Enel Americas : CELG-D Acquisition

Investors Presentation

This presentation does not constitute an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction.

This presentation contains certain "forward-looking statements" regarding anticipated financial and operating results and statistics and other future events relating to Enersis Américas S.A. These statements are not guarantees of future performance and are subject to material risks, uncertainties, changes and other factors which may be beyond Enersis Américas' control or may be difficult to predict. These statements may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. The inclusion of these forward-looking statements should not be regarded as an indication that Enersis Américas or any other person considers such projections to be material or to be a reliable prediction of actual future results. These forward-looking statements are subjective in many respects and there can be no assurance that they will be realized or that actual results will not be significantly higher or lower than described. As a result, the inclusion of any forward-looking statements in this presentation should not be relied on as necessarily predictive of actual future events. The projections and other forward-looking statements were based on numerous variables and assumptions that are inherently uncertain. Actual results may differ materially from those projected as a result of such risks and uncertainties. In addition, the financial projections do not necessarily reflect revised prospects, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the projections were prepared.

Forward looking statements include, but are not limited to, information regarding: Enersis Américas' business plans, Enersis Américas' cost reduction plans, trends affecting Enersis Américas' financial condition or results of operations including market trends in the electricity sector in Chile or elsewhere, supervision and regulation of the electricity sector in Chile or elsewhere, and the future effect of any changes in the laws and regulations applicable to Enersis Américas' or its affiliates. The principal assumptions underlying these forecasts and targets relate to: Economic and Industry Conditions, Commercial Factors, Political/Governmental Factors, Operating Factors, and Competitive Factors.

The following important factors, in addition to those discussed elsewhere in this presentation, could cause actual financial and operating results and statistics to differ materially from those expressed in our forward-looking statements, including but not limited to: changes or developments regarding the applicable regulations (which may affect the investment plan of Enersis Américas regarding the regulated activities), legal restrictions applicable to the implementation of the dividends policy, environmental regulations and other legal issues; price of electricity; price and supply of raw materials; interest rates or exchange rates; availability of fuel; ability to maintain relationship with suppliers, customers and consumer and user protection groups; changes in climate conditions; widespread adoption energy efficiency measures; inherent risks in the construction of new power generation and distribution facilities; changes in general economic, political, administrative and business conditions; operating hazards and risks; tax risks; loss of senior management and key personnel; insufficiency of insurance coverage or increase of insurance costs; failure of systems and information technology and processing; inability to access the capital markets to refinance its debt and finance its capital expenditures; and other factors that could adversely affect the business and financial results of the Company.

No assurance can be given that the forward-looking statements in this document will be realized. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date of this presentation. Our independent registered public accounting firm has not audited, examined or compiled the forward-looking statements and, accordingly, does not provide any assurance with respect to such statements. Neither Enersis Américas nor any of its affiliates intends, nor undertakes any obligation, to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Transaction Terms

• Enel Americas has been successful in the privatization auction to acquire CELG-D from Eletrobras and CELGPar

• Auction Price of US$ 0.6bn1

• Adjusted Enterprise Value of US$ 1.3bn

• 1.6x EV / RAB2

• Enel Brazil reaches almost 10 million clients and Enel Americas reaches

  16.8 million clients

• Enel becomes the 2nd largest player in

  Brazil

• Enel Americas gets substantial opportunity of value creation

  1 Equity Value for 94.84% of the company. 2

  2 Expected Net RAB for 2016.

  Timeline of Next Events Nov 2016 Dec 2016 Jan 2017 Mar / Apr 2017

  • 11/30/2016 - Public auction (for 94.84% of the shares)

  • 12/9/2016 - Preliminary results of the public auction and beginning of the period for appeals against results of the public auction

  • 12/20/2016 - Final result of the public auction

  • 12/29/2016 - Homologation of the results of the Auction

  • 1/30/2017 - Auction settlement and execution of the SPA

  • 3/16/2017 - Disclosure of the number of unsubscribed shares of the second Offer to Employees and Retirees

  • 4/17/2017 - Acquisition and settlement of unsubscribed shares of the second Offer to Employees and Retirees by the winning bidder

3

Source: Edital: "Alienação de Ações Ordinárias da CELG Distribuição S.A. - CELG-D" published on October 28, 2016