights and a nominal value of EUR 1.00 each - to be issued to shareholders of Enel Green Power pursuant to the Exchange Ratio.

In particular:
1) the shareholders of Enel Green Power, other than Enel, will be allocated - under the exchange ratio - a total maximum no. of 770,588,712 newly issued Enel shares, in return for the cancellation, as part of the exchange, of a total of 1,585,573,483 Enel Green Power shares held by such shareholders, while
2)  in favour of Enel will be allotted, and simultaneously cancelled, without ever proceeding to their allocation - a total of 998,451,288 Enel shares, in return for the cancellation, as part of the exchange, of 2,054,426,517 Enel Green Power shares held by the latter. such shares do not thus fall within the calculation of the capital increase mentioned above.
Enel, following the demerger, will be the sole shareholder of Enel Green Power.

Option rights are not provided for existing shareholders, since this is a capital increase reserved for shareholders of Enel Green Power in relation to the Demerger transaction. ​ 

8. What is the maximum number of Enel shares that will be issued?
Enel will increase its share capital by issuing up to 770,588,712 shares aimed at Enel Green Power shareholders other than Enel. The shares allocated to the shareholder Enel are excluded from this calculation, because such actions are simultaneously void on the issue without proceeding to their assignment (see previous point). The exact number of newly allocated Enel shares will be determined only as a result of the liquidation of any shares with Rights of Sale and Withdrawal by EGP shareholders.​

9. What will be the nominal value of these shares?
The shares deriving from the capital increase will have dividend rights and a nominal value of EUR 1.00 each.​ 

10. Following the capital increase, will there be a dilution of my Enel shareholding?
Yes, the share capital of Enel will be increased to allow the entry of current EGP shareholders; the maximum dilution of the existing shareholders of Enel comes to 7.57%.​ 

11. I am an Enel shareholder; will I have the opportunity to subscribe for new shares as a result of the capital increase?
No, the capital increase is reserved for shareholders of Enel Green Power, as implemented exclusively in the service of and as a result of the Demerger transaction.​ 

12. What are the assets of Enel Green Power which will be allocated to Enel?
The Demerger will be based on the financial statements of Enel and Enel Green Power as at the date of 30 September 2015. The Demerger will involve the allocation of almost all foreign subsidiaries and financial assets of Enel Green Power belonging to the Dutch financial holding company, Enel Green Power International B.V. in favour of Enel, while Enel Green Power will maintain the Italian operations and the remaining foreign interests.
In particular, the assets which, following the Demerger, will be assigned to Enel are as follows (the "Demerged Assets"):
1) total equity investment in the Dutch company Enel Green Power International BV
2) Short-term financial receivables due from Enel Green Power North America Ltd. in relation to a financial restructuring operation carried out in 2014; this financial credit is hedged against currency risk through a currency forward contract
3)legal relationships relative to the line of long-term financing with Enel Green Power International BV
4)the legal relationship to the six workers who are part of the branch forming the Demerged Assets and the resulting asset and liability items referring to them
5)guarantees provided by Enel Green Power in the interest of Enel Green Power International B.V. and its subsidiaries concerning the coverage of certain commitments.

13. How many Enel Green Power shares are involved in the exchange?
The number of Enel Green Power shares included in the exchange come to 3,640,000,000.​

14. Following the transaction, how much will the share capital of Enel Green Power amount to?
On the Effective Date of the Transaction, all 3,640,000,000 shares in Enel Green Power (corresponding to the demerged business unit) will be annulled in their entirety, therefore, the share capital of Enel Green Power will be reduced from the current total of EUR 1,000,000,000 (one billion euros) to a total of EUR 272,000,000 (two hundred and seventy-two million euros).​ 

15. What is the share exchange ratio? How was it determined?
The Board of Directors of Enel and Enel Green Power, with the support of its financial advisors (JP Morgan and Credit Suisse for Enel and Barclays and Mediobanca for Enel Green Power) determined the following exchange ratio:

0.486 Enel shares with a nominal value of EUR 1 for each EGP share offered in exchange.

This exchange ratio was determined based on a variety of analytical and market-related evaluation methods and criteria, taking into account the specific characteristics of Enel and Enel Green Power, which will be explained in the Directors' report that will be made available to the public at least 30 days before the Extraordinary General Meetings convened to approve the transaction (thus prior to 12 December 2015). These reports will be available at the registered office, on the websites www.enel.com and www.enelgreenpower.com and on the authorised storage mechanism "NIS-Storage" (www.emarketstorage.com​)


16. Is a cash adjustment planned?
No, no cash adjustments are planned.​ 

17. How will the allocation of Enel shares to Enel Green Power shareholders take place?
The allocation to the shareholders of Enel Green Power, other than Enel, of Enel shares will be newly issued in dematerialised form and through authorised intermediaries from the Effective Date of the Transaction, following the times and in the manner which will be disclosed to the market through the publication of a notice on the website of Enel Green Power (www.enelgreenpower.com) and in at least one national daily newspaper, as well as in the authorized storage mechanism "NIS-Storage" (www.emarketstorage.com).
The newly issued Enel shares will be listed on the MTA electronic share market just like the existing shares.
No expenses will be borne by the shareholders of Enel Green Power for the exchange transactions.
A service will be made available to the shareholders of Enel Green Power to allow them to round off to the unit immediately above or below the number of shares awarded under the Exchange Ratio, without charges, stamp duty or commissions.​

18. When will the shares be allocated?
The shares will be allocated on the Effective Date of the Transaction which will be stated in the demerger and notified to the public through a specific press release. It is expected that the transaction will be effective by 31 March 2016.​ 

19. What will be the rights relating to the allocated shares?
The Enel shares issued to service the Exchange Ratio will have dividend rights.​

20. What will be the effective date of the Demerger?
The effective date of the effects of the Demerger will correspond to the last entry of the resolutions of the meetings that approved the demerger plan or from any later date indicated in the Demerger. That date will be made known to the public through a specific press release. It is expected that the transaction will be effective by 31 March 2016.

21. What will be the ownership structure of Enel following the demerger?

Enel shareholders (over 2%)
% of the share capital with voting rights
Ministry of Economy and Finance
23.569

This percentage has been calculated assuming that none of the EGP shareholders exercises the Right of Withdrawal or the Right of Sale provided by law. The exact percentage will be determined only after completion of the liquidation procedure of any shares subject to the aforementioned rights.​

22. What will be the ownership structure of Enel Green Power following the demerger?
Following the Demerger, Enel will directly hold 100% of the share capital of Enel Green Power.​

23. Is the Right of Withdrawal provided for? What are the ways to exercise it?
The shareholders of Enel Green Power who, at the Shareholders' Meeting convened for 11 January 2016, do not approve the Demerger Plan, will be entitled to the exercise the Right of Withdrawal, pursuant to Article 2437, paragraph 1, letter a) of the Italian Civil Code, since Enel has a clause in its corporate purpose that allows an activity significantly different from the one described in the corporate purpose clause of Enel Green Power.

The Right of Withdrawal may be exercised for a unified EGP share Liquidation Value, determined pursuant to Article 2437, paragraph 3 of the Italian Civil Code, of EUR 1.78 per EGP share.
Persons authorised to exercise the Right of Withdrawal may exercise this right, for all or part of the shares held, by means of a registered letter that must be sent to the registered office of Enel Green Power within fifteen calendar days from the date of registration of the relevant Shareholders' Meeting (the "Declaration").

By the same means, proper notification must be sent to Enel Green Power, issued by an authorised intermediary, stating (i) the registered account holder of the shares subject to the exercise of the Right of Withdrawal on the day of the Shareholders' Meeting whose resolution legitimised the exercise of this right and (ii) the registered account holder of the shares subject to the exercise of the Right of Withdrawal as at the date of the Declaration.

The Declaration must contain the following information:

- the general details of the withdrawing shareholder, including the tax code;
- the domicile of the withdrawing shareholder for communications regarding the procedure, including the telephone number and e-mail;
- the number of shares for which the Right of Withdrawal is exercised;
- the IBAN of the bank account to which to credit the amount of the reimbursement of the shares subject to exercise of the Right of Withdrawal.

The Declaration must also contain the indication of the intermediary with whom their shares are deposited subject to exercise of the Right of Withdrawal and the confirmation that such shares are free of liens or other encumbrances in favour of third parties. If the shares subject to withdrawal are encumbered by liens or other encumbrances in favour of third parties, the withdrawing shareholder must also attach to the Declaration a statement by the pledgee or the person in whose favour the lien is applied, with which this party gives its irrevocable and unconditional consent to the withdrawal of the shares from the pledge and/or encumbrance and to its settlement in accordance with the instructions of the withdrawing shareholder.

Information about the procedures and the terms of exercising the Right of Sale will be announced in any case by Enel Green Power in the manner provided by law.

To request more information about the content of the Declaration, you can contact the toll-free number 800-132313.​

24. In relation to this process, is it possible to exercise the Right of Sale?
The shareholders of Enel Green Power who, at the Shareholders' Meeting convened for 11 January 2016, do not support the approval of the Demerger, will have the right to buy their own Enel Green Power shares from Enel.

The Right of Sale shall cover all, or even only part of, the EGP shares held by shareholders of Enel Green Power exercising said Right of Sale; the unit price of the EGP share shall be equal to the Liquidation Value of EUR 1.780 per EGP share.

Persons authorised to exercise the Right of Sale may exercise this right, for all or part of the shares held, by means of a registered letter that must be sent to the registered office of Enel Green Power within fifteen calendar days from the date of registration of the relevant Shareholders' Meeting (the "Declaration").

By the same means, proper notification must be sent to Enel Green Power, issued by an authorised intermediary, stating (i) the registered account holder of the shares subject to the exercise of the Right of Sale on the day of the Shareholders' Meeting whose resolution legitimised the exercise of this right and (ii) the registered account holder of the shares subject to the exercise of the Right of Sale as at the date of the Declaration.

The Declaration must contain the following information:

- the general details of the selling shareholder, including the tax code;
- the domicile of the selling shareholder for communications regarding the procedure, including the telephone number and e-mail;
- the number of shares for which the Right of Sale is exercised;
- the IBAN of the bank account in which to credit the amount of the reimbursement of shares subject to exercise of the Right of Sale.

The Declaration must also contain the details of the intermediary with whom their shares are deposited subject to exercise of the Right of Sale and the confirmation that such shares are free of liens or other encumbrances in favour of third parties. If these shares are encumbered by liens or other encumbrances in favour of third parties, the selling shareholder must also attach to the Declaration a statement by the pledgee or the person in whose favour the lien is applied, with which this party gives its irrevocable and unconditional consent to the withdrawal of the shares from the pledge and/or encumbrance and to its settlement in accordance with the instructions of the selling shareholder.

Information about the procedures and the terms of exercising the Right of Sale will be announced in any case by Enel Green Power in the manner provided by law.

Information about the procedures and the terms of exercising the Right of Sale can be requested by calling the toll-free number 800-132313.

25. Can I exercise both the Right of Sale and the Right of Withdrawal?
Yes. This is without prejudice to the fact that both rights cannot be exercised in relation to the same shares.​ 

26. Is the transaction subject to conditions precedent?
The effectiveness of the Demerger is conditional on the fact that the liquidation value of the Enel Green Power shares in relation to which the Right of Withdrawal and the Right of Sale were to be validly exercised does not exceed EUR 300,000,000.

The Condition Precedent shall be deemed fulfilled - even if exceeding the limit indicated above - if Enel, within 60 calendar days after registering the last Shareholders' Meeting to approve the Demerger with the Register of Companies of Rome, , should declare its intention, pursuant to Article 2502 of the Italian Civil Code, to purchase all the shares for which the rights above were exercised.

Enel and Enel Green Power will announce the data related to the fulfilment or non-fulfilment of the Condition Precedent by means of a notice published on their respective websites and in at least one national daily newspaper.​