N.V. Nuon Energy informs its shareholders on its Annual General Meeting of Shareholders to be held on 12 May 2016.

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1 N.V. Nuon Energy informs its shareholders on its Annual General Meeting of Shareholders to be held on 12 May Agenda 1. Review of the year Financial statements for the financial year Proposal to adopt the financial statements for the financial year 2015 () 2.2 Explanation of the dividend policy 2.3 Proposal to determine the dividend over the financial year 2015 () 3. Dividend policy per 1 January Nuon Energy Public Assurances Foundation (NEPAF) year review Appointment external auditor 2016 () 6. Discharge from liability 6.1 Proposal to discharge the members of the Management Board from liability () 6.2 Proposal to discharge the members of the Supervisory Board from liability () 7. Any other business

2 Explanatory notes to the agenda of the Annual General Meeting of Shareholders of 12 May 2016 ITEM 1 - Review of the year 2015 The Management Board proposes to the shareholder to review the year 2015 based on the annual report Questions can be addressed to the Management Board. ITEM 2 - Financial statements for the financial year It is proposed to the General Meeting of Shareholders to adopt Nuon Energy s financial statements for the financial year 2015 (Annex I). 2.2 The dividend policy of N.V. Nuon Energy is explained in attached memorandum (Annex II). The dividend policy is part of the Shareholders agreement dated 1 July To the class A shareholders a dividend shall be distributed on the class A shares, the percentage of which, to be computed on the computation basis as set out below, shall be two per cent (2%). The basis for the computation of the dividend on the class A shares amounts to seventy-two point one zero four two six two six euro (EUR ) per class A share. This fixed dividend is a preferred dividend. In the event that the result of N.V. Nuon Energy in any given year is insufficient to pay out the fixed dividend, the deficit shall be distributed to the debit of the following financial years. The remaining profit shall be put at the disposal of the General Meeting of Shareholders provided that no further dividend shall be distributed on the class A shares. Distribution of profits shall be made after adoption of the financial statements if permissible under the law given the contents of the financial statements. On 1 July 2015, the class A shareholders received a total dividend payment of 62 mln consisting of: 2% preferred dividend for the full year 2014 amounting to 41 mln 2% preferred dividend for the first half year of 2015 amounting to 21 mln With this dividend payment and full ownership by Vattenfall AB after 1 July 2015, there are no further payments due to the former class A Shareholders /5

3 In accordance with N.V. Nuon Energy s Articles of Association the Management Board, after consultation with the Supervisory Board, proposes to: Distribute a dividend of 85 mln to class B shareholders (Vattenfall AB); and Appropriate the net profit of 44 mln to the other reserves The calculations underlying the proposed dividend distribution are attached in Annex II. 3/5

4 ITEM 3- Dividend policy per 1 January 2016 The Articles of Association of N.V. Nuon Energy state that dividends shall be distributed with due observation of the dividend policy and that the dividend policy shall be discussed with the General Meeting of Shareholders. This proposal is put forward as Nuon Energy s present dividend policy does no longer fit the governance situation with a sole shareholder, furthermore the definition of net profit, the basis for dividend distribution has been adjusted. The dividend policy is approved by the Management Board on 26 January 2016 and on 5 February 2016 by the Supervisory Board. The following dividend policy is proposed per 1 January 2016: 1. The basis for dividend distribution shall be the net profit, adjusted for significant non-cash fair value movements on financial instruments; 2. The remaining profit after taking into account the adjustments/pay out in point 1 above - is available for distribution to the Shareholder (Vattenfall AB), but this is subject to: - A gearing ratio (Interest Bearing Debt/(Interest Bearing Debt + Total Equity) of no more than 50%. This ratio is based on the guidance of S&P and Moody s as the maximum for investment grade companies. - Fulfillment of financial restrictions in Nuon Energy s financial documentation (i.e. covenants) - Sufficient sustainable cash position over the next 12 months as proven by the long term cash forecast of Nuon Energy. - Adequate liquidity lines available to Nuon Energy. ITEM 4 - Nuon Energy Public Assurances Foundation (NEPAF) year review 2015 The Shareholder is provided with a memorandum on the activities in 2015 that relate to the Public Assurances. A cover letter from the board of the Nuon Energy Public Assurances Foundation was presented to the Shareholder and former Nuon Shareholders (Annex III). ITEM 5 - Appointment external auditor 2016 The Management Board proposes, with the approval of the Supervisory Board of N.V. Nuon Energy, to appoint Ernst & Young as external accountant for N.V. Nuon Energy to audit the financial statements for the year /5

5 ITEM 6 - Discharge from liability 6.1 In accordance with clause 37 of the Articles of Association of N.V. Nuon Energy the General Meeting of Shareholders is requested to discharge the members of the Management Board from all liabilities in relation to the exercise of their duties in the financial year 2015, to the extent that such exercise is apparent from the financial statements 2015 or has been otherwise disclosed to the General Meeting of Shareholders prior to the approval of the financial statements It is proposed to discharge the following persons from liability: Peter Smink Martijn Hagens 6.2 In accordance with clause 37 of the Articles of Association of N.V. Nuon Energy the General Meeting of Shareholders is requested to discharge the members of the Supervisory Board from all liabilities in relation to the exercise of their duties in the financial year 2015, to the extent that such exercise is apparent from the financial statements 2015 or has been otherwise disclosed to the General Meeting of Shareholders prior to the approval of the financial statements It is proposed to discharge the following persons from liability: Magnus Hall Anne Gynnerstedt Jan Haars 5/5

3. Nuon Energy Public Assurances Foundation (NEPAF) year review 2014

3. Nuon Energy Public Assurances Foundation (NEPAF) year review 2014 N.V. Nuon Energy invites its shareholders to its Annual General Meeting of Shareholders to be held at Nuon Energy s headquarter, room Van der Waals, Hoekenrode 8 in Amsterdam on Monday 18 May 2015. The