(a)
original título(s) de acciones (certificates of title) evidencing ownership of Shares, if the títulos of the Shares are held by you, or a certificate from the share department of Enel Américas which is administered by DCV Registros, evidencing that the título(s) are held at the share department of Enel Américas;
(b)
a certificate from the share department of Enel Américas which is administered by DCV Registros, issued no later than 10 days prior to the date of delivery to the U.S. Share Tender Agent evidencing that the share department of Enel Américas is not aware of any encumbrances, prohibitions, liens, litigation, injunctions, conditions precedent or subsequent, preferential rights of third parties, any in rem or personal right in interest of third parties contrary to the Offeror rights and, in general, of any other circumstances which may limit or hinder their free assignment, transfer or domain that affect the Shares (“Encumberance”);
(c)
duly signed traspaso(s) (deed of transfer) indicating the number of Shares to be tendered, with the date of such traspaso(s) in blank;
(d)
in the case the U.S. Holder is an individual, a copy of the U.S. Holder’s passport or other government-issued photo identification card;
(e)
in the case the U.S. Holder is an entity, (1) a secretary’s certificate certifying the name, title and specimen signature of an officer authorized to execute the transfer documents and a copy of the entity’s organizational documents, and (2) a copy of the passport or other government-issued photo identification card of the authorized officer; and
(f)
any other documents requested by the U.S. Share Tender Agent to evidence the authority of the U.S. Holder to tender and sell its Shares; and
iii.
ensure that they are sent so that they arrive or are delivered at the address of the U.S. Share Tender Agent set forth above not later than 5:00 p.m., New York City time, on April 13, 2021, unless the U.S. Offer is extended.
BTG Pactual Chile S.A. Corredores de Bolsa (the “Chilean Tender Agent”) has established an Account with Depósito Central de Valores S.A. (the “DCV”) under number DCV 12026005 (the “DCV Custodial Account”) on behalf of the U.S. Share Tender Agent with respect to the Shares at DCV, for purposes of the U.S. Offer. Shares held in book-entry form may be tendered by sending them to the U.S. Share Tender Agent at its address set forth on the front cover of this Form of Acceptance, a properly completed and duly executed Form of Acceptance, together with the items (b) through (f) above, as applicable, and effecting the book-entry delivery of the Shares to the DCV Custodial Account.
Effects of the Acceptance
Each holder of Shares by whom or on whose behalf this Form of Acceptance is executed irrevocably undertakes, represents and warrants to, and agrees with, Enel (so as to bind the holder and the holder’s personal representatives, heirs, successors and assigns) to the following effect:
(a)
that the execution of a Form of Acceptance shall constitute:
i.
an acceptance of the U.S. Offer in respect of the number of Shares identified in the Form of Acceptance; and
ii.
an undertaking to execute all further documents and give all further assurances which may be required to enable Enel Américas to obtain the full benefit of the U.S. Offer and/or perfect any of the authorities expressed to be given hereunder, on and subject to the terms set out or referred to in the Offer to Purchase and this Form of Acceptance and that, subject only to the rights set out in “Tender Withdrawal Rights,” each such acceptance shall be irrevocable;
(b)
that the Shares in respect to which the U.S. Offer is accepted or deemed to be accepted are fully paid and non-assessable, sold free from all Encumbrances and together with all rights now or hereafter attaching thereto, including voting rights and the right to all dividends, other distributions and interest payments hereafter declared, made or paid;