Enel Americas S.a. · BCS:ENELAM
Enel Americas — Enersis — Merger or Acquisition (September 2012)
23 slides from Enel Americas's merger presentation, Sep 21, 2012
Slide 1: Endesa Roadshow Presentation, 20-26 September 2012
20-26 September 2012 Endesa Roadshow Presentation
Slide 2: Important Legal Information
endesa Important Legal Information
Slide 3: Agenda
Agenda |. Endesa’s assets overview || What are we proposing? lll. Why do we think this transaction is good for Enersis and its shareholders? What will be the use of the cash proceeds raised in the capital increase? ‘What are the next steps?
Slide 4: Endesa Latinoamerica has a unique portfolio of assets
ce i | endesa Endesa Latinoamerica has a unique portfolio of assets Senerton Forties Caco ($8) Seaton cosense 7 Detroution /ampie Ml SScecmcy sau Total clients: 13.8m GD vere ener - ‘otal installed capacity: 15,835MW Bee Soren tre er arom conmnere—crocon Doan Dy minions Sovuton/ seer a savin o.
Slide 5: Strong expected demand growth in positive macroeconomic environment
| endesa Strong expected demand growth in positive macroeconomic environment ... ina region that offers significant growth opportunities, both organically and through potential consolidation Consolidated regulatory framework Customer gown epulaton growth ran concetstion Censumption growth ‘Sl very o
Slide 6: Endesa operates in the region through two HoldCos under a sub-optimal structure
ere ay | Endes: ‘a operates in the region through two HoldCos under a sub-optimal structure endesa [ic tripe erecta nce atm and Ent anes sess soe ‘8 of the 12. compsnies (representing more than 95% cf a corrate ae) nwh Eres Catarowne ane re andy orale by Enero, ther) tacun tor ve.gh freee ere owt Ec
Slide 7: Agenda
Agenda Endesa's assets overview | What are we proposing? lll. Why do we think this transaction is good for Enersis and its shareholders? What will be the use of the cash proceeds raised in the capital increase? What are the next steps?
Slide 8: What is Endesa proposing?
cra What is Endesa proposing? Proposed transaction Current ownership structure ‘Endasais proposing s captal increase of Enersie re Under Chilean law, naw shares must be offered fist to isting shareholders through s preemptive ight issue Endesa is proposing to contribute frit pro-rata share a (0.5%)
Slide 9: How does the approval process work?
endesa How does the approval process work? Since the transaction has been characterized by the Chilean regulator asa vansacton with related partes, the approval ofthe capital increase is subject 02 special approval process tne shareholders, “The transaction can only proceed fie approved by a majorit
Slide 10: Agenda
fe El endesa SESE |. Endesa’s assets overview |. What are we proposing? lll. Why do we think this transaction is good for Enersis and its shareholders? IV. What will be the use of the cash proceeds raised in the capital increase? What are the next steps? 0
Slide 11: Why do we think this transaction is good for Enersis and its shareholders?
TO —— Eval cnesa Why do we think this transaction is good for Enersis and its shareholders? Unique opportunity to acquire a high quality group of regulated and power generation assets across the region, without increasing the operational risk profile of the business. @ — seco eo consolidate its equi
Slide 12: In a landmark transaction, Enersis will incorporate participations in key regional markets
In a landmark transaction, Enersis will incorporate participations in key Biel) Incremental net income 2011 (USSmm) Breakdown of incremental net income 2014 I By county Tota: USS2z3mm regional markets... + Enersis mainly increases its stake in currently controlled companies (9 out of 12 are already
Slide 13: The main regional energy player and a natural industry consolidator
aE | ©, Pecoming the only investment vehicle of Endesa in Latin America, endesa the main regional energy player and a natural industry consolidator ... Installed capacity (MW) * Clients (m) * | ett |e Ones SS SNe= Bey oon Ons The proposed transaction would allow Enersis to: maintain leadership in a
Slide 14: Enersis' market valuation should be reinforced by increased scale and index weight
Enersis’ market valuation should be reinforced by the increased scale and index weight resulting from the capital increase IPSA index weight Top constituents Improved relative market position Flowing the Transacten Enerss could become one ofthe op three Chilean company by market captalzaton Ierease
Slide 15: Structure simplification expected to drive potential valuation uplift
a cA, endesa Structure simplification expected to drive potential valuation uplift Enersis EV / EBITDA 2012 gap vs peers + Higher vsbilty of Enerss participations and corporate structure + Increased “owmership" of EBITDA expected to benefit Enersis valuation + Enersis has historically traded at a di
Slide 16: Stock potential upside due to undervaluation of direct stakes
4 Stock potential upside due to deep undervaluation of direct stakes other than Endesa Chile and Chilectra Enersis market cap (US$m) variation post announcement 124 107 sm Enerss 60% in Endezs Chile value ners 99% in CChilet value Others, intsing ractaskes 03 Usst.sen deren Enersis Mkt Cap pre annou
Slide 17: Agenda
i ca endesa SOSTEE Endesa's assets overview | What are we proposing? lll. Why do we think this transaction is good for Enersis and its shareholders? IV. What will be the use of the cash proceeds raised in the capital increase? What are the next steps? w
Slide 18: What will be the use of the cash proceeds raised in the capital increase?
| endesal What will be the use of the cash proceeds raised in the capital increase? ‘opportunities = creat spor Ener fo candno rengheing epson nies wey mavaein ine agin 1 Te aoquton ot mary aks woud sun 3 sgntcnt recognition meremertal ret income 1 The Group ras aresy ered potent purcnass = Tee tran
Slide 19: Purchase of remaining minority stakes
Ee ae | Purch jase of remaining minority stakes would allow Enersis to capture a greater endesaportion of its managerial and financial effort (Enersis consolidates 100% of the debt) Example for illustrative purposes only [EPMencesabrast = wither Seams 6 OeDEcEL neo H ! ee
Slide 20: Enersis has an attractive portfolio of development projects
i | endesa Geographic overview Enersis has an attractive portfolio of development projects key projects in pipeline Project Country MW amauta NamanmiCachoera dos Pats ara do Taare >] Suma uaa i) ane ‘Choshvenco La Suns Camohemoze — pera i Curbera Yaoi. Naxos eo Nilee 2 (Cuenca del Rio Maran xo “Tota
Slide 21: Agenda
ee i | endesa SCS Endesa's assets overview | What are we proposing? lll. Why do we think this transaction is good for Enersis and its shareholders? IV. What will be the use of the cash proceeds raised in the capital increase? \. What are the next steps? a
Slide 22: What to expect in terms of next steps?
ca What to expect in terms of next steps? ‘Tentative timetable; Day 1 = September 5, 2012 (© 20214 Fenris pine Test independent ppazar © cornite t Dctors ppointd Caro & Ascidos a independent appraiser © irsrencan sprees ta port © soars or Enersis mates avaiable tothe public the reports furnished byt
Slide 23: Signatures
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENERSIS S.A. By: /s/ Ignacio Antoñanzas Alvear --------------------------------------------