UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ENEL CHILE S.A.

(Name of Issuer)

Shares of Common Stock, No Par Value

American Depositary Shares Representing

50 Shares of Common Stock (the “ADSs”)

(Title of Class of Securities)

29278D105

(CUSIP Number)

Enel S.p.A.

Viale Regina Margherita 137

00198 Rome

Italy

Attn: Fabio Bonomo

Head of Corporate Affairs

Tel: +39 06 8305 2081

Fax: +39 06 8305 2129

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 3 (this “Amendment”) amends and supplements the Statement on Schedule 13D, which was originally filed jointly by the Reporting Person (as defined below), Enel Latinoamérica, S.A. (“ELA”), a Spanish socieded anónima, formerly named Endesa Latinoamérica, S.A., and Enel Iberoamérica, S.R.L. (“EIA”), a Spanish socieded de responsabilidad limitada, formerly named Enel Energy Europe, S.R.L., with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2016, as amended or supplemented on September 1, 2017 and March 27, 2018 (together with this Amendment, the “Schedule 13D”), with respect to the shares of Common Stock, no par value (the “Common Stock”), of Enel Chile S.A., a Chilean sociedad anónima formerly known as Enersis Chile S.A. (“Enel Chile,” “Enersis Chile” or the “Issuer”), and American Depositary Shares (“ADSs”) of Enel Chile, each representing 50 shares of Common Stock of Enel Chile, as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety to read as follows:

This Schedule 13D is being filed by Enel S.p.A, an Italian societá per azioni (“Enel” or the “Reporting Person”).

Enel is a holding company engaged, through subsidiaries and affiliates, in the integrated production, distribution and sale of electricity and gas in approximately 30 countries across 5 continents.

The business addresses of Enel is Viale Regina Margherita 137, 00198 Rome, Italy.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of the Reporting Person is set forth in Schedule A to this Statement on Schedule 13D and is incorporated herein by reference in its entirety.

During the past five years, neither the Reporting Person (and to the knowledge of the Reporting Person, none of its directors and executive officers set forth in Schedule A) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end of the Item:

Item 4 of this Amendment is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety to read as follows:

On October 23, 2014, as part of Enel’s previously announced plan to reorganize its activities in Iberia and Latin America described below, Enel, through its wholly-owned subsidiary EIA, purchased 29,762,213,531 shares of Enersis S.A., a Chilean sociedad anónima, held directly and indirectly by Endesa S.A. (“Endesa”), a Spanish sociedad anónima (the “Acquisition”). The Acquisition was made pursuant to a Stock Acquisition Agreement (the “Agreement”) between EIA and Endesa. The aggregate purchase price was €8.25 billion, based on an approximate implied value per share of Enersis S.A. Common Stock of 215 Chilean pesos. The Acquisition was approved by the Board of Directors of Endesa on September 17, 2014 and the shareholders of Endesa on October 21, 2014.

Prior to the Acquisition, Enel and EIA held an indirect ownership interest in Enersis S.A. through EIA’s ownership interest in Endesa. In July 2014, Enel announced a plan to reorganize the Enel Group’s activities in Iberia and Latin America by grouping

its Latin American operation under EIA and focusing Endesa’s businesses on the Iberian market. The reorganization was implemented by means of the Acquisition and an extraordinary cash dividend that was paid on October 29, 2014.

On April 22, 2015 Enel requested that the Board of Directors of Enersis S.A. consider and analyze a potential corporate reorganization process involving Enersis S.A. and its subsidiaries Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra S.A. (“Chilectra”) that would separate their businesses and assets in Chile from those in Argentina, Brazil, Colombia and Peru so that the Chilean businesses and the non-Chilean businesses may be grouped by geographic area (the “First Reorganization”).

The respective Boards of Directors of Enersis S.A., Endesa Chile and Chilectra determined in November 2015 that the First Reorganization would be in the best interests of their respective companies and the Boards of Enersis S.A., Endesa Chile and Chilectra subsequently determined that the First Reorganization would involve, inter alia, each of Endesa Chile and Chilectra separating its Chilean and non-Chilean businesses by means of a “división” or “demerger” under Chilean law and spinning off Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Americas”), respectively, followed by Enersis S.A. (in turn being renamed Enersis Américas S.A.) separating its Chilean and non-Chilean businesses, including the shares of the demerged entities of Endesa Chile and Chilectra, also by means of a “división” or “demerger” under Chilean law and spinning off Enersis Chile (collectively, the “Spin-Offs”).

On December 18, 2015 the shareholders of Enersis S.A., Endesa Chile and Chilectra approved the First Reorganization. As a result of the effectiveness of the Spin-Offs, on March, 1, 2016 Enersis Chile (subsequently renamed Enel Chile) was created, holding, as a consequence of the same Spin-Offs, the Chilean business represented by approximately 60% of Endesa Chile’s (subsequently renamed Enel Generaciòn Chile) share capital and approximately 99% of Chilectra’s (subsequently renamed Enel Distribuciòn Chile) share capital. As a result of the Spin-Offs, EIA and ELA became the direct beneficial owners of 20.3% and 40.32% of Enel Chile Common Stock respectively, and Enel thus became the indirect beneficial owner of 60.62% of Enel Chile Common Stock.

During 2016, ELA, a wholly-owned subsidiary of EIA, was merged into EIA. In 2017, a cross-border demerger of EIA was implemented, pursuant to which EIA spun off, among other things, its interest in Enel Chile to a new Italian company, Enel South America S.r.l. (“ESA”). During 2017, ESA merged into Enel, which resulted in Enel directly holding 60.62% of Enel Chile Common Stock.

On August 25, 2017, Enel Chile announced that its Board of Directors had analyzed a letter from Enel dated August 25, 2017 (the “Enel Letter”). The Enel Letter responded to a letter from Enel Chile dated July 3, 2017, which proposed a potential corporate reorganization process involving Enel Chile, Enel Generación Chile and Enel Green Power Latin America Limitada (“EGPL”), a company indirectly wholly-owned by Enel holding non-conventional renewable energy generation assets in Chile (the “Second Reorganization”). The proposed Second Reorganization involved the following two steps, each of which was conditional on the implementation of the other:

In the Enel Letter, the Reporting Person expressed a favorable view towards the proposed Second Reorganization, but requested the following additional conditions:

Following its review of the Enel Letter, the Board of Directors of Enel Chile, on the same August 25, 2017, resolved to initiate

work, analysis and steps leading to the execution of the proposed Second Reorganization and communicated the details of the Second Reorganization and the Enel Letter to the Board of Directors of Enel Generación Chile. On August 28, 2017, the Board of Directors of Enel Generación Chile unanimously resolved to initiate all work and steps leading to an analysis of the proposed Second Reorganization applicable to Enel Generación Chile.

Having completed all the necessary analyses, on November 14, 2017 the Boards of Directors of both Enel Chile and Enel Generación Chile expressed their unanimous consent to the Second Reorganization and resolved to submit the Second Reorganization to the approval of their respective Shareholders’ Meetings.

On December 20, 2017 the Shareholders’ Meetings of Enel Chile and Enel Generación Chile approved the Second Reorganization, each within the scope of its respective responsibilities.

On March 25, 2018, Enel Chile published in Chile a definitive notice of results of its tender offers for all of the outstanding shares of common stock of Enel Generación Chile, including in the form of ADSs, that were not owned by Enel Chile and its affiliates. The tender offers were accepted by holders of shares equal to approximately 33.6% of the share capital of Enel Generación Chile, thereby enabling Enel Chile to increase its interest in Enel Generación Chile to 93.55% of its share capital. On the same day Enel Chile announced that all of the conditions to the Second Reorganization have been satisfied.

As a result of the merger of EGPL into Enel Chile, which became effective on April 2, 2018, Enel’s beneficial ownership of Enel Chile Common Stock increased from 60.62% to approximately 61.9%.

On December 5, 2019, Enel entered into two Share Swap Transactions (the “Swap Transactions”) with a financial institution in order to increase its percentage ownership of Enel Chile. Pursuant to the Swap Transactions, Enel may acquire up to 1,763,747,209 shares of Enel Chile Common Stock and up to 6,224,990 of Enel Chile ADSs. The amount payable for any shares of Enel Chile Common Stock acquired will be based on the prices at which such financial institution establishes its hedge with respect to the corresponding Swap Transaction, and the amount payable for any Enel Chile ADSs acquired will be based on the volume-weighted average prices of Enel Chile ADSs during the period in which such financial institution establishes its hedge with respect to the corresponding Swap Transaction. Enel’s payment obligations under the Swap Transactions will be funded through internal cash flow generation and existing debt capacity. The Swap Transactions are in line with Enel’s strategic plan previously announced to the markets, which remains focused on the buy-out of minority interests in South America. For additional information regarding the Swap Transactions, see Item 6 below.

The Reporting Person, as majority shareholder of the Issuer, had and continues to have control over the Issuer, both prior to and after the Acquisition, the First Reorganization, the Second Reorganization and the Swap Transactions. The Reporting Person intends to review its investment in the Issuer and have discussions with representatives of the Issuer and/or other stockholders of the Issuer from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D enumerated below. The Reporting Person specifically reserves the right to propose changes in the board of directors or management of the Issuer, to purchase or sell, or to cause its affiliates to purchase or sell, shares of Enel Chile Common Stock or ADSs, to engage in short selling or any hedging or similar transaction with respect to Enel Chile Common Stock or ADSs, or to change its intentions with respect to any and all matters referred to in this Item 4, although the Reporting Person does not have any present plans or proposals that would result in a change of control of the Issuer. Any action or actions the Reporting Person might undertake in respect of Enel Chile Common Stock and/or ADSs will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price level and liquidity of the shares of Enel Chile Common Stock and ADSs; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments.

Except to the extent set forth above, or in any other Item hereof, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following matters set forth in Item 4 of Schedule 13D:

Item 5. Interest in Securities of the Issuer.

Paragraphs 5(a), 5(b) and 5(c) of Item 5 are hereby amended and restated in their entirety to read as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read in its entirety as follows:

On December 5, 2019, Enel entered into two Swap Transactions relating to up to 1,763,747,209 shares of Enel Chile Common Stock and up to 6,224,990 of Enel Chile ADSs, respectively. The Swap Transactions give Enel the right to acquire up to such number of shares of Enel Chile Common Stock (subject to the cash settlement provisions described below) and Enel Chile ADSs, respectively, from the financial institution that is counterparty thereto on dates that are expected to occur no later than the fourth quarter of 2020. The number of shares of Enel Chile Common Stock, if any, and Enel Chile ADSs (in each case, the “Number of Shares”) actually acquired by Enel pursuant to the Swap Transactions will depend on such financial institution’s ability to establish its hedge positions with respect to the Swap Transactions. The amount payable for any shares of Enel Chile Common Stock acquired (the “Common Stock Equity Notional Amount”) will be based on the prices at which such financial institution establishes its hedge with respect to the corresponding Swap Transaction, and the amount payable for any Enel Chile ADSs acquired (the “ADS Equity Notional Amount”) will be based on the volume-weighted average prices of Enel Chile ADSs during the period in which such financial institution establishes its hedge with respect to the corresponding Swap Transaction. Enel will settle the Swap Transaction relating to Enel Chile ADSs by paying the ADS Equity Notional Amount and receiving the Number of Shares from the financial institution. Enel has the right to settle the Swap Transaction relating to Enel Chile Common Stock either by paying the Common Stock Equity Notional Amount and receiving the Number of Shares from the financial institution or by receiving or paying, as the case may be, an amount in cash based on the difference between the Common Stock Equity Notional Amount and the aggregate price at which the financial institution disposes of its hedge with respect to such Swap Transaction (the “Final Equity Notional Amount”). If the Common Stock Equity Notional Amount exceeds the Final Equity Notional Amount, Enel will pay the difference to the financial institution, and if the Final Equity Notional Amount exceeds the Common Stock Equity Notional Amount, the financial institution will pay the difference to Enel.

Even if Enel elects cash settlement of the Swap Transaction relating to Enel Chile Common Stock, it expects to acquire the Number of Shares from the financial institution or from third parties, in each case through one or more transactions on the Santiago Stock Exchange. Prior to settlement, Enel will not have any right to dispose of or vote any shares of Enel Chile Common Stock or Enel Chile ADSs acquired or held by such financial institution as a hedge in connection with the corresponding Swap Transaction.

Except as described above or elsewhere in this Amendment, neither the Reporting Person, nor to its knowledge, any executive officer or director of the Reporting Person, has any other contracts, arrangements, understandings or relationships with any persons with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1. Form of Share Swap Transaction Agreement with respect to Enel Chile Common Stock, dated December 5, 2019.

Exhibit 2. Form of Share Swap Transaction Agreement with respect to Enel Chile ADSs, dated December 5, 2019.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Schedule A

Directors and Executive Officers of the Reporting Person

The following table sets forth the name, present principal occupation or employment (and business address) and nationality of each director and executive officer of the Reporting Person.

A. Directors 

B. Executive Officers 

Exhibit 1

[*]

5 December 2019

Enel S.p.A.

Viale Regina Margherita 137 

00198 Rome

Italy

Attention:  

Alberto Maria Giuseppe De Paoli

Re: Share Swap Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below, and supersedes all or any prior written or oral agreements in relation to the Transaction.

The definitions and provisions contained in the 2006 ISDA Definitions (the “Swap Definitions”) and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the Swap Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

References in this Confirmation to “Transaction” shall be deemed to be references to “Swap Transaction” for the purposes of interpreting the Swap Definitions, and references in the Swap Definitions to “Swap Transaction” shall be deemed to be references to “Transaction” for the purposes of interpreting this Confirmation.

1. This Confirmation evidences a complete and binding agreement between [*] and the Counterparty as to the terms of the Transaction, which shall be deemed to form a part of, and be subject to a separate ISDA Master Agreement on the same terms as the ISDA Master Agreement dated as of [*], as amended and supplemented from time to time, between [*] and the Counterparty but excluding any Credit Support Annex or other collateral agreement and excluding for the avoidance of doubt any transaction thereunder, effective on the Trade Date specified below (the “Agreement”). In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction evidenced herein.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms

Initial Interim Exchange Amounts payable by Counterparty:

Final Interim Exchange Amounts payable by Counterparty:

Settlement Terms:

On Exchange Transaction:

Adjustment Events:

Account for payments to [*]: To be separately advised.

Account for payments to Counterparty: To be separately advised.

[*]

A. Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date, the Settlement Date (if any) and the Cash Settlement Payment Date (if any) that:

otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof;

B. Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that:

the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c);

with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below.

Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect.

Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

C. Mutual Representations and Covenants. In addition to the representations, warranties and covenants in the Agreement and in this Confirmation, each party represents, warrants and covenants to the other party that:

For the purposes of the above representations and undertakings:

“Related Transaction” means the share swap transaction relating to Enel Chile SA’s American Depositary Receipts (Bloomberg Ticker: ENIC US <Equity>) between [*] and Counterparty with a trade date on or about the Trade Date of this Transaction as may be amended, supplemented or adjusted from time to time.

“Related Agreement” means the confirmation (including the ISDA Master Agreement of which such confirmation is deemed to be subject and to form a part) entered into between [*] and Counterparty in relation to the Related Transaction as may be amended, supplemented or adjusted from time to time.

[*] and Counterparty agree that Counterparty and Counterparty’s employees, representatives, or other agents are authorized to disclose to any and all persons, without limitation of any kind, the U.S. Federal income tax treatment and U.S. Federal income tax structure of the transaction and all analyses that have been provided to Counterparty relating to such tax treatment and tax structure.

The parties hereto intend that (i) [*] be a financial institution within the meaning of Section 101(22) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), (ii) the Agreement and this Confirmation be a securities contract, as such term is defined in Section 741(7) of the Bankruptcy Code, (iii) each and every transfer of funds, securities and other property under the Agreement and this Confirmation be a settlement payment or a margin payment and a transfer, as such terms are used in Section 546(e) of the Bankruptcy Code, (iv) the rights given to [*] hereunder upon an Event of

Default constitute a contractual right to cause the liquidation, termination or acceleration of a securities contract, a contraction right to offset or net out any termination value, payment amount or other transfer obligation and a contractual right under a security agreement or arrangement or other credit enhancement, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code, and (v) [*] be entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(o), 546(e), 548(d)(2), 555 and 561 of the Bankruptcy Code.

[*]

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing [*] to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, [*] may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform [*]’s obligations in respect of the Transaction hereunder and any such designee may assume such obligations. [*] shall be discharged of its obligations to Counterparty only to the extent of any such performance.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

Trade data of this transaction has been reported pursuant to applicable E.U. law to the following swap data repository: DTCC Derivatives Repository Limited.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it by email to [*]. If you have any questions regarding this Confirmation please contact [*].

Very truly yours,

[*]

[Signature page to Confirmation]

Accepted and confirmed as of

the date first above written

Enel S.p.A.

[Signature page to Confirmation]

Appendix 1

Form of Counterparty Election Notice

From: [ENEL contact details]

To: [*] (as [*] and Calculation Agent)

[*];

Counterparty Election Notice relating to Share Swap Transaction

[date]

Dear Sirs,

The purpose of this notice (this “Counterparty Election Notice”) is to amend certain of the terms and conditions of the share swap transaction (the “Transaction”) on common stock (ISIN CL0002266774) of Enel Chile SA entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on a Trade Date of 5 December 2019, as evidenced by a Confirmation dated 5 December 2019 as amended or amended and restated from time to time (the “Confirmation”). This notice constitutes a Counterparty Election Notice for the purposes of the Confirmation.

Capitalised terms not otherwise defined in this letter shall have the same meanings given to them in the Confirmation.

[1. End of Initial Hedging Period. Pursuant to the definition of “Initial Hedging Period” appearing in the “Equity Amounts” section of the Confirmation, the Counterparty wishes to end the Initial Hedging Period on the effective date of this Counterparty Election Notice, as determined pursuant to the paragraph “Effective Date of Counterparty Election Notice” appearing in the “Equity Amounts” section of the Confirmation”.]

OR

[1. Beginning of Final Hedging Period. Pursuant to the definition of “Final Hedging Period Start Date” appearing in the “Equity Amounts” section of the Confirmation, the Counterparty wishes to commence the Final Hedging Period on [date] or, if later, the date falling two Scheduled Trading Days following the effective date of this Counterparty Election Notice, as determined pursuant to the paragraph “Effective Date of Counterparty Election Notice.]

OR

[1. Amendment of terms. With effect from the date determined pursuant to the paragraph “Effective Date of Counterparty Election Notice” appearing in the “Equity Amounts” section of the Confirmation, the following amendment[s] shall be made to the terms and conditions of the Transaction:

2.  Representations, Warranties and Undertakings. Paragraph 7, “Additional Representations and Undertakings” of the Confirmation shall apply with respect to this Counterparty Election Notice as if each of such representations,

¹ Not to exceed the then prevailing Maximum Number of Shares

² Not to exceed [*]%

undertakings, warranties and covenants were set out in full herein and repeated on the date of this Counterparty Election Notice, save that references to the Transaction shall be references to the Transaction as amended by this Counterparty Election Notice.

3.       Governing law and Jurisdiction. The Governing Law and Jurisdiction provisions of the Agreement shall apply in respect of this Counterparty Election Notice.

Yours faithfully,

________________________ for and on behalf of ENEL S.pA.

Appendix 2

Form of On Exchange Transaction Request

From: [ENEL contact details]

To: [*]

[*];

On Exchange Transaction Request relating to Share Swap Transaction

[date]

Dear Sirs,

The purpose of this notice (this “On Exchange Transaction Request”) is to request a transaction pursuant to the terms and conditions of the share swap transaction (the “Transaction”) on common stock (ISIN CL0002266774) of Enel Chile SA entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on a Trade Date of 5 December 2019, as evidenced by a Confirmation dated 5 December 2019 as amended or amended and restated from time to time (the “Confirmation”). This notice constitutes an On Exchange Transaction Request for the purposes of the Confirmation.

Capitalised terms not otherwise defined in this letter shall have the same meanings given to them in the Confirmation.

1.       On Exchange Transaction. The Counterparty wishes to enter into an On Exchange Transaction pursuant to the “On Exchange Transaction” section of the Confirmation with a proposed trade date of [•] as the On Exchange Transaction Trade Date.

2.       Representations, Warranties and Undertakings. Paragraph 7, “Additional Representations and Undertakings” of the Confirmation shall apply with respect to this On Exchange Transaction Request as if each of such representations, undertakings, warranties and covenants were set out in full herein and repeated on the date of this On Exchange Transaction Request, save that references to the Transaction shall be references to the Transaction and to the proposed On Exchange Transaction.

3.       Governing law and Jurisdiction. The Governing Law and Jurisdiction provisions of the Agreement shall apply in respect of this On Exchange Transaction Request.

Yours faithfully,

________________________ for and on behalf of ENEL S.pA.

Exhibit 2

[*]

5 December 2019

Enel S.p.A.

Viale Regina Margherita 137 

00198 Rome

Italy

Attention:  

Alberto Maria Giuseppe De Paoli

Re: Share Swap Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below, and supersedes all or any prior written or oral agreements in relation to the Transaction.

The definitions and provisions contained in the 2006 ISDA Definitions (the “Swap Definitions”) and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the Swap Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

References in this Confirmation to “Transaction” shall be deemed to be references to “Swap Transaction” for the purposes of interpreting the Swap Definitions, and references in the Swap Definitions to “Swap Transaction” shall be deemed to be references to “Transaction” for the purposes of interpreting this Confirmation.

1. This Confirmation evidences a complete and binding agreement between [*] and the Counterparty as to the terms of the Transaction, which shall be deemed to form a part of, and be subject to a separate ISDA Master Agreement on the same terms as the ISDA Master Agreement dated as of [*], as amended and supplemented from time to time, between [*] and the Counterparty but excluding any Credit Support Annex or other collateral agreement and excluding for the avoidance of doubt any transaction thereunder, effective on the Trade Date specified below (the “Agreement”). In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction evidenced herein.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms

Interim Exchange Amounts payable by Counterparty:

Settlement Terms:

Adjustment Events:

Account for payments to [*]:   To be separately advised.

Account for payments to Counterparty:   To be separately advised.

[*]

Enel S.p.A.

Viale Regina Margherita 137 

00198 Rome

Italy

Attention: Marco Palermo/Joaquin Valcarcel Martinez

Email: marco.palermo@enel.com / joaquin.valcarcel@enel.com

7. Additional Representations and Undertakings:

A. Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that:

be delivered by [*] is not in excess of the Maximum Number of Shares, or pursuant to any other agreement or financial instrument, hold more than 65% of the voting share capital of the Issuer.

B. Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that:

Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;

Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect.

Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

C. Mutual Representations and Covenants. In addition to the representations, warranties and covenants in the Agreement and in this Confirmation, each party represents, warrants and covenants to the other party that:

D. Rule 10b-18. In connection with bids and purchases of Shares in connection with the Hedging Party’s establishment of its Initial Hedge Positions, [*] shall use commercially reasonable efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases and taking into account any applicable Securities and Exchange Commission no-action letters as appropriate, and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond [*]’s or the Hedging Party’s control.

For the purposes of the above representations and undertakings:

“Related Transaction” means the share swap transaction relating to common stock of Enel Chile SA between [*] and Counterparty with a trade date on or about the Trade Date of this Transaction as may be amended, supplemented or adjusted from time to time.

“Related Agreement” means the confirmation (including the ISDA Master Agreement of which such confirmation is deemed to be subject and to form a part) entered into between [*] and Counterparty in relation to the Related Transaction as may be amended, supplemented or adjusted from time to time.

[*] and Counterparty agree that Counterparty and Counterparty’s employees, representatives, or other agents are authorized to disclose to any and all persons, without limitation of any kind, the U.S. Federal income tax treatment and U.S. Federal income tax structure of the transaction and all analyses that have been provided to Counterparty relating to such tax treatment and tax structure.

The parties hereto intend that (i) [*] be a financial institution within the meaning of Section 101(22) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), (ii) the Agreement and this Confirmation be a securities contract, as such term is defined in Section 741(7) of the Bankruptcy Code, (iii) each and every transfer of funds, securities and other property under the Agreement and this Confirmation be a settlement payment or a margin payment and a transfer, as such terms are used in Section 546(e) of the Bankruptcy Code, (iv) the rights given to [*] hereunder upon an Event of Default constitute a contractual right to cause the liquidation, termination or acceleration of a securities contract, a contraction right to offset or net out any termination value, payment amount or other transfer obligation and a contractual right under a security agreement or arrangement or other credit enhancement, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code, and (v) [*] be entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(o), 546(e), 548(d)(2), 555 and 561 of the Bankruptcy Code.

[*]

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing [*] to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, [*] may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform [*]’s obligations in respect of the Transaction hereunder and any such designee may assume such obligations. [*] shall be discharged of its obligations to Counterparty only to the extent of any such performance.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

“Depository” means, in relation to the Shares, the issuer of the Shares or any successor issuer of the Shares from time to time.

“Deposit Agreement” means, in relation to the Shares, the agreements or other instruments constituting the Shares, as from time to time amended or supplemented in accordance with their terms.

“DR Amendment” means, where specified as applicable to a definition or provision, that the following changes shall be made to such definition or provision: (a) all references to “Shares” shall be deleted and replaced with the words “Shares and/or the Underlying Shares”; and (b) all references to “Issuer” shall be deleted and replaced with the words “Issuer or Depository, as appropriate”.

“Replacement DRs” means depository receipts other than the Shares over the same Underlying Shares.

“Underlying Shares” means the ordinary shares or other securities which are the subject of the Deposit Agreement.

(B) ‘.’ shall be deleted where it appears at the end of (vii) and replaced with ‘; or’; and

(C) the following shall be inserted as provision (viii): “(viii) the making of any amendment or supplement to the terms of the Deposit Agreement”.

(A) Cancellation and Payment (Calculation Agent Determination) will apply as provided in this Confirmation; provided that the parties may agree that a replacement of the Shares with Replacement DRs or the Underlying Shares should take place and that one or more terms of the Transaction should be amended, and if the parties so agree, then Cancellation and Payment (Calculation Agent Determination) shall not apply in respect of such Delisting or termination of the Deposit Agreement, as applicable, and references to Shares herein shall be replaced by references to such Replacement DRs or the Underlying Shares, as applicable, and any agreed amendments will be made, in each case with effect from the date agreed by the parties; and

(B) where Cancellation and Payment (Calculation Agent Determination) applies under clause (viii)(A) above in respect of a termination of the Deposit Agreement, the Equity Definitions shall be interpreted as follows: (i) such termination shall be deemed to be an “Extraordinary Event”; (ii) Cancellation and Payment (Calculation Agent Determination) shall apply as defined in Section 12.6(c)(ii) of the Equity Definitions; and (iii) the definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall include the following additional clause (vii) at the end of the first sentence thereof: “(vii) in the case of a termination of the Deposit Agreement, the date of the first public announcement by the Depository that the Deposit Agreement is (or will be) terminated”.

Trade data of this transaction has been reported pursuant to applicable E.U. law to the following swap data repository: DTCC Derivatives Repository Limited

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it by email to [*]. If you have any questions regarding this Confirmation please contact [*].

Very truly yours,

[*]

[Signature page to Confirmation]

Accepted and confirmed as of

the date first above written

Enel S.p.A.

[Signature page to Confirmation]

Appendix

Form of Counterparty Election Notice

From: [ENEL contact details]

To: [*] (as [*] and Calculation Agent)

[*]

By Email

Counterparty Election Notice relating to Share Swap Transaction

[date]

Dear Sirs,

The purpose of this notice (this “Counterparty Election Notice”) is to amend certain of the terms and conditions of the share swap transaction (the “Transaction”) on Enel Chile SA ADR (Bloomberg Ticker: ENIC US <Equity>) entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on a Trade Date of 5 December 2019, as evidenced by a Confirmation dated 5 December 2019, as the same may be amended or amended and restated from time to time (the “Confirmation”). This notice constitutes a Counterparty Election Notice for the purposes of the Confirmation.

Capitalised terms not otherwise defined in this letter shall have the same meanings given to them in the Confirmation.

[1. End of Initial Hedging Period. Pursuant to the definition of “Initial Hedging Period” appearing in the “Equity Amounts” section of the Confirmation, the Counterparty wishes to end the Initial Hedging Period on the effective date of this Counterparty Election Notice, as determined pursuant to the paragraph “Effective Date of Counterparty Election Notice” appearing in the “Equity Amounts” section of the Confirmation”.]

OR

[1. Amendment of terms. With effect from the date determined pursuant to the paragraph “Effective Date of Counterparty Election Notice” appearing in the “Equity Amounts” section of the Confirmation, the following amendment[s] shall be made to the terms and conditions of the Transaction:

2.  Representations, Warranties and Undertakings. Paragraph 7, “Additional Representations and Undertakings” of the Confirmation shall apply with respect to this Counterparty Election Notice as if each of such representations, undertakings, warranties and covenants of the Counterparty were set out in full herein and repeated on the date of this Counterparty Election Notice, save that references to the Transaction shall be references to the Transaction as amended by this Counterparty Election Notice.

3.  Governing law and Jurisdiction. The Governing Law and Jurisdiction provisions of the Agreement shall apply in respect of this Counterparty Election Notice.

Yours faithfully, 

________________________

for and on behalf of ENEL S.pA.

¹ Not to exceed the then prevailing Maximum Number of Shares

² Not to exceed [*]%