Enel Américas One Step Away from Acquiring EGP Américas’ Renewable Energy Business

This Would Control The Generation Of Unconventional Renewable Energies That Enel Green Power SpA Develops And Owns In Central And South America (Except Chile)

The Board of Directors of Enel Américas, unanimously by its members in office, issued a statement today (23) stating that the merger by incorporation of EGP Américas into Enel Américas is in the social interest of the company. In addition, it resolved to call an Extraordinary General Meeting of the company to be held on December 18, 2020, to submit for its decision the incorporation intended to allow Enel Américas to control and consolidate the ownership of the unconventional renewable energy generation business and assets that Enel Green Power SpA develops and owns in Central and South America (except Chile).

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The Board of Directors reviewed the evaluations from the two independent appraisers and the two specialists, the collective report from the Enel Américas Board Committee, and proposes an exchange ratio of 0.43 shares of Enel Américas for each share of EGP Américas, or such other agreed by the Board within a range between 0.41 and 0.45 shares of Enel Américas for each share of EGP Américas.

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The amendment to the company’s bylaws, namely the limitations and restrictions established in the bylaws pursuant to Title XII of Decree-Law 3,500, with the exception of the Investment and Financing Policy, which remains unchanged in the corporate governance structure, will also be submitted to the General Meeting for consideration.

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The Board of Directors reviewed the evaluations from the two independent appraisers and the two specialists, the collective report from the Enel Américas Board Committee, and proposes an exchange ratio of 0.43 shares of Enel Américas for each share of EGP Américas, or such other agreed by the Board within a range between 0.41 and 0.45 shares of Enel Américas for each share of EGP Américas.

The amendment to the company’s bylaws, namely the limitations and restrictions established in the bylaws pursuant to Title XII of Decree-Law 3,500, with the exception of the Investment and Financing Policy, which remains unchanged in the corporate governance structure, will also be submitted to the General Meeting for consideration.

The incorporation will be subject, among other conditions precedent, to the fact that the withdrawal right eventually exercised by dissenting shareholders of Enel Américas as a result of the incorporation will not exceed 10% of the outstanding shares with voting rights of the aforementioned company.

In order to enable virtual participation and voting of shareholders at the Extraordinary Meeting, the Board of Directors of Enel Américas is committed to implementing systems that comply with General Resolution No. 435 and Circular Letter No. 1,141 from the Financial Market Commission. Information on the remote access process to the Board will be provided in advance in the Board’s call and on the Enel Américas website to facilitate participation.

In an extraordinary session held today, the company’s Board of Directors received and reviewed the collective report from the Enel Américas Administration Committee as well as the individual statements issued by the current directors, all of which were previously related to the proposed merger by incorporation announced on September 21.