ELEQ: International Endesa: Significant Event Enersis EGM

  ELEQ: International Endesa: Significant Event Enersis EGM

UK Regulatory Announcement

NEW YORK

  86% OF ENERSIS SHAREHOLDERS IN FAVOUR OF THE CAPITAL INCREASE PROPOSED BY
                                    ENDESA

  *This result ratifies Enersis' shareholders interest in the operation.
  *At the shareholders’ meeting Endesa and Enel stated their commitment to
    consolidate Enersis as Endesa’s sole investment vehicle in Latin America
    in the generation and distribution businesses and the sale of conventional
    electric energy.
  *The capital increase and its proceeds will allow the company to undertake
    a new expansion initiative without taking additional debt and provide
    sufficient funds to increase its presence in the markets where it
    operates.
  *The representations and warranties provided by Endesa in the contract
    governing the transfer of assets are predicated on the best international
    practices in this type of transaction.

Santiago de Chile, 20 December 2012.- 86% of Enersis shareholders have voted
in favour of the capital increase proposed by Endesa at the Extraordinary
meeting held today. This result ratifies Enersis' shareholders interest in the
proposed operation. 95.24% of Enersis’ share capital was represented at the
Extraordinary Shareholders’ meeting.

Endesa wishes to thank Enersis, particularly the company’s Executive
Committee, Board of Directors and Management for their efforts to date, which,
despite the complexity and singularity of the operation, have resulted in the
presentation of Enersis’ capital increase to shareholders today for approval
(it was submitted to the Board of Directors in June).

This capital increase will consolidate Enersis as Endesa’s sole investment
vehicle in Latin America for the generation and distribution businesses and
for the sale of conventional electric energy. The commitment was ratified
today in a joint statement issued by Endesa and Enel at the Enersis
shareholder meeting.

The capital increase will include the issuance of 16,441,606,297 Enersis
shares at a price of CLP 173 per share, or a total of USD 5,995 million (at
today’s exchange rate).

Endesa will contribute to Enersis 100% of the electricity assets held by
Endesa Latinoamérica through its Conosur subsidiary in exchange for
9,967,630,058 Enersis shares. This implies a valuation of USD 3,643 million
for Conosur. Enersis’ remaining shareholders will be able to subscribe up to
6,473,976,239 Enersis shares, which at the same exchange rate amounts to USD
2,352 million.

Endesa has also proposed a dividend policy for Enersis in line with the policy
executed in previous years, and commits not to submit any proposals for
extraordinary dividends to the Shareholders' meeting. In this way, the
proceeds raised by the capital increase will be used exclusively to provide
Enersis with sufficient resources to step up its expansion process in Latin
America.

Furthermore, if, as a result of Endesa involuntarily increasing its stake in
Enersis to over the current 60.62% (in the event of other parties not
subscribing the operation) and provided that the legal and by-law regulated
limit of 65% of shares bearing voting rights is not surpassed, Endesa would
not to reduce this interest given its strategic nature, thereby underscoring
its commitment to Enersis and its desire to work with the rest of its
shareholders for the development of the company.

The representations and warranties provided by Endesa in the contract
governing the transfer of assets are predicated on the best international
practices in this type of transaction.

Endesa has stated repeatedly since the proposed deal was presented that it has
always sought the benefit of Enersis and its shareholders and that it is open
to entering into a broad agreement to achieve this.

The capital increase will make Enersis the leading private electricity utility
in Latin America and the only regional operator with businesses in the
region’s main markets, achieving critical mass in an extremely complex
environment.

In one single operation, Enersis will incorporate stakes in 13 power
generation and distribution companies in Latin America, allowing it to
increase its business investment without running up costs or any additional
risk, given that these companies are almost entirely managed by Enersis.

The transaction will increase Enersis’ installed generation capacity by 985
MW, in addition to the El Quimbo (400 MW) and Reserva Fría in Peru (183 MW)
under construction, raising the Group’s total capacity from 15,182 MW to
16,750 MW by 2014.

Based on 2011 figures, the operation will boost Enersis' net income by USD 320
million (c.40%), putting it at around Euro 1,100 million. Also, its shares
will become more liquid and the weighting of the stock on the Chilean stock
exchange will increase from 6% to nearly 10%.

The capital increase and its proceeds will allow the company to undertake a
new expansion initiative without taking on any further debt and provide
sufficient funds to increase its presence in the markets where it operates.
This process will involve the acquisition of minority shareholdings, organic
growth and buying opportunities in the markets where Enersis operates.

Contact:

International Endesa