(Cash Offer) By. Düsseldorf, Germany. to the shareholders of. innogy SE. Essen, Germany. to acquire all no-par-value bearer shares.

Transcription

1 Please note that this translation of the German offer document is for convenience purposes only. It does not constitute an offer in itself, nor does it give rise to any claims and entitlements. Only the German original of the offer document is legally valid and binding. E.ON Verwaltungs SE assumes no responsibility for misunderstandings or misinterpretations that may arise from this translation or any mistakes or inaccuracies contained herein. In cases of doubt, only the German original shall form the basis for interpretation. Mandatory publication pursuant to sections 34, 14 paras. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz WpÜG) Shareholders of innogy SE, in particular those that have their place of residence, seat (Sitz) or place of habitual abode outside the Federal Republic of Germany should pay particular attention to the information contained in Section 1 ( General information and notes for shareholders ) and Section 6.10 ( Possible parallel and post acquisitions ) of this Offer Document. OFFER DOCUMENT Voluntary Public Takeover Offer (Cash Offer) By E.ON Verwaltungs SE Düsseldorf, Germany to the shareholders of innogy SE to acquire all no-par-value bearer shares of innogy SE for cash consideration of EUR per share of innogy SE In addition, the shareholders of innogy SE shall participate in the dividends for the financial year ended on 31 December 2017 ( 2017 Financial Year ) and the financial year ending on 31 December 2018 ( 2018 Financial Year ) of innogy SE. The Bidder expects dividends for both financial years taken together to amount to EUR 3.24 in total per no-par-value share of innogy SE. If the completion of the Takeover Offer occurs prior to the day on which innogy SE s general meeting resolves on the appropriation of profits for the 2018 Financial Year, the cash consideration will be increased by EUR 1.64 per no-par-value share of innogy SE. Acceptance Period: 27 April to 6 July 2018, hrs (local time in Frankfurt am Main, Germany) Shares of innogy SE: Tendered Shares of innogy SE: ISIN DE000A2AADD2 ISIN DE000A2LQ2L3

2 Table of contents 1 General information and notes for shareholders Implementation of the Takeover Offer pursuant to the German Securities Acquisition and Takeover Act Special information for innogy Shareholders whose place of residence, seat or habitual abode is in the United States Publication of the decision to make the Takeover Offer Publication and dissemination of the Offer Document Acceptance of the Takeover Offer outside the Federal Republic of Germany Information regarding statements contained in the Offer Document General Status and source of information on the innogy Group Forward-looking statements, intentions of the Bidder and E.ON No updates Summary of the Takeover Offer Takeover Offer Offer Consideration and Total Offer Value Further possible increase in the Offer Consideration Acceptance Period Duration of the Acceptance Period Extension of the Acceptance Period Additional Acceptance Period Description of the Bidder and the E.ON Group Legal basis and capital structure of the Bidder Shareholder structure of the Bidder Legal basis of E.ON Overview of the business activities of the E.ON Group E.ON s management Persons acting jointly with the Bidder innogy Shares currently held by the Bidder or persons acting jointly with the Bidder and their Subsidiaries, attribution of voting rights Share Purchase and Transaction Agreement as well as further purchase agreements Information on securities transactions Possible parallel and post acquisitions Description of innogy SE and the innogy Group Overview Share capital Shareholders Overview of the innogy Group s business activities and business development innogy SE s bodies Persons acting jointly with innogy SE Background to the Takeover Offer i

3 8.1 Economic and strategic background to the Takeover Offer Strategy and objectives Synergies Imminent acquisition of control by the E.ON Acquirers Intentions of the E.ON Acquirers Future business activities, future use of assets and future obligations of innogy SE Seat of innogy SE, site of material parts of the business Management and supervisory boards of innogy SE Employees, terms and conditions of employment and employee representation Possible structural measures Future business activities of the Bidder and the E.ON Group Explanations on the appropriatness of the Offer Consideration Minimum consideration Offer Consideration Appropriateness of the Offer Consideration from an economic point of view No compensation for loss of certain rights Acceptance and settlement of the Takeover Offer Central Settlement Agent Acceptance of the Takeover Offer and re-booking Further declarations by the innogy Shareholders accepting the Takeover Offer Legal consequences of acceptance Acceptance of the Takeover Offer during the Additional Acceptance Period Settlement of the Takeover Offer and receipt of the Offer Consideration Costs and expenses Stock exchange trading in Tendered innogy Shares Note to holders of American Depositary Receipts Lapse in case of non-fulfilment of Completion Conditions Official approvals and procedures Merger control clearances Further regulatory procedures Permission to publish this Offer Document Prerequisites for the completion of the Takeover Offer Completion Conditions Waiver of Completion Conditions Non-fulfilment of Completion Conditions Publication of the fulfilment or non-fulfilment of the Completion Conditions Financing of the Takeover Offer; cash confirmation Maximum Consideration Amount Qualified Non-Tender Agreement and Securities Account Blockage Agreement Financing measures Cash confirmation ii

4 15 Expected effects of the completion of the Takeover Offer on the net assets, financial position and results of operations of the Bidder and of E.ON as the ultimate holding company of the E.ON Group Initial situation and assumptions Methodology and reservations Expected effects on the Bidder s individual financial statements Expected effects on E.ON s consolidated financial statements Rights of withdrawal Prerequisites Exercise of the right of withdrawal Information for innogy Shareholders not accepting the Takeover Offer Possible further reduction of the free float and liquidity of innogy Shares Possible segment change or delisting Qualified majority of the Bidder at innogy SE s general meeting Domination and profit and loss transfer agreement Squeeze-out Shareholding in a new company Sell-out right Management board and supervisory board of innogy SE Cash payments and valuable benefits for members of innogy SE s management board or innogy SE s supervisory board Reasoned statement Advising banks and Central Settlement Agent Taxes Results of the Takeover Offer and other publications Governing law and place of jurisdiction Declaration of assumption of responsibility Annexes Annex 1 Annex 2a Annex 2b Annex 3 Persons acting jointly with the Bidder (Subsidiaries of E.ON) Persons acting jointly with innogy SE (Subsidiaries of innogy SE) Persons acting jointly with innogy SE (companies affiliated with innogy SE which are not its Subsidiaries) Cash confirmation of BNP Paribas S.A, Niederlassung Deutschland iii

5 1 General information and notes for shareholders 1.1 Implementation of the Takeover Offer pursuant to the German Securities Acquisition and Takeover Act This offer document (the Offer Document ) contains the voluntary public takeover offer (the Takeover Offer ) by E.ON Verwaltungs SE, a European Company (Societas Europaea SE) incorporated and existing under the laws of the Federal Republic of Germany ( Germany ) and the European Union, registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Düsseldorf under HRB and having its business address at Brüsseler Platz 1, (the Bidder ), to the shareholders of innogy SE, registered in the commercial register of the Local Court of Essen under HRB and having its business address at Opernplatz 1, Essen, Germany ( innogy SE and, together with its Subsidiaries, the innogy Group ; the shareholders of innogy SE are referred to as innogy Shareholders ). The Takeover Offer is a voluntary public takeover offer to acquire securities pursuant to the German Securities Acquisition and Takeover Act (the German Takeover Act ) in conjunction with the Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and to Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots WpÜG-Angebotsverordnung, the German Takeover Offer Regulation ). The Takeover Offer is exclusively implemented in accordance with German law and certain applicable provisions of the securities laws of the United States of America (the United States ). The publication of this Offer Document has been exclusively approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin ). No registrations, approvals or authorisations have been applied for or granted in respect of this Offer Document and/or the Takeover Offer outside the Federal Republic of Germany. As a result, innogy Shareholders should not rely upon the applicability of foreign laws for investor protection. In this Offer Document, the no-par-value bearer shares of innogy SE, each representing a pro-rata amount of innogy SE s share capital of EUR 2.00 per share (International Securities Identification Number ( ISIN ) DE000A2AADD2), and in each case together with all ancillary rights associated with these shares at the time of the settlement of the Takeover Offer, are referred to as innogy Share(s). 1.2 Special information for innogy Shareholders whose place of residence, seat or habitual abode is in the United States In the United States, the Takeover Offer is implemented on the basis of, and in compliance with, applicable provisions of Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended. The Takeover Offer refers to shares of a German company and is subject to the legal provisions of the Federal Republic of Germany regarding the implementation and disclosure requirements for such an offer. These provisions differ substantially from the corresponding legal provisions of the United States. For example, certain financial information in this Offer Document has been determined in accordance with the International Financial Reporting 1

6 Standards ( IFRS ) as adopted by the European Union and may therefore not be comparable to financial information on companies in the United States and other companies whose financial information is determined in accordance with the Generally Accepted Accounting Principles of the United States. Furthermore, the settlement of the Takeover Offer will comply with the relevant German rules, which differ from the settlement procedure customary in the United States, particularly with regard to the payment date of the consideration. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved this Takeover Offer or commented on the appropriateness or completeness of this Offer Document or any other documents related to the Takeover Offer. It may be difficult for innogy Shareholders whose place of residence, seat or place of habitual abode is in the United States ( U.S. Shareholders ) to enforce their rights and claims under the securities laws of the United States because both the Bidder and innogy SE have their seat outside the United States and all board members of innogy SE are resident outside the United States. U.S. Shareholders may not be able to sue a company that has its seat outside the United States or sue its board members before a court outside or in the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company that has its seat outside the United States. 1.3 Publication of the decision to make the Takeover Offer On 12 March 2018, the Bidder published its decision to make the Takeover Offer in accordance with section 10 para. 1 sentence 1 of the German Takeover Act. The publication is available on the internet at Publication and dissemination of the Offer Document BaFin reviewed the German language Offer Document under German law and permitted the publication of this Offer Document on 26 April On 27 April 2018, the Bidder will publish this Offer Document by way of announcement on the internet at and by holding copies of the Offer Document for distribution free of charge in Germany at BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, D Frankfurt am Main (requests by fax to or by to frankfurt.gct.operations@bnpparibas.com) ( Central Settlement Agent ). The announcement regarding (i) the availability of copies of this Offer Document for distribution free of charge in Germany and (ii) the internet address at which the publication of this Offer Document occurs, will be published in the German Federal Gazette (Bundesanzeiger) on 27 April In addition, a non-binding English translation of the Offer Document, which has not been reviewed by BaFin, will be published at the aforementioned internet address on 27 April In Canada, a notice regarding the availability of the Offer Document will be published in English and French language in The Globe and Mail. Beyond the aforementioned publications, no further publications of the Offer Document are planned. The publication, dispatch, distribution or dissemination of the Offer Document or any other documents related to the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada may result in the application of the laws of jurisdictions other than those of the Federal Republic of Germany, the European Economic Area, the United States and Canada and may be subject to restrictions in such other jurisdictions. 2

7 The Offer Document as well as any other documents related to the Takeover Offer, notwithstanding their publication on the internet as required under German law, are not designated for publication, dispatch, distribution or dissemination in jurisdictions other than the Federal Republic of Germany, the European Economic Area, the United States and Canada. Neither the Bidder nor the persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act (cf. Section 6.6) have authorised any third party to publish, dispatch, distribute or disseminate the Offer Document or any other documents related to the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada. Neither the Bidder nor the persons acting jointly with the Bidder are obliged to procure, or assume any liability for, the publication, dispatch, distribution or dissemination of the Offer Document as well as any other documents related to the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada being in conformity with the applicable laws of the relevant jurisdictions. The Bidder will make the Offer Document available upon request to the competent Custodian Banks (cf. Section 11.2) for distribution to innogy Shareholders residing in the Federal Republic of Germany, the European Economic Area, the United States or Canada only. Beyond this, the Custodian Banks may not distribute, spread or disseminate the Offer Document to innogy Shareholders outside the Federal Republic of Germany, the European Economic Area, the United States or Canada unless this is in compliance with all applicable legal provisions. 1.5 Acceptance of the Takeover Offer outside the Federal Republic of Germany The Takeover Offer can be accepted by all domestic and foreign innogy Shareholders in accordance with the terms and provisions set out in this Offer Document and the respective applicable legal provisions. However, the Bidder points out that the acceptance of the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada may be subject to legal restrictions. innogy Shareholders that come into possession of this Offer Document outside the Federal Republic of Germany, the European Economic Area, the United States and Canada, that wish to accept the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada and/or that are subject to legal provisions other than the legal provisions of the Federal Republic of Germany, the European Economic Area, the United States or Canada are advised to inform themselves of the relevant applicable legal provisions and to comply with them. The Bidder assumes no responsibility for the acceptance of the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada being permissible. 2 Information regarding statements contained in the Offer Document 2.1 General References to time in this Offer Document are references to local time in Frankfurt am Main, Germany. To the extent that expressions such as currently, at the present time, at the moment, now, at present or today are used in this Offer Document, they refer to the date of publication of this Offer Document. All statements are based on the information available to the Bidder at the time when this Offer Document is published, unless any other date is specified. Consequently, to the extent that the information relates to circumstances 3

8 that are not in the sphere of influence of the Bidder, the persons acting jointly with the Bidder or their respective Subsidiaries, changes may nonetheless have occurred in the period from the date on which this Offer Document was published by the Bidder which have not been reflected in in this Offer Document. References in this Offer Document to a Banking Day relate to a day on which the banks in Frankfurt am Main, Germany, are open for general business. References in this Offer Document to a Trading Day or Stock Exchange Trading Day relate to a day on which the stock exchanges in Frankfurt am Main, Germany, are open for trading. References to EUR, Euro or relate to the legal currency of Germany and some other Member States of the European Union with effect from 1 January TEUR relates to a thousand Euro. References to Subsidiaries relate to Subsidiaries within the meaning of section 2 para. 6 of the German Takeover Act. The Bidder has not authorised any third parties to make statements about the Takeover Offer or this Offer Document. If any third parties still make such statements without being authorised to do so, these will neither be attributable to the Bidder, nor to any persons acting jointly with the Bidder. 2.2 Status and source of information on the innogy Group The information on the innogy Group contained in this Offer Document is based on publicly available sources of information, in particular press reports, information published on the internet at the financial reports of innogy SE, its statutes, as well as information sourced from the commercial register. In particular, this Offer Document was prepared based on innogy SE s consolidated annual financial statements as at 31 December The Bidder has not separately verified whether the publicly available information was accurate. The Bidder cannot rule out that the information set out in this Offer Document regarding innogy Group has changed since its publication. 2.3 Forward-looking statements, intentions of the Bidder and E.ON This Offer Document and the documents referred to in it contain certain forward-looking statements. Such statements are, in particular, indicated by terms such as expects, believes, is of the opinion, attempts, estimates, intends, plans, assumes and endeavours. Such statements express intentions, views or current expectations of the Bidder with regard to possible future events. Statements, views, intentions and other forwardlooking statements are based on certain information available to the Bidder and E.ON SE, a European Company (Societas Europaea SE) established under the laws of the Federal Republic of Germany and the European Union, having its seat in Essen, registered in the commercial register of the Local Court of Essen under HRB 28196, ( E.ON ) on the date of publication of this Offer Document, and on certain assumptions, intentions and assessments made by the Bidder and by E.ON at that time. They are subject to risks and uncertainties because they relate to events, and depend on circumstances, that may or may not occur in the future. The Bidder expressly points out that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that, in particular, the actual results of operations, financial condition and liquidity, and the development of the industries in which E.ON, its Subsidiaries (collectively with E.ON, the E.ON Group ) and the innogy Group operate may differ materially from those made in or suggested by the forward-looking statements contained in this Offer Document. The 4

9 intentions set out in Section 9 refer exclusively to the concrete intentions at the time of the publication of the publication of the Offer Document to be set out in this Offer Document. 2.4 No updates The Bidder will update this Offer Document (also with regard to any change in the Bidder s intentions) only to the extent it is required to do so under the German Takeover Act. 3 Summary of the Takeover Offer The following summary contains an overview of selected information set out in this Offer Document. It is supplemented by, and should be read in conjunction with, the information and statements set out elsewhere in the Offer Document. Therefore, this summary does not contain all information that may be relevant for innogy Shareholders. For this reason, innogy Shareholders should carefully read the entire Offer Document including its annexes. Bidder: Target: Subject matter of the Takeover Offer: Subject matter of the transaction: Offer Consideration: E.ON Verwaltungs SE Brüsseler Platz 1, Essen innogy SE Opernplatz 1, Essen Acquisition of all no-par-value bearer shares of innogy SE (ISIN DE000A2AADD2), each representing a pro-rata amount of the share capital of EUR 2.00 per share and in each case with all ancillary rights associated with these shares at the time of the settlement of the Takeover Offer (in particular the respective dividend entitlement). This Takeover Offer is one of several transactions further described in Section 6.8, in which RWE Aktiengesellschaft, Essen, and RWE Downstream Beteiligungs GmbH, Essen, respectively, inter alia, undertook to sell 426,624,685 innogy Shares held by RWE Downstream Beteiligungs GmbH (corresponding to a stake of approx % of the innogy Shares) to the Bidder and E.ON, respectively. EUR per innogy Share. In addition, the innogy Shareholders shall participate in the dividends for the 2017 Financial Year and the 2018 Financial Year of innogy SE in accordance with Section 4.1. The Bidder expects dividends for both financial years taken together to amount to EUR 3.24 in total per innogy Share. The innogy Shareholders participate in the dividend payable for the 2017 Financial Year in the amount of EUR 1.60 per innogy Share, which the innogy SE s general meeting has resolved on 24 April 2018 and which will be distributed by innogy SE to all innogy Shareholders on 27 April If the completion of the Takeover Offer occurs prior to the day on which innogy SE s general meeting resolves on the appropriation of profits for the 2018 Financial Year, the Offer Consideration of EUR will be increased by EUR 1.64 per innogy Share. If the completion of the Takeover Offer occurs after the day on which innogy SE s general meeting resolves on the appropriation of profits for the 2018 Financial Year, the innogy Shareholders receive the dividend declared for the 2018 Financial Year from innogy SE. In this event, should the dividend for the 2018 Financial Year be less than EUR 1.64 per innogy Share, the Bidder will compensate for the difference to the amount of EUR 1.64 in respect of each 5

10 innogy Share that was tendered into the Takeover Offer by increasing the Offer Consideration accordingly. In addition, a further increase in the Offer Consideration may occur under certain prerequisites in accordance with Section 4.2. Completion Conditions: This Takeover Offer and the agreements which come into existence as a result of its acceptance will only be completed if the Completion Conditions set out in Section 13.1 have been fulfilled or previously validly waived by the Bidder. The Completion Conditions can be summarized as follows: According to the more detailed specifications of Section (i), by 31 December 2019, the European Commission has, or in case of referral to national antitrust authorities, they have, approved the acquisition of innogy Shares by E.ON or such acquisition is deemed to have been approved. By 31 December 2019, the waiting periods pursuant to the Hart-Scott- Rodino Antitrust Improvements Act have expired or been terminated. According to the more detailed specifications of Section (iii), by 31 December 2019, the British Competition and Markets Authority ( CMA ), after declaring that it has jurisdiction following the departure of the United Kingdom from the European Union, has approved the acquisition of innogy Shares by E.ON or such acquisition is deemed to have been approved. According to the more detailed specifications of Section (iv) and (v), by 31 December 2019, the Federal Cartel Office and CMA, respectively, have cleared the acquisition of the minority shareholding in E.ON by RWE Aktiengesellschaft and RWE Aktiengesellschaft s right to nominate a member of E.ON s supervisory board or such acquisition and right are deemed to have been approved. According to the more detailed specifications of Section (by the time of the expiry of the Acceptance Period in case of Section (i) or by the time of the fulfilment of the otherwise last unfulfilled Completion Condition in case of Section (ii) and (iii)), no injunction or court decision has been issued which prohibits the completion of the Takeover Offer and the transfer of the Sold innogy Shares (as defined in Section 6.8.1), respectively, or renders it unlawful. According to the more detailed specifications of Section and Section , by the time of the expiry of the Acceptance Period, innogy SE has neither become subject to insolvency proceedings, nor has any material adverse change with respect to the EBITDA of the grid & infrastructure and retail business areas of innogy SE occurred. According to the more detailed specifications of Section , by the time of the expiry of the Acceptance Period, no capital or similar measures have been carried out by innogy SE. According to the more detailed specifications of Section , by the time of the expiry of the Acceptance Period, no material assets of the grid & infrastructure and retail business areas of innogy SE have been sold. Acceptance Period: 27 April 2018 to 6 July 2018, hrs (local time in Frankfurt am Main, Germany) 6

11 Additional Acceptance Period: Acceptance: Settlement of the Takeover Offer and payment of the Offer Consideration: Costs of accpetance: Provided that the Acceptance Period (as defined in Section 5.1) is not extended and provided that no definite failure to fulfil any of the Completion Conditions set out in Section 13.1 has occurred by the time of the end of the Acceptance Period, the Additional Acceptance Period (as defined in Section 5.3) is expected to begin on 12 July 2018 and to expire on 25 July 2018, hrs (local time in Frankfurt am Main). The Declaration of Acceptance (as defined in Section 11.2) must be submitted in text form (Textform) by the relevant innogy Shareholder to the Custodian Bank (as defined in Section 11.2) during the Acceptance Period and the Additional Acceptance Period, respectively. Until settlement of the Takeover Offer in accordance with this Offer Document, the innogy Shares for which the Declaration of Acceptance has become effective remain in the accepting shareholder s securities account; they are, however, each re-booked under a different ISIN and are identified as Tendered innogy Shares. The Declaration of Acceptance will only become effective, as described in detail in Section 11.2 and Section 11.5, upon the innogy Shares for which the Takeover Offer has been accepted being re-booked, in due time, at Clearstream Banking Aktiengesellschaft, Frankfurt am Main, Germany ( Clearstream ) into ISIN DE000A2LQ2L3 (Tendered innogy Shares). In the context of the settlement of the Takeover Offer, the payment of the Offer Consideration (as defined in Section 4.1) for the Tendered innogy Shares will be made to the account of the relevant Custodian Bank with Clearstream simultaneously with (Zug um Zug gegen) the transfer of the Tendered innogy Shares to the Bidder. The payment of the Offer Consideration will be made without undue delay following the expiry of the Additional Acceptance Period, however, payment will be made no later than eight Banking Days following publication of the results of the Takeover Offer pursuant to section 23 para. 1 sentence 1 no. 3 of the German Takeover Act if all Completion Conditions have been fulfilled on or before the expiry of the Additional Acceptance Period or have been previously validly waived by the Bidder. If the Completion Conditions set out in Section as well as (ii) and (iii) have neither been fulfilled on the date the Additional Acceptance Period expires nor been previously validly waived by the Bidder, the settlement of the Takeover Offer and the payment of the Offer Consideration will be made without undue delay, but in no event later than eight Banking Days, after the publication by the Bidder of the fulfilment of all Completion Conditions in accordance with Section (to the extent these have not been previously validly waived). In the event of the latest possible fulfilment of the Completion Conditions, i.e. on 31 December 2019, the settlement of the Takeover Offer and the payment of the Offer Consideration for the Tendered innogy Shares can be delayed until 13 January The acceptance of the Takeover Offer is, in accordance with Section 11.7, free of costs and expenses for the accepting innogy Shareholders holding their innogy Shares in collective safe custody with a Custodian Bank in Germany, provided that such Custodian Bank, in turn, holds these innogy Shares in a securities account it maintains with Clearstream. However, the costs for submitting the Declaration of Acceptance to the Custodian Bank will not be reimbursed. Any costs charged by other Custodian Banks or intermediate custodians outside Germany will be borne by each accepting innogy Shareholder. In addition, any taxes levied in connection with the conclusion of the purchase agreement or the 7

12 transfer of the Tendered innogy Shares, against payment of the Offer Consideration, will be paid by the accepting innogy Shareholder. ISIN: innogy Shares: ISIN DE000A2AADD2 Tendered innogy Shares: ISIN DE000A2LQ2L3 Stock exchange trading: Right of withdrawal: Qualified non-tender agreement / securities account blockage agreement: Publications: The Tendered innogy Shares can be traded, in accordance with the more detailed provisions of Section 11.8, under ISIN DE000A2LQ2L3 on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange. Trading in the Tendered innogy Shares is expected to start on the third Trading Day after the commencement of the Acceptance Period. There is no guarantee that such trading will in fact take place after the commencement of the Acceptance Period. Trading is expected to end no later than after regular stock exchange trading hours on the day on which the fulfilment of all Completion Conditions (to the extent these have not been previously validly waived) is published (cf. Section 11.8). In the event that trading in a sufficiently liquid market is in accordance with Section 16.1(iii) not deemed to be guaranteed, innogy Shareholders may, at any time from one year after the publication pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act until the fulfilment of the last unfulfilled Completion Condition and in accordance with Section 16.2, withdraw from the agreements formed as a result of the acceptance of the Takeover Offer. With respect to the Takeover Offer, the Bidder entered into a qualified non-tender agreement and a securities account blockage agreement with RWE Downstream Beteiligungs GmbH regarding the 426,624,685 innogy Shares (corresponding to a stake of approx % of the innogy Shares) held by the latter on 4 April 2018; these agreements are described in more detail in Section The Offer Document, the publication of which has been approved by BaFin on 26 April 2018, will be published on 27 April 2018 (i) by way of announcement on the internet (together with a non-binding English translation) at and (ii) by holding copies of the Offer Document for distribution free of charge in Germany at BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, D Frankfurt am Main (requests by fax to or by to frankfurt.gct.operations@bnpparibas.com). The announcement regarding (i) the availability of copies of this Offer Document for distribution free of charge in Germany and (ii) the internet address at which this Offer Document will be published, will be published in the German Federal Gazette on 27 April In Canada, a notice regarding the availability of the Offer Document will be published in English and French language in The Globe and Mail. All notifications and announcements required pursuant to the German Takeover Act will also be published on the internet at and in the German Federal Gazette. 4 Takeover Offer 4.1 Offer Consideration and Total Offer Value The Bidder hereby offers to all innogy Shareholders to acquire all no-par-value bearer shares of innogy SE (ISIN DE000A2AADD2), each representing a pro-rata amount of innogy SE s share capital of EUR 2.00 per share, and in each case together with all ancillary 8

13 rights associated with these shares at the time of the settlement of the Takeover Offer (in particular the dividend entitlement), at a purchase price (the Offer Consideration ) of EUR per innogy Share in accordance with the provisions of this Offer Document. Furthermore, it is the Bidder s intention that innogy Shareholders participate in both the dividend for the 2017 Financial Year and the dividend for the 2018 Financial Year, irrespective of whether the Takeover Offer is completed before or after the date on which innogy SE s annual general meeting resolves on the appropriation of profits for the 2018 Financial Year ( innogy 2019 General Meeting ). The Bidder expects dividends payable for the 2017 Financial Year and the 2018 Financial Year taken together will amount to a total of EUR 3.24 per innogy Share. innogy Shareholders participate in the dividend payable for the 2017 Financial Year in the amount of EUR 1.60 per innogy Share, which the innogy SE s general meeting has resolved on 24 April 2018 and which will be distributed by innogy SE to all innogy Shareholders on 27 April If the Takeover Offer is completed prior to the innogy 2019 General Meeting, innogy Shareholders will receive, in exchange for each Tendered innogy Share, an increase in consideration by EUR If the Takeover Offer is completed after the date of the innogy 2019 General Meeting, innogy Shareholders will receive the dividend declared per innogy Share for the 2018 Financial Year from innogy SE. In this event, should the dividend payable for the 2018 Financial Year be less than EUR 1.64 per innogy Share, the Bidder will compensate the difference to the amount of EUR 1.64 in respect of each innogy Share that was tendered into the Takeover Offer by increasing the Offer Consideration accordingly. If the consideration per innogy Share will be increased accordingly, pursuant to this Section 4.1, this amount is deemed to be the Offer Consideration for the purposes of this Offer Document. In conclusion, each innogy Shareholder that accepted the Takeover Offer, thus, will receive in connection with the sale of a Tendered innogy Share at the time of the publication of the Offer Document a total value of (the Total Offer Value ). EUR per innogy Share The Offer Consideration per innogy Share will apply to all innogy Shares, including all ancillary rights associated with these shares (in particular the dividend entitlement), at the time of the settlement of the Takeover Offer. At the time of the publication of the decision to make this Takeover Offer on 12 March 2018, this Total Offer Value amounted based on the dividend for the 2017 Financial Year in the amount of EUR 1.60 per innogy Share at that time not yet resolved, but by now obtained by the innogy Shareholders to EUR 40 per innogy Share. The Bidder will make sure that this Takeover Offer is not completed on the date of a general meeting of innogy SE. 9

14 American Depositary Receipts ( ADRs ) may not be tendered into the Takeover Offer. Holders of ADRs may accept the Takeover Offer only after exchange of their ADRs into innogy Shares (for further details, cf. Section 11.9). 4.2 Further possible increase in the Offer Consideration (i) The Bidder undertakes to increase the Offer Consideration to be paid, or paid, in exchange for each Tendered innogy Share under the Takeover Offer by the same amount by which the purchase price paid to RWE Aktiengesellschaft in exchange for each innogy Share is increased as further described in Section as a result of the Default Interest agreed in the Share Purchase and Transaction Agreement (as defined in Section 6.7) or the E.ON Compensation Payment agreed in the Share Purchase and Transaction Agreement (as defined in Section 6.8.7(ii)) falling due, in such a way that it exceeds the Offer Consideration to be paid, or paid, under this Takeover Offer. The Bidder will publish any increase in the Offer Consideration pursuant to this Section 4.2(i) without undue delay (unverzüglich) in the German Federal Gazette and under with reference to the Takeover Offer. (ii) The Bidder undertakes, beyond the statutory post acquisition period (Nacherwerbsfrist) pursuant to section 31 para. 5 of the German Takeover Act, in the event that the Bidder, persons acting jointly with the Bidder or their Subsidiaries until 31 December 2019 acquire innogy Shares outside the stock exchange and the value of the consideration granted or agreed for those exceeds the Offer Consideration (for instance, through the completion of the E.ON Capital Increase, cf. hereto Section 6.8.3), to pay a cash consideration to the innogy Shareholders who have accepted the Takeover Offer in the amount equal to the difference in accordance to the statutory provisions of section 31 para. 5 of the German Takeover Act (the Extended Post Acqusition Period ). In respect to the Extended Post Acqusition Period, section 31 para. 5 sentence 2 and para. 6 of the German Takeover Act apply accordingly. The Bidder will publish any post acquistions (Nacherwerbe) outside the stock exchange occurring during the Extended Post Acquisiton Period without undue delay in the German Federal Gazette and under with reference to the Takeover Offer. Compliance with the corresponding publication requirement will be monitored by the notary Dr Armin Hauschild, having his official seat in Düsseldorf, vis-à-vis whom the Bidder and E.ON have undertaken to provide information without reservation. 10

15 5 Acceptance Period 5.1 Duration of the Acceptance Period The period for accepting the Takeover Offer will begin upon publication of this Offer Document on 27 April It will end on: 6 July 2018, hrs (local time in Frankfurt am Main, Germany). The period for accepting the Takeover Offer, including any extension of such period in accordance with Section 5.2 (if any) (excluding, however, the Additional Acceptance Period set out in Section 5.3) will be referred to in this Offer Document as the Acceptance Period. 5.2 Extension of the Acceptance Period In the circumstances set out below, the Acceptance Period for the Takeover Offer will in each case be extended automatically as follows: The Bidder may amend the Takeover Offer in accordance with section 21 of the German Takeover Act during the period ending one working day before the expiry of the Acceptance Period. In the event the Takeover Offer is amended pursuant to section 21 of the German Takeover Act within the last two weeks before the expiry of the Acceptance Period, the Acceptance Period will be extended by two weeks (section 21 para. 5 of the German Takeover Act) and, consequently, is expected to end on 20 July 2018, hrs (local time in Frankfurt am Main, Germany). This will also apply if the amended Takeover Offer violates statutory provisions. If, during the Acceptance Period of this Takeover Offer, a third party makes a competing offer for the innogy Shares ( Competing Offer ), and if the Acceptance Period of this Takeover Offer expires prior to the expiry of the Acceptance Period of the Competing Offer, the Acceptance Period for this Takeover Offer is to be extended until the expiry of the acceptance period for the Competing Offer (section 22 para. 2 of the German Takeover Act). This will also apply if the Competing Offer is amended or prohibited or violates statutory provisions. If a general meeting of innogy SE is convened in connection with the Takeover Offer, the Acceptance Period will not be extended, as its duration is ten weeks already. With regard to the right of withdrawal (Rücktrittsrecht) in the event that an amendment is made to the Takeover Offer, or a Competing Offer is submitted, reference is made to the description contained in Section Additional Acceptance Period innogy Shareholders that did not accept the Takeover Offer within the Acceptance Period may still accept the Takeover Offer within two weeks after the publication of the Takeover Offer s result by the Bidder pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act (the Additional Acceptance Period ), provided that no definite failure to fulfil any of the Completion Conditions set out in Section 13.1 has occurred by the end of the Acceptance Period and the Bidder has not validly waived this Completion Condition previously. In case a definite failure to fulfil any of the Completion Conditions set out in Section 13.1 has occurred, the Takeover Offer as well as the agreements brought about as a result of the Takeover Offer s acceptance will not be completed and will lapse (cf. Section 13.3). 11

16 The results of this Takeover Offer are expected to be published pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act within three Banking Days after the expiry of the Acceptance Period, i.e. the expected date of publication is 11 July 2018 (subject to any extension of the Acceptance Period as described in Section 5.2). As a result, the Additional Acceptance Period is expected to commence on 12 July 2018 and to end on 25 July 2018, hrs (local time in Frankfurt am Main, Germany). The Takeover Offer may no longer be accepted after the expiry of the Additional Acceptance Period (for information on any sell-out right (Andienungsrecht) of innogy Shareholders (if any), see Section 17.7). 6 Description of the Bidder and the E.ON Group 6.1 Legal basis and capital structure of the Bidder The Bidder is a European Company (Societas Europaea SE) incorporated under the laws of the Federal Republic of Germany and the European Union on 16 October 2014, having its seat in Düsseldorf and registered in the commercial register of the Local Court of Düsseldorf under HRB The Bidder s business address is at Brüsseler Platz 1, The Bidder s issued and paid in share capital amounts to EUR 120,000. The Bidder s business purpose is the management of its own assets. The Bidder s current financial year started on 1 March 2018 and will end on 31 December 2018 (short financial year). From 1 January 2019, the financial year will be the calendar year. The Bidder s bodies are the administrative board, the managing directors and the general meeting. The Bidder s managing directors at the time of publication of the Offer Document are Mr Martin Höhler and Dr Christoph Radke. The members of the Bidder s administrative board at the time of publication of the Offer Document are Mr Alan Bevan, Dr Marc Spieker (chairman), Dr Verena Volpert and Dr Guntram Würzberg. The Bidder does not currently hold any shares in other undertakings and has no employees. 6.2 Shareholder structure of the Bidder The Bidder is a wholly owned Subsidiary of E.ON Zweiundzwanzigste Verwaltungs GmbH, having its seat in Düsseldorf and registered in the commercial register of the Local Court of Düsseldorf under HRB All shares in E.ON Zweiundzwanzigste Verwaltungs GmbH are held by E.ON. There are domination and profit and loss transfer agreements in place between E.ON as dominating company and E.ON Zweiundzwanzigste Verwaltungs GmbH as dominated company as well as between E.ON Zweiundzwanzigste Verwaltungs GmbH as dominating company and the Bidder as dominated company. 6.3 Legal basis of E.ON E.ON is the German holding company of an internationally operating energy supply company, publicly listed, which is predominantly active in the fields of energy networks, customer solutions and renewables. The share capital of E.ON amounts to EUR 2,201,099,000 and is divided into 2,201,099,000 no-par-value registered shares (the E.ON Shares ). The capital increase based on authorised capital which had, in principle, been resolved on at the time of publication of the Offer Document, but had not yet become effective, is described in Section The E.ON Shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) and the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. The E.ON 12

17 Shares are included in the DAX index. At the time of publication of this Offer Document, E.ON holds 33,949,567 treasury shares, the rest of the shares being in free float. 6.4 Overview of the business activities of the E.ON Group The E.ON Group is a private energy supply company with approx. 43,000 employees, which is managed by the group s management in Essen. The E.ON Group is divided into three operating business areas: energy networks, customer solutions and renewables. In addition, the non-strategic German nuclear energy activities are bundled as a non-core business area at the operating unit PreussenElektra GmbH, registered in the commercial register of the Local Court of Hanover under HRB Energy networks and customer solutions The E.ON Group operates electricity and gas grids in the markets of Germany, Sweden, Central and Eastern Europe and Turkey. The activities in this business area comprise, in particular, the safe operation of the electricity and gas grids, the performance of all required repair and maintenance work, and the extension of the electricity and gas grid, also in connection with customer connections as well as the further development of grids for the decentralised and digitalised energy world. In the customer solutions business area, the E.ON Group bundles the supply of electricity, gas and heat to its customers in Europe and the supply of products and services to increase, for instance, energy efficiency and energy autarchy Renewables In the renewables business area, the E.ON Group bundles its onshore wind and solar activities (including all wind and solar farms built onshore) and its offshore wind and other activities (including all offshore wind farms). The E.ON Group intends to transfer the renewables business area, with the exception of the onshore wind and solar activities in Germany (with a total generation capacity of 139 MW) and in Poland (with a total generation capacity of 12 MW) held by E.DIS AG, having its seat in Fürstenwalde/Spree and registered in the commercial register of the Local Court of Frankfurt an der Oder under HRB 7488FF, and of a stake of 20% (of overall 50.1%) in the Rampion Offshore Wind Farm in Great Britain (the renewables business area excluding the aforementioned exceptions, the E.ON Renewables Business ), to RWE Aktiengesellschaft, having its seat in Essen and registered in the commercial register of the Local Court of Essen under HRB ( RWE ) or a Subsidiary of RWE (for details on the planned transfer of the E.ON Renewables Business to RWE, cf. Section 6.8.4(i) below) Non-core business area German nuclear energy The non-strategic activities of the E.ON Group in the field of German nuclear power plants, which are managed by the operating unit PreussenElektra GmbH, as well as the shareholding of 46.65% in Uniper SE are bundled in the non-core business area. With regard to the 46.65% shareholding in Uniper SE, E.ON Beteiligungen GmbH accepted the public takeover offer made by Fortum Deutschland SE to the shareholders of Uniper SE. At the time of publication of this Offer Document, the takeover offer of Fortum Deutschland SE has not yet been completed. The E.ON Group intends to transfer its minority stakes in the nuclear power plants Lippe-Ems and Gundremmingen and further assets serving the purpose of operating 13

18 6.5 E.ON s management and decommissioning these power plants including the related asset retirement obligations as well as similar obligations (the E.ON Stakes in Nuclear Power Plants ) to RWE or a Subsidiary of RWE (for details on the planned transfer of the E.ON Stakes in Nuclear Power Plants to RWE, cf. Section 6.8.4(i) below). The management board of E.ON consists of the following four members: Dr Johannes Teyssen, chairman of the management board Dr Leonhard Birnbaum, chief operating officer networks & renewables Dr Marc Spieker, chief financial officer Dr Karsten Wildberger, chief operating officer commercial 6.6 Persons acting jointly with the Bidder At the time of publication of this Offer Document, E.ON and E.ON Zweiundzwanzigste Verwaltungs GmbH control the Bidder (the Bidder, together with E.ON and E.ON Zweiundzwanzigste Verwaltungs GmbH, the E.ON Acquirers ) and are therefore deemed persons acting jointly with the Bidder pursuant to section 2 para. 5 sentence 1 of the German Takeover Act. Furthermore, at the time of publication of this Offer Document, the Subsidiaries of E.ON set out in Annex 1 to this Offer Document are deemed persons acting jointly with the Bidder and with each other pursuant to section 2 para. 5 sentence 3 in conjunction with sentence 1 of the German Takeover Act. With the exception of the aforementioned persons, there are no other persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act at the time of publication of this Offer Document. 6.7 innogy Shares currently held by the Bidder or persons acting jointly with the Bidder and their Subsidiaries, attribution of voting rights At the time of publication of this Offer Document, neither the Bidder nor any persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act or their Subsidiaries directly hold any innogy Shares, nor are any voting rights attached to innogy Shares attributable to them pursuant to section 30 of the German Takeover Act. On 12 March 2018, RWE Downstream Beteiligungs GmbH, having its seat in Essen and registered in the commercial register of the Local Court of Essen under HRB ( RWE DB ), which at the time of publication of this Offer Document holds 426,624,685 innogy Shares, RWE, E.ON and the Bidder concluded a share purchase and transaction agreement (the Share Purchase and Transaction Agreement ) in which they agreed, among other things, that the innogy Shares held by RWE DB will be sold to the Bidder subject to various conditions precedent (cf. Section 6.8.1). The Bidder, E.ON Zweiundzwanzigste Verwaltungs GmbH and E.ON disclosed their transfer claim arising from the Share Purchase and Transaction Agreement as a right arising from directly and indirectly held financial instruments or other instruments in relation to the 426,624,685 innogy Shares pursuant to section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG) ( German Securities Trading Act ); this equals approx % of the issued shares and voting rights of innogy SE. 14

19 Furthermore, at the time of publication of this Offer Document, neither the Bidder nor the persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act or their Subsidiaries indirectly or directly hold any voting shares in relation to innogy SE to be disclosed pursuant to section 38 or section 39 of the German Securities Trading Act. 6.8 Share Purchase and Transaction Agreement as well as further purchase agreements This Takeover Offer is one of several transactions, which were agreed between E.ON and RWE on 12 March 2018, and which include an extensive exchange of assets and business segments between the two companies and which consist of the single steps set out in the following Sections to (the Takeover Offer, together with the further transactions set out in Sections to 6.8.7, the Overall Transaction ) Share Purchase and Transaction Agreement and transfer of the stake of approx % in innogy SE from RWE to the Bidder and E.ON, respectively In the course of the overall transaction, the Bidder, E.ON, RWE and RWE DB have agreed in the Share Purchase and Transaction Agreement dated 12 March 2018 inter alia, that all of the 426,624,685 innogy Shares held by RWE DB at the time of publication of the Offer Document (corresponding to a stake of approx %) (the Sold innogy Shares ), will be sold to the Bidder and E.ON, respectively (the Share Purchase ). These Sold innogy Shares also include those innogy Shares, which, in the course of the E.ON Capital Increase (as defined in Section 6.8.3), are contributed by RWE DB into E.ON as a non-cash contribution (cf. hereto Section 6.8.3). The agreed purchase price is EUR per innogy Share and thus EUR 15,682,723, in total. RWE DB shall furthermore participate, as set out with regard to the innogy Shareholders in Section 4.1, in the dividends for the 2017 and 2018 Financial Years, which are valued with a maximum total of EUR 3.24 per Sold innogy Share. The purchase price of this uniform transaction is partly payable in the form of new shares of E.ON to be issued ( Share Component of the Purchase Price ) (cf. hereto under Section 6.8.3) and partly payable in cash ( Cash Component of the Purchase Price ) (cf. hereto Section 6.9.1), with a deferment of payment of the Cash Component of the Purchase Price being granted and the Cash Component of the Purchase Price being offset against the purchase prices to be paid by RWE (or a Subsidiary) to E.ON (or a Subsidiary) for the transfer of assets and business segments (cf. Section 6.8.4). As collateral for this deferred purchase price it has been agreed, that RWE, after the closing date of the Share Purchase ( Closing Date ) gains a pledge (Pfandrecht) in the amount of the respective deferred purchase price on the innogy Shares transferred from RWE to E.ON and the Bidder, respectively. The Share Purchase is subject to essentially the same completion conditions as the Takeover Offer, so that a parallel completion shall be ensured Sale and transfer of the intragroup loans between majority shareholder and target Under the Share Purchase and Transaction Agreement, it is further agreed that the Bidder acquires the receivables under the two existing intragroup loans between RWE as lender and innogy SE as borrower at the nominal value on the Closing Date (plus interest which the majority shareholder has not received by then) (the Purchase Price of the Intragroup Loans ). 15

20 6.8.3 Non-cash capital increase of E.ON in exchange for the contribution of innogy Shares The Share Component of the Purchase Price will be created by means of a capital increase using the authorised capital of E.ON, excluding the shareholders subscription rights. Pursuant to the Share Purchase and Transaction Agreement, RWE DB is obligated to contribute 100,714,051 innogy Shares to E.ON by way of a non-cash contribution to E.ON for the purpose of implementing a capital increase by EUR 440,219,800 from EUR 2,201,099,000 to EUR 2,641,318,800 by issuing 440,219,800 new shares in E.ON, corresponding to approx % of E.ON s share capital ( E.ON Capital Increase ). Only RWE DB is authorised to subscribe for and assume the E.ON Shares to be newly issued, which carry a dividend right only from E.ON s financial year beginning on 1 January 2019 and therefore unlike the currently issued and exchange-traded E.ON Shares carry no dividend right for the 2017 Financial Year and the 2018 Financial Year of E.ON. The capital increase and its implementation have not yet been filed for registration in the commercial register. This will be done following the fulfilment of certain conditions precedent, such as, for example, the antitrust clearances required for the Share Purchase and the E.ON Capital Increase. The capital increase and the issue of the new shares will only become effective upon the implementation of the capital increase and its registration in the commercial register of E.ON. For the purpose of implementing this non-cash capital increase, authorised capital will be used in accordance with sections 202 et seq. of the German Stock Corporation Act (Aktiengesetz AktG) ( German Stock Corporation Act ). Pursuant to article 3 para. 5 of E.ON s statutes, E.ON s management board is authorised, subject to the approval of the supervisory board, to increase the company s share capital by up to EUR 460,000,000 until 9 May 2022 by issuing new no-par-value registered shares in exchange for cash or non-cash contributions. In addition, the management board is authorised to exclude, subject to the approval of the supervisory board, the shareholders subscription right when issuing shares in exchange for non-cash contributions, provided that the shares issued in exchange for non-cash contributions under the authorisation with the subscription right being excluded do not account for more than 20% of the company s share capital. By a resolution that became effective on 12 March 2018, E.ON s management board and supervisory board resolved to use, while excluding the shareholders subscription rights, the authorised capital in the amount of EUR 440,219,800 for the purpose of implementing the non-cash capital increase in exchange for the contribution of 100,714,051 innogy Shares by RWE DB. For each E.ON Share to be newly created, within the framework of the Share Purchase and Transaction Agreement, a reference value of EUR 8.41 was taken as a basis by E.ON and RWE. On the basis of a conversion ratio of 440,219,800 E.ON Shares to be newly issued against contribution of 100,714,051 innogy Shares, this, in turn, equals consideration in the amount of EUR per Sold innogy Share and a total value of EUR 3,702,248,518. Through an expert opinion of Ebner Stolz & GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart (auditing and accounting firm) ( Ebner Stolz ) on the basis of the Principles for the Performance of Business Valuations (IDW S1), it was confirmed that the value of E.ON Shares to be newly issued does not exceed the amount of EUR 8.41 at the time of the conclusion of the Share Purchase and Transaction Agreement (cf. in detail Section 6.9.2). 16

21 It is intended that the E.ON Capital Increase takes effect in a direct temporal context to the completion of this Takeover Offer. For a more detailed arrangement of the future stake of RWE and RWE DB, respectively, in E.ON, E.ON and RWE have concluded a so-called investor/relationship agreement. According to this agreement, RWE will hold its stake in E.ON as a pure financial investment. After the completion of the E.ON Capital Increase, RWE will furthermore have the right to propose one member of the supervisory board of E.ON, who is to be elected by the shareholders. E.ON will to the extent legally permitted make sure, that the candidate proposed by RWE will be proposed for election to the general meeting of E.ON or appointed by court. The investor/relationship agreement is supposed to come into effect after the completion of the E.ON Capital Increase Sale and transfer of assets to RWE (i) Sale and transfer of the E.ON Transfer Assets to RWE The Bidder, E.ON, RWE and RWE DB have agreed that E.ON will sell and transfer the E.ON Stakes in Nuclear Power Plants (as defined in Section 6.4.3) and the E.ON Renewables Business (as defined in Section 6.4.2) (together the E.ON Transfer Assets ) against payment of a purchase price to RWE or a Subsidiary of RWE. The transfers are supposed to be completed as fast as possible after the completion of the Share Purchase and are also conditional upon such Share Purchase. Provided that the fulfilment of further conditions is necessary for the transfer of the E.ON Transfer Assets, the completion could also potentially occur later. The transfer of the E.ON Stakes in Nuclear Power Plants shall be completed in a temporal connection with the completion of the Takeover Offer and the Share Purchase. The transfer of the E.ON Renewables Business will be completed at the time of the completion of the Takeover Offer and the Share Purchase at the earliest, but possibly significantly later. The exact time of the completion of the transfer of the aforementioned assets in particular depends on the fulfilment of the respective completion conditions, in particular antitrust clearances, and the implementation of the necessary preparations for the transfer. (ii) Sale and transfer of the innogy Transfer Business to RWE The Bidder, E.ON, RWE and RWE DB have agreed upon the future sale of (i) the renewables business area of innogy SE, (ii) innogy SE s German and Czech gas storage business and (iii) the direct and indirect shareholding of innogy SE in KELAG-Kärntner Elektrizitäts-Aktiengesellschaft ((i) to (iii) together the innogy Transfer Business ) from innogy SE to RWE against payment of a purchase price. The renewables business area of innogy SE does not include the projects which are held by the (acquired) regional utilities and municipal utilities, in which innogy SE holds an interest. The transfer of the innogy Transfer Business will be completed at the time of the completion of the Takeover Offer and the Share Purchase at the earliest, 17

22 but possibly significantly later. The exact time of the completion of the transfer of the aforementioned assets in particular depends on the fulfilment of the respective completion conditions, in particular antitrust clearances, the implementation of the necessary preparations for the transfer and on the implementation of restructuring measures (as described under Section 9.5), if necessary. (iii) Purchase Prices for the transfer of the E.ON Transfer Assets and the innogy Transfer Business The purchase prices of these transactions of the E.ON Transfer Business and the innogy Transfer Business were negotiated between the parties of the Share Purchase and Transaction Agreement and amout to a total of EUR 13,480,474,903 (subject to market standard adjustments on the closing date). E.ON has commissioned an independent auditing firm (Wirtschaftsprüfungsgesellschaft) to execute an appraisal of the E.ON Transfer Assets and the innogy Transfer Business on the basis of the Principles for the Performance of Business Valuations (IDW S1 in the version of 2008) in the version of 2 April 2008 of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e.v. (IDW)). Based on the expert opinions prepared by the independent auditing firm, it was confirmed that the purchase prices exceed the company values determined in accordance with IDW S1 in the version of Purchase and sell options (i) (ii) In the context of the Overall Transaction, RWE undertook to offer innogy SE the acquisition of innogy SE s joint venture stake in innogy Grid Holding, a.s., Czech Republic. In the event of the acquisition of such stake by RWE, RWE and E.ON agreed that RWE will have an option to sell such stake to E.ON and that E.ON will have a corresponding option to purchase such stake. In the event that antitrust concerns occur with regard to certain activities of innogy SE in the United Kingdom against the Share Purchase, the E.ON Capital Increase and/or the Takeover Offer, the parties intend to agree that the Bidder, inter alia, will get a sales option to sell the business of the innogy Group in the United Kingdom to RWE at arm s length, which can be exercised by the Bidder under certain conditions Cash payment from RWE to E.ON On the Closing Date, RWE will pay an amount of EUR 1.5 billion to the Bidder and E.ON Possible increase in the purchase price under the Share Purchase and Transaction Agreement (i) Under the Share Purchase and Transaction Agreement, E.ON undertook to pay default interest at a rate equivalent to the general statutory default interest rate set forth in section 288 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch BGB) ( German Civil Code ), i.e. at a rate of five percentage points above the base interest rate ( Default Interest ) in the event of a default in the payment of (i) the Cash Component of the 18

23 Purchase Price or (ii) the Purchase Price of the Intragroup Loans in accordance with the Share Purchase and Transaction Agreement. (ii) E.ON and RWE expect that E.ON will resolve on a dividend for the 2017 Financial Year that will be payable in 2018 (the 2018 E.ON Dividend ) in the amount of EUR 0.30 per E.ON Share (the Expected 2018 E.ON Dividend ) and a dividend for the 2018 Financial Year that will be payable in 2019 (the 2019 E.ON Dividend ) in the amount of EUR 0.43 per E.ON Share (the Expected 2019 E.ON Dividend ). If (i) the 2018 E.ON Dividend exceeds the Expected 2018 E.ON Dividend and/or (ii) the 2019 E.ON Dividend exceeds the Expected 2019 E.ON Dividend, E.ON will be obligated under the Share Purchase and Transaction Agreement to pay compensation to RWE (the E.ON Compensation Payment ). The amount of the E.ON Compensation Payment will be determined on the basis of the amount by which the 2018 E.ON Dividend exceeds the Expected 2018 E.ON Dividend and/or the amount by which the 2019 E.ON Dividend exceeds the Expected 2019 E.ON Dividend, multiplied by the number of shares of the Share Component of the Purchase Price, i.e. 440,219,800 E.ON Shares. 6.9 Information on securities transactions As described in Sections and above, E.ON, the Bidder, RWE and RWE DB agreed under the Share Purchase and Transaction Agreement to the acquisition of the Sold innogy Shares in exchange for payment of the Cash Component of the Purchase Price and the Share Component of the Purchase Price. The acquisition of the Sold innogy Shares under the Share Purchase and Transaction Agreement is an acquisition prior to the takeover offer period (Vorerwerb) within the meaning of section 4 of the German Takeover Offer Regulation (in conjunction with section 31 para. 7 of the German Takeover Act) Cash Component of the Purchase Price The agreed purchase price for the (after the deduction of the innogy Shares to be contributed in the course of the E.ON Capital Increase) remaining innogy Shares amounts to a total of EUR 11,980,474, and, thus, to EUR per innogy Share (cf. Section 6.8.1) Share Component of the Purchase Price With regard to each E.ON Share to be newly issued, a reference value of EUR 8.41 was taken as a basis. Based on an exchange ratio of 440,219,800 E.ON Shares to be newly issued in exchange for 100,714,051 innogy Shares, this, in turn, equals a consideration in the amount of EUR per Sold innogy Share (cf. Section 6.8.3). For the reasons set out below, this reference value of EUR 8.41 was, in fact, not exceeded, so that, as a result, RWE will not receive more than EUR per Sold innogy Share, even in respect of the Share Component of the Purchase Price. E.ON s resolution on a capital increase dated 12 March 2018 regarding the issue of 440,219,800 new shares of E.ON specifies in relation to such shares structure that these will only carry dividend rights starting with the financial year beginning on 1 January 2019 (the 2019 Financial Year ) of E.ON (cf. Section 6.8.3). Unlike the currently issued and exchange-traded E.ON Shares, they thus do not carry dividend rights for the 2017 Financial Year and 2018 Financial Year. Given this different structure of the new E.ON Shares, the valuation of the new E.ON Shares as at 19

24 12 March 2018 cannot be based on the stock exchange price of the existing E.ON Shares without reservations. Against this backdrop, E.ON and RWE commissioned Ebner Stolz to perform a valuation in relation to the new E.ON Shares on the basis of the Principles for the Performance of Business Valuations (IDW S1 in the version of 2008) of the Institute of Public Auditors in Germany (IDW) in the version of 2 April Ebner Stolz performed the valuation as an independent expert acting on its own responsibility. The valuation was performed by Ebner Stolz based on publicly available information and can be summarised as follows: According to IDW S1 in the version of 2008, no. 7, it is possible to calculate a company s equity value as its present value of future profits (Zukunftserfolgswert) by using the capitalised earnings method (Ertragswertverfahren) or the discounted cash flow method. If the same valuation assumptions are taken into account, especially with regard to financing, the same equity values will be determined by using either method (cf. IDW S1 in the version of 2008, no. 101). According to the concept of directly valuing the equity value (equity method), the market value of equity is calculated by discounting cash flows to equity at the cost of equity. This concept is also referred to internationally as the dividend discounting model. On the basis of the expected dividends, especially based on the dividend proposal of E.ON for the 2017 Financial Year as well as the analysts estimates for the financial years 2018 to 2020, available as of 12 March 2018, the cost of equity and an overall growth rate determined by Ebner Stolz in an expert opinion, a first step of the valuation method applied yielded a rough estimate of the value of the new E.ON Share as at 12 March 2018 without taking into account the lack of dividend entitlement for the 2017 and 2018 Financial Years. Taking into account the lack of dividend entitlement, a second step yields a value per new E.ON Share reduced by the difference in the form of a reduction in the present value which is significantly lower than the contractually agreed reference value of EUR 8.41 per new E.ON Share. Furthermore, in order to check the valuation for plausibility, Ebner Stolz calculated the present value of the dividends reduced due to the lack of dividend entitlement for the 2017 and 2018 Financial Years on the basis of a cost of equity rate that is compliant with the principle of equivalent risks and maturities. Deducting this amount from the value of a hypothetical new E.ON Share including a dividend entitlement for the 2017 and 2018 Financial Years, determined in accordance with the preceding paragraph, results in a value of the new E.ON Share that is lower than EUR The valuation carried out by Ebner Stolz of the E.ON Shares to be newly issued reaches the conclusion that, in any case, it does not exceed the amount of EUR 8.41 per share as at the date of the agreement (12 March 2018). On the basis of this valuation, it is clear that no consideration for the Sold innogy Shares has been agreed under the Share Purchase and Transaction Agreement which exceeds an amount of EUR per Sold innogy Share. 20

25 The valuation of Ebner Stolz is not a recommendation for the shareholders with regard to their decision making about the voluntary public Takeover Offer. As set out in Section 6.8.3, it is intended that the E.ON Capital Increase takes effect in a direct temporal context to the completion of this Takeover Offer. If necessary, a new appraisal of the E.ON Capital Increase and publication pursuant to Section 4.2(ii) will be made at this point in time Beyond the agreements on the acquisition of the Sold innogy Shares described above, neither the Bidder nor persons acting jointly with the Bidder nor their Subsidiaries have, in the period between the date six months before the publication of the decision to make the Takeover Offer and 27 April 2018, acquired innogy Shares or entered into agreements on the basis of which the transfer of ownership of innogy Shares can be demanded Possible parallel and post acquisitions To the extent permissible by law, the Bidder reserves the right to directly or indirectly acquire additional innogy Shares outside the Takeover Offer on or off the stock exchange. To the extent necessary under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction, information about these acquisitions or corresponding acquisition agreements will be published in accordance with applicable legal provisions, in particular section 23 para. 2 of the German Takeover Act in conjunction with section 14 para. 3 sentence 1 of the German Takeover Act, on the internet at and in the German Federal Gazette. Relevant acquisitions and acquisition agreements within the Extended Post Acqusition Period will be published in accordance with Section 4.2(ii). 7 Description of innogy SE and the innogy Group 7.1 Overview innogy SE is a European Company (Societas Europaea SE) incorporated under the laws of the Federal Republic of Germany and the European Union, which has its seat in Essen, Germany. It is registered in the commercial register of the Local Court of Essen under HRB innogy SE s corporate purpose is to manage a group of entities in Germany and abroad which operate in the following business areas which include, but are not limited to: electricity and heat generation, mainly from renewable energies, including the establishment, operation and sale of energy plants in this area, procurement and distribution, as well as supply and trading of electricity, establishment, operation and use of transmission and storage systems, mainly electricity transmission and storage systems, supply of water and treatment of waste water, provision of services in the aforementioned areas, including energy efficiency services. 21

26 innogy SE may conduct all business activities related to, or suitable for serving, directly or indirectly, the corporate purpose. It may also operate in the aforementioned business areas itself. innogy SE may also establish, acquire, or participate in, any other entities, especially entities the corporate purpose of which includes all or part of the aforementioned business areas. It may combine entities in which it participates under its uniform management, or limit itself to managing its participation. It may outsource, or transfer, all or part of its operations to affiliates. innogy SE has been established for an indefinite period. innogy SE s financial year is the calendar year. 7.2 Share capital On the date of publication of this Offer Document, innogy SE s share capital amounts to EUR 1,111,110,000 and is divided into 555,555,000 no-par-value bearer shares. There are no other classes of shares apart from ordinary shares. innogy Shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange and its sub-segment with additional obligations arising from admission (Prime Standard) and are traded on the regulated unofficial market (Freiverkehr) of the stock exchanges in Stuttgart, Berlin, Düsseldorf, Hamburg, Hanover and Munich. innogy Shares are included in the MDAX index. Article 4 para. 4 of innogy SE s statutes contains the following provision on authorised capital: The management board, subject to the supervisory board s consent, is authorised to increase the company s share capital by an amount of up to EUR 333,333,000 by issuing up to 166,666,500 no-par-value bearer shares against cash- and/or non-cash contributions in the period until 29 August 2021 (authorised capital). This authorisation may be exercised in full or in part, once or several times. Shareholders generally have a subscription right. In the case of capital increases against cash contributions, shares may also be acquired by credit institutions or companies within the meaning of section 186 para. 5 sentence 1 of the German Stock Corporation Act, subject to the obligation that they will be offered to the shareholders for subscription. However, the management board, subject to the supervisory board s consent, is authorised to exclude shareholders subscription right in the following cases: in order to avoid fractional amounts; in the case of capital increases against non-cash contributions for the purpose of effecting business combinations or acquiring entities, parts of entities, businesses or participations in entities, if the pro-rata amount attributable to the total of new shares in respect of which the subscription right is excluded does not exceed 20% of the share capital either at the time when this authorisation becomes effective or at the time when this authorisation is exercised; to the extent that this is required in order to grant to those which are entitled to option or conversion rights, or subject to option or conversion obligations, a subscription right that allows them to subscribe for the number of shares to which they would be entitled if they had exercised their option or conversion rights, or fulfilled their option or conversion obligations, as shareholders; 22

27 in the case of capital increases against cash contributions, if the pro-rata amount attributable to the total of new shares in respect of which the subscription right is excluded does not exceed 10% of the share capital either at the time when this authorisation becomes effective or at the time when this authorisation is exercised, and provided that the new shares issue price is not significantly lower than the stock exchange price of the shares already listed to which the same rights are attached at the time when the issue price is finally determined. The pro-rata amount of the share capital (i) attributable to shares of the company sold as treasury shares during the term of the authorised capital under exclusion of the shareholders subscription rights in analogous application of section 186 para. 3 sentence 4 of the German Stock Corporation Act and (ii) attributable to shares of the company issued, or to be issued, from conditional capital during the term of the authorised capital, in order to service bonds with conversion or option rights, which, in turn, were issued under exclusion of the subscription right pursuant to section 186 para. 3 sentence 4 of the German Stock Corporation Act during the term of the authorised capital until the date on which the latter was exercised, under exclusion of the subscription right pursuant to section 186 para. 3 sentence 4 of the German Stock Corporation Act, will count towards this limit of 10% of the share capital. Article 4 para. 5 of innogy SE s statutes contains the following provision on conditional capital: The share capital is conditionally increased by an amount of up to EUR 111,111,000 which is divided into 55,555,500 no-par-value bearer shares (conditional capital). This conditional capital increase will only be implemented to the extent that the holders of option or conversion rights, or those obliged to exercise their option or implement the conversion in relation to options or convertible bonds issued against a cash contribution, which are issued or guaranteed by the company, or a subordinated group company, in the period until 29 August 2021 in accordance with the management board s authorisation resolved by the general meeting on 30 August 2016, exercise their option or conversion rights or, in cases where they are obliged to implement the conversion, fulfil their obligation to do so or, in cases where the company exercises an option to grant shares of the company rather than to pay, in full or in part, the cash amount due, unless (in either case) cash settlement is granted or treasury shares, or shares in another listed company, are used to service such obligation. The new shares will be issued at the option or conversion price to be determined in accordance with the terms of the aforementioned authorising resolution. The new shares will participate in profits from the beginning of the financial year in which they are issued. To the extent legally permissible, the management board, subject to the supervisory board s consent, may determine that new shares participate in profits, by way of derogation from section 60 para. 2 of the German Stock Corporation Act, also in respect of a financial year that has already ended. The management board, subject to the supervisory board s consent, is authorised to determine further details of the implementation of the conditional capital increase. To the Bidder s knowledge, innogy SE has not issued any bonds with conversion or option rights, or any bonds that establish conversion or option obligations, respectively, on the date of publication of this Offer Document. 7.3 Shareholders Approx % of the innogy Shares are held by RWE DB. According to the most recently published voting rights announcement of BlackRock, Inc. dated 20 March 2018 concerning 23

28 the crossing of the 3% voting rights threshold, BlackRock, Inc. holds approx. 2.8% of the innogy Shares. According to the publicly accessible information available to the Bidder, most of the other innogy Shares issued are held by institutional investors on the date of publication of this Offer Document. As at 31 December 2017, innogy SE declared that it does not hold any treasury shares. 7.4 Overview of the innogy Group s business activities and business development The innogy Group is an energy group operating at the European level. As part of an extensive restructuring of the group, the RWE Group s renewables, grid and retail business segments were bundled in innogy SE and trading in innogy Shares on the Frankfurt Stock Exchange commenced in October innogy SE operates in the renewables, grid & infrastructure and retail business segments. innogy SE s core region is Europe In addition to electricity production from renewable energy sources, the renewables business segment includes the construction of renewable energy plants and project development. The focus of business activities is on onshore and offshore wind energy. The most important energy production sites are located in Germany, Great Britain, Spain, the Netherlands, Poland and Italy The grid & infrastructure business segment includes the distribution of electricity and gas, the activities of fully consolidated regional utilities, the gas storage business and the business related to the extension of broadband access. Furthermore, innogy SE holds some minority stakes in this business segment, for example in German municipal utilities and in the Austrian energy supplier KELAG. Based on the volume distributed, innogy Group is the largest operator of electricity distribution grids in Germany and a leading operator of gas distribution grids in the Czech Republic The retail business segment includes the sale of electricity and gas, the provision of energy solutions tailored to customers needs and activities related to electromobility. The innogy Group has around 140,000 major customers and is currently supplying a total of about 16 million electricity customers and 7 million gas customers in Europe. In the area of electromobility, the innogy Group offers various products to both retail and business customers, as well as to municipal utilities. 7.5 innogy SE s bodies innogy SE s management board comprises the following individuals: Uwe Tigges, chief executive officer Dr Bernhard Günther, chief financial officer Martin Herrmann, management board member responsible for the retail business segment Dr Hans Bünting, management board member responsible for the renewables business segment Hildegard Müller, management board member responsible for the grid & infrastructure business segment Arno Hahn, management board member responsible for human resources (as from 1 May 2018) 24

29 7.5.2 Currently, innogy SE s supervisory board comprises the following 20 members: Dr Erhard Schipporeit, chairman of the supervisory board Frank Bsirske*, deputy chairman Ulrich Grillo, Michael Kleinemeier, Martina Koederitz, Dr Markus Krebber, Monika Krebber* Robert Leyland*, Meike Neuhaus*, Dr Ralf Pohlig, René Pöhls*, Gabriele Sassenberg*, Dr Dieter Steinkamp, Markus Sterzl*, Marc Tüngler, Pascal van Rijsewijk*, Šárka Vojíková*, Maria van der Hoeven, Jürgen Wefers*, and Deborah B. Wilkens. The individuals marked with * are employees representatives. 7.6 Persons acting jointly with innogy SE According to the information available to the Bidder on the date of publication of this Offer Document, the entities listed in Annex 2a are Subsidiaries of innogy SE and are thus deemed to be persons acting jointly with each other and acting jointly with innogy SE pursuant to section 2 para. 5 sentences 2 and 3 of the German Takeover Act. Furthermore, RWE DB holds approx % of the innogy Shares at the time of the publication of the Offer Document and is therefore deemed a person acting jointly with innogy SE pursuant to section 2 para. 5 sentences 2 and 3 of the German Takeover Act. The same applies correspondingly as well for RWE as sole shareholder of RWE DB and for the other Subsidiaries of RWE listed in Annex 2b. The Bidder does not have any knowledge of any persons other than these which act jointly with innogy SE pursuant to section 2 para. 5 of the German Takeover Act. 25

30 8 Background to the Takeover Offer 8.1 Economic and strategic background to the Takeover Offer The Takeover Offer is part of an overall transaction between E.ON and RWE. On 12 March 2018, both companies agreed on an extensive exchange of business activities and stakes in the context of which RWE and RWE DB, respectively, will sell its entire stake of approx % in innogy SE to E.ON and the Bidder, respectively. In the course of this Overall Transaction, RWE and RWE DB, respectively, acquire (i) a shareholding of approx % in E.ON in the context of the E.ON Capital Increase, a non-cash capital increase from authorised capital (cf. Section 6.8.3); (ii) the E.ON Stakes in Nuclear Power Plants (as defined in Section 6.4.3), as well as if necessary following the completion of the Takeover Offer (iii) the E.ON Renewables Business (as defined in Section 6.4.2) and (iv) the innogy Transfer Business (as defined in Section 6.8.4(ii)). In addition, it has been agreed that RWE will make a payment in the amount of EUR 1.5 billion to E.ON. Further details on the Overall Transaction are set out in Sections to These transaction steps will result in combining the geographically diversified and complementary energy networks and customer solutions business areas of the E.ON Group and the innogy Group (together the Overall Group ), which will make the E.ON Group s future structure more focused and more efficient. Given its focus on intelligent energy networks and customer solutions, the company, acting as a driver of innovation, is ideally positioned to promote the energy transition in Europe. The Overall Transaction addresses current megatrends in the energy sector and creates a clear and attractive business portfolio. The combination of the E.ON Group s and the innogy Group s businesses in the fields of energy networks and customer solutions will enable them to strengthen their skills, their innovative drive and their offer where they are closest to their customers. The Overall Group will be able to focus even more on the needs of its approx. 50 million European customers 1 today and offer even better intelligent grids and innovative customer solutions. Due to the stronger focus of its business, the Overall Group will be better able to contribute to climate protection and a sustainable energy transition in Europe, for example through the faster and better co-ordinated expansion of infrastructure for electromobility or the extension of intelligent electricity grids in Europe. In strategic terms, the structure of the Overall Group will make it possible to take part in the shaping of future market developments and the energy transition in Europe by working with partners, cities and municipalities to create superior products and services for customers. This role will become considerably more important in the future as intelligent grids and new solutions will grow closer together, due to increasing decentralisation and the growing digitalisation of the future energy world. Some examples of this are electromobility and the decentralised generation and storage in local grid structures. In addition, combining the resources of E.ON Group and innogy Group will make it easier to shoulder the capital expenditures required in the areas of customer solutions and energy networks. Thus, the new business structure will offer the opportunity to address the various challenges and chances of the new energy world, at the centre of which is the customer, with a stronger focus. All this in turn will benefit the shareholders and other stakeholders of E.ON. 1 Including customers in Turkey. 26

31 8.2 Strategy and objectives By means of this Takeover Offer and the implementation of the Overall Transaction, E.ON intends to combine the energy networks and customer solutions business areas of the E.ON Group and the innogy Group. The strategy previously pursued by both groups to focus on the customer both in the field of energy networks and in the field of customer solutions and to maximise the customer s benefit will be further strengthened as a result of the Overall Transaction. A strong European provider of outstanding future-orientated solutions and intelligent energy grids and customer solutions for energy issues will be created. In the future, the Overall Group will serve its present approx. 50 million European customers (this corresponds to an increase of more than 60% compared to today s number of customers of E.ON Group) that will be serviced in a more efficient and digital manner and be provided with intelligent grids and innovative customer solutions. Due to this clear focus on customer solutions and energy networks, as well as the strengthening of these business areas, combined with significant value created through synergies, E.ON expects to make a big leap, both in growth and innovation, which will have a positive impact on all key operating ratios of material importance. This will bring the company closer to achieving its objective to become the competent and reliable partner for energy solutions and, thus, to create value for all stakeholders. There will, in particular, also be an improvement in earnings as a result of higher earnings contributions from regulated business areas. 8.3 Synergies As has already been explained in Section 8.1, the Overall Group s efficiency will, upon implementation of the Overall Transaction, be substantially improved by means of the combination of the energy networks and customer solutions business segments and the administrative and management functions of the E.ON Group and the innogy Group. Against this backdrop, the E.ON Acquirers expect through the integration of the innogy Group following the completion of the Takeover Offer significant synergies amounting to approx. EUR 600 to 800 million annually as of Potential for synergies arises from the reduction of duplicative functions at group level, the planned integration of the IT systems, as well as synergies in the customer solutions and energy networks areas. The E.ON Acquirers currently expect that the combination will result in the reduction of a maximum of 5,000 jobs of the total of considerably over 70,000 jobs that will exist within the Overall Group following the completion of the Overall Transaction. This corresponds to less than 7% of the jobs. At the same time, however, the E.ON Acquirers expect that a high number of new jobs will be created within the group in the next decade (for the effects on employees cf. Section 9.4). As a result of the Overall Transaction, the future company will have the size, and the focus, necessary for innovation and investments, to meet future expectations of customers and, consequently, it contributes to securing future-oriented jobs in the long term. 8.4 Imminent acquisition of control by the E.ON Acquirers If, as a result of the completion of the Share Purchase on the basis of the Share Purchase and Transaction Agreement (cf. Section 6.8), which was concluded subject to conditions that largely coincide with the Completion Conditions of this Takeover Offer, the Bidder acquires control of innogy SE within the meaning of section 29 para. 1 of the German Takeover Act, the E.ON Acquirers will, pursuant to section 35 para. 3 of the German Takeover Act, not be obligated to make a mandatory offer to the innogy Shareholders provided there is as 27

32 intended a close temporal connection between the acquisition of control by them and the Takeover Offer. 9 Intentions of the E.ON Acquirers The E.ON Acquirers (as defined in Section 6.6) point out that the intentions set out in this Section 9 are those of the E.ON Acquirers at the time when this Offer Document is published (cf. Section 2 as well). The E.ON Acquirers intend to acquire control of innogy SE in order to pursue the objectives specified in Section 8. In order to pursue such objectives following the Takeover Offer, the E.ON Acquirers intend to implement structural measures (cf. Section 9.5) depending on the percentage of innogy Shares acquired provided that such structural measures are still deemed to be commercially reasonable at the relevant time and beneficial to the implementation of the objectives in connection with the Overall Transaction. When preparing the conclusion of the Share Purchase and Transaction Agreement, the E.ON Acquirers performed, inter alia a detailed evaluation of the synergy effects which may be achieved by consolidating both the operating activities of the energy networks and customer solutions segments and the administrative and management functions of E.ON and innogy SE (cf. Section 8.3). Following the completion of the Takeover Offer, the E.ON Acquirers intend to perform a comprehensive review of potential synergy effects of the innogy Group and the E.ON Group and to prepare and implement an integration plan containing specific measures. For such purpose, the E.ON Acquirers intend to co-operate constructively with the management bodies of innogy SE. 9.1 Future business activities, future use of assets and future obligations of innogy SE Under the Share Purchase and Transaction Agreement, E.ON undertook to transfer the innogy Transfer Business (as defined in Section 6.8.4(ii)) to RWE following the acquisition of the majority shareholding in innogy SE. The E.ON Acquirers intend to take, after the completion of the Takeover Offer, any measures which may seem suitable, including any possible structural measures specified in Section 9.5 in order to satisfy such contractual obligations. The E.ON Acquirers further intend, as specified in this Section 9, to combine the operating activities of the innogy Group in the energy networks and customer solutions segments or their control functions and the comparable activities or functions of the E.ON Group, and to integrate the administrative and management functions of innogy SE into the corresponding E.ON functions. The E.ON Acquirers have no intentions concerning innogy SE s future obligations beyond the intentions specified above. 9.2 Seat of innogy SE, site of material parts of the business The E.ON Acquirers have no intention to cause innogy SE to relocate or close its seat or the sites of material parts of the business. However, the E.ON Acquirers intend to examine to what extent future consolidations or closures of sites are necessary in connection with the consolidation of innogy SE and E.ON. 9.3 Management and supervisory boards of innogy SE The E.ON Acquirers intend to collaborate with innogy SE s management board in a constructive manner. After the Takeover Offer is completed, the management board of 28

33 innogy SE will, in accordance with the statutory requirements and until the implementation of possible structural measures, continue to manage the company independently and on its own responsibility. As specified in Section 9.5, the E.ON Acquirers intend, however, after the completion of the Takeover Offer, to implement any structural measures which enable the Bidder and indirectly the other E.ON Acquirers to give instructions to the management board with regard to the management of innogy SE, if necessary. In addition, the E.ON Acquirers intend to examine to what extent changes should be sought in the management board s size and/or composition in connection with the eventual integration of innogy SE and E.ON. Furthermore, the E.ON Acquirers intend to be appropriately represented in the supervisory board of innogy SE following the Takeover Offer s completion and the acquisition of the Sold innogy Shares. 9.4 Employees, terms and conditions of employment and employee representation The E.ON Acquirers attach great importance to the abilities and experience of the management and employees of the innogy Group and consider the integration of the innogy Group and the E.ON Group as an opportunity for future growth and further development of the workforce of both companies. The joint workforce of the E.ON Group and the innogy Group is the basis for future success. The E.ON Acquirers intend, in connection with the integration of the innogy Group into the E.ON Group, to reduce the total number of considerably over 70,000 jobs at the Overall Group after the Overall Transaction (following the transfer of the E.ON Renewables Business and the innogy Transfer Business) by a maximum of 5,000 jobs due to the resulting synergies. E.ON has always been able to implement change processes in a socially acceptable manner in close co-operation with its social partners showing a lot of responsibility. The E.ON Acquirers intend to achieve the necessary personnel reduction in connection with the integration of the innogy Group and the E.ON Group by using socially acceptable, voluntary instruments. The E.ON Acquirers intend to examine to what extent, in connection with the consolidation of innogy SE and E.ON, it might be necessary over the long term to align innogy SE s and E.ON s terms and conditions of employment and, in this context, this can also impact the terms and conditions of employment. The E.ON Acquirers will, following the completion of the Takeover Offer, comply with the statutory provisions on the participation of the employees of innogy SE and its direct or indirect Subsidiaries, subject to any rights arising from any domination and/or profit and loss transfer agreements potentially existing or to be entered into in the future. 9.5 Possible structural measures The E.ON Acquirers intend to implement one or more of the structural measures described below as soon as possible after the completion of the Takeover Offer. The purpose is to create the legal prerequisites for integrating the innogy Group into the E.ON Group as far as possible. These structural measures are aimed at enabling the Bidder to exercise as much controlling influence as possible over innogy SE within the limits prescribed by law, and/or 29

34 at completely eliminating any minority shareholding remaining in innogy SE after the completion of the Takeover Offer, if necessary. In the course of potential structural measures implemented after the completion of the Takeover Offer, innogy Shareholders that did not tender their innogy Shares into the Takeover Offer will receive compensation in accordance with the applicable statutory provisions or they will be offered compensation. Based on the legal framework described in further detail in Sections to 9.5.3, which will apply to the structural measures after the completion of the Takeover Offer, such compensation may differ from the Offer Consideration, both in terms of its amount and kind. The intention is to shape the structural measures in such a way that each of the remaining innogy Shareholders to the extent legally permissible will receive maximum compensation in the same amount. Based on the reasons described in more detail below, such compensation may nevertheless differ from the Offer Consideration, both in terms of its amount and in terms of its kind and, in particular, may be less than the Offer Consideration Domination and profit and loss transfer agreement If, after the completion of the Takeover Offer and the acquisition of the Sold innogy Shares, the Bidder and E.ON hold more than 75% of innogy SE s share capital, the E.ON Acquirers intend, provided that this still seems to be economically reasonable at the relevant point in time, to initiate the passing of a resolution on the conclusion of a domination and profit and loss transfer agreement between the Bidder as dominating company and innogy SE as dominated company in accordance with sections 291 et seq. of the German Stock Corporation Act and to pass the corresponding resolutions. If a domination and profit and loss transfer agreement was in place, the Bidder would be able to give binding instructions to innogy SE s management board with regard to the management of innogy SE and would thus exercise control over the management of innogy SE. In addition, innogy SE would be obliged to transfer to the Bidder all annual net profits that would accrue without such transfer of profits, less any losses carried forward and any amounts appropriated to the legal reserves. In return, the Bidder would be obliged to compensate all annual net losses that would be incurred by innogy SE if no domination and profit and loss transfer agreement was in place, provided that such annual net losses have not yet been offset by any withdrawals from other retained earnings formed during the term of the domination and profit and loss transfer agreement. Such a domination and profit and loss transfer agreement would provide, inter alia, for an obligation of the Bidder to (i) offer the outside innogy Shareholders to acquire their innogy Shares for an appropriate cash consideration, and (ii) to pay the remaining outside innogy Shareholders a compensation by way of annually recurring payments. The amounts of cash compensation and recurring compensation would be calculated based on the circumstances existing at the time when innogy SE s general meeting passes the relevant resolution on the domination and profit and loss transfer agreement. The appropriateness of the amount of the cash compensation and recurring compensation per innogy Share can be reviewed in a judicial appraisal procedure (Spruchverfahren). The amount of appropriate annual recurring compensation per innogy Share might be equal to that of dividends distributed by innogy SE its shareholders in the past, but might also be higher or lower. The amount of 30

35 appropriate cash compensation might be equal to that of the Offer Consideration paid in return for the innogy Shares, but might also be higher or lower Squeeze-out If, after the completion of the Takeover Offer and the acquisition of the Sold innogy Shares, the Bidder and E.ON, directly or indirectly, hold a number of innogy Shares which is sufficient for the purpose of demanding a transfer of the minority shareholders innogy Shares to the principal shareholder, in return for the granting of appropriate cash compensation (squeeze-out), the E.ON Acquirers intend, provided that this is economically reasonable at the relevant point in time, to undertake the measures required for such a squeeze-out of the outside innogy Shareholders. Specifically: (i) (ii) (iii) If, at the time of the completion of the Takeover Offer, or at a later date, the Bidder holds not less than 90% of innogy SE s share capital, the Bidder intends, in connection with a merger of innogy SE into the Bidder, to demand the exclusion of the outside innogy Shareholders in exchange for appropriate cash compensation pursuant to section 62 para. 5 of the German Transformation Act (mwandlungsgesetz mwg) ( German Transformation Act ) in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under transformation law). The amount of the cash compensation would be calculated based on the circumstances existing at the time when innogy SE s general meeting passes the relevant resolution. The appropriateness of the amount of the cash compensation can be reviewed in a judicial appraisal procedure. The amount of appropriate cash compensation might be equal to that of the Offer Consideration, but might also be higher or lower. If, at the time of the completion of the Takeover Offer, or at a later date, the Bidder holds not less than 95% of innogy SE s share capital, the Bidder intends to demand that the outside innogy Shareholders transfer all innogy Shares held by them to the Bidder, in return for the granting of appropriate cash compensation, pursuant to sections 327a et seq. of the German Stock Corporation Act (squeeze-out under stock corporation law). The amount of the cash compensation would be calculated based on the circumstances existing at the time when innogy SE s general meeting passes the relevant resolution. The appropriateness of the amount of the cash compensation can be reviewed in a judicial appraisal procedure. The amount of appropriate cash compensation might be equal to that of the Offer Consideration, but might also be higher or lower. The implementation of a squeeze-out of the minority shareholders would result in a delisting of innogy SE Merger If, after the completion of the Takeover Offer and the acquisition of the Sold innogy Shares, the Bidder and E.ON do not hold more than 90% of innogy SE s share capital, the E.ON Acquirers intend to examine, provided that this is economically reasonable at the relevant point in time, to merge innogy SE and E.ON in accordance with the provisions of the German Transformation Act into a new company to be founded. Through such a merger of innogy SE and E.ON into the 31

36 new company, innogy SE and E.ON would cease to exist as legal entities and the shareholders of innogy SE and E.ON would receive shares in the new company corresponding to the values of their relative stakes to each other. The appropriateness of the stake in the new company can be reviewed in a judicial appraisal procedure. The value of the stake in the new company might be equal to the Offer Consideration for the innogy Shares, but might also be higher or lower. 9.6 Future business activities of the Bidder and the E.ON Group The Bidder does not carry out any business activities of its own and, after the completion of the Takeover Offer, will function as a holding company with respect to innogy SE or will carry out the latter s activities in case a squeeze-out under transformation law is implemented. E.ON has undertaken under the Share Purchase and Transaction Agreement (cf. Section 6.8) to transfer the E.ON Renewables Business and E.ON Stakes in Nuclear Power Plants to RWE. In addition, the integration of the innogy Group into the E.ON Group as described in Section 9.1 may have effects on the business activities of the E.ON Group. The E.ON Acquirers have no intention to relocate the seat of E.ON. With regard to possible effects of the intended integration of the innogy Group into the E.ON Group on sites of material parts of the business of the E.ON Group as well as employees of the E.ON Group and their terms and conditions of employment, reference is made to what has been stated under Section 9.2 and 9.4, respectively. Furthermore, the E.ON Acquirers will comply with the statutory provisions on the participation of the employees of E.ON and its direct or indirect Subsdiaries. After the implementation of the E.ON Capital Increase (cf. Section 6.8.3), RWE will have the right to propose one member of the supervisory board of E.ON, who is to be elected by the shareholders. E.ON will to the extent legally permissible make sure, that the candidate proposed by RWE will be proposed for election to the general meeting of E.ON or appointed by court. Otherwise, in connection with the Takeover Offer, the E.ON Acquirers have no intentions beyond what has been stated under this Section 9 which have material effects on the future business activity of the E.ON Group, the seat and site of material parts of the business, the use of assets (except for the effects described in Section 15 of the acquisition of the Sold innogy Shares and the completion of the Takeover Offer on the net assets, financial position and results of operations of the Bidder and of E.ON), their future liabilities, their employees, employee representatives and terms and conditions of employment or the members of the management bodies. 10 Explanations on the appropriatness of the Offer Consideration Pursuant to section 31 para. 1 sentence 1 of the German Takeover Act, the Bidder must offer innogy Shareholders appropriate consideration in exchange for their shares Minimum consideration In accordance with section 31 para. 1 of the German Takeover Act and section 31 para. 7 of the German Takeover Act in conjunction with sections 3 to 5 of the German Takeover Offer Regulation, the minimum consideration for the innogy Shares is the higher of the following prices: 32

37 Pursuant to section 4 of the German Takeover Offer Regulation (in conjunction with section 31 para. 7 of the German Takeover Act) the consideration must be at least equal to the highest consideration paid, or agreed to be paid, by the Bidder, a person acting jointly with the Bidder or their Subsidiaries, in exchange for the acquisition of innogy Shares (or the conclusion of corresponding agreements that entitle to acquire innogy Shares) within the last six months prior to the publication of the Offer Document on 27 April In the relevant period of time pursuant to section 4 of the German Takeover Offer Regulation (in conjunction with section 31 para. 7 of the German Takeover Act), the Bidder and E.ON, a person acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act, entered into an agreement for the acquisition of 426,624,685 innogy Shares, which corresponds to approx % of all innogy Shares, with RWE and RWE DB (cf. Section 6.8.1). The price paid to acquire one innogy Share under this agreement was not more than EUR In particular, the relevant value of a new E.ON Share to be issued to RWE during the E.ON Capital Increase amounted to no more than EUR 8.41 at the time of the conclusion of the agreement on 12 March This was confirmed by the expert opinion given by Ebner Stolz on the basis of IDW S1 (cf. Section 6.9.2). Therefore, the value of the Share Component of the Purchase Price per innogy Share amounted to no more than EUR Other than the above, during the aforementioned period, neither the Bidder, nor any person acting jointly with the Bidder, or their Subsidiaries, acquired innogy Shares or entered into agreements that entitled them to acquire innogy Shares. Therefore, the applicable minimum consideration for the innogy Share pursuant to section 4 of the German Takeover Offer Regulation is EUR Pursuant to section 5 of the German Takeover Offer Regulation the consideration must be at least equal to the weighted average domestic stock exchange price of innogy Shares during the last three months prior to the publication of the decision to make the Takeover Offer in accordance with section 10 para. 1 sentence 1 of the German Takeover Act by the Bidder on 12 March 2018 (the Three-Month Average Price ) Offer Consideration The Three-Month Average Price notified to the Bidder by BaFin on the relevant date, 11 March 2018, is EUR per innogy Share. Therefore, the minimum consideration in accordance with section 31 para. 1 of the German Takeover Act and section 31 para. 7 of the German Takeover Act in conjunction with sections 3 to 5 of the German Takeover Offer Regulation is EUR per innogy Share. The Bidder offers to all innogy Shareholders to acquire innogy Shares at an Offer Consideration of EUR per innogy Share. In addition, it is the E.ON Acquirer s intention that innogy Shareholders fully participate in the dividend for the 2017 Financial Year and the dividend for the 2018 Financial Year, which taken together the Bidder expects to amount to EUR 3.24 in total per innogy Share for both financial years. Taking the dividends for the 2017 and 2018 Financial Years of a total value of EUR 3.24 into account, the innogy Shareholders accepting the Takeover Offer receive EUR 40 per innogy Share. 33

38 The innogy Shareholders participate in the dividend payable for the 2017 Financial Year of EUR 1.60 per innogy Share, which the innogy SE s general meeting has resolved on 24 April 2018 and which will be distributed by innogy SE to all innogy Shareholders on 27 April The Offer Consideration of EUR will be increased by EUR 1.64 if the Takeover Offer is completed prior to the date of the innogy 2019 General Meeting. If the Takeover Offer is completed after the date of the innogy 2019 General Meeting, innogy Shareholders will receive the dividend for the 2018 Financial Year resolved by the innogy 2019 General Meeting from innogy SE. In this event, should the dividend for the 2018 Financial Year be less than EUR 1.64 per innogy Share, the Bidder will compensate the difference to the amount of EUR 1.64 in respect of each innogy Share that was tendered into the Takeover Offer by increasing the Offer Consideration accordingly. In conclusion, on the date of publication of the Offer Document, each innogy Shareholder that accepted the Takeover Offer, thus, will receive a Total Offer Value of EUR in cash for each innogy Share, which consists of the Offer Consideration in the amount of EUR per innogy Share in accordance with this Takeover Offer and the amount of the innogy Shareholders participation in the dividend expected for the 2018 Financial Year of EUR 1.64 in total for each innogy Share. At the time of the publication of the decision to make this Takeover Offer on 12 March 2018, this Total Offer Value amounted based on the dividend for the 2017 Financial Year, at that time not yet resolved, but by now obtained by the innogy Shareholders in the amount of EUR 1.60 per innogy Share to EUR 40 per innogy Share. The Offer Consideration in the amount of EUR per innogy Share corresponds to the minimum price determined in accordance with section 31 para. 1 of the German Takeover Act and section 31 para. 7 of the German Takeover Act in conjunction with sections 3 to 5 of the German Takeover Offer Regulation (cf. Section 10.1). For the purpose of calculating the Offer Consideration, the Bidder took into account the historical performance of the innogy Share s stock exchange price. The stock exchange price is a widely accepted basis for determining the adequacy of the consideration payable for listed shares. innogy Shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) and are traded on the regulated unofficial market of the stock exchanges in Stuttgart, Berlin, Düsseldorf, Hamburg, Hanover and Munich. innogy Shares are included in the MDAX index. The Offer Consideration of EUR per innogy Share results in the following premiums as compared to the innogy Share s historical stock exchange prices: (i) (ii) 12.83% premium compared to the innogy Share s weighted average domestic stock exchange price during the last three months prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 pursuant to section 10 para. 1 sentence 1 of the German Takeover Act (such price amounting to EUR 32.58); 11.66% premium compared to the innogy Share s weighted average domestic stock exchange price during the last three months up to and including 22 February 2018, the last Stock Exchange Trading Day not affected by general takeover speculation surrounding innogy SE (such price amounting to EUR 32.92); 34

39 (iii) (iv) (v) 6.46% premium compared to the innogy Share s closing stock exchange price in the electronic trading system (XETRA) of the Frankfurt Stock Exchange on 9 March 2018, the last Stock Exchange Trading Day prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 (such stock exchange price amounting to EUR 34.53); 17.48% premium compared to the innogy Share s closing stock exchange price in the electronic trading system (XETRA) of the Frankfurt Stock Exchange on 22 February 2018, the last Stock Exchange Trading Day not affected by general takeover speculation surrounding innogy SE (such stock exchange price amounting to EUR 31.29); 12.07% premium compared to the average price target of the most recent expected price targets published by Bloomberg prior to the publication of the Bidder s decision to make the Takeover Offer by the Bidder on 12 March 2018 with regard to the innogy Share in the period from 13 December 2017 (the date on which innogy s profit warning was published) to 9 March 2018 (the last Stock Exchange Trading Day prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 pursuant to section 10 para. 1 sentence 1 of the German Takeover Act). The table below shows the analysts expectations (the average expected target price is EUR 32.80): Bank date of analysis price target Jefferies 26 February 2018 EUR HSBC 20 February 2018 EUR Commerzbank 20 February 2018 EUR Exane BNP Paribas 20 February 2018 EUR Grupo Santander 19 February 2018 EUR Morningstar, Inc 14 February 2018 EUR Morgan Stanley 30 January 2018 EUR Societe Generale 22 January 2018 EUR Investec 19 January 2018 EUR RBC Capital Markets 18 January 2018 EUR Macquarie 17 January 2018 EUR Bryan Garnier & Co 12 January 2018 EUR Berenberg 11 January 2018 EUR Goldman Sachs 10 January 2018 EUR UBS 09 January 2018 EUR Bankhaus Metzler 08 January 2018 EUR Kepler Cheuvreux 05 January 2018 EUR Oddo BHF 21 December 2017 EUR Raymond James 20 December 2017 EUR Independent Research GmbH 20 December 2017 EUR J.P. Morgan 20 December 2017 EUR

40 Landesbank Baden- 14 December 2017 EUR Wuerttemberg DZ Bank AG 13 December 2017 EUR Average approx. EUR (Source: Bloomberg on 9 March 2018, command ANR <GO>, ticker IGY GY) The Total Offer Value as of 12 March 2018 of EUR 40 per innogy Share results in the following premiums as compared to the innogy Share s historical stock exchange prices: (i) (ii) (iii) (iv) (v) 22.77% premium compared to the innogy Share s weighted average domestic stock exchange price during the last three months prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 pursuant to section 10 para. 1 sentence 1 of the German Takeover Act (such price amounting to EUR 32.58); 21.51% premium compared to the innogy Share s weighted average domestic stock exchange price during the last three months up to and including 22 February 2018, the last Stock Exchange Trading Day not affected by general takeover speculation surrounding innogy SE (such price amounting to EUR 32.92); 15.84% premium compared to the innogy Share s closing stock exchange price in the electronic trading system (XETRA) of the Frankfurt Stock Exchange on 9 March 2018, the last Stock Exchange Trading Day prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 (such stock exchange price amounting to EUR 34.53); 27.84% premium compared to the innogy Share s closing stock exchange price in the electronic trading system (XETRA) of the Frankfurt Stock Exchange on 22 February 2018, the last Stock Exchange Trading Day not affected by general takeover speculation surrounding innogy SE (such stock exchange price amounting to EUR 31.29); 21.95% premium compared to the average price target of the most recent expected price targets published by Bloomberg prior to the publication of the Bidder s decision to make the Takeover Offer by the Bidder on 12 March 2018 with regard to the innogy Share in the period from 13 December 2017 (the date on which innogy s profit warning was published) to 9 March 2018 (the last Stock Exchange Trading Day prior to the publication of the decision to make the Takeover Offer by the Bidder on 12 March 2018 pursuant to section 10 para. 1 sentence 1 of the German Takeover Act). For a detailed overview of all analysts expectations in this regard, see the table included in Section 10.2(iii). The average expected target price is EUR The historical stock exchange prices of the innogy Share referred to above (with the exception of the Three-Month Average Price, which was notified to the Bidder by BaFin) were taken from Bloomberg s database Appropriateness of the Offer Consideration from an economic point of view For the purpose of determining the adequacy of the Offer Consideration, the Bidder took into account the Share Purchase and Transaction Agreement dated 12 March 2018 and the innogy Share s historical stock exchange prices. E.ON, the Bidder, RWE and RWE DB conducted intensive negotiations on the sale and acquisition of the Sold innogy Shares, 36

41 which represent approx % of all innogy Shares currently outstanding, and eventually agreed on a purchase price of EUR per innogy Share. Furthermore, if one compares the Offer Consideration of EUR per innogy Share and the Total Offer Value of EUR 40 per innogy Share at the time of the publication of the decision to make this Takeover Offer with historical stock exchange prices as set out in Section 10.2, it becomes clear that the Offer Consideration significantly exceeds the valuation of the innogy Share by the capital market, and the Offer Consideration as well as the total value of the offer in particular, include a substantial premium on historical stock exchange prices. The Bidder holds the view that the Offer Consideration in the amount of EUR per innogy Share is an appropriate consideration within the meaning of section 31 para. 1 of the German Takeover Act. The Offer Consideration corresponds to the purchase price per innogy Share, which was the subject of intensive negotiations for the purposes of the Share Purchase and Transaction Agreement dated 12 March 2018, and represents an attractive premium on historical stock exchange prices as set out in Section The Bidder is convinced that the approach of taking into account the purchase price of innogy Shares recently agreed under the Share Purchase and Transaction Agreement and the Three-Month Average Price constitutes an appropriate basis for assessing the adequacy of the Offer Consideration. Furthermore, it is clear from the statutory provision of section 31 para. 1 of the German Takeover Act in conjunction with sections 4 and 5 paras. 1 and 3 of the German Takeover Offer Regulation that the German legislator approves these methods for determining the Offer Consideration s adequacy as appropriate. Therefore, the Bidder considers these methods for assessing the Offer Consideration s adequacy to be appropriate for this Takeover Offer and the Offer Consideration. The Bidder did not use any valuation methods other than the above in order to determine the Offer Consideration No compensation for loss of certain rights innogy SE s statutes do not provide for the application of section 33b para. 2 of the German Takeover Act. Therefore, the Bidder is not obliged to pay any compensation pursuant to section 33b para. 5 of the German Takeover Act. 11 Acceptance and settlement of the Takeover Offer 11.1 Central Settlement Agent The Bidder has appointed the Central Settlement Agent, BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, to act as central settlement agent in connection with the Takeover Offer Acceptance of the Takeover Offer and re-booking innogy Shareholders that wish to accept the Takeover Offer should contact their Custodian Bank (as defined below) if they have any questions about the technical aspects of the Takeover Offer s acceptance and settlement. The Custodian Banks will be informed separately about the procedures for the acceptance and settlement of the Takeover Offer. An innogy Shareholder may only accept the Takeover Offer by declaring acceptance of the Takeover Offer in text form (the Declaration of Acceptance ) vis-à-vis the investment services enterprise maintaining that innogy Shareholder s securities account (the Custodian Bank ). Until the date on which the innogy Shares in relation to which the Takeover Offer has been accepted within the Acceptance Period or within the Additional Acceptance Period (the 37

42 Tendered innogy Shares ) are transferred to the Central Settlement Agent s securities account maintained with Clearstream, the innogy Shares specified in the Declaration of Acceptance remain credited to the relevant securities accounts of the innogy Shareholders accepting the Takeover Offer; however, they have been re-booked to ISIN DE000A2LQ2L3 at Clearstream and in the securities accounts of the accepting innogy Shareholders and, thus, identified as Tendered innogy Shares. The Declaration of Acceptance will only become effective if the Tendered innogy Shares are re-booked to the relevant ISIN in due time, by no later than the second Banking Day after the expiry of the Acceptance Period, at hrs (local time in Frankfurt am Main, Germany). In order for this condition to be met, the Declaration of Acceptance must be received within the Acceptance Period by the relevant Custodian Bank. Once it has received such Declaration of Acceptance, the relevant Custodian Bank will arrange for the re-booking to be carried out without undue delay. It will be determined whether the Acceptance Period has been complied with by taking into account the date on which a Declaration of Acceptance is received by the Custodian Bank. Any Declaration of Acceptance that is not received by the relevant Custodian Bank within the Acceptance Period or which is inaccurate or incomplete upon receipt will not qualify as acceptance of the Takeover Offer and will not entitle the relevant shareholder to receive the Offer Consideration. Neither the Bidder, nor any person acting jointly with the Bidder or their respective Subsidiaries, are obliged to inform the relevant innogy Shareholder about any deficiencies or errors in the Declaration of Acceptance, nor do they assume any liability for a failure to provide any such information Further declarations by the innogy Shareholders accepting the Takeover Offer Some of the following declarations are explained in more detail in Section 11.4 and Section By accepting the Takeover Offer pursuant to Section 11.2, (i) each accepting innogy Shareholder instructs and authorises its Custodian Bank and any intermediate custodian of the relevant Tendered innogy Shares: to leave the Tendered innogy Shares in the securities account of the accepting innogy Shareholder for the time being, but to arrange for them to be re-booked to ISIN DE000A2LQ2L3 (Tendered innogy Shares) at Clearstream; to instruct and authorise Clearstream to make the Tendered innogy Shares available to the Central Settlement Agent on its securities account held with Clearstream for transfer of ownership to the Bidder after the expiry of the Additional Acceptance Period (however not before fulfilment of the Completion Conditions set out in Section 13.1, unless the Bidder has waived such Completion Conditions pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act); to instruct and authorise Clearstream to transfer ownership of the Tendered innogy Shares (ISIN DE000A2LQ2L3), in each case including all rights attaching to such Tendered innogy Shares (in particular the dividend entitlement) at the time the Takeover Offer is settled, to the Bidder against simultaneous payment (Zug um Zug gegen) of the Offer Consideration for the relevant Tendered innogy Shares to the account held by the relevant 38

43 Custodian Bank with Clearstream in accordance with the provisions of the Takeover Offer; to instruct and authorise any intermediate custodians of the relevant Tendered innogy Shares and Clearstream to make available to the Bidder or the Central Settlement Agent any information necessary for the Bidder to make declarations and publications under the German Takeover Act with regard to the Takeover Offer, in particular to inform the Bidder, on each Stock Exchange Trading Day during the Acceptance Period, of the number of innogy Shares re-booked to ISIN DE000A2LQ2L3 (Tendered innogy Shares); and to forward the Declaration of Acceptance and, if applicable, a declaration of withdrawal with regard to the Takeover Offer to the Central Settlement Agent if requested to do so; (ii) (iii) each accepting innogy Shareholder instructs and authorises its Custodian Bank and the Central Settlement Agent, in each case with an exemption from the prohibition of contracting with oneself pursuant to section 181 of the German Civil Code, to take all actions and to make and receive all declarations necessary or expedient for the settlement of the Takeover Offer in accordance with this Offer Document, and in particular to ensure that ownership of the Tendered innogy Shares is transferred to the Bidder; the accepting innogy Shareholders declare that: unless expressly stated otherwise in text form in the Declaration of Acceptance, they accept the Takeover Offer for all innogy Shares held in their securities accounts maintained with the Custodian Bank at the time when they declare acceptance of the Takeover Offer; at the time of transfer of ownership to the Bidder, the innogy Shares in respect of which they are accepting the Takeover Offer are in their sole ownership and free from rights or claims of third parties; and they are transferring their Tendered innogy Shares to the Bidder against simultaneous payment of the Offer Consideration to the account held by the relevant Custodian Bank with Clearstream, subject to the following conditions precedent: (a) (b) fulfilment of the Completion Conditions in accordance with Section 13.1, unless the Bidder has previously validly waived such Completion Conditions pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act; and the expiry of the Additional Acceptance Period. In the interest of settling the Takeover Offer smoothly and promptly, the instructions, declarations, orders, powers and authorisations listed in Sections 11.3(i) to 11.3(iii) will be granted irrevocably by the accepting innogy Shareholders. They will lapse only in the event of a valid withdrawal from the agreements entered into as a result of accepting the Takeover Offer in accordance with Section 16 or if the failure to fulfil the Completion Conditions set out in Section 13.1 becomes final. 39

44 11.4 Legal consequences of acceptance Upon acceptance of the Takeover Offer, a binding agreement for the sale of the innogy Shares specified in the Declaration of Acceptance will be formed between each accepting innogy Shareholder and the Bidder, against payment of the Offer Consideration for the relevant number of Tendered innogy Shares in accordance with the provisions of this Offer Document. Upon acceptance of the Takeover Offer, each accepting innogy Shareholder and the Bidder simultaneously agree subject to the fulfilment of all Completion Conditions, unless these have been validly waived on the transfer of title to the Tendered innogy Shares to the Bidder in accordance with the provisions of this Offer Document. Title to the Tendered innogy Shares will transfer against simultaneous payment of the Offer Consideration for the relevant number of Tendered innogy Shares to the account held by the relevant Custodian Bank with Clearstream. Upon transfer of title to the Tendered innogy Shares to the Bidder, all rights attaching to such Tendered innogy Shares at the time when the Takeover Offer is settled (in particular the dividend entitlement) will transfer to the Bidder. The agreement for the acquisition of the innogy Shares, which will be entered into upon acceptance of the Takeover Offer, will not be completed until the Completion Conditions specified in Section 13.1 have been fulfilled, unless the Bidder has validly waived such Completion Conditions previously pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act. If one or more of the Completion Conditions set out in Section 13.1 have not been fulfilled by the final date specified for the relevant Completion Condition at the latest (provided that the Bidder has not previously validly waived such Completion Condition pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act), the Takeover Offer will lapse (cf. Section 13.2). In such case, the agreements formed as a result of the acceptance of the Takeover Offer will not be completed and will cease to exist (cf. Section 13.3). Furthermore, by accepting the Takeover Offer, the accepting innogy Shareholder irrevocably makes the declarations, irrevocably gives the instructions and/or orders and/or irrevocably grants the authorisations specified in Section Acceptance of the Takeover Offer during the Additional Acceptance Period Sections 11.1 through 11.4 will apply mutatis mutandis to the acceptance of the Takeover Offer during the Additional Acceptance Period. innogy Shareholders intending to accept the Takeover Offer during the Additional Acceptance Period should contact their Custodian Banks if they have any questions about the technical aspects of the Takeover Offer s acceptance and settlement. The re-booking of the innogy Shares in respect of which the Takeover Offer has been accepted within the Additional Acceptance Period to ISIN DE000A2LQ2L3 will be deemed to have been carried out in due time if it has been carried out no later than on the second Banking Day after the expiry of the Additional Acceptance Period at hrs (local time in Frankfurt am Main, Germany) Settlement of the Takeover Offer and payment of the Offer Consideration The Takeover Offer will be settled by payment of the Offer Consideration as consideration for the Tendered innogy Shares. 40

45 If the Completion Conditions pursuant to Section (i) and Sections to have been fulfilled on or before the expiry of the Acceptance Period and the Completion Conditions pursuant to Sections , (ii) and (iii) have been fulfilled on or before the expiry of the Additional Acceptance Period, or if the Bidder has validly waived such Completion Conditions previously pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act, the Central Settlement Agent will transfer the Offer Consideration, as consideration for the Tendered innogy Shares, to the relevant Custodian Bank, without undue delay, after the end of the Additional Acceptance Period, at the latest, however, eight Banking Days after the publication of the Takeover Offer s results pursuant to section 23 para. 1 sentence 1 no. 3 of the German Takeover Act. Should the Completion Conditions pursuant to Section (i) and Sections to have been fulfilled on or before the expiry of the Acceptance Period or should these have been validly waived previously by the Bidder pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act, whereas the Completion Conditions pursuant to Sections , (ii) and (iii) have not yet been fulfilled at the time when the Additional Acceptance Period expires and have not been validly waived by the Bidder previously, there may be a delay in the Takeover Offer s settlement and crediting of the Offer Consideration for the Tendered innogy Shares. In such case, the Takeover Offer s settlement and crediting of the Offer Consideration for the Tendered innogy Shares will be effected without undue delay, however, not later than eight Banking Days after the publication of the fulfilment of the Completion Condition pursuant to Section The Bidder will make sure that this Takeover Offer is not completed on the date of a general meeting of innogy SE. Once the Offer Consideration has been credited to the account held by the relevant Custodian Bank with Clearstream, the Bidder will have fulfilled its obligation to pay the Offer Consideration for the Tendered innogy Shares. The relevant Custodian Bank will be responsible for transferring the Offer Consideration to the innogy Shareholders. In the event of the latest possible fulfilment of the Completion Conditions, i.e. on 31 December 2019, the Takeover Offer s settlement and crediting of the Offer Consideration for the Tendered innogy Shares may be delayed until 13 January Costs and expenses The acceptance of the Takeover Offer is free of costs and expenses (other than the costs incurred for submitting the Declaration of Acceptance to the relevant Custodian Bank) for those innogy Shareholders that hold their innogy Shares in collective safe custody with a Custodian Bank in Germany, provided that such Custodian Bank, in turn, holds these innogy Shares on a securities account it maintains with Clearstream. For this purpose, the Bidder will grant the Custodian Banks compensation, of which these will be notified separately and which will include a custodian bank commission customary in the market. Any costs charged by other Custodian Banks or intermediate custodians outside of Germany will be paid by the accepting innogy Shareholder itself. Any taxes levied in connection with the conclusion of the purchase agreement and the transfer of the Tendered innogy Shares, against payment of the Offer Consideration, will be paid by the accepting innogy Shareholder itself. 41

46 11.8 Stock exchange trading in Tendered innogy Shares The Bidder will ensure that the Tendered innogy Shares under ISIN DE000A2LQ2L3 will be included in trading on the regulated market of the Frankfurt Stock Exchange and simultaneously in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional obligations arising from admission (Prime Standard) as of the third Trading Day of the Frankfurt Stock Exchange following the commencement of the Acceptance Period. Exchange trading of Tendered innogy Shares will enable innogy Shareholders that accepted the Takeover Offer to sell their innogy Shares on the Frankfurt Stock Exchange. If they sell a share tendered under the Takeover Offer, this will not affect its status as such. Any person acquiring Tendered innogy Shares will assume all rights and obligations arising as a result of the acceptance of the Takeover Offer, including the irrevocable declarations, instructions, orders and authorisations set out in Section In order to ensure trading in a liquid market within the meaning of Section 16.1(iii), the Bidder will commission a designated sponsor with effect from the publication pursuant to section 23 para. 1 sentence 1 no. 3 of the German Takeover Act to guarantee exchange trading in the Tendered innogy Shares in a sufficiently liquid market. The designated sponsor will provide additional liquidity in the electronic trading system (XETRA) in accordance with the rules and regulations of the Frankfurt Stock Exchange. In addition, the Bidder will check whether it is possible to include the Tendered innogy Shares in share indices. Trading in the Tendered innogy Shares on the regulated market of the Frankfurt Stock Exchange and its sub-segment with additional obligations arising from admission (Prime Standard) is expected to end no later than after regular stock exchange trading hours on the day on which the fulfilment of all Completion Conditions (or the waiver of their fulfilment) is published (cf. Section 13.4). The date as of which trading ends will be published by the Bidder without undue delay via an electronically operated information dissemination system within the meaning of section 10 para. 3 sentence 1 no. 2 of the German Takeover Act or in the German Federal Gazette. In the event that trading in a sufficiently liquid market is not deemed guaranteed, the innogy Shareholders that accepted the Takeover Offer will, from one year after the publication pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act, have the right of withdrawal pursuant to Section 16.1(iii). Any innogy Shares not tendered for sale will continue to be traded under ISIN DE000A2AADD Note to holders of American Depositary Receipts The Takeover Offer is not addressed to holders of ADRs which have been issued in relation to innogy Shares; however, holders of ADRs are permitted to tender the underlying innogy Shares in respect of the ADRs into the Takeover Offer following their withdrawal from the ADR programme (as described below). Each ADR evidences one American Depositary Share, which in turn represents one-half of one innogy Share deposited with the relevant U.S. Depositary (the U.S. Depositary ). The rights of ADR holders are governed by the deposit agreements in place between the relevant U.S. Depositary and the relevant holders of ADRs. While ADRs may not be tendered into the Takeover Offer, holders of ADRs that wish to participate in the Takeover Offer may do so by following the normal ADR cancellation process in order to obtain the underlying innogy Shares, which may then be tendered into the Takeover Offer, subject to the provisions of this Offer Document. This process may take 42

47 several days and, typically, some cost is charged to the ADR holder. Holders of ADRs should take this additional expenditure of time and cost into account when making a decision on whether to participate in the Takeover Offer. Holders of ADRs should contact their relevant U.S. Depositary in case they have questions regarding the timing, cost or process relating to the withdrawal of innogy Shares underlying their ADRs. Costs and fees incurred in the course of the cancellation of ADRs will not be reimbursed. The same will apply to costs and fees incurred for a re-deposit of innogy Shares in ADR in the event that the Takeover Offer should fail Lapse in case of non-fulfilment of Completion Conditions The Takeover Offer will lapse, and the agreements formed as a result of the acceptance of the Takeover Offer will not be completed and will cease to exist (condition subsequent), if one or more of the Completion Conditions set forth in this Offer Document have not been fulfilled and have not been validly waived prior to the failure to fulfil them during the period ending one working day before the expiry of the Acceptance Period. In such case, the Tendered innogy Shares will be re-booked from ISIN DE000A2LQ2L3, to the original ISIN DE000A2AADD2 without undue delay. Trading in Tendered innogy Shares on the regulated market of the Frankfurt Stock Exchange and its sub-segment with additional obligations arising from admission (Prime Standard) will subsequently be discontinued at the end of the third stock exchange day immediately preceding the reversal (Rückabwicklung) of this Takeover Offer. Precautions will be taken to arrange for re-booking at the latest within five Banking Days after the publication pursuant to Section 13.4 that not all Completion Conditions have been fulfilled and have not been previously validly waived. Once this re-booking has been carried out, the relevant innogy Shares will be tradable again under the original ISIN DE000A2AADD2. Such re-booking and re-transfer is free of costs and expenses for those innogy Shareholders that hold their innogy Shares in collective safe custody with a Custodian Bank, provided that such Custodian Bank, in turn, holds these innogy Shares on a securities account it maintains with Clearstream. For this purpose, the Bidder will pay the Custodian Banks a custodian bank commission customary in the market. Any costs charged by other Custodian Banks or foreign intermediate custodians will be paid by each accepting innogy Shareholder itself. 12 Official approvals and procedures The official approvals and procedures as well as the status of each of the relevant procedures required for the planned concentration of the innogy Shares pursuant to the Share Purchase and Transaction Agreement and this Takeover Offer ( Transaction ) are described below. The further steps of the Overall Transaction may require further official approvals and regulatory clearances Merger control clearances The Transaction is, under Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings ( EU Merger Regulation ), subject to merger control clearance by the European Commission and/or the competent authorities in the Member States of the European Union to which the decision on the Transaction may be referred wholly or in part. In addition, the Transaction is subject to merger control clearance by the competent authorities in the U.S. Lastly, the Transaction is subject to clearance by 43

48 the CMA in the United Kingdom in the event the CMA accepts jurisdiction over the Transaction following the departure of the United Kingdom from the European Union. The acquisition of the minority shareholding in E.ON by RWE during the E.ON Capital Increase may be subject to merger control clearance by the Federal Cartel Office (Bundeskartellamt) and the CMA Merger control European Commission The Transaction cannot be implemented before clearance under the EU Merger Regulation. Merger control proceedings before the European Commission generally begin with informal pre-notification discussions which are not bound to a time limit and in which the notifying parties can discuss with the European Commission which information is required for the formal application. From the time of filing of the formal application, the European Commission generally has 25 working days in Phase I ( Phase I ) to decide whether the Transaction is compatible with the common market or whether the planned concentration must be examined in greater detail, which would be the case if there were serious concerns as to its compatibility with the common market. If the European Commission considers it necessary to examine the Transaction in greater detail because there are serious concerns as to its compatibility with the common market, the European Commission may initiate a detailed main examination procedure ( Phase II ). The investigation in Phase II can then generally take up to 90 additional working days. The merger control clearance by the European Commission may be granted subject to conditions and/or obligations. If the merger control clearance is granted subject to conditions in Phase I, the Phase I period is extended to 35 working days. If it emerges that the merger control clearance may only be granted subject to conditions in Phase II, the Phase II period can be extended to 105 working days. Moreover, Phase II may be extended by a maximum of 20 additional working days with the agreement of the notifying party. A full or partial referral of the decision on the planned concentration to a Member State or several Member States of the European Union after submitting the notification of the Transaction to the European Commission may come into consideration if the planned concentration threatens to significantly affect competition in a market within the relevant Member State, which presents all the characteristics of a distinct market, or if the Transaction affects competition in a market within the respective Member State, which presents all the characteristics of a distinct market and which does not constitute a substantial part of the common market. A referral request may be made by a Member State by the 15 th working day following the formal notification and will lead to an extension of the duration of the procedures in Phase I to 35 working days. The Commission may effect such referral until the 65 th working day following the formal notification. A partial referral to a Member State competition authority therefore presupposes that the competition-law analyses for the part of the Transaction to be referred is separable from the competition-law analyses of the remainder, in particular in geographical terms. This separable portion will, in the event of a referral, be examined by the competition authority of the respective Member State in accordance with the applicable national 44

49 rules, autonomously and independently of the European Commission, which will in turn examine the not-referred part of the planned concentration. In case of full referral of the decision on the Transaction to one or more Member State competition authorities, only those will decide on the planned concentration in accordance with the applicable national rules, and not the European Commission. The latest date for the clearance of the planned concentration, which may not be postponed following the publication of this Offer Document, will be 31 December This date has been selected since it must be expected that obtaining the required clearances might take as long as until that date. Moreover, the Bidder can currently not exclude the possibility of Member States making referral requests regarding parts of the Transaction and the European Commission deciding to refer the Transaction in this respect. In the event of referral, it is expected that the granting of the merger control clearance will be delayed by several months. In addition, in both Phase I and Phase II, the European Commission has the option under article 11 para. 3, 10 para. 4 of the EU Merger Regulation to suspend the period of proceedings if it considers that the parties have not provided certain information requested under article 11 para. 3 of the EU Merger Regulation. Such a suspension of the time limit for proceedings can also lead to a delay. The European Commission has a certain scope of discretion regarding the application of the merger control provisions and may request or order that commitments, obligations or conditions be fulfilled for the clearance of the Transaction. These may include, for example, restrictions on the business activities of E.ON, innogy SE or RWE, also due to the requirement to dispose of affiliates or business segments. In some circumstances, E.ON, innogy SE or RWE may be required to fulfil such commitments, obligations or conditions in order to obtain clearance by the European Commission. E.ON expects that it will obtain the clearance required for the planned concentration; however, there is no certainty as to when the clearance will be granted, whether the clearance will be granted under acceptable conditions and whether the clearance may be challenged before a court. Immediately following the public announcement of the Transaction, E.ON and RWE applied before the European Commission for the granting of a case team for the purposes of the Transaction and engaged in pre-notification discussions to discuss various aspects of the Transaction and in order for the proceedings to be conducted expeditiously and closed as timely as possible. In this context, E.ON and RWE have already made first written submissions to the European Commission and held informal conversations with the case team for explaining the Transaction. The filing of the draft of the formal notification is aimed for May 2018 by E.ON and RWE Merger control U.S. authorities According to the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act ) and the regulations adopted on the basis of this act by the competition authorities of the United States, the U.S. Federal Trade Commission (the FTC ) and the U.S. Department of Justice (the DoJ ), transactions meeting certain thresholds may only be carried out when they have been notified to these authorities and certain waiting periods have expired, lapsed or been terminated. By now, E.ON has not been able to conclusively assess whether the conditions are met pursuant to which it is required to notify the FTC or the DoJ pursuant to the HSR 45

50 Act. If this is the case, which is assumed by E.ON as a matter of precaution, E.ON and innogy SE will each be obligated to notify the Transaction to the DoJ and the FTC. Although each party must notify the Transaction under the HSR Act to both the DoJ and the FTC, only one authority will review the Transaction in a single examination, in which the parties concerned will be involved. Upon the filing of the notification by E.ON and the payment of the filing fee, a waiting period of 15 calendar days applicable to a cash takeover offer will begin to run. The completion of the planned concentration prior to the expiration or termination of this waiting period is not permitted unless so-called early termination of the procedure is granted. The reviewing authority may request further information and documents concerning the planned concentration ( Second Request for Information ). A Second Request for Information would extend the official review period in a cash takeover offer by an additional ten days from the date on which the Bidder substantially complied with the Second Request for Information, provided that the waiting period is not terminated earlier. If the reviewing authority still has significant concerns with respect to the planned concentration at the end of the examination, the authority must either initiate proceedings before a United States Federal District Court for the adoption of interim measures to prevent the planned concentration or settle its concerns by means of an amicable agreement with the parties. The parties expect that the Transaction will not be subject of a Second Request for Information and, therefore, the examination will take up to one month. Because a clearance is only valid for one year, the parties will presumeably file the application in autumn 2018 in order to reduce the risk of a validity loss of the clearance and a resulting requirement of another notification Merger control CMA In the event that the CMA reclaims jurisdiction over the Transaction following the departure of the United Kingdom from the European Union or deems the acquisition of the minority shareholding by RWE in E.ON to require prior notification, the completion of the Transaction is also subject to clearance by the CMA. Such scenario would only be realistic in the event the United Kingdom and the European Union do not agree on a withdrawal agreement laying down the framework for Brexit and specifying the terms regarding pending merger control proceedings. However, such provisions are provided for in the draft withdrawal agreement as it is currently being discussed. Moreover, approval by the CMA may also be required for the acquisition of the minority shareholding by RWE in E.ON. In this context, both parties are currently engaging in discussions with the CMA as to whether an approval procedure is required. If approval by the CMA is required or the CMA accepts jurisdiction, a preliminary procedure which is not bound by time limits will be required for the purposes of coordinating the content of the formal notification. Following the formal notification, the review period in Phase I will be 40 working days. The parties may offer to meet certain obligations and conditions in order to prevent the referral of the Transaction 46

51 to a Phase II investigation. If such obligations and conditions are offered, the review period in Phase I will be extended by up to 90 working days. If the Transaction is referred to a Phase II investigation by the CMA, the CMA will have a statutory decision period of 24 weeks for its final vote closing the procedure. Such period may be extended once by up to eight weeks if the CMA is of the view that there are special reasons due to which the preparation and publication of a final report is not possible within the statutory period of 24 weeks. If the CMA identifies competitive concerns, the parties may also offer to meet obligations and conditions in Phase II. This will extend the review period by 12 weeks. E.ON and RWE have already made first written submissions to the CMA and are currently in informal pre-discussions with the authority in order to examine the question of competence as quickly as possible. Should the CMA declare its competence, the parties would submit the merger approval notification to the CMA as soon as possible after such declaration Merger control Federal Cartel Office The acquisition of the minority shareholding in E.ON by RWE may require that the approval of the Federal Cartel Office is obtained. The parties are currently engaging in discussions with the Federal Cartel Office as to whether an approval procedure must be carried out in this context. If approval is required, an informal preliminary procedure which is not bound by time limits will initially be conducted for the purposes of co-ordinating the content of the merger control notification. Following the formal notification, the Federal Cartel Office will generally review the Transaction within a period of one month upon receipt of all required information. However, if the Federal Cartel Office considers it necessary to further examine the planned concentration, the Federal Cartel Office will initiate the so-called main examination procedure, which will take up to three additional months. E.ON and RWE have already made first written submissions to the Federal Cartel Office and are currently in informal pre-discussions with the authority in order to examine the question of competence as quickly as possible. Should the Federal Cartel Office declare its competence, the parties would submit the merger approval notification to the Federal Cartel Office as soon as possible after such declaration Further regulatory procedures The Transaction is possibly subject to various further regulatory procedures, in particular approval procedures under foreign investment and energy industry law in the U.S., Australia, France, the Netherlands, Turkey and Hungary, which do not affect the Bidder s obligations under takeover law pursuant to this Offer Document vis-à-vis the innogy Shareholders accepting the Takeover Offer. Specifically, the following applies with respect to the approval procedures under foreign investment and energy industry law: U.S. CFIUS Without this being a condition for the completion of the Takeover Offer, the Transaction will presumably be subject to investment control by the Committee on Foreign Investment in the United States ( CFIUS ). CFIUS examines whether the planned concentration may impair the national security of the U.S. Such notification may be made voluntarily, but is advised if a foreign entity acquires a U.S. entity or 47

52 U.S. assets forming a business in the U.S. innogy SE currently has such business activities in the U.S. As of the date of a completed notification being submitted, the review period will, as a rule, be 90 days, comprising a preliminary review period of 14 days, an initial review period of 30 days and an investigation period of 45 days. The acquisition of the minority shareholding in E.ON by RWE may also entail a notification requirement before CFIUS. In this case, the procedural time limits mentioned above will apply. E.ON and RWE are currently examining the extent of the notification requirement to CFIUS and if required notifications for different parts of the Overall Transaction may be submitted and examined together. Following this examination, E.ON and RWE will prepare the notification as quickly as possible and submit it to CFIUS U.S. FERC Without this being a condition for the completion of the Takeover Offer, the Transaction will presumably be subject to a notification requirement before the Federal Energy Regulatory Commission ( FERC ) pursuant to article 203 of the Federal Power Act prior to completion. FERC is responsible for examining whether mergers are compatible with public interests. Compatibility with competition, regulation as well as any possible cross-subsidisation is examined. The notification requirement applies if innogy SE s U.S. entities have reached the market-based rate state. E.ON is currently not able to conclusively ascertain whether it is required to submit a notification to FERC. The review period applicable with respect to the energy regulatory commission is, as a rule, 60 days. The acquisition of the minority shareholding in E.ON by RWE may also entail a notification requirement before FERC. In this case, the procedural time limits mentioned above will apply. E.ON and RWE are currently examining the extent of the notification requirement to FERC and if required notifications for different parts of the Overall Transaction may be submitted and examined together. Following this examination, E.ON and RWE will prepare the notification as quickly as possible and submit it to FERC U.S. PUCT Without this being a condition for the completion of the Takeover Offer, the Transaction will potentially be subject to notification to the Texas Public Utility Commission ( PUCT ). Such notification will be required if the acquirer acquires assets exceeding a certain production volume. In this case, notification must be made 120 days prior to completion. The acquisition of the minority shareholding in E.ON by RWE may also entail a notification requirement to PUCT. In this case, the procedural time limits mentioned above will apply. E.ON and RWE are currently examining the extent of the notification requirement to PUCT and if required notifications for different parts of the Overall Transaction may be submitted and examined together. Following this examination, E.ON and RWE will prepare the notification as quickly as possible and submit it to PUCT Australia FIRB Without this being a condition for the completion of the Takeover Offer, the Transaction will potentially be subject to investment control by the Australian Foreign Investment Review Board ( FIRB ) pursuant to the Foreign Acquisition and Takeovers Act 1975 prior to completion. Notification will be required if the assets 48

53 directly or indirectly acquired by E.ON exceed Australian Dollar 261 million. E.ON is currently not able to conclusively ascertain whether it is required to submit a notification to the FIRB. If so, the FIRB would be responsible for the review and make a recommendation to the Commonwealth Treasurer ( Treasurer ), which is responsible for the clearance decision. The review period generally is 30 calendar days following the FIRB s receipt of the notification fee payable. However, the review period may be extended, for example if the Treasurer requests further information (i.e. stops the clock), the Treasurer imposes a postponement order (up to 90 days) or one party requests an extension. E.ON and RWE are currently examining if a notification requirement to FIRB exists and will initiate the required next steps with FIRB afterwards France Ministry for the Economy Without this being a condition for the completion of the Takeover Offer, the Transaction will potentially be subject to investment control in France prior to completion. The acquisition of businesses and assets concerning the integrity, the security and the continuance of the supply with electricity, gas and other energy sources are subject to investment control even if an entity in a Member State of the European Union is the acquirer. The French Ministry for the Economy may issue a clearance certification confirming that the acquisition is not subject to investment control. The period for the Ministry to reply is two months upon submission of the application. If a binding investment control notification is required, the review period will also be two months commencing upon submission of the complete notification. E.ON and RWE are currently examining if a notification requirement to the French Ministry for the Economy exists and will initiate the required next steps with the French Ministry for the Economy afterwards The Netherlands Elektriciteitswet 1998 Without this being a condition for the completion of the Takeover Offer, the Transaction will presumably be subject to sector-specific investment control in the Netherlands prior to completion. Pursuant to the Elektriciteitswet 1998, transactions in the energy sector must be notified to the Dutch Ministry of Economic Affairs and Climate Policy (Minister van Economische Zaken en Klimaat) if direct or indirect control over energy generation assets with a rated capacity of at least 250 MW is acquired. E.ON currently assumes that this threshold is exceeded with respect to the innogy assets. The notification must be submitted by no later than four months prior to the completion of the Transaction. The Ministry has a review period of two months and may impose conditions if public security or supply security are endangered. If such conditions are considered necessary, they may be examined in a subsequent review process (which will take another two months). E.ON and RWE are currently examining if a notification requirement to the Dutch Ministry of Economic Affairs and Climate Policy exists and will initiate the required next steps with the Dutch Ministry of Economic Affairs and Climate Policy afterwards Turkey energy regulator Without this being a condition for the completion of the Takeover Offer, the Transaction will potentially be subject to sector-specific investment control in Turkey prior to completion. The submission of a notification to the Turkish energy regulator 49

54 may be required if the Turkish Subsidiaries of innogy SE hold licences granted by the Turkish energy regulators. E.ON is currently not able to conclusively ascertain whether such licences were granted. The Turkish energy regulator usually examines such notifications in a review period of approx. one month; however, such review period may vary depending on the work load of the regulator. E.ON and RWE are currently examining if a notification requirement to the Turkish energy regulator exists and will initiate the required next steps with the Turkish energy regulator afterwards Hungary energy regulator Without this being a condition for the completion of the Takeover Offer, the Transaction will potentially be subject to sector-specific investment control in Hungary prior to completion. The submission of a notification to the Hungarian energy regulator may be required if the Hungarian Subsidiaries of innogy SE hold licences granted by the Hungarian energy regulators or are deemed to be electricity undertakings under Hungarian law. E.ON is currently not able to conclusively ascertain whether these prerequisites are met. Following the submission of a complete notification, the Hungarian energy regulator has a period of 40 days to review the submission. E.ON and RWE are currently examining if a notification requirement to the Hungarian energy regulator exists and will initiate the required next steps with the Hungarian energy regulator afterwards Permission to publish this Offer Document BaFin permitted the publication of this Offer Document by the Bidder on 26 April Prerequisites for the completion of the Takeover Offer 13.1 Completion Conditions This Takeover Offer and the agreements with the innogy Shareholders which came into existence as a result of the acceptance of the Takeover Offer will only be completed if (i) the Bidder has validly waived the fulfilment of the following prerequisites (each a Completion Condition and together the Completion Conditions ) at least one working day prior to the expiry of the Acceptance Period (and prior to the non-fulfilment of the relevant Completion Condition) or (ii) the Completion Conditions have been fulfilled within the periods specified below Merger control clearances Between the publication of this Offer Document and 31 December 2019, each of the following Completion Conditions set out in Sections (i) to (v) has been fulfilled: (i) The European Commission has approved the Transaction or it is deemed to have been approved. This Completion Condition will be fulfilled if (a) (b) the European Commission has declared the planned concentration to be compatible with the common market pursuant to article 6 para. 1 letter b) or article 8 para. 1 or 2 of the EU Merger Regulation, or the planned concentration is deemed to be compatible with the common market pursuant to article 10 para. 6 of the EU Merger 50

55 Regulation as the European Commission has neither (i) made a decision pursuant to article 6 para. 1 of the EU Merger Regulation within the period set out in article 10 para. 1 of the EU Merger Regulation nor (ii) made a decision pursuant to article 8 para. 1, 2 or 3 of the EU Merger Regulation within the period set out in article 10 para. 3 of the EU Merger Regulation, or (c) the European Commission has decided pursuant to article 9 para. 3 of the EU Merger Regulation or article 4 para. 4 of the EU Merger Regulation to refer the whole or part of the planned concentration to the competent antitrust authority of a Member State or the planned concentration is deemed pursuant to article 9 para. 5 of the EU Merger Regulation or article 4 para. 4 subparagraph 4 of the EU Merger Regulation to have been referred and (i) the European Commission has issued a decision pursuant to Section (i) (a) or (b) in relation to the part of the planned concentration that has not been referred and (ii) the relevant antitrust authority of the relevant Member State has issued a clearance decision in relation to the part of the planned concentration that has been referred or is deemed to have been referred or such clearance decision is, pursuant to applicable national merger control provisions, deemed to have been issued. (ii) (iii) (iv) (v) The waiting periods pursuant to the U.S. HSR Act and the regulations under this act have expired or been terminated. If, following the departure of the United Kingdom from the European Union, the CMA declares that it has jurisdiction over the Transaction, Section (v) will apply mutatis mutandis to the extent it relates to proceedings before national antitrust authorities. The Federal Cartel Office has cleared the acquisition of a minority shareholding in E.ON by RWE and RWE s right to nominate a member of E.ON s supervisory board by means of (a) a written notice that this is not a concentration that is subject to notification requirements, (b) a written notice that this plan is not prohibited or (c) this plan is deemed to have been cleared due to the expiry of a period set out in section 40 of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen GWB). The CMA has cleared the acquisition of a minority shareholding in E.ON by RWE and RWE s right to nominate a member of E.ON s supervisory board by means of (a) a written notice that this is not a concentration subject to notification requirements, or (b) the CMA has decided not to make a reference in relation to the plan or part of the plan pursuant to section 33 of the Enterprise Act 2002 ( EA ), or (c) the period within which the CMA must decide pursuant to section 34ZA of the EA whether to make a reference to a phase 2 procedure in accordance with Section (b) has expired without any decision on a reference being made, provided that section 100 para. 1 letters a), d) and f) of the EA are not applicable and provided that no public interest intervention notice has been issued by the Secretary of State for Business, Innovation and Skills ( Secretary of State ) pursuant to section 42 para. 2 of the EA, or (d) if the whole or part of the plan was referred in 51

56 accordance with Section (b) and (i) the CMA has decided that the Transaction or the part of the Transaction that is subject to a phase 2 procedure can be implemented pursuant to section 36 of the EA, or (ii) a public interest intervention notice has been issued and it was subsequently decided that no reliance would be placed on section 45 para. 6 of the EA or (iii) in the event that the Secretary of State places reliance on section 45 of the EA, it was subsequently decided pursuant to section 54 para. 2 of the EA that the Transaction may be implemented; and either the period set out in rule 25 para. 1 of the Competition Appeal Tribunal Rules 2015 for applications by any party other than E.ON pursuant to section 120 para. 1 of the EA for the review of a decision in relation to the Transaction has expired without such an application having been made or, if such an application has been made, the Competition Appeal Tribunal rejected the application No injunctions or court decisions (i) (ii) (iii) Between the publication of this Offer Document and the time of the expiry of the Acceptance Period, no court or authority has issued any administrative act, injunction (einstweilige Verfügung) or order which is still in force at the time of the expiry of the Acceptance Period or continues to be in force and would prohibit the completion of the Takeover Offer or render it unlawful. Between the publication of this Offer Document and the time of the fulfilment of with the exception of this Section (ii) the last unfulfilled Completion Condition, there is no decision by a German court which would prohibit the completion of the Takeover Offer and/or the transfer of the Sold innogy Shares or render it/them unlawful on the basis of the Holzmüller/Gelatine judgments of the Federal Court of Justice without a decision by E.ON s general meeting approving thereof. Between the publication of this Offer Document and the time of the fulfilment of with the exception of this Section (iii) the last unfulfilled Completion Condition, there is no decision by a German court which would prohibit the transfer of the Sold innogy Shares by RWE DB or render it unlawful on the basis of the Holzmüller/Gelatine judgments of the Federal Court of Justice without a decision by RWE s general meeting approving thereof. A decision within the meaning of this Section (ii) and (iii) means any decision passed by a German court on the basis of the Holzmüller/Gelatine judgments of the Federal Court of Justice (cf. Federal Court of Justice, judgment of 25 February 1982 II ZR 174/80 (Holzmüller) and Federal Court of Justice, judgment of 26 April 2004 II ZR 155/02 (Gelatine)) prohibiting the completion of the Takeover Offer or the transfer of the Sold innogy Shares without an approving decision by the general meeting of E.ON or RWE No insolvency of innogy SE Between the publication of this Offer Document and the time of the expiry of the Acceptance Period, innogy SE has not published any ad-hoc announcement pursuant to article 17 of the Market Abuse Regulation according to which (i) the assets of innogy SE have become subject to insolvency proceedings, or 52

57 (ii) (iii) the opening of insolvency proceedings has been applied for by innogy SE s management board, or there is any reason which would require a petition for commencement of insolvency proceedings No material adverse change with respect to innogy SE Between the publication of this Offer Document and the time of the expiry of the Acceptance Period, no change, event, circumstance, compliance violation or development has occurred that would have resulted in, or would reasonably be expected by the Independent Auditor (as defined in Section ) to result in, individually or in the aggregate, (i) (ii) a recurring (for at least two consecutive financial years) negative effect on the annual EBITDA with respect to the grid & infrastructure and retail business areas of the innogy Group in each of the 2018 and 2019 financial years or the 2019 and 2020 financial years in excess of EUR 350 million in each case, or a one-time negative effect on the annual EBITDA with respect to the grid & infrastructure and retail business areas of the innogy Group in excess of EUR 700 million in any of the 2018, 2019 or 2020 financial years ( innogy MAC ). According to the more detailed specifications of Section , in order to determine whether an innogy MAC has occurred, only the expert opinion of the Independent Auditor will be decisive. For the purposes of this Section , EBITDA means: Revenues + other operating income (excl. (unrealised) gains on derivatives) - cost of materials - staff costs - other operating expenses (excl. (unrealised) losses on derivatives) +/- income from investments accounted for using the equity method +/- other income from investments No capital or similar measures by innogy SE Between the publication of this Offer Document and the time of the expiry of the Acceptance Period, (i) (ii) (iii) innogy SE has not carried out a capital increase or capital decrease; or the general meeting of innogy SE has not resolved to effect a split or consolidation of its shares; or the general meeting of innogy SE has not resolved any amendment to the statutes of innogy SE which would result in an increase of the majority requirements for resolutions of the general meeting, and innogy SE s management board has not passed resolutions with respect to a capital 53

58 increase using existing authorised capital to which the supervisory board has given its consent, or (iv) innogy SE s management board has not resolved on a formal share buyback programme (except in the context of existing employee and pension schemes) and published such programme on the internet at Investor Relations/share buy-back No divestments of material assets Between the publication of this Offer Document and the time of the expiry of the Acceptance Period, (i) (ii) neither innogy SE nor its Subsidiaries have sold any material assets of the grid & infrastructure and retail business segments of an aggregate amount or value exceeding EUR 150 million each or EUR 450 million in total to one or more third parties or otherwise disposed of such assets, including by way of a merger or any other form of conversion, a takeover, a sale of material parts of the business, a business combination or a similar transaction, neither the target nor its Subsidiaries have assumed any obligation to carry out any of the activities described in Section (i) above. According to the more detailed specifications of Section , in order to determine whether a material divestment within the meaning of Section ( Material Divestment ) has occurred, only the expert opinion of the Independent Auditor (as defined in Section ) will be decisive. The grid & infrastructure and retail business segments expressly do not comprise the renewables business segment, the UK retail business, real estate or the sale of the Czech gas business to RWE Independent Auditor In order to determine whether an innogy MAC pursuant to Section or a Material Divestment pursuant to Section has occurred, only the expert opinion of the Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (auditing firm), Graf- Adolf-Platz 15, Düsseldorf, as independent expert (the Independent Auditor ) will be decisive. An innogy MAC or a Material Divestment will only be deemed to have occurred if, by no later than the date prior to the publication of the results of the Takeover Offer pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act, (i) the Independent Auditor has, following a careful evaluation using the due and careful consideration of a diligent professional, delivered an opinion that an innogy MAC or a Material Divestment has occurred and (ii) the Bidder has published the receipt and the findings of the evaluation. Otherwise, the Completion Condition under Section and under Section , respectively, will be deemed fulfilled. Only upon the request of the Bidder, the Independent Auditor will undertake an evaluation as to whether an innogy MAC or a Material Divestment has occurred. In addition, the Independent Auditor will carry out its evaluation without undue delay. The opinion of the Independent Auditor is binding on, and nonappealable by, the Bidder and the innogy Shareholders and will, without undue delay, be published by the Bidder in the German Federal Gazette and dgap-corporate news and under with reference to the Takeover Offer. The Bidder will bear the costs of the Independent Auditor. 54

59 13.2 Waiver of Completion Conditions The Bidder reserves the right to waive in whole or in part one, several or all of the Completion Conditions until one working day prior to the expiry of the Acceptance Period. Completion Conditions which the Bidder has previously validly waived will be deemed to have been fulfilled for the purposes of this Takeover Offer. In the event of a waiver of Completion Conditions within the last two weeks prior to the expiry of the Acceptance Period specified in Section 5.1, the Acceptance Period will be extended by two weeks pursuant to section 21 para. 5 of the German Takeover Act (i.e. until 20 July 2018, hrs (local time in Frankfurt am Main, Germany)). It will not be possible to waive any Completion Conditions after the expiry of the Acceptance Period Non-fulfilment of Completion Conditions If (i) one or several of the Completion Conditions have not been fulfilled and (ii) the Bidder has not validly waived the relevant Completion Condition pursuant to section 21 para. 1 sentence 1 no. 4 of the German Takeover Act at least one working day prior to the expiry of the Acceptance Period and prior to the non-fulfilment of the relevant Completion Condition, the Takeover Offer will lapse. In this case, the agreements which came into existence as a result of accepting the Takeover Offer will not be completed and will lapse (condition subsequent). innogy Shares already tendered will be retransferred. Accordingly, the Custodian Banks will have to arrange for the Tendered innogy Shares to be re-booked into ISIN DE000A2AADD2 without undue delay, but at the latest within five Banking Days after announcement of the lapse of the Takeover Offer. The reversal is free of costs and expenses of Custodian Banks in accordance with Section Publication of the fulfilment or non-fulfilment of the Completion Conditions If (i) a Completion Condition has been fulfilled, (ii) a Completion Condition has been waived by the Bidder, (iii) all Completion Conditions have been fulfilled, to the extent they have not been waived, or (iv) the Takeover Offer will not be completed, the Bidder will publish this fact without undue delay on the internet at (in German and English languages) and in the German Federal Gazette (in German language). 14 Financing of the Takeover Offer; cash confirmation 14.1 Maximum Consideration Amount On the date of publication of the Offer Document, 555,555,000 innogy Shares have been issued. If the Takeover Offer was accepted by all innogy Shareholders, the Bidder would have to bear a financing need, based on the Offer Consideration in the amount of EUR 36.76, in the amount of EUR 20,422,201,800 and, based on the Total Offer Value in the amount of EUR 38.40, a maximum financing need of EUR 21,333,312,00 ( Maximum Consideration Amount ). Furthermore, transaction costs in the amount of max. EUR 105,000,000 ( Transaction Costs ) will be incurred in connection with the preparation and implementation of the Takeover Offer. Therefore, based on the Maximum Consideration Amount and the Transaction Costs, the maximum total to be paid is EUR 21,438,312,

60 14.2 Qualified Non-Tender Agreement and Securities Account Blockage Agreement On 4 April 2018, RWE DB and the Bidder entered into a qualified non-tender agreement under which RWE DB has irrevocably and unconditionally undertaken (i) not to tender, either in whole or part, the 426,624,685 innogy Shares held by it (corresponding to a percentage of approx %) into the Takeover Offer and (ii) not to sell, transfer or otherwise dispose of any of the innogy Shares held by it other than by way of the transfer agreed under the Share Purchase and Transaction Agreement, nor to assign any of the shareholder rights associated with these innogy Shares (the Qualified Non-Tender Agreement ). In the event that RWE DB, acting contrary to any of the aforementioned obligations under the Qualified Non-Tender Agreement, tenders any innogy Shares into the Takeover Offer, RWE DB has, in addition, irrevocably and unconditionally undertaken to pay the Bidder a contractual penalty which is due and payable at the time when the Offer Consideration falls due. The amount will correspond to the number of innogy Shares tendered into the Takeover Offer contrary to the Qualified Non-Tender Agreement, multiplied by the Offer Consideration for each innogy Share. Furthermore, RWE DB and the Bidder have agreed that any claim for the Offer Consideration in exchange for innogy Shares tendered into the Takeover Offer contrary to what has been agreed under the Qualified Non-Tender Agreement to which RWE DB might be entitled will be set off against any Bidder s claim for payment of the contractual penalty. RWE DB and the Bidder further agreed under a waiver agreement on the waiver concerning the aforementioned mutual claims, in the event that RWE DB, contrary to what has been agreed under the Qualified Non-Tender Agreement, has tendered any innogy Shares into the Takeover Offer and the set-off described above is invalid or unenforceable for any reason. In order to ensure that RWE DB will not be able to accept the Takeover Offer, RWE DB, in addition, has entered into an agreement with the Bidder and the depositary of RWE DB on 4 April 2018 under which RWE DB irrevocably and unconditionally instructed its depositary (i) not to transfer any of the innogy Shares held by RWE DB from its securities account to any other securities account maintained by RWE DB or any third party, (ii) not to deliver any innogy Share held by RWE DB to RWE DB or any third party, (iii) not to execute any orders to sell or transfer any of the innogy Shares held by RWE DB and (iv) not to support or carry out in any way a transfer or other disposition of the innogy Shares held by RWE DB (the Securities Account Blockage Agreement ). The depositary has undertaken vis-à-vis the Bidder not to carry out, or support, any transaction contrary to the above obligations under the Securities Account Blockage Agreement. As a result of the Qualified Non-Tender Agreement and the Securities Account Blockage Agreement having been entered into, the Bidder assumes that no Offer Consideration will have to be paid in exchange for the 426,624,685 innogy Shares held by RWE DB. Therefore, the remaining number of innogy Shares held by innogy Shareholders that might potentially accept the Takeover Offer is only 128,930,315. The Offer Consideration that would have to be paid if all these innogy Shares were tendered into the Takeover Offer would be EUR 4,739,478,379.40, based on the Offer Consideration in the amount of EUR per innogy Share, or EUR 4,950,924,096, based on the Total Offer Value in the amount of EUR per innogy Share. Therefore, the total costs incurred for acquiring these innogy Shares, including the Transaction Costs of the Takeover Offer in the amount of max. EUR 105,000,000, will amount to approx. EUR 5,055,924,096 in case of the Total Offer Value in the amount of EUR per innogy Share (the Potential Offer Costs ). 56

61 14.3 Financing measures Prior to the Offer Document s publication, the Bidder has taken all measures necessary to ensure that it has at its disposal the financial means necessary to fulfil the Takeover Offer in full at the time when the claims for the Offer Consideration fall due. To that end, the Bidder entered into a syndicated facility agreement with BNP Paribas Fortis SA/NV, having its seat in Brussels, Belgium, as mandated lead arranger and bookrunner, BNP Paribas, having its seat in Paris, France, as agent and BNP Paribas, having its seat in Paris, France, and BNP Paribas Fortis SA/NV, having its seat in Brussels, Belgium, as lenders as well as E.ON as guarantor on 6 April 2018 (the Facility Agreement ). It is intendend that the loan commitments made under the Facility Agreement will be syndicated to a syndicate of national and international banks in the course of the next weeks. Under the Facility Agreement, the Bidder will be able to draw down loans of up to EUR 5,000,000,000, inter alia for the purpose of fulfilling all of the Bidder s payment obligations under or in connection with the Takeover Offer ( Facility ). The Facility is divided into two tranches. The first tranche in the amount of EUR 3 billion has an initial term of 18 months, starting nine months after the conclusion of the Facility Agreement or if this occurs first upon completion of the Takeover Offer, and may unilaterally be extended twice by the Bidder by six months in each case. The interest payable on this tranche consists of a margin of initially 0.40% plus EURIBOR for the relevant interest period. The second tranche in the amount of EUR 2 billion has a term of five years from the conclusion of the Facility Agreement. The interest payable on this tranche consists of a margin of 0.80% plus EURIBOR for the relevant interest period. If EURIBOR is negative, the interest payable on each of the two tranches will be the relevant margin. In the event of credit rating changes, mark-ups or mark-downs on the margin have been agreed for both tranches. The margin applicable to the EUR 3 billion tranche will, at regular intervals, be increased depending on the time that elapses from the conclusion of the Facility Agreement to the full termination of the tranche. The agreed terms make sure that the Bidder may request disbursement of the Facility until the Bidder s obligations under the Takeover Offer have been fully fulfilled. The Bidder may make a drawdown on the Facility if the documentary conditions precedent to drawdown set out in the Facility Agreement have been met, if there is no major default and if material confirmations and representations of E.ON and the Bidder, respectively, vis-à-vis the lenders are essentially correct. The Bidder has no reason to believe that these prerequisites will not be met. In addition, by letter dated 6 April 2018 E.ON has undertaken without third parties being able to derive any claims from this vis-à-vis the Bidder to make available to the Bidder financial means required for the completion of the Takeover Offer (including the Transaction Costs of the Takeover Offer) in the amount of up to EUR 400,000,000. The details of this financing have not been determined yet. As at 31 December 2017, the E.ON Group had liquid funds in the amount of EUR billion. Consequently, in the event that all innogy Shareholders other than RWE DB accept the Takeover Offer, the Bidder s financial means will suffice to meet the claims for the Offer Consideration in due time. With regard to the 426,624,685 innogy Shares held by RWE DB, in the event that RWE DB breaches its contractual obligations under the Qualified Non-Tender Agreement, the Bidder will be entitled to a claim for payment of a contractual penalty in the amount of the Offer Consideration for each innogy Share tendered or sold to third parties contrary to what has 57

62 been agreed. This contractual penalty would fall due at the time when the claim for the consideration under the offer falls due and would automatically be set off against the relevant claim for payment of the Offer Consideration, so that, as a result of this set-off, the mutual claims would lapse in full. Furthermore, RWE DB unconditionally and irrevocably instructed the depositary not to transfer, without the Bidder s consent, any innogy Shares held by it in a securities account maintained to any other securities account and not to co-operate in effecting any other changes to rights in rem regarding the innogy Shares held by RWE DB. Consequently, the Bidder has taken all measures necessary to ensure that it has at its disposal sufficient means to meet an amount at least equal to the Potential Offer Costs at the time when the claim for the Offer Consideration falls due Cash confirmation BNP Paribas S.A., Niederlassung Deutschland, having its seat in Frankfurt am Main, an investment services enterprise independent of the Bidder, has provided a confirmation pursuant to section 13 para. 1 sentence 2 of the German Takeover Act that the Bidder has taken all measures necessary to ensure that it has at its disposal the necessary means to fully perform the aforementioned Takeover Offer at the time the claim for the Offer Consideration will be due. This cash confirmation dated 26 April 2018 is attached to this Offer Document as Annex Expected effects of the completion of the Takeover Offer on the net assets, financial position and results of operations of the Bidder and of E.ON as the ultimate holding company of the E.ON Group The information on the Bidder and E.ON and opinions and forward-looking statements contained in this Section 15 are based on the assumption that there will be a close temporal connection between the Bidder s acquisition of (i) all currently issued innogy Shares less the Sold innogy Shares, i.e. 128,930,315 innogy Shares in total, on the basis of this Takeover Offer and (ii) the Sold innogy Shares from RWE DB on the basis of the Share Purchase and Transaction Agreement. Further assumptions are summarised in Section The financial information contained in this Section 15 was exclusively prepared for the purpose of complying with the statutory obligations under the German Takeover Act in connection with this Takeover Offer. It is pointed out that the effects of the acquisition of the innogy Shares on the future net assets, financial position and results of operations of the Bidder and of E.ON cannot yet be precisely forecasted. The information set out below is based on preliminary and unaudited assessments of the Bidder, which may deviate from the actual financial results of the Bidder and of E.ON. On the basis of the financial information set out, no conclusions can be drawn as to the future financial risks or the future results following completion of the Transaction. The following descriptions and the underlying assumptions were neither audited by auditors nor examined in the context of a review (prüferische Durchsicht) Initial situation and assumptions The information contained in this Section 15 is based on the following initial situation: (i) From the date of its incorporation on 16 October 2014 to the date of publication of this Offer Document, the Bidder did not carry out any business activities with the exception of the activities in connection with its incorporation and the transactions described in this Offer Document. 58

63 (ii) (iii) The purchase price pursuant to the Share Purchase and Transaction Agreement and the Offer Consideration amount to EUR per innogy Share. At the relevant balance sheet date (31 December 2017), the Bidder did not hold any innogy Shares. In addition, the information contained in this Section 15 is, in particular, based on the following assumptions: (iv) (v) (vi) (vii) (viii) (ix) (x) Exclusively for the purpose of describing the effects on the net assets, financial position and results of operations of the Bidder and E.ON, it is assumed below that the Bidder will acquire all of the 128,930,315 innogy Shares held by shareholders other than RWE DB at an Offer Consideration of EUR per innogy Share. This will result in an arithmetical total purchase price for the voluntary public Takeover Offer of EUR 4,739,478, The general meeting of innogy SE has resolved to pay a dividend of EUR 1.60 per innogy Share for the 2017 Financial Year and will resolve to pay a dividend of EUR 1.64 per innogy Share for the 2018 Financial Year. The completion of the Takeover Offer and the acquisition of the Sold innogy Shares occur after the date on which innogy SE s general meeting resolving on the appropriation of profits for the 2018 Financial Year is held. Therefore, the aforementioned dividends for the 2017 Financial Year and 2018 Financial Year have been distributed by innogy SE. The acquisition of the Sold innogy Shares and the completion of the Takeover Offer take place on the same day. The same applies to the implementation of the capital increase based on authorised capital by means of which RWE will acquire approx % of the E.ON Shares, the adjustment payment of EUR 1.5 billion to be made by RWE to E.ON and the transfer of the E.ON Stakes in Nuclear Power Plants. In this context, the completion of the Takeover Offer is the final step taken on that day. The innogy Shares acquired in the course of the capital increase will be contributed to the Bidder. The transfer of the E.ON Renewables Business and the innogy Transfer Business to RWE, however, has not been made yet. The Transaction Costs amount to EUR 105 million. For the purposes of this description, the total amount of the Transaction Costs was recognised as an expense. The payment of the Offer Consideration is financed by a corresponding drawdown under the Facility Agreement concluded with BNP Paribas Fortis NV/SA on 6 April 2018 (cf. Section 14.3). The drawdown is made by the Bidder. It is assumed that the Bidder fully finances the costs of the Takeover Offer and all costs incurred in connection with the Transaction in the amount of EUR 4,844,478, in total by means of this credit facility. The anticipated interest cost associated with the Facility in the amount of approx. EUR 40 million annually, will only be incurred after the completion of the Takeover Offer and is therefore not included in the description in Sections and The Bidder s share capital was fully paid in before 31 December 2017; the Bidder s equity amounted to EUR 118,000 as of 31 December

64 15.2 Methodology and reservations In order to assess the expected effects of the Takeover Offer s completion on the net assets, financial position and results of operations of the Bidder and of E.ON as the ultimate holding company of the E.ON Group, the Bidder has made a preliminary and unaudited assessment of the net assets, financial position and results of operations of the Bidder and of E.ON as the ultimate holding company of the E.ON Group, which would have resulted, in the case of the Bidder, on the basis of the accounting provisions of the German Commercial Code (Handelsgesetzbuch HGB) ( German Commercial Code ) and, in the case of E.ON as the ultimate holding company of the E.ON Group, on the basis of the accounting provisions of the IFRS, in each case taking into account the special provisions of the German Stock Corporation Act, in the event of the completion of the Transaction (i.e. acceptance of the Takeover Offer in full and acquisition of the Sold innogy Shares under the Share Purchase and Transaction Agreement) on 31 December Below, based on the initial situation and assumptions set out in Section 15.1, this preliminary and unaudited assessment of the Bidder s net assets, financial position and results of operations will be compared to the Bidder s (unaudited) financial statements as at 31 December 2017 (cf. Section 15.3), and the net assets, financial position and results of operations of E.ON as the ultimate holding company of the E.ON Group will be compared to E.ON s audited consolidated financial statements as at 31 December Irrespective of the above, it should be noted that the effects of such Transaction on the future net assets, financial position and results of operations of the Bidder and of the E.ON Group cannot be accurately predicted today. The reasons for this include without limitation: (i) (ii) The exact amount of the costs which the Bidder and E.ON have to pay in connection with the Transaction (including Transaction Costs) can only be definitely determined once the Takeover Offer and the Share Purchase and Transaction Agreement are completed. The transfers of the E.ON Renewables Business and the innogy Transfer Business, which are intended to be effected in the further course of the Overall Transaction, have not been taken into account in the description of the consolidated net assets and financial position. These transfers are only effected after the completion of the Transaction. It is against this backdrop that the difference between the total purchase price and the innogy Group s equity has been recorded as a non-current asset. It is only possible to allocate the purchase price to the individual assets and liabilities after the completion of the Takeover Offer and the subsequent transfers. (iii) (iv) Even though the Bidder, E.ON and innogy SE prepare their accounts in accordance with accepted accounting principles, their respective financial statements are based on different accounting procedures, principles, methods and policies. The Bidder is currently unable to quantify the effects of the differences. Accordingly, these effects have not been taken into account in the description. For the purpose of simplification, tax effects on the Bidder and E.ON have not been taken into account. The effects of the Transaction on tax losses carried forward and related deferred tax assets of innogy SE have not been taken into account, since the Bidder does not have the detailed knowledge of innogy SE s tax situation that is required for this purpose. 60

65 15.3 Expected effects on the Bidder s individual financial statements Expected effects on the Bidder s balance sheet as at 31 December 2017 According to the assessment of the Bidder, the Transaction is expected to have the following main effects on the net assets and financial position of the Bidder (on the basis of the accounting provisions of the German Commercial Code and the special provisions of the German Stock Corporation Act): TEUR unaudited unaudited unaudited unaudited unaudited Bidder prior to the Transaction Change resulting from the acquisition of Sold innogy Shares and the injection of debt capital Following the acquisition of Sold innogy Shares and the injection of debt capital Change resulting from the completion of the Takeover Offer Bidder following the Transaction ASSETS Financial assets 0 15,682,723 15,682,723 4,739,478 20,422,201 Liquid funds 118 4,844,478 4,844,596-4,844, Total assets ,527,201 20,527, ,000 20,422,319 EQUITY AND LIABILITIES Equity 118 9,326,723 9,326, ,000 9,221,841 Liabilities 0 4,844,478 4,844, ,844,478 Other items on the liabilities side Total equity and liabilities 0 6,356,000 6,356, ,356, ,527,201 20,527, ,000 20,422,319 This means: (i) (ii) Through the acquisition of the Sold innogy Shares and the drawdown under the Facility Agreement, the financial assets of the Bidder will be increased from TEUR 0 by TEUR 15,682,723 to TEUR 15,682,723. Through the completion of the Takeover Offer, the financial assets of the Bidder will be increased furthermore from TEUR 15,682,723 by TEUR 4,739,478 to TEUR 20,422,201. After the completion of the Transaction, the Bidder will have 555,555,000 innogy Shares the acquisition costs of which amount to EUR per innogy Share. Through the acquisition of the Sold innogy Shares and the drawdown under the Facility Agreement, the liquid funds of the Bidder will be increased from TEUR 118 by TEUR 4,844,478 to TEUR 4,844,596. Through the completion of the Takeover Offer, the liquid funds of the Bidder will be reduced again from TEUR 4,844,596 by TEUR 4,844,478 to TEUR 118. Ultimately, the liquid funds of the Bidder will not be changed by the Transaction as the offer costs will be fully financed using the existing credit facilitiy. There are no plans to raise debt financing beyond the offer costs and related Transaction Costs. 61

66 (iii) (iv) (v) After the acquisition of the Sold innogy Shares and the drawdown under the Facility Agreement, the equity of the Bidder will be increased from TEUR 118 by TEUR 9,326,723 to TEUR 9,326,841. This increase in equity shown in the balance sheet results from additions of innogy Shares into the reserves of the Bidder by the parent company E.ON, which E.ON has received in the course of the E.ON Capital Increase and which are recognised in the balance sheet in connection of the transfer of the E.ON Transfer Assets to RWE, respectively. Through the completion of the Takeover Offer, the equity of the Bidder will be reduced from TEUR 9,326,841 by TEUR 105,000 to TEUR 9,221,841. The reduction in equity by TEUR 105,000 is due to the Transaction Costs in the same amount, which are recognised as expense in accordance with the assumption in Section 15.1(viii). Through the drawdown under the Facility Agreement in the according volume, the liabilities of the Bidder will be increased from EUR 0 by TEUR 4,844,478 to TEUR 4,844,478. Through the acquisition of the Sold innogy Shares, the other items on the liabilities side, exclusively relating to the Bidder s obligation to hand over the innogy Transfer Business to RWE, will be increased from EUR 0 by TEUR 6,356,000 to TEUR 6,356,000. In accordance with the assumption made in Section 15.1(vii), the innogy Transfer Business has not been transferred to RWE yet at the time of the completion of the Takeover Offer Expected effects on the Bidder s future results of operations The Bidder s future income will primarily be comprised of income from its shareholding in innogy SE. The amount of this future income is uncertain. According to the assumption made in Section 15.1(v), which reflects the expectation of the Bidder, innogy SE s general meeting has resolved to pay a dividend of EUR 1.60 for the 2017 Financial Year and will resolve to pay a dividend of EUR 1.64 per innogy Share for the 2018 Financial Year. It is assumed that the dividends will be paid prior to the completion of the Takeover Offer and that they will therefore not inure to the benefit of the Bidder. Nevertheless, the dividends for the 2017 Financial Year and the 2018 Financial Year determine the Bidder s expectations with respect to future dividend payments in corresponding dimensions. The Bidder s future expenses will be comprised of interest payments made in relation to the bank facility in the amount of approx. TEUR 4,844,478 and are anticipated to amount to TEUR 40,000 per year. 62

67 15.4 Expected effects on E.ON s consolidated financial statements Expected effects on E.ON s consolidated balance sheet as at 31 December 2017 (simplified) According to the assessment of the Bidder, the Transaction is expected to have the following main effects on the net assets and financial position of E.ON (on the basis of IFRS and the special provisions of the German Stock Corporation Act): In million Euros audited audited unaudited unaudited Consolidated balance sheet of E.ON as at 31 December 2017 Consolidated balance sheet of innogy SE as at 31 December 2017 Arithmetical changes resulting from the Transaction Consolidated balance sheet of E.ON following the Transaction ASSETS Non-current assets 40,164 36,502 9,087 85,753 Liquid funds 5,160 3,324 1,500 9,984 Assets held for sale 3, ,301 Other current assets 7,325 6, ,313 Total assets 55,950 46,814 10, ,351 EQUITY AND LIABILITIES Equity 6,708 11,252-7,654 10,306 Financial liabilities 13,021 17,256 4,844 35,121 Non-cash contribution obligation ,180 14,180 Provisions 20,042 7, ,493 Liabilities associated with assets held for sale Other items on the liabilities side Total equity and liabilities ,047 11, ,119 55,950 46,814 10, ,351 This means: (i) (ii) The non-current assets of the E.ON Group will be increased through the completion of the Transaction from EUR 40,164 million by EUR 45,589 million to EUR 85,753 million. The increase primarily results from the corresponding item shown on the innogy Group s balance sheet. In addition, for the purpose of simplification, the difference between the total purchase price and the innogy Group s equity is taken into account in this item. The liquid funds of the E.ON Group will be increased through the completion of the Transaction from EUR 5,160 million by EUR 4,824 million to EUR 9,984 million. This change is equivalent to the increase by the 63

68 corresponding item of the innogy Group and the cash payment of EUR 1,500 million to be made by RWE. (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) The assets held for sale of the E.ON Group of EUR 3,301 million exclusively relate to the E.ON Group and will not chang through the completion of the Transaction. Other current assets of the E.ON Group will be increased through the completion of the Transaction from EUR 7,325 million by EUR 6,988 million to EUR 14,313 million. This change is equivalent to the increase by the corresponding item of the innogy Group. Equity of the E.ON Group will be increased through the completion of the Transaction from EUR 6,708 million by EUR 3,598 million to EUR 10,306 million and takes into account the implementation of the E.ON Capital Increase and the Transaction Costs of EUR 105 million. In the context of the capital increase, only RWE DB subscribed for E.ON Shares and contributed a total of 100,714,051 innogy Shares in return. The financial liabilities of the E.ON Group will be increased through the completion of the Transaction from EUR 13,021 million by EUR 22,100 million to EUR 35,121 million. This change is equivalent to the increase by the corresponding item of the innogy Group, the financing of the offer price on which the Takeover Offer is based and the financing of the Transaction Costs. The non-cash contribution obligation of the E.ON Group will be increased through the completion of the Transaction from EUR 0 by EUR 14,180 million to EUR 14,180 million. This amount is based on E.ON s obligation to transfer the E.ON Renewables Business and the innogy Transfer Business to RWE. Pursuant to the contractual agreement and the structuring of the new E.ON Shares issued to RWE and RWE DB, respectively, it is E.ON that is entitled to the dividends for the 2017 and 2018 Financial Years as a result of the acquired shareholding in E.ON by RWE and RWE DB, respectively, and therefore such dividends have to be taken into account as a deduction from this item. The aggregate amount of the provisions of the E.ON Group will be increased through the completion of the Transaction from EUR 20,042 million by EUR 6,451 million to EUR 26,493 million. This change is largely equivalent to the increase by the corresponding items of the innogy Group. The obligations associated with the transfer of the E.ON Stakes in Nuclear Power Plants, which, in economic terms, are attributable to the nuclear fuel cycle, have been taken into account as a deduction. The liabilities associated with assets held for sale of the E.ON Group of EUR 132 million exclusively relate to the E.ON Group and will not change through the completion of the Transaction. Other liabilities of the E.ON Group will be increased through the completion of the Transaction from EUR 16,047 million by EUR 11,072 million to EUR 27,119 million. This change is equivalent to the increase by the corresponding item of the innogy Group. 64

69 Expected effects on E.ON s consolidated income statement for the 2017 Financial Year According to the assessment of the Bidder, the Transaction is expected to have the following main effects on the results of operations of E.ON (on the basis of IFRS and the special provisions of the German Stock Corporation Act): In million Euros audited audited unaudited unaudited E.ON s consolidated income statement for the 2017 Financial Year Innogy SE s consolidated income statement for the 2017 Financial Year Arithmetical changes resulting from the Transaction E.ON s consolidated income statement after the Transaction Revenues 37,965 41, ,084 Adjusted EBITDA 4,955 4, ,284 Adjusted EBIT 3,074 2, ,888 Consolidated net income 1 3, ,596 1 Based on the figures reported in accordance with IFRS. This means: (i) (ii) (iii) (iv) Revenues of the E.ON Group will be increased through the completion of the Transaction from EUR 37,965 million by EUR 41,119 million to EUR 79,084 million. Adjusted EBITDA of the E.ON Group will be increased through the completion of the Transaction from EUR 4,955 million by EUR 4,329 million to EUR 9,284 million. This item reflects, like the other earnings figures, the cessation of earnings generated from the E.ON Stakes in Nuclear Power Plants. Adjusted EBIT of the E.ON Group will be increased through the completion of the Transaction from EUR 3,074 million by EUR 2,814 million to EUR 5,888 million. Consolidated net income of the E.ON Group will be increased, primarily due to innogy SE s consolidated net income, from EUR 3,925 million by EUR 671 million to EUR 4,596 million. In addition to the cessation of the earnings generated from the E.ON Stakes in Nuclear Power Plants, the consolidated net income of EUR 4,596 million also reflects the Transaction costs in the amount of EUR 105 million. 16 Rights of withdrawal 16.1 Prerequisites innogy Shareholders that have accepted the Takeover Offer have the following statutory rights of withdrawal: (i) In the event that the Takeover Offer is amended pursuant to section 21 para. 1 of the German Takeover Act, innogy Shareholders may, at any time until the expiry of the Acceptance Period, withdraw from the agreements formed as a result of the 65

70 acceptance of the Takeover Offer if and to the extent that they have accepted the Takeover Offer prior to such amendment of the Takeover Offer being published (section 21 para. 4 of the German Takeover Act). (ii) (iii) In the event that any third party submits a Competing Offer for innogy Shares pursuant to section 22 para. 1 of the German Takeover Act, innogy Shareholders may, at any time until the expiry of the Acceptance Period, withdraw from the agreements formed as a result of the acceptance of the Takeover Offer if and to the extent that they have accepted the Takeover Offer prior to the offer document relating to such Competing Offer being published (section 22 para. 3 of the German Takeover Act). In the event that trading in a sufficiently liquid market in Tendered innogy Shares is not deemed to be guaranteed, innogy Shareholders may, at any time from one year after the publication pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act, withdraw from the agreements formed as a result of the acceptance of the Takeover Offer. Trading in a liquid market in Tendered innogy Shares is deemed to be guaranteed if (a) at the time of the expiry of the Additional Acceptance Period and the publication pursuant to section 23 para. 1 sentence 1 no. 3 of the German Takeover Act, this Takeover Offer has been accepted for a number of innogy Shares equal to or greater than 38,888,850 and (b) a designated sponsor has been commissioned with regard to the Tendered innogy Shares. The Bidder will combine the publication pursuant to section 23 para. 1 no. 3 of the German Takeover Act with a notice pointing out the right of withdrawal possibly existing pursuant to Section 16.1(iii). In addition, the Bidder will, at its own expense, provide the Custodian Banks with a letter to be forwarded to the accepting innogy Shareholders pointing out the right pursuant to Section 16.1(iii). Once the Acceptance Period has expired, any rights of withdrawal pursuant to Section 16.1(i) and (ii) will cease to exist, so that it will no longer be possible to withdraw from the agreements formed as a result of the acceptance of the Takeover Offer. During the Additional Acceptance Period and the sell-out period no rights of withdrawal will apply, with the exception of the right of withdrawal possibly existing pursuant to Section 16.1(iii) Exercise of the right of withdrawal innogy Shareholders may exercise their right of withdrawal pursuant to Section 16.1 only by taking the following steps: (i) (ii) declaring their withdrawal vis-à-vis their Custodian Bank, in text form, in respect of a number of Tendered innogy Shares to be specified, and instructing their Custodian Bank to arrange for the corresponding number of Tendered innogy Shares held in their securities account in respect of which they have declared their withdrawal to be re-booked to ISIN DE000A2AADD2 at Clearstream. With regard to the possible exercise of the right of withdrawal pursuant to Section 16.1(i) or (ii), the declaration of withdrawal itself must be made in text form prior to the expiry of the Acceptance Period; with regard to the possible exercise of the right of withdrawal pursuant to Section 16.1(iii), the declaration of withdrawal itself must be made in text form until the fulfilment of the last unfulfilled Completion Condition (cf. Section 13.1). However, the 66

71 declaration of withdrawal will only become effective if the Tendered innogy Shares in respect of which withdrawal has been declared have been re-booked to ISIN DE000A2AADD2 by no later than on the second Banking Day at hrs (local time in Frankfurt am Main, Germany) after (a) the expiry of the Acceptance Period (with regard to Section 16.1(i) and (ii)) or (b) the fulfilment of the last unfulfilled Completion Condition (cf. Section 13.1) with regard to Section 16.1(iii). The Custodian Bank must, immediately after receipt of the declaration of withdrawal, ensure that this re-booking will be carried out. 17 Information for innogy Shareholders not accepting the Takeover Offer innogy Shareholders that do not intend to accept the Takeover Offer should consider the aspects set out below in particular: 17.1 Possible further reduction of the free float and liquidity of innogy Shares innogy Shares in respect of which this Takeover Offer is not accepted may still be traded on the Frankfurt Stock Exchange for as long as they remain listed. However, the current stock exchange price of innogy Shares is likely to be influenced by the fact that the Bidder published its decision to make this Takeover Offer on 12 March It is uncertain whether the stock exchange price of innogy Shares will remain at its previous level or whether it will increase or decrease after the Takeover Offer s completion. The Takeover Offer s completion is expected to result in a further reduction of the free float of innogy Shares. In light of this, it is expected that, after the Takeover Offer s completion, the supply and demand of innogy Shares will be lower than it is today and, as a result, the liquidity of innogy Shares will decrease. If liquidity of the market for innogy Shares is lower, this might result in greater fluctuations in the price of innogy Shares than in the past; consequently, it is possible that purchase and sell orders in respect of innogy Shares cannot be executed in the short term, if at all. innogy Shares are currently included in the MDAX, an index calculated by Deutsche Börse AG, which consists of 50 companies the shares of which are traded on the Frankfurt Stock Exchange. The Takeover Offer s completion, especially the expected further reduction of the free float of innogy Shares, may lead to innogy SE no longer being able to meet the criteria that must be met in order for innogy Shares to remain in the MDAX. This might result in innogy Shares being excluded from the MDAX; in such case, particularly institutional investors that retain the MDAX in their portfolios would be expected to refrain from acquiring further innogy Shares and to sell their existing innogy Shares. If, as a result, the supply of innogy Shares increases while the demand for innogy Shares decreases, this might adversely affect the stock exchange price of innogy Shares Possible segment change or delisting After the Takeover Offer s completion, or at any future date, the Bidder could, to the extent legally permissible and provided that the relevant prerequisites are met, cause innogy SE to request the delisting of innogy Shares from trading on the regulated market of the Frankfurt Stock Exchange and/or in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional obligations arising from admission (Prime Standard). In the case of a full delisting, a delisting purchase offer would have to be made to all minority innogy Shareholders to acquire the innogy Shares held by them in exchange for the granting of appropriate cash compensation within a particular period of time. The amount of appropriate cash compensation could be equal to that of the Offer Consideration, but could also be higher or lower. In case of a revocation of the admission to the sub-segment of the 67

72 regulated market of the Frankfurt Stock Exchange with additional obligations arising from admission (Prime Standard), the innogy Shareholders would no longer benefit from the more stringent reporting obligations of the Prime Standard segment Qualified majority of the Bidder at innogy SE s general meeting Once the Takeover Offer and the acquisition of the Sold innogy Shares under the Share Purchase and Transaction Agreement have been successfully completed, the Bidder will have the majority of voting rights required to resolve on important structural measures at the general meeting of innogy SE. This includes, for example electing and removing supervisory board members to be elected by the shareholders, amending the statutes, carrying out ordinary capital increases, creating conditional and authorised capital, excluding subscription rights of shareholders in relation to capital measures, effecting reorganisations, mergers and other measures under transformation law, as well as dissolution and liquidation. Under German law, only some of the aforementioned measures would require a takeover offer by the Bidder to the minority shareholders to acquire their shares in exchange for appropriate compensation, or to grant recurring compensation or a guaranteed dividend, in each case on the basis of a valuation of innogy SE. Since such a business valuation would have to be based on the circumstances existing at the time when the resolution on the relevant measure is passed at the general meeting of innogy SE, the consideration to be offered could be equal to the Offer Consideration, but could also be higher or lower. The implementation of some of these measures might also result in a delisting of innogy SE Domination and profit and loss transfer agreement Due to the Share Purchase and Transaction Agreement between E.ON, RWE, RWE DB and the Bidder, the Bidder is expected to hold, at the time when this Takeover Offer is completed, not less than approx % of the innogy Shares. Consequently, the Bidder will hold more than 75% of innogy SE s share capital represented at the general meeting and is able to, provided that the Bidder still believes that this is economically reasonable, enter into a domination and profit and loss transfer agreement pursuant to sections 291 et seq. of the German Stock Corporation Act with innogy SE as dominated company. Once a domination agreement became legally effective, the Bidder would be entitled to give binding instructions to innogy SE s management board with regard to the management of innogy SE and, thus, to exercise control over innogy SE s management. As a result of the conclusion of a profit and loss transfer agreement, the Bidder would be obliged to compensate any annual net losses that would be incurred by innogy SE if no profit and loss transfer agreement was in place and which would not be offset by any withdrawals from other revenue reserves created during the term of the domination and profit and loss transfer agreement. Conversely, innogy SE would be obliged to transfer to the Bidder (as dominating company) all annual net profits that would accrue without such transfer of profits, less any losses carried forward and any amounts appropriated to the legal reserves. Furthermore, a domination and profit and loss transfer agreement would have to provide, amongst other things, for an obligation of the Bidder to (i) acquire, at the minority innogy Shareholders request, the minority innogy Shareholders innogy Shares, against payment of appropriate cash compensation, and (ii) to compensate the remaining minority innogy Shareholders by paying annually recurring compensation. The amounts of cash compensation and annually recurring compensation would be calculated based on the circumstances existing at the time when innogy SE s general meeting passes the relevant resolution. The appropriateness of the amount of the cash compensation can be reviewed in a judicial appraisal procedure. The amount of appropriate compensation may be equal to that of dividends distributed to 68

73 shareholders by innogy SE in the past, but may also be higher or lower. The amount of appropriate cash compensation may be equal to that of the Offer Consideration, but may also be higher or lower Squeeze-out If, after the Takeover Offer s completion, the Bidder, directly or indirectly, holds the number of innogy Shares that a shareholder of a stock corporation must hold in order to be able to demand that the shares held by the minority shareholders be transferred to the principal shareholder in exchange for the granting of appropriate cash compensation be it by way of a squeeze-out under transformation law or under stock corporation law, the Bidder intends to take the measures necessary for such squeeze-out of the minority innogy Shareholders, provided that this is still economically reasonable; for details, see Section The implementation of a squeeze-out of the minority shareholders would result in a delisting of the innogy Shares on the Frankfurt Stock Exchange and on the Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart stock exchanges. Due to the provisions of the case law of the Federal Court of Justice, the Bidder regards it as not likely that the Bidder will reach the shareholding threshold necessary for the purposes of a squeeze-out under takeover law pursuant to section 39a of the German Takeover Act by the time of the expiry of the Additional Acceptance Period. Nonetheless, if, as a result of the Takeover Offer, the Bidder s shareholding of innogy Shares reaches or exceeds the threshold of 95%, the Bidder will be required to publish this fact on the internet at and in the German Federal Gazette pursuant to section 23 para. 1 sentence 1 no. 4 of the German Takeover Act. If the Bidder fails to comply with this obligation, the three-month-period for the exercise of the sell-out right (cf. Section 17.7) pursuant to section 39c sentence 2 of the German Takeover Act will only commence at the time when the publication obligation is complied with Shareholding in a new company If, following the completion of the Takeover Offer, innogy SE and E.ON are merged into a new company to be founded (cf. Section 9.5.3), innogy SE and E.ON would cease to exist as legal entities. The innogy Shareholders that have not accepted the Takeover Offer would, as shareholders of innogy SE as transferring entity, receive shares in the new company as acquiring entity. The value of the shareholding of the shareholders of innogy SE and of the shareholders of E.ON as further transferring entity in the newly formed company depends on their relative stake values to each other. The appropriateness of the stake in the new company can be reviewed in a judicial appraisal procedure. The value of the stake in the new company might be equal to the Offer Consideration for the innogy Shares, but might also be higher or lower Sell-out right If, as a result of the Takeover Offer, the Bidder reaches or exceeds the shareholding threshold of 95% of innogy SE s share capital, innogy Shareholders that did not accept the Takeover Offer will still be entitled to tender their innogy Shares to the Bidder within a period of three months after the expiry of the Acceptance Period (section 39c of the German Takeover Act in conjunction with section 39a of the German Takeover Act). In this case, the modalities of the exercise and settlement of the sell-out right would be published in the announcement pursuant to section 23 para. 1 sentence 1 no. 4 of the German Takeover Act (cf. Section 17.5). 69

74 18 Management board and supervisory board of innogy SE 18.1 Cash payments and valuable benefits for members of innogy SE s management board or innogy SE s supervisory board Neither members of innogy SE s management board nor members of innogy SE s supervisory board were granted, or given the prospect of, cash payments or other valuable benefits in connection with this Takeover Offer by the Bidder or any persons acting jointly with the Bidder within the meaning of section 2 para. 5 of the German Takeover Act. This does not include any payments to members of the management board or the supervisory board in exchange for any innogy Shares held by such members of the management board or the supervisory board which they will tender into the Takeover Offer, if applicable Reasoned statement Pursuant to section 27 para. 1 of the German Takeover Act both, the management board and the supervisory board of innogy SE are obliged to issue a reasoned statement with regard to the Takeover Offer and with regard to any amendments to the Takeover Offer. In accordance with section 27 para. 3 of the German Takeover Act, the management board and supervisory board of innogy SE are obliged to publish such reasoned statement pursuant to section 14 para. 3 sentence 1 of the German Takeover Act without undue delay after receipt of the Offer Document and any amendments thereto from the Bidder. 19 Advising banks and Central Settlement Agent Perella Weinberg Partners UK LLP and BNP Paribas S.A., Corporate Finance, advised the Bidder in relation to the preparation of this Takeover Offer. BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt am Main, acting in its capacity as Central Settlement Agent, will co-ordinate the technical implementation and settlement of the Takeover Offer. 20 Taxes The Bidder recommends that innogy Shareholders seek tax advice with regard to the tax consequences of accepting this Takeover Offer, in particular taking into account their personal financial circumstances, before accepting the Takeover Offer. 21 Results of the Takeover Offer and other publications The level of Declarations of Acceptance received will be published weekly during the Acceptance Period pursuant to section 23 para. 1 sentence 1 no. 1 of the German Takeover Act (i) on the internet at (in German and English languages) and (ii) (in German language) in the German Federal Gazette. During the last week of the Acceptance Period these publications will take place daily. The results of this Takeover Offer are expected to be published pursuant to section 23 para. 1 sentence 1 no. 2 of the German Takeover Act on the third Banking Day after the expiry of the Acceptance Period and pursuant to section 23 para. 1 sentence 1 no. 3 of the German Takeover Act on the third Banking Day after the expiry of the Additional Acceptance Period. Other declarations and announcements by the Bidder in connection with this Takeover Offer will be published (in German and English languages) on the internet at 70

75 and, to the extent required by law, in German language in the German Federal Gazette. 22 Governing law and place of jurisdiction This Takeover Offer and the agreements formed with the Bidder as a result of the acceptance of this Takeover Offer will be governed by German law. The exclusive place of jurisdiction for all legal disputes arising out of, or in connection with, this Takeover Offer (and any agreements formed as a result of the acceptance of this Takeover Offer) will, to the extent legally permissible, be. 23 Declaration of assumption of responsibility E.ON Verwaltungs SE having its seat in Düsseldorf, Germany, assumes responsibility for the contents of this Offer Document pursuant to section 11 para. 3 of the German Takeover Act and declares that, to the best of its knowledge, the information contained in this Offer Document is correct and no material facts have been omitted. 71

76 Essen, 26 April 2018 E.ON Verwaltungs SE [Signature] Dr Christoph Radke, Managing Director [Signature] Martin Höhler, Managing Director 72

77 Annex 1 Persons acting jointly with the Bidder (Subsidiaries of E.ON) Company/partnership "Veszprém-Kogeneráció" Energiatermelő Zrt. :agile accelerator GmbH :agile accelerator limited Alcamo II S.r.l. Amrum-Offshore West GmbH Anacacho Holdco, LLC Anacacho Wind Farm, LLC ANCO Sp. z o.o. AV Packaging GmbH Avacon AG Avacon Beteiligungen GmbH Avacon Hochdrucknetz GmbH Avacon Natur GmbH Avacon Netz GmbH Avon Energy Partners Holdings BAG Port 1 GmbH Bayernwerk AG Bayernwerk Energiedienstleistungen Licht GmbH Bayernwerk Energietechnik GmbH Bayernwerk Natur 1. Beteiligungs-GmbH Bayernwerk Natur GmbH Bayernwerk Netz GmbH Bayernwerk Portfolio GmbH & Co. KG Bayernwerk Portfolio Verwaltungs GmbH Beteiligung H1 GmbH Beteiligung H2 GmbH Beteiligung N1 GmbH Beteiligung N2 GmbH Beteiligungsgesellschaft e.disnatur mbh Bioenergie Merzig GmbH Bioerdgas Hallertau GmbH Bioerdgas Schwandorf GmbH Biogas Ducherow GmbH Biogas Steyerberg GmbH Biomasseverwertung Straubing GmbH Blackbeard Solar, LLC Blackbriar Battery, LLC Blackjack Creek Wind Farm, LLC BMV Energie Beteiligungs GmbH BO Baltic Offshore GmbH Seat, country Budapest, Hungary Düsseldorf, Germany Milan, Italy Düsseldorf, Germany Jarocin, Poland Munich, Germany Helmstedt, Germany Helmstedt, Germany Helmstedt, Germany Sarstedt, Germany Helmstedt, Germany Regensburg, Germany Regensburg, Germany Regensburg, Germany Regensburg, Germany Regensburg, Germany Unterschleißheim, Germany Regensburg, Germany Regensburg, Germany Regensburg, Germany Helmstedt, Germany Helmstedt, Germany Helmstedt, Germany Helmstedt, Germany Potsdam, Germany Merzig, Germany Wolnzach, Germany Schwandorf, Germany Ducherow, Germany Steyerberg, Germany Straubing, Germany Fürstenwalde/Spree, Germany Hamburg, Germany 73

78 Company/partnership Boiling Springs Wind Farm, LLC Broken Spoke Solar, LLC Bruenning's Breeze Holdco, LLC Bruenning's Breeze Wind Farm, LLC Brunnshög Energi AB Bursjöliden Vind AB Cameleon B.V. Camellia Solar LLC Camellia Solar Member LLC Cardinal Wind Farm, LLC Carnell Wind Farm, LLC Cattleman Wind Farm II, LLC Cattleman Wind Farm, LLC Celle-Uelzen Netz GmbH Celsium Serwis Sp. z o.o. Celsium Sp. z o.o. Champion WF Holdco, LLC Champion Wind Farm, LLC Charge-ON GmbH CHN Contractors Limited CHN Electrical Services Limited CHN Group Ltd CHN Special Projects Limited Citigen (London) Limited Clinton Wind, LLC Colbeck s Corner, LLC Colbeck's Corner Holdco, LLC Cordova Wind Farm, LLC DD Turkey Holdings S.à r.l. Delgaz Grid S.A. DOTTO MORCONE S.r.l. Drivango GmbH Dutchdelta Finance S.à r.l. E WIE EINFACH GmbH e.dialog Netz GmbH E.DIS AG E.DIS Netz GmbH e.discom Telekommunikation GmbH e.disnatur Erneuerbare Energien GmbH e.distherm Wärmedienstleistungen GmbH e.kundenservice Netz GmbH E.ON (Cross-Border) Pension Trustees Limited E.ON 4. Verwaltungs GmbH E.ON 5. Verwaltungs GmbH E.ON Agile Nordic AB Seat, country Malmö, Sweden Malmö, Sweden Rotterdam, Netherlands Celle, Germany Skarżysko-Kamienna, Poland Skarżysko-Kamienna, Poland Luxembourg, Luxembourg Târgu Mureş, Romania Milan, Italy Düsseldorf, Germany Luxembourg, Luxembourg Cologne, Germany Potsdam, Germany Fürstenwalde/Spree, Germany Fürstenwalde/Spree, Germany Rostock, Germany Potsdam, Germany Potsdam, Germany Hamburg, Germany Malmö, Sweden 74

79 Company/partnership E.ON Asset Management GmbH & Co. EEA KG E.ON Bayern Verwaltungs AG E.ON Beteiligungen GmbH E.ON Bioerdgas GmbH E.ON Biofor Sverige AB E.ON Business Services (UK) Limited E.ON Business Services Cluj S.R.L. E.ON Business Services Czech Republic s.r.o. E.ON Business Services GmbH E.ON Business Services Hungary Kft. E.ON Business Services Iași S.A. E.ON Business Services Italia S.r.l. E.ON Business Services Regensburg GmbH E.ON Business Services Slovakia spol. s.r.o. E.ON Business Services Sverige AB E.ON Carbon Sourcing North America LLC E.ON CDNE. S.p.A. E.ON Česká republika, s.r.o. E.ON Climate & Renewables Canada Ltd. E.ON Climate & Renewables France E.ON Climate & Renewables GmbH E.ON Climate & Renewables Italia S.r.l. E.ON Climate & Renewables Netherlands B.V. E.ON Climate & Renewables North America, LLC E.ON Climate & Renewables Services GmbH E.ON Climate & Renewables UK Biomass Limited E.ON Climate & Renewables UK Blyth Limited E.ON Climate & Renewables UK Developments Limited E.ON Climate & Renewables UK Humber Wind Limited E.ON Climate & Renewables UK Limited E.ON Climate & Renewables UK London Array Limited E.ON Climate & Renewables UK Offshore Wind Limited E.ON Climate & Renewables UK Operations Limited E.ON Climate & Renewables UK Robin Rigg East Limited E.ON Climate & Renewables UK Robin Rigg West Limited E.ON Climate & Renewables UK Wind Limited E.ON Climate & Renewables UK Zone Six Limited E.ON Connecting Energies GmbH E.ON Connecting Energies Italia S.r.l. E.ON Connecting Energies Limited E.ON Connecting Energies SAS E.ON Country Hub Germany GmbH E.ON Czech Holding AG E.ON Danmark A/S E.ON Dél-dunántúli Áramhálózati Zrt. Seat, country Grünwald, Germany Düsseldorf, Germany Malmö, Sweden Cluj-Napoca, Romania České Budějovice, Czech Republic Hanover, Germany Budapest, Hungary Iași, Romania Milan, Italy Regensburg, Germany Bratislava, Slovakia Malmö, Sweden Milan, Italy České Budějovice, Czech Republic Saint John, Canada Levallois-Perret, France Milan, Italy Amsterdam, Netherlands Milan, Italy Levallois-Perret, France Berlin, Germany Munich, Germany Frederiksberg, Denmark Pécs, Hungary 75

80 Company/partnership E.ON Dél-dunántúli Gázhálózati Zrt. E.ON Distribuce, a.s. E.ON edis Contracting GmbH E.ON edis energia Sp. z o.o. E.ON Elektrárne s.r.o. E.ON Elnät Stockholm AB E.ON Energetikai Tanácsadó Kft. E.ON Energia S.p.A. E.ON Energiakereskedelmi Kft. E.ON Energiatermelő Kft. E.ON Energidistribution AB E.ON Energie 25. Beteiligungs-GmbH E.ON Energie 38. Beteiligungs-GmbH E.ON Energie AG E.ON Energie Deutschland GmbH E.ON Energie Deutschland Holding GmbH E.ON Energie Dialog GmbH E.ON Energie Kundenservice GmbH E.ON Energie Odnawialne Sp. z o.o. E.ON Energie Real Estate Investment GmbH E.ON Energie România S.A. E.ON Energie, a.s. E.ON Energienetze Datteln GmbH E.ON Energihandel Nordic AB E.ON Energilösningar AB E.ON Energy Gas (Eastern) Limited E.ON Energy Gas (Northwest) Limited E.ON Energy Installation Services Limited E.ON Energy Projects GmbH E.ON Energy Services, LLC E.ON Energy Solutions GmbH E.ON Energy Solutions Limited E.ON Energy Trading S.p.A. E.ON Észak-dunántúli Áramhálózati Zrt. E.ON Fastigheter 1 AB E.ON Fastigheter 2 AB E.ON Fastigheter Sverige AB E.ON Finanzanlagen GmbH E.ON Finanzholding Beteiligungs-GmbH E.ON Finanzholding SE & Co. KG E.ON First Future Energy Holding B.V. E.ON Flash S.A. E.ON Fünfundzwanzigste Verwaltungs GmbH E.ON Gas Mobil GmbH E.ON Gas Sverige AB Seat, country Pécs, Hungary České Budějovice, Czech Republic Fürstenwalde/Spree, Germany Warsaw, Poland Trakovice, Slovakia Malmö, Sweden Budapest, Hungary Milan, Italy Budapest, Hungary Budapest, Hungary Malmö, Sweden Munich, Germany Munich, Germany Düsseldorf, Germany Munich, Germany Munich, Germany Potsdam, Germany Landshut, Germany Szczecin, Poland Munich, Germany Târgu Mureş, Romania České Budějovice, Czech Republic Malmö, Sweden Malmö, Sweden Munich, Germany Unterschleißheim, Germany Milan, Italy Győr, Hungary Malmö, Sweden Malmö, Sweden Malmö, Sweden Düsseldorf, Germany Berlin, Germany Rotterdam, Netherlands Târgu Mureş, Romania Düsseldorf, Germany Malmö, Sweden 76

81 Company/partnership E.ON Gashandel Sverige AB E.ON Gasol Sverige AB E.ON Gaz Furnizare S.A. E.ON Gazdasági Szolgáltató Kft. E.ON Gruga Geschäftsführungsgesellschaft mbh E.ON Gruga Objektgesellschaft mbh & Co. KG E.ON Human Resources International GmbH E.ON Hungária Energetikai Zártkörűen Működő Részvénytársaság E.ON Iberia Holding GmbH E.ON Inhouse Consulting GmbH E.ON Innovation Co-Investments Inc. E.ON Innovation Hub S.A. E.ON Insurance Services GmbH E.ON INTERNATIONAL FINANCE B.V. E.ON Invest GmbH E.ON IT UK Limited E.ON Italia S.p.A. E.ON Közép-dunántúli Gázhálózati Zrt. E.ON Kundsupport Sverige AB E.ON Mälarkraft Värme AB E.ON Metering GmbH E.ON NA Capital LLC E.ON Nord Sverige AB E.ON Nordic AB E.ON Norge AS E.ON North America Finance, LLC E.ON Off Grid Solutions GmbH E.ON Perspekt GmbH E.ON Power Innovation Pty Ltd E.ON Power Plants Belgium BVBA E.ON Produktion Danmark A/S E.ON Produzione S.p.A. E.ON Project Earth Limited E.ON RAG Beteiligungsgesellschaft mbh E.ON RE Investments LLC E.ON Real Estate GmbH E.ON Rhein-Ruhr Ausbildungs-GmbH E.ON România S.R.L. E.ON Ruhrgas GPA GmbH E.ON Ruhrgas Portfolio GmbH E.ON Sechzehnte Verwaltungs GmbH E.ON Service GmbH E.ON Servicii Clienţi S.R.L. E.ON Servicii S.R.L. E.ON Servicii Tehnice S.R.L. Seat, country Malmö, Sweden Malmö, Sweden Târgu Mureş, Romania Győr, Hungary Düsseldorf, Germany Hanover, Germany Budapest, Hungary Düsseldorf, Germany Târgu Mureş, Romania Amsterdam, Netherlands Grünwald, Germany Milan, Italy Nagykanizsa, Hungary Malmö, Sweden Örebro, Sweden Munich, Germany Malmö, Sweden Malmö, Sweden Stavanger, Norway Düsseldorf, Germany Düsseldorf, Germany Brisbane, Australia Mechelen, Belgium Frederiksberg, Denmark Milan, Italy Düsseldorf, Germany Târgu Mureş, Romania Düsseldorf, Germany Târgu Mureş, Romania Târgu Mureş, Romania Târgu Mureş, Romania 77

82 Company/partnership E.ON Servisní, s.r.o. E.ON Slovensko, a.s. E.ON Smart Living AB E.ON Software Development SRL E.ON Solar GmbH E.ON Solutions GmbH E.ON Sverige AB E.ON Telco, s.r.o. E.ON Tiszántúli Áramhálózati Zrt. E.ON Ügyfélszolgálati Kft. E.ON UK CHP Limited E.ON UK CoGeneration Limited E.ON UK Directors Limited E.ON UK Energy Markets Limited E.ON UK Energy Services Limited E.ON UK Heat Limited E.ON UK Holding Company Limited E.ON UK Industrial Shipping Limited E.ON UK Pension Trustees Limited E.ON UK plc E.ON UK Property Services Limited E.ON UK PS Limited E.ON UK Secretaries Limited E.ON UK Trustees Limited E.ON US Corporation E.ON US Energy LLC E.ON US Holding GmbH E.ON Varme Danmark ApS E.ON Värme Sverige AB E.ON Värme Timrå AB E.ON Verwaltungs AG Nr. 1 E.ON Wind Denmark 2 AB E.ON Wind Denmark AB E.ON Wind Kårehamn AB E.ON Wind Norway AB E.ON Wind Nysater AB E.ON Wind Service GmbH E.ON WIND SERVICE ITALIA S.r.l. E.ON Wind Services A/S E.ON Wind Sweden AB East Midlands Electricity Distribution Holdings East Midlands Electricity Share Scheme Trustees Limited EBERnetz GmbH & Co. KG EBERnetz Verwaltungs GmbH EBY Immobilien GmbH & Co KG Seat, country České Budějovice, Czech Republic Bratislava, Slovakia Malmö, Sweden Târgu Mureş, Romania Malmö, Sweden České Budějovice, Czech Republic Debrecen, Hungary Budapest, Hungary Düsseldorf, Germany Frederiksberg, Denmark Malmö, Sweden Sundsvall, Sweden Munich, Germany Malmö, Sweden Malmö, Sweden Malmö, Sweden Malmö, Sweden Malmö, Sweden Neubukow, Germany Milan, Italy Rødby, Denmark Malmö, Sweden Ebersberg, Germany Ebersberg, Germany Regensburg, Germany 78

83 Company/partnership EBY Port 1 GmbH EBY Port 3 GmbH EC&R Asset Management, LLC EC&R Canada Ltd. EC&R Development, LLC EC&R Energy Marketing, LLC EC&R Ft. Huachuca Solar, LLC EC&R Grandview Holdco, LLC EC&R Investco EPC Mgmt, LLC EC&R Investco Mgmt II, LLC EC&R Investco Mgmt, LLC EC&R Magicat Holdco, LLC EC&R NA Solar PV, LLC EC&R O&M, LLC EC&R Panther Creek Wind Farm III, LLC EC&R QSE, LLC EC&R Services, LLC EC&R Sherman, LLC EC&R Solar Development, LLC Economy Power Limited EDT Energie Werder GmbH EEP 2. Beteiligungsgesellschaft mbh El Algodon Alto Wind Farm, LLC Elektrizitätswerk Schwandorf GmbH EMSZET Első Magyar Szélerőmű Korlátolt Felelősségű Társaság energielösung GmbH Energienetze Bayern GmbH Energienetze Schaafheim GmbH Energie-Pensions-Management GmbH Energy Collection Services Limited EPS Polska Holding Sp. z o.o. Ergon Overseas Holdings Limited ESN EnergieSystemeNord GmbH Falkenbergs Biogas AB Farma Wiatrowa Barzowice Sp. z o.o. FIDELIA Holding LLC Fifth Standard Solar PV, LLC Fitas Verwaltung GmbH & Co. Dritte Vermietungs-KG FITAS Verwaltung GmbH & Co. REGIUM-Objekte KG Flatlands Wind Farm, LLC Florida Solar and Power Group LLC Forest Creek Investco, Inc. Forest Creek WF Holdco, LLC Forest Creek Wind Farm, LLC Fortuna Solar, LLC Seat, country Munich, Germany Regensburg, Germany Saint John, Canada Werder (Havel), Germany Munich, Germany Schwandorf, Germany Kulcs, Hungary Regensburg, Germany Regensburg, Germany Regensburg, Germany Hanover, Germany Warsaw, Poland Schwentinental, Germany Malmö, Sweden Warsaw, Poland Pullach im Isartal, Germany Pullach im Isartal, Germany 79

84 Company/partnership Gasversorgung im Landkreis Gifhorn GmbH Gelsenberg GmbH & Co. KG Gelsenberg Verwaltungs GmbH Gelsenwasser Beteiligungs-GmbH Gemeinschaftskernkraftwerk Grohnde GmbH & Co. ohg Gemeinschaftskernkraftwerk Grohnde Management GmbH Gemeinschaftskernkraftwerk Isar 2 GmbH Gemeinschaftskraftwerk Weser GmbH & Co. ohg. GHD Bayernwerk Natur GmbH & Co. KG Gondoskodás-Egymásért Alapítvány Grandview Wind Farm III, LLC Grandview Wind Farm IV, LLC Grandview Wind Farm V, LLC Green Sky Energy Limited HanseGas GmbH HanseWerk AG HanseWerk Natur GmbH HGC Hamburg Gas Consult GmbH Högbytorp Kraftvärme AB iamsmart GmbH Improbed AB Inadale Wind Farm, LLC Induboden GmbH Induboden GmbH & Co. Grundstücksgesellschaft OHG Industry Development Services Limited Iron Horse Battery Storage, LLC Jihočeská plynárenská, a.s. Kasson Manteca Solar, LLC Kernkraftwerk Brokdorf GmbH & Co. ohg Kernkraftwerk Stade GmbH & Co. ohg Kernkraftwerke Isar Verwaltungs GmbH KGW - Kraftwerk Grenzach-Wyhlen GmbH Kinneil CHP Limited Komáromi Kogenerációs Erőmű Kft. Kraftwerk Burghausen GmbH Kraftwerk Hattorf GmbH Kraftwerk Marl GmbH Kraftwerk Plattling GmbH Kurgan Grundstücks-Verwaltungsgesellschaft mbh & Co. ohg Lake Fork Wind Farm, LLC LandE GmbH Landwehr Wassertechnik GmbH Lighting for Staffordshire Holdings Limited Lighting for Staffordshire Limited Limfjordens Bioenergi ApS Seat, country Gifhorn, Germany Düsseldorf, Germany Düsseldorf, Germany Munich, Germany Emmerthal, Germany Emmerthal, Germany Essenbach, Germany Emmerthal, Germany Dingolfing, Germany Debrecen, Hungary Quickborn, Germany Quickborn, Germany Hamburg, Germany Hamburg, Germany Malmö, Sweden Malmö, Sweden Düsseldorf, Germany České Budějovice, Czech Republic Hamburg, Germany Hamburg, Germany Essenbach, Germany Munich, Germany Budapest, Hungary Munich, Germany Munich, Germany Munich, Germany Munich, Germany Grünwald, Germany Wolfsburg, Germany Schöppenstedt, Germany Frederiksberg, Denmark 80

85 Company/partnership Local Energies, a. s. Major Wind Farm, LLC Maricopa East Solar PV 2, LLC Maricopa East Solar PV, LLC Maricopa Land Holding, LLC Maricopa West Solar PV 2, LLC Matrix Control Solutions Limited MEON Pensions GmbH & Co. KG MEON Verwaltungs GmbH MFG Flughafen-Grundstücksverwaltungsgesellschaft mbh & Co. Gamma ohg i.l. Midlands Electricity Limited Mosoni-Duna Menti Szélerőmű Kft. Munnsville Investco, LLC Munnsville WF Holdco, LLC Munnsville Wind Farm, LLC Nahwärme Ascha GmbH Naranjo Battery, LLC Netz- und Wartungsservice (NWS) GmbH Netzgesellschaft Stuhr/Weyhe mbh i. L. Neumünster Netz Beteiligungs-GmbH New Cogen Sp. z o.o. NORD-direkt GmbH NordNetz GmbH Northern Orchard Solar PV 2, LLC Northern Orchard Solar PV 3, LLC Northern Orchard Solar PV, LLC Novo Innovations Limited Oberland Stromnetz GmbH & Co. KG Oberland Stromnetz Verwaltungs GmbH Offshore-Windpark Delta Nordsee GmbH OOO E.ON IT Owen Prairie Wind Farm, LLC OWN1 First Offshore Wind Netherlands B.V. OWN2 Second Offshore Wind Netherlands B.V. OWN3 Third Offshore Wind Netherlands B.V. Panther Creek Solar, LLC Panther Creek Wind Farm I&II, LLC Paradise Cut Battery, LLC Pawnee Spirit Wind Farm, LLC PEG Infrastruktur AG Peißenberger Kraftwerksgesellschaft mit beschränkter Haftung Peyton Creek Wind Farm, LLC Pinckard Solar LLC Pinckard Solar Member LLC Seat, country Zlín - Malenovice, Czech Republic Grünwald, Germany Grünwald, Germany Grünwald, Germany Budapest, Hungary Ascha, Germany Schwerin, Germany Helmstedt, Germany Neumünster, Germany Warsaw, Poland Neumünster, Germany Quickborn, Germany Murnau am Staffelsee, Germany Murnau am Staffelsee, Germany Hamburg, Germany Moscow, Russia Amsterdam, Netherlands Amsterdam, Netherlands Amsterdam, Netherlands Zug, Switzerland Peißenberg, Germany 81

86 Company/partnership Pioneer Trail Wind Farm, LLC Pipkin Ranch Wind Farm, LLC Portfolio EDL GmbH Powergen Holdings B.V. Powergen Holdings S.à r.l. Powergen International Limited Powergen Limited Powergen Luxembourg Holdings S.À R.L. Powergen Power No. 1 Limited Powergen Power No. 2 Limited Powergen Serang Limited Powergen UK Investments PreussenElektra GmbH Purena Consult GmbH Purena GmbH Pyron Wind Farm, LLC Radford's Run Holdco, LLC Radford's Run Wind Farm, LLC Rampion Offshore Wind Limited Rauschbergbahn Gesellschaft mit beschränkter Haftung Raymond Wind Farm, LLC RDE Regionale Dienstleistungen Energie GmbH & Co. KG RDE Verwaltungs-GmbH Redsted Varmetransmission ApS regiolicht GmbH RegioNetzMünchen GmbH & Co. KG RegioNetzMünchen Verwaltungs GmbH Roadrunner, LLC Roscoe WF Holdco, LLC Roscoe Wind Farm, LLC Rose Rock Wind Farm, LLC S.C. Salgaz S.A. Safetec Entsorgungs- und Sicherheitstechnik GmbH Safetec-Swiss GmbH Sand Bluff WF Holdco, LLC Sand Bluff Wind Farm, LLC Schleswig-Holstein Netz AG Schleswig-Holstein Netz Verwaltungs-GmbH SEC A Sp. z o.o. SEC B Sp. z o.o. SEC Barlinek Sp. z o.o. SEC C Sp. z o.o. SEC D Sp. z o.o. SEC Dębno Sp. z o.o. SEC E Sp. z o.o. Seat, country Helmstedt, Germany Rotterdam, Netherlands Luxembourg, Luxembourg Luxembourg, Luxembourg Hanover, Germany Wolfenbüttel, Germany Wolfenbüttel, Germany Ruhpolding, Germany Veitshöchheim, Germany Veitshöchheim, Germany Frederiksberg, Denmark Helmstedt, Germany Garching, Germany Garching, Germany Salonta, Romania Heidelberg, Germany Stans, Switzerland Quickborn, Germany Quickborn, Germany Szczecin, Poland Szczecin, Poland Barlinek, Poland Szczecin, Poland Szczecin, Poland Debno, Poland Szczecin, Poland 82

87 Company/partnership SEC Energia Sp. z o.o. SEC F Sp. z o.o. SEC H Sp. z o.o. SEC HR Sp. z o.o. SEC I Sp. z o.o. SEC Łobez Sp. z o.o. SEC Myślibórz Sp. z o.o. SEC Połczyn-Zdrój Sp. z o.o. SEC Serwis Sp. z o.o. SEC Słubice Sp. z o.o. SEC Strzelce Krajeńskie Sp. z o.o. SERVICE plus GmbH Service Plus Recycling GmbH Servicii Energetice pentru Acasa - SEA Complet S.A. Settlers Trail Wind Farm, LLC Skive GreenLab Biogas ApS Snow Shoe Wind Farm, LLC Söderåsens Bioenergi AB Sparta North, LLC Sparta South, LLC Stadtwerke Olching Stromnetz GmbH & Co. KG Stadtwerke Olching Stromnetz Verwaltungs GmbH Stella Holdco, LLC Stella Wind Farm II, LLC Stella Wind Farm, LLC Stillwater Energy Storage, LLC Stockton Solar I, LLC Stockton Solar II, LLC Strom Germering GmbH Strombewegung GmbH Stromnetz Würmtal GmbH & Co. KG Stromnetz Würmtal Verwaltungs GmbH Stromversorgung Penzberg GmbH & Co. KG Stromversorgung Penzberg Verwaltungs GmbH Stromversorgung Ruhpolding Gesellschaft mit beschränkter Haftung SüdWasser GmbH SVO Holding GmbH SVO Vertrieb GmbH Szczecińska Energetyka Cieplna Sp. z o.o. Szombathelyi Erőmű Zrt. Tech Park Solar, LLC The Power Generation Company Limited Three Rocks Solar, LLC Tierra Blanca Wind Farm, LLC Tipton Wind, LLC Seat, country Szczecin, Poland Szczecin, Poland Szczecin, Poland Szczecin, Poland Szczecin, Poland Łobez, Poland Myślibórz, Poland Połczyn-Zdrój, Poland Szczecin, Poland Słubice, Poland Strzelce Krajeńskie, Poland Neumünster, Germany Neumünster, Germany Târgu Mureş, Romania Frederiksberg, Denmark Malmö, Sweden Olching, Germany Olching, Germany Germering, Germany Düsseldorf, Germany Gauting, Germany Munich, Germany Penzberg, Germany Penzberg, Germany Ruhpolding, Germany Erlangen, Germany Celle, Germany Celle, Germany Szczecin, Poland Budapest, Hungary 83

88 Company/partnership Tishman Speyer Real Estate Venture VI Parallel (ON), L.P. Turkey Run, LLC Utility Debt Services Limited Valencia Solar, LLC Valverde Wind Farm, LLC VEBA Electronics LLC VEBACOM Holdings LLC Venado Wind Farm, LLC Versorgungskasse Energie (VVaG) i. L. Vici Wind Farm II, LLC Vici Wind Farm III, LLC Vici Wind Farm, LLC Visioncash Wärmeversorgungsgesellschaft Königs Wusterhausen mbh Wasserkraft Farchet GmbH WEA Schönerlinde GbR mbh Kiepsch & Bosse & Beteiligungsges. e.disnatur mbh Weißmainkraftwerk Röhrenhof Aktiengesellschaft West of the Pecos Solar, LLC WEVG Salzgitter GmbH & Co. KG WEVG Verwaltungs GmbH Wildcat Wind Farm II, LLC Wildcat Wind Farm III, LLC Windenergie Leinetal 2 Verwaltungs GmbH Windenergie Osterburg GmbH & Co. KG Windenergie Osterburg Verwaltungs GmbH WINDENERGIEPARK WESTKÜSTE GmbH Windpark Anhalt-Süd (Köthen) OHG Windpark Mutzschen OHG Windpark Naundorf OHG Wiregrass, LLC WIT Ranch Wind Farm, LLC Zenit-SIS GmbH Seat, country New York, USA Tucson, USA Hanover, Germany Königs Wusterhausen, Germany Bad Tölz, Germany Berlin, Germany Bad Berneck, Germany Salzgitter, Germany Salzgitter, Germany Freden (Leine), Germany Osterburg (Altmark), Germany Osterburg (Altmark), Germany Kaiser-Wilhelm-Koog, Germany Potsdam, Germany Potsdam, Germany Potsdam, Germany Düsseldorf, Germany 84

89 Annex 2a Persons acting jointly with innogy SE (Subsidiaries of innogy SE) Company/partnership Seat, country 2. CR Immobilien-Vermietungsgesellschaft mbh & Co. Objekt MEAG Halle KG Düsseldorf, Germany 2. CR Immobilien-Vermietungsgesellschaft mbh & Co. Objekt Naumburg KG Düsseldorf, Germany 4Motions GmbH Leipzig, Germany A/V/E GmbH Halle (Saale), Germany Adensis GmbH Dresden, Germany Aktivabedrijf Wind Nederland B.V. Zwolle, Netherlands Alvarado Solar S.L. Barcelona, Spain An Suidhe Wind Farm Limited Andromeda Wind S.r.l. Bolzano, Italy AQUAVENT Gesellschaft für Umwelttechnik und regenerierbare Energien mbh Lützen, Germany Artelis S.A. Luxembourg, Luxembourg AS 3 Beteiligungs GmbH Aura Merger Sub LLC Dover, USA AVU Aktiengesellschaft für Versorgungs-Unternehmen Gevelsberg, Germany Bakker CV Installatietechniek B.V. Zwaagdijk, Netherlands Bayerische Bergbahnen-Beteiligungs-Gesellschaft mbh Gundremmingen, Germany Bayerische Elektrizitätswerke GmbH Augsburg, Germany Bayerische-Schwäbische Wasserkraftwerke Beteiligungsgesellschaft mbh Gundremmingen, Germany Belectric Australia Pty. Limited Victoria, Australia Belectric Chile Energia Fotovoltaica LTDA Santiago de Chile, Chile Belectric Espana Fotovoltaica S.L. Madrid, Spain Belectric France S.à r.l. Vendres, France Belectric GmbH Belectric Inc. San Mateo, USA Belectric International GmbH Belectric Inversiones Latinoamericana S.L. Madrid, Spain Belectric Israel Ltd. Be er Scheva, Israel Belectric Italia S.R.L. Latina, Italy Belectric JV GmbH Belectric Mexico Fotovoltaica S.de R.L. de C.V. Bosques de las Lomas, Mexico Belectric Photovoltaic India Private Limited Mumbai, India Belectric Polska Sp. z o.o. Warsaw, Poland Belectric PV 10 (SARL) Vendres, France Belectric PV 5 (SARL) Vendres, France Belectric PV 6 (SARL) Vendres, France Belectric PV 9 (SARL) Vendres, France Belectric PV Dach GmbH Belectric Solar & Battery GmbH Belectric Solar Ltd. Iver, United Kingdom Beteiligungsgesellschaft Werl mbh BEW Netze GmbH Wipperfürth, Germany Bilbster Wind Farm Limited bildungszentrum energie GmbH Halle (Saale), Germany 85

90 Company/partnership Bioenergie Bad Wimpfen GmbH & Co. KG Bioenergie Bad Wimpfen Verwaltungs-GmbH Bioenergie Kirchspiel Anhausen GmbH & Co. KG Bioenergie Kirchspiel Anhausen Verwaltungs-GmbH Biogas Schwalmtal GmbH & Co. KG Biogasanlage Schwalmtal GmbH Bristol Channel Zone Limited BTB-Blockheizkraftwerks, Träger- und Betreibergesellschaft mbh Berlin Budapesti Disz- es Közvilagitasi Korlatolt Felelössegü Tarsasag Budapesti Elektromos Muvek Nyrt. Burgar Hill Wind Farm Limited Carnedd Wen Wind Farm Limited Causeymire Two Wind Farm Limited Cegecom S.A. Centrale Hydroelectrique d Oussiat S.A.S. Channel Energy Limited Ciriè Centrale PV s.a.s. (SRL) Clavellinas Solar, S.L. Climagy Photovoltaikprojekt GmbH & Co. KG Climagy Photovoltaikprojekt Verwaltungs-GmbH Climagy PV-Freifeld GmbH & Co. KG Climagy PV-Freifeld Verwaltungs-GmbH Climagy PV-Sonnenanlage GmbH & Co. KG Climagy PV-Sonnenanlage Verwaltungs-GmbH Climagy Sonneneinstrahlung GmbH & Co. KG Climagy Sonneneinstrahlung Verwaltungs-GmbH Climagy Sonnenkraft GmbH & Co. KG Climagy Sonnenkraft Verwaltungs GmbH Climagy Sonnenstrom GmbH & Co. KG Climagy Sonnenstrom Verwaltungs GmbH Climagy Stromertrag GmbH & Co. KG Climagy Stromertrag Verwaltungs-GmbH Clocaenog Wind Farm Limited Cloghaneleskirt Energy Supply Limited COMCO MCS S.A. C-Power N.V. CR-Immobilien-Vermietungsgesellschaft mbh & Co. KG Cottbus Curns Energy Limited Danta de Energías, S.A. DigiKoo GmbH Doggerbank Project 3B Innogy Limited Doggerbank Project 3C Limited Doggerbank Project 3D Limited Doggerbank Project 3E Limited Doggerbank Project 3F Limited Dromadda Beg Wind Farm Limited easyoptimize GmbH Seat, country Bad Wimpfen, Germany Bad Wimpfen, Germany Anhausen, Germany Anhausen, Germany Schwalmtal, Germany Schwalmtal, Germany Berlin, Germany Budapest, Hungary Budapest, Hungary Luxembourg, Luxembourg Paris, France Rome, Italy Barcelona, Spain Tralee, Ireland Luxembourg, Luxembourg Oostende, Belgium Cottbus, Germany Dublin, Ireland Soria, Spain Tralee, Ireland 86

91 Company/partnership EGD-Energiewacht Facilities B.V. EGG Holding B.V. Eko-En 1 Sp. z o.o. El Algarrobo (SpA) El Chañar (SpA) El Navajo Solar El Pimiento (SpA) El Solar SpA El Tamarugo (SpA) ELE Verteilnetz GmbH Elektrizitätswerk Landsberg GmbH ELMU DSO Holding Korlátolt Felelosségu Társaság ELMU Halozati Eloszto Kft. ELMU-ÉMÁSZ Energiakereskedo Kft. ELMU-ÉMÁSZ Energiaszolgáltató Zrt. ELMU-ÉMÁSZ Energiatároló Kft. ELMU-ÉMÁSZ Halozati Szolgáltató Kft. ELMU-ÉMÁSZ Ügyfélszolgálati Kft. ÉMÁSZ DSO Holding Korlátolt Felelosségu Társaság ÉMÁSZ Halozati Kft. Emscher Lippe Energie GmbH Energenti plus d. o. o. Energetyka Wschod Sp. z o.o. Energie Nordeifel GmbH & Co. KG Energiedirect B.V. Energiegesellschaft Leimen GmbH & Co. KG Energiegesellschaft Leimen Verwaltungsgesellschaft mbh energienatur Gesellschaft für Erneuerbare Energien mbh Energienetze Berlin GmbH EnergieRegion Taunus - Goldener Grund - GmbH & Co. KG EnergieRegion Taunus - Goldener Grund Verwaltungsgesellschaft mbh Energies Charentus S.A.S. Energies France S.A.S. Energies Maintenance S.A.S. Energies Saint Remy S.A.S. Energies VAR 1 S.A.S. Energies VAR 3 S.A.S. Energieversorgung Timmendorfer Strand GmbH & Co. KG Energiewacht Facilities B.V. Energiewacht installatie B.V. Energiewacht N.V. Energiewacht Steenwijk B.V. Energiewacht VKI B.V. Energiewacht West Nederland B.V. Energiewacht-A.G.A.S.-Deventer B.V. Energiewacht-Gazo B.V. energis GmbH Seat, country Assen, Netherlands Meppel, Netherlands Warsaw, Poland Santiago de Chile, Chile Santiago de Chile, Chile Barcelona, Spain Santiago de Chile, Chile Santiago de Chile, Chile Santiago de Chile, Chile Gelsenkirchen, Germany Landsberg am Lech, Germany Budapest, Hungary Budapest, Hungary Budapest, Hungary Budapest, Hungary Budapest, Hungary Budapest, Hungary Budapest, Hungary Miskolc, Hungary Miskolc, Hungary Gelsenkirchen, Germany Cerknica, Slovenia Wroclaw, Poland Kall, Germany Waalre, Netherlands Leimen, Germany Leimen, Germany Siegburg, Germany Berlin, Germany Bad Camberg, Germany Bad Camberg, Germany Paris, France Paris, France Paris, France Paris, France Paris, France Paris, France Timmendorfer Strand, Germany Zwolle, Netherlands Assen, Netherlands Veendam, Netherlands Zwolle, Netherlands Dalfsen, Netherlands Assen, Netherlands Deventer, Netherlands Zwolle, Netherlands Saarbrücken, Germany 87

92 Company/partnership energis-netzgesellschaft mbh Energy Ventures GmbH enervolution GmbH envia Mitteldeutsche Energie AG envia SERVICE GmbH envia TEL GmbH envia THERM GmbH enviam Beteiligungsgesellschaft Chemnitz GmbH enviam Beteiligungsgesellschaft mbh enviam Erneuerbare Energien Verwaltungsgesellschaft mbh enviam Neue Energie Management GmbH enviam Zweite Neue Energie Managment GmbH Eólica de Sarnago, S.A. eprimo GmbH ESK GmbH Essent Belgium N.V. Essent CNG Cleandrive B.V. Essent Energie Verkoop Nederland B.V. Essent EnergieBewust Holding B.V. Essent Energy Group B.V. Essent IT B.V. Essent N.V. Essent Nederland B.V. Essent Retail Energie B.V. Essent Sales Portfolio Management B.V. Essent Wind Nordsee Ost Planungs- und Betriebsgesellschaft mbh Eszak-magyarorszagi Aramszolgáltató Nyrt. EuroSkyPark GmbH EVIP GmbH EWV Energie- und Wasser-Versorgung GmbH Explotaciones Eólicas de Aldehuelas, S.L. FAMIS Gesellschaft für Facility Management und Industrieservice mbh Fernwärmeversorgung Saarlouis-Steinrausch Investitionsgesellschaft mbh Finelectra Finanzgesellschaft für Elektrizitäts-Beteiligungen AG Free Electrons LLC Fresh Energy GmbH Fri-El Anzi Holding S.r.l. Fri-El Anzi S.r.l. Fri-El Guardionara Holding S.r.l. Fri-El Guardionara S.r.l. FSO GmbH & Co. KG FUCATUS Vermietungsgesellschaft mbh & Co. Objekt Recklinghausen KG Fundacja innogy w Polsce Galloper Wind Farm Holdeo Limited GasNet, s.r.o. Gas-Netzgesellschaft Kolpingstadt Kerpen GmbH & Co. KG Gas-Netzgesellschaft Kolpingstadt Kerpen Verwaltungs-GmbH Seat, country Saarbrücken, Germany Saarbrücken, Germany Bochum, Germany Chemnitz, Germany Cottbus, Germany Markkleeberg, Germany Bitterfeld-Wolfen, Germany Chemnitz, Germany Markkleeberg, Germany Halle (Saale), Germany Halle (Saale), Germany Soria, Spain Neu-Isenburg, Germany Dortmund, Germany Antwerp, Belgium s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands Arnhem, Netherlands Arnhem, Netherlands s-hertogenbosch, Netherlands Arnhem, Netherlands s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands Heligoland, Germany Miskolc, Hungary Saarbrücken, Germany Bitterfeld-Wolfen, Germany Stolberg, Germany Soria, Spain Saarbrücken, Germany Saarlouis, Germany Hausen, Switzerland Palo Alto, USA Berlin, Germany Bolzano, Italy Bolzano, Italy Bolzano, Italy Bolzano, Italy Oberhausen, Germany Düsseldorf, Germany Warsaw, Poland Ústí nad Labem, Czech Republic Kerpen, Germany Kerpen, Germany 88

93 Company/partnership Gas-Netzgesellschaft Kreisstadt Bergheim GmbH & Co. KG GasWacht Friesland B.V. GasWacht Friesland Facilities B.V. Gazules I Fotovoltaica S.L. Gazules II Solar S.L. Geas Energiewacht B.V. General de Mantenimiento 21, S.L.U. Georgia Biomass Holding LLC Georgia Biomass LLC GKB Gesellschaft für Kraftwerksbeteiligungen mbh Goole Fields II Wind Farm Limited Greater Gabbard Offshore Winds Limited Green Gecco GmbH & Co. KG Green Gecco Verwaltungs GmbH GridServices, s.r.o. GWG Grevenbroich GmbH GWG Kommunal GmbH Gwynt Y Môr Offshore Wind Farm Limited Harryburn Wind Farm Limited Hennef (Sieg) Stromnetz GmbH & Co. KG Hidroeléctrica del Trasvase, S.A. hoch.rein Beteiligungen GmbH Hof Promotion B.V. Immobilien-Vermietungsgesellschaft Schumacher GmbH & Co. Objekt Kundenzentren KG Infraestructuras de Aldehuelas, S.A. Infrastrukturgesellschaft Netz Lübz mbh innogy Aqua GmbH innogy Benelux Holding B.V. innogy Bergheim Windparkbetriebsgesellschaft mbh innogy Beteiligungsholding GmbH innogy Brise Windparkbetriebsgesellschaft mbh innogy Business Services Benelux B.V. innogy Business Services Polska Sp. z o.o. Innogy Business Services UK Limited innogy Ceská republika a.s. innogy Charge Tech GmbH innogy Company Building GmbH innogy Consulting Americas, LLC innogy Consulting GmbH innogy Dritte Vermögensverwaltungs GmbH innogy e-mobility Limited innogy e-mobility US LLC innogy Energetyka Trzemeszno Sp. z o.o. innogy Energetyka Zachod Sp. z o.o. innogy Energie, s.r.o. innogy Energo, s.r.o. innogy Evendorf Windparkbetriebsgesellschaft mbh Seat, country Bergheim, Germany Gorredijk, Netherlands Leeuwarden, Netherlands Barcelona, Spain Barcelona, Spain Enschede, Netherlands Barcelona, Spain Savannah, USA Savannah, USA Cottbus, Germany Reading, United Kingdom Brno, Czech Republic Grevenbroich, Germany Grevenbroich, Germany Hennef (Sieg), Germany Barcelona, Spain Eindhoven, Netherlands Düsseldorf, Germany Barcelona, Spain Hanover, Germany Mülheim an der Ruhr, Germany s-hertogenbosch, Netherlands Hanover, Germany Hanover, Germany Arnheim, Netherlands Kraków, Poland Prague, Czech Republic Dortmund, Germany Berlin, Germany Cambridge, USA London, United Kingdom Delaware, USA Wroclaw, Poland Wroclaw, Poland Prague, Czech Republic Prague, Czech Republic Hanover, Germany 89

94 Company/partnership innogy Finance B.V. innogy Gas Storage NWE GmbH innogy Gas Storage, s.r.o. innogy Gastronomie GmbH innogy Grid Holding, a.s. Innogy Gym 2 Limited Innogy Gym 3 Limited Innogy Gym 4 Limited innogy Hörup Windparkbetriebsgesellschaft mbh innogy Hungária Tanácsadó Kft innogy indeland Windpark Eschweiler GmbH & Co. KG innogy indeland Windpark Eschweiler Verwaltungs GmbH INNOGY INNOVATION CENTER LTD innogy Innovation GmbH innogy Innovation UK Ltd. innogy International Participations N.V. innogy IT Magyarország Kft. innogy Italia S.p.A. innogy Kaskasi GmbH innogy Lengerich Windparkbetriebsgesellschaft mbh innogy Lüneburger Heide Windparkbetriebsgesellschaft mbh innogy Metering GmbH innogy Middle East & North Africa Ltd. innogy Mistral Windparkbetriebsgesellschaft mbh innogy Netze Deutschland GmbH innogy New Ventures LLC innogy Offshore Wind Netherlands B.V. innogy Offshore Wind Netherlands Participations I B.V. innogy Offshore Wind Netherlands Participations II B.V. innogy Offshore Wind Netherlands Participations III B.V. innogy Offshore Wind Netherlands Participations IV B.V. innogy Polska Contracting Sp. z o.o. innogy Polska S.A. innogy Polska Solutions Sp. z o.o. innogy Renewables Benelux B.V innogy Renewables Beteiligungs GmbH innogy Renewables Canada Inc. Innogy Renewables Ireland Limited innogy Renewables Polska Sp. z o.o. Innogy Renewables UK Holdings Limited Innogy Renewables UK Limited Innogy Renewables US LLC Innogy Renewables US Wind Holdings LLC innogy Seabreeze II GmbH & Co. KG innogy Seabreeze II Verwaltungs GmbH innogy Slovensko s.r.o. innogy Solar Netherlands B.V. Seat, country s-hertogenbosch, Netherlands Dortmund, Germany Prague, Czech Republic Prague, Czech Republic Hanover, Germany Budapest, Hungary Eschweiler, Germany Eschweiler, Germany Tel Aviv, Israel London, United Kingdom s-hertogenbosch, Netherlands Budapest, Hungary Milan, Italy Hamburg, Germany Gersten, Germany Walsrode, Germany Mülheim an der Ruhr, Germany Dubai, United Arab Emirates Hanover, Germany Palo Alto, USA s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands Wroclaw, Poland Warsaw, Poland Warsaw, Poland s-hertogenbosch, Netherlands Dortmund, Germany Vancouver, Canada Dublin, Ireland Warsaw, Poland Delaware, USA Dover, USA Bratislava, Slovakia s-hertogenbosch, Netherlands 90

95 Company/partnership Innogy Solutions Ireland Limited innogy solutions Kft innogy Solutions s.r.o. innogy Sommerland Windparkbetriebsgesellschaft mbh innogy South East Europe s.r.o. innogy Spain, S.A.U. Innogy Stallingborough Limited innogy Stiftung für Energie und Gesellschaft ggmbh innogy Stoen Operator Sp. z o.o. innogy Süderdeich Windparkbetriebsgesellschaft mbh innogy TelNet GmbH innogy TelNet Holding, s.r.o. innogy Titz Windparkbetriebsgesellschaft mbh innogy Turkey Energi Anonim Sirketi Innogy US Renewable Projects LLC innogy Ventures GmbH innogy Ventures Vermögensverwaltung 4 GmbH innogy Ventures Vermögensverwaltung 5 GmbH innogy Wind Onshore Deutschland GmbH innogy Windpark Bedburg GmbH & Co. KG innogy Windpark Bedburg Verwaltungs GmbH innogy Windpark Jüchen A44n GmbH & Co. KG Innogy Windpark Jüchen A44n Verwaltungs GmbH innogy Windpower Netherlands B.V. innogy Zákaznické služby, s.r.o. innogy Zweite Vermögensverwaltungs GmbH Inversiones Belectric Chile LTDA INVESTERG - Investimentos em Energias, Sociedade Gestora de Participações Sociais, Lda. Isoprofs B.V. iswitch GmbH It s a beautiful world B.V. Jerez Fotovoltaica S.L. Jurchen Technology GmbH Jurchen Technology India Private Limited Jurchen Technology USA Inc. ka-tek GmbH Kiln Pit Hill Wind Farm Limited KlickEnergie GmbH & Co. KG KlickEnergie Verwaltungs-GmbH Knabs Ridge Wind Farm Limited Konsortium Energieversorgung Opel beschränkt haftende ohg Koprivnica Opskrba d.o.o. Koprivnica Plin d.o.o. Korproject Energy Sp. z o.o. Krzecin Sp. z o.o. KVK Kompetenzzentrum Verteilnetze und Konzessionen GmbH KWS Kommunal-Wasserversorgung Saar GmbH Seat, country Dublin, Ireland Budapest, Hungary Banská Bystrica, Slovakia Hanover, Germany Bratislava, Slovakia Barcelona, Spain Warsaw, Poland Süderdeich, Germany Prague, Czech Republic Istanbul, Turkey Delaware, USA Hanover, Germany Bedburg, Germany Bedburg, Germany s-hertogenbosch, Netherlands Ostrava, Czech Republic Santiago de Chile, Chile São João do Estoril, Portugal Meijel, Netherlands Amersfoort, Netherlands Barcelona, Spain Helmstadt, Germany Mumbai, India San Mateo, USA Neuss, Germany Neuss, Germany Karlstein, Germany Koprivnica, Croatia Koprivnica, Croatia Warsaw, Poland Warsaw, Poland Cologne, Germany Saarbrücken, Germany 91

96 Company/partnership Las Vaguadas I Fotovoltaica S.L. Las Vaguadas II Solar S.L. Lech Energie Gersthofen GmbH & Co. KG Lech Energie Verwaltung GmbH Lechwerke AG Leitungspartner GmbH Lemonbeat GmbH LEW Anlagenverwaltung Gesellschaft mit beschränkter Haftung LEW Beteiligungsgesellschaft mbh LEW Netzservice GmbH LEW Service & Consulting GmbH LEW TelNet GmbH LEW Verteilnetz GmbH Little Cheyne Court Wind Farm Limited lnnogy Venture Capital GmbH Lochelbank Wind Farm Limited Lößnitz Netz GmbH & Co. KG Lößnitz Netz Verwaltungs GmbH LUSITERG - Gestão e Produção Energética, Lda. Middlemoor Wind Farm Limited MI-FONDS 178 MI-FONDS F55 MI-FONDS G55 MI-FONDS J55 MI-FONDS K55 MITGAS Mitteldeutsche Gasversorgung GmbH Mitteldeutsche Netzgesellschaft Gas HD mbh Mitteldeutsche Netzgesellschaft Gas mbh Mitteldeutsche Netzgesellschaft mbh Mitteldeutsche Netzgesellschaft Strom mbh Mittlere Donau Kraftwerke AG ML Wind LLP Moravske Hidroelektrane d.o.o. MotionWerk GmbH N.V. Energiewacht-Groep Netzgesellschaft Südwestfalen mbh & Co. KG Netzwerke Saarwellingen GmbH NEW AG NEW b_gas Eicken GmbH NEW Netz GmbH NEW Niederrhein Energie und Wasser GmbH NEW NiederrheinWasser GmbH NEW Re GmbH NEW Smart City GmbH NEW Tönisvorst GmbH NEW Viersen GmbH NEW Windenergie Verwaltung GmbH Seat, country Barcelona, Spain Barcelona, Spain Gersthofen, Germany Augsburg, Germany Augsburg, Germany Düren, Germany Dortmund, Germany Gundremmingen, Germany Gundremmingen, Germany Augsburg, Germany Augsburg, Germany Neusäß, Germany Augsburg, Germany Dortmund, Germany Lößnitz, Germany Lößnitz, Germany São João do Estoril, Portugal Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Halle (Saale), Germany Halle (Saale), Germany Halle (Saale), Germany Chemnitz, Germany Halle (Saale), Germany Munich, Germany Belgrade, Serbia Zwolle, Netherlands Netphen, Germany Saarwellingen, Germany Mönchengladbach, Germany Schwalmtal, Germany Geilenkirchen, Germany Mönchengladbach, Germany Viersen, Germany Mönchengladbach, Germany Mönchengladbach, Germany Tönisvorst, Germany Viersen, Germany Mönchengladbach, Germany 92

97 Company/partnership NEW Windpark Linnich GmbH & Co. KG NEW Windpark Viersen GmbH & Co. KG NiersEnergieNetze GmbH & Co. KG NiersEnergieNetze Verwaltungs-GmbH Nordsee Windpark Beteiligungs GmbH Novar Two Wind Farm Limited Npower Business and Social Housing Limited Npower Commercial Gas Limited Npower Direct Limited Npower Financial Services Limited Npower Gas Limited Npower Group plc Npower Limited Npower Northern Limited Npower Northern Supply Limited Npower Yorkshire Limited Npower Yorkshire Supply Limited NRF Neue Regionale Fortbildung GmbH NRW Pellets GmbH Octopus Electrical Limited OIE Aktiengesellschaft Oranje Wind Power B.V. Oranje Wind Power C.V. Oschatz Netz GmbH & Co. KG Oschatz Netz Verwaltungs GmbH Padcon GmbH Park Wiatrowy Dolice Sp. z o.o. Park Wiatrowy Elk Sp. z o.o. Park Wiatrowy Gaworzyce Sp. z o.o. Park Wiatrowy Msciwojów Sp. z o.o. Park Wiatrowy Nowy Staw Sp. z o.o. Park Wiatrowy Opalenica Sp. z o.o. Park Wiatrowy Prudziszki Sp. z o.o. Park Wiatrowy Smigiel I Sp. z o.o. Park Wiatrowy Suwalki Sp. z o.o. Park Wiatrowy Tychowo Sp. z o.o. Photovoltaikkraftwerk Götz GmbH & Co. KG Photovoltaikkraftwerk Götz Verwaltungs GmbH Photovoltaikkraftwerk Groß Dölln Infrastruktur GmbH & Co. KG Photovoltaikkraftwerk Groß Dölln Infrastruktur Verwaltungs-GmbH Photovoltaikkraftwerk Reinsdorf GmbH & Co. KG Photovoltaikkraftwerk Reinsdorf Verwaltungs GmbH Photovoltaikkraftwerk Tramm GmbH & Co. KG Photovoltaikkraftwerk Tramm Netzanschluss GmbH & Co. KG Photovoltaikkraftwerk Tramm Netzanschluss Verwaltungs GmbH Photovoltaikkraftwerk Tramm PV-Finanzierung GmbH & Co. KG Photovoltaikkraftwerk Tramm PV-Finanzierung Verwaltungs GmbH Seat, country Mönchengladbach, Germany Mönchengladbach, Germany Kevelaer, Germany Kevelaer, Germany Halle (Saale), Germany Erndtebrück, Germany Idar-Oberstein, Germany s-hertogenbosch, Netherlands s-hertogenbosch, Netherlands Oschatz, Germany Oschatz, Germany Kitzingen, Germany Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland Warsaw, Poland 93

98 Company/partnership Photovoltaikkraftwerk Tramm Verwaltungs-GmbH Piecki Sp. z o.o. Plus Shipping Services Limited Powerhouse B.V. Powerhouse Energy Solutions S.L. PRENU Projektgesellschaft für Rationelle Energienutzung in Neuss mbh Primus Projekt GmbH & Co. KG PS Energy UK Limited Qualitas-AMS GmbH Quintana Fotovoltaica SLU Rain Biomasse Wärmegesellschaft mbh regionetz GmbH Rheinkraftwerk Albbruck-Dogern Aktiengesellschaft Rheinland Westfalen Energiepartner GmbH Rhein-Sieg Netz GmbH rhenag Rheinische Energie Aktiengesellschaft rhenagbau GmbH Rhyl Flats Wind Farm Limited RL Besitzgesellschaft mbh RL Beteiligungsverwaltung beschr. haft. OHG Rowantree Wind Farm Ltd. RUMM Limited RWE East, s.r.o. RWE Energie S.R.L. RWE Energija d.o.o. RWE Hrvatska d.o.o. RWE Innogy Serbia d.o.o. RWE Ljubljana d.o.o. RWE Plin d.o.o. RWE Rheinhessen Beteiligungs GmbH RWE-EnBW Magyarország Energiaszolgáltató Korlátolt Felelösségü Társaság RWW Rheinisch-Westfälische Wasserwerksgesellschaft mbh Santa Severa Centrale PV s.a.s. (SRL) SARIO Grundstücks-Vermietungsgesellschaft mbh & Co. Objekt Würzburg KG SAS Île de France S.A.S. Scarcroft Investments Limited Scharbeutzer Energie- und Netzgesellschaft mbh & Co. KG SchlauTherm GmbH Sebukro B.V. SEG Solarenergie Guben GmbH & Co. KG SEG Solarenergie Guben Management GmbH SHW /RWE Umwelt Aqua Vodogradnja d.o.o. Sofia Offshore Wind Farm Holdings Limited Solar Holding Poland GmbH SOLARENGO Energia, Unipessoal, Lda. Solarkraftwerk Herlheim GmbH & Co. KG Solarkraftwerk Herlheim Verwaltungs GmbH Seat, country Warsaw, Poland Almere, Netherlands Madrid, Spain Neuss, Germany Hanover, Germany Siegen, Germany Madrid, Spain Rain, Germany Eschweiler, Germany Waldshut-Tiengen, Germany Siegburg, Germany Cologne, Germany Cologne, Germany Gundremmingen, Germany Gundremmingen, Germany Ystrad Mynach, United Kingdom Prague, Czech Republic Bukarest, Romania Zagreb, Croatia Zagreb, Croatia Belgrade, Serbia Ljubljana, Slovenia Zagreb, Croatia Budapest, Hungary Mülheim an der Ruhr, Germany Rome, Italy Würzburg, Germany Paris, France Scharbeutz, Germany Saarbrücken, Germany Amersfoort, Netherlands Guben, Germany Halle (Saale), Germany Zagreb, Croatia Cascais, Portugal 94

99 Company/partnership Solarkraftwerk Meuro GmbH & Co. KG Solarkraftwerk Meuro Verwaltungs GmbH Solarkraftwerk Oberspiesheim GmbH & Co. KG Solarkraftwerk Oberspiesheim Verwaltungs GmbH SP Solarprojekte 1 GmbH & Co. KG SP Solarprojekte 1 Verwaltungs-GmbH SP Solarprojekte 2 GmbH & Co. KG SP Solarprojekte 2 Verwaltungs-GmbH SP Solarprojekte 3 Verwaltungs-GmbH SP Solarprojekte 4 GmbH & Co. KG SP Solarprojekte 4 Verwaltungs-GmbH SP Solarprojekte 5 GmbH & Co. KG SP Solarprojekte 5 Verwaltungs-GmbH SP Solarprojekte 6 GmbH & Co. KG SP Solarprojekte 6 Verwaltungs-GmbH SP Solarprojekte 7 GmbH & Co. KG SP Solarprojekte 7 Verwaltungs-GmbH SP Solarprojekte GmbH & Co. KG Stadtwerke Dülmen Dienstleistungs- und Beteiligungs-GmbH & Co. KG Stadtwerke Düren GmbH Stadtwerke Korschenbroich GmbH Stadtwerke Lingen GmbH Storage Facility 1 Ltd. Stromnetz Friedberg GmbH & Co. KG Stromnetz Gersthofen GmbH & Co. KG Stromnetz Günzburg GmbH & Co. KG Stromnetz Pulheim Verwaltung GmbH Stromnetzgesellschaft Schwalmtal mbh & Co. KG Stromverwaltung Schwalmtal GmbH Südwestsächsische Netz GmbH Sun Data GmbH Sunpow 1 Sp. z o.o. Sunrise Energy Generation Pvt. Ltd. Süwag Energie AG Süwag Grüne Energien und Wasser GmbH Süwag Vertrieb AG & Co. KG Süwag Vertrieb Management GmbH SVFR 12 (SAS) SVS-Versorgungsbetriebe GmbH Syna GmbH Taciewo Sp. z o.o. The Hollies Wind Farm Limited Thermolux S.à r.l. Triton Knoll Offshore Wind Farm Limited TWS Technische Werke der Gemeinde Saarwellingen GmbH Überlandwerk Krumbach GmbH ucair GmbH Seat, country Dülmen, Germany Düren, Germany Mönchengladbach, Germany Lingen (Ems), Germany Slough, United Kingdom Friedberg, Germany Gersthofen, Germany Günzburg, Germany Pulheim, Germany Schwalmtal, Germany Schwalmtal, Germany Crimmitschau, Germany Warsaw, Poland Mumbai, India Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Vendres, France Stadtlohn, Germany Frankfurt am Main, Germany Warsaw, Poland Luxembourg, Luxembourg Saarwellingen, Germany Krumbach, Germany Berlin, Germany 95

100 Company/partnership Verteilnetz Plauen GmbH Verwaltungsgesellschaft Energieversorgung Timmendorfer Strand mbh Verwaltungsgesellschaft Scharbeutzer Energie- und Netzgesellschaft mbh VKB-GmbH VKN Saar Geschäftsführungsgesellschaft mbh Volta Energycare N.V. Volta Limburg B.V. Volta Service B.V. Volta Solar B.V. Volta Solar VOF VSE - Windpark Merchingen GmbH & Co. KG VSE - Windpark Merchingen VerwaltungsGmbH VSE Agentur GmbH VSE Aktiengesellschaft VSE Call centrum, s.r.o. VSE Ekoenergia, s.r.o VSE Net GmbH VSE Verteilnetz GmbH VSE-Stiftung ggmbh VWS Verbundwerke Südwestsachsen GmbH Východoslovenská distribucná, a.s. Východoslovenská energetika a.s. Východoslovenská energetika Holding a.s. Wärmeversorgung Schwaben GmbH Warsun Project Sp. z o.o. Wasser-Netzgesellschaft Kolpingstadt Kerpen GmbH & Co. KG WEK Windenergie Kolkwitz GmbH & Co. KG Wendelsteinbahn GmbH Wendelsteinbahn Verteilnetz GmbH Westerwald-Netz GmbH Westnetz GmbH WIJA GmbH Windkraft Hochheim GmbH & Co. KG Windpark Büschdorf GmbH Windpark Eekerpolder B.V. Windpark Eschweiler Beteiligungs GmbH Windpark Kattenberg B.V. Windpark Oostpolderdijk B.V. Windpark Paffendorf GmbH & Co. KG Windpark Paffendorf Verwaltungs GmbH Windpark Verwaltungsgesellschaft mbh Windpark Wadern-Felsenberg GmbH Windpark Zuidwester B.V. WK Solar Project Sp. z o.o. WKH Windkraft Hochheim Management GmbH WKN Windkraft Nord GmbH & Co. Windpark Wönkhausen KG WTTP B.V. Seat, country Plauen, Germany Timmendorfer Strand, Germany Scharbeutz, Germany Plauen, Germany Ensdorf, Germany Houthalen-Helchteren, Belgium Schinnen, Netherlands Schinnen, Netherlands Heerlen, Netherlands Heerlen, Netherlands Saarbrücken, Germany Saarbrücken, Germany Saarbrücken, Germany Saarbrücken, Germany Kosice, Slovakia Kosice, Slovakia Saarbrücken, Germany Saarbrücken, Germany Saarbrücken, Germany Lichtenstein, Germany Kosice, Slovakia Kosice, Slovakia Kosice, Slovakia Augsburg, Germany Warsaw, Poland Kerpen, Germany Kolkwitz, Germany Brannenburg, Germany Brannenburg, Germany Betzdorf-Alsdorf, Germany Dortmund, Germany Bad Neuenahr-Ahrweiler, Germany Hochheim, Germany Perl, Germany s-hertogenbosch, Netherlands Stolberg, Germany Zwolle, Netherlands s-hertogenbosch, Netherlands Lützen, Germany Wadern, Germany s-hertogenbosch, Netherlands Warsaw, Poland Halle (Saale), Germany Hanover, Germany Arnheim, Netherlands 96

101 Company/partnership Zagrebacke otpadne vode d.o.o. Seat, country Zagreb, Croatia 97

102 Annex 2b Persons acting jointly with innogy SE (companies affiliated with innogy SE which are not its Subsidiaries) Company/partnership Agenzia Carboni S.R.L. Alfred Thiel-Gedächtnis-Unterstützungskasse GmbH Alte Haase Bergwerks-Verwaltungs-Gesellschaft mbh BGE Beteiligungs-Gesellschaft für Energieunternehmen mbh Carl Scholl GmbH Catalina-Cypress Holding Limited E & Z Industrie-Lösungen GmbH Electra Insurance Limited Energy Resources B.V. Energy Resources Holding B.V. Energy Resources Ventures B.V. Essent Power B.V. GBV Dreißigste Gesellschaft für Beteiligungsverwaltung mbh GBV Dreiunddreißigste Gesellschaft für Beteiligungsverwaltung mbh GBV Einunddreißigste Gesellschaft für Beteiligungsverwaltung mbh GBV Siebte Gesellschaft für Beteiligungsverwaltung mbh GBV Vierunddreißigste Gesellschaft für Beteiligungsverwaltung mbh GBV Zweiunddreißigste Gesellschaft für Beteiligungsverwaltung mbh Gemeinschaftskraftwerk Bergkamen A beschränkt haftende OHG Gemeinschaftswerk Hattingen Gesellschaft mit beschränkter Haftung GfV Gesellschaft für Vermögensverwaltung mbh Great Yarmouth Power Limited Kernkraftwerk Gundremmingen GmbH Kernkraftwerk Lingen Gesellschaft mit beschränkter Haftung Kernkraftwerke Lippe-Ems Gesellschaft mit beschränkter Haftung Kieswerk Kaarst GmbH & Co. KG Kieswerk Kaarst Verwaltungs GmbH KMG Kernbrennstoff-Management Gesellschaft mit beschränkter Haftung Kraftwerksbeteiligungs-OHG der RWE Power AG und der PreussenElektra GmbH Mátrai Erömü Központi Karbantartó KFT Mátrai Erömü Zártkörüen Müködö Részvénytársaság MI-FONDS G50 N.V. Elektriciteits-Produktiemaatschappij Zuid-Nederland EPZ PI E&P Holding Limited PI E&P US Holding LLC PT Rheincoal Supply & Trading Indonesia, PT RD Hanau GmbH Regenesys Holdings Limited Regenesys Technologies Rheinbraun Brennstoff GmbH REV LNG SSL BC LLC Rheinische Baustoffwerke GmbH Seat, country Genoa, Italy Dortmund, Germany Cologne, Germany Hamilton, Bermuda 's-hertogenbosch, Netherlands 's-hertogenbosch, Netherlands 's-hertogenbosch, Netherlands Arnhem, Netherlands Bergkamen, Germany Dortmund, Germany Gundremmingen, Germany Lingen (Ems), Germany Lingen (Ems), Germany Bergheim, Germany Bergheim, Germany Lingen (Ems), Germany Visonta, Hungary Visonta, Hungary Frankfurt am Main, Germany Borssele, Netherlands George Town, Cayman Islands New York City, USA Jakarta, Indonesia Hanau, Germany Cologne, Germany Ulysses, USA Bergheim, Germany 98

103 Company/partnership Rhenas Insurance Limited ROSOLA Grundstücks-Vermietungsgesellschaft mbh & Co. Objekt Alzenau KG ROTARY-MATRA Kútfúró és Karbantartó KFT RV Rheinbraun Handel und Dienstleistungen GmbH RWE & Turcas Dogalgaz Ithalat ve Ihracat A.S. RWE & Turcas Güney Elektrik Üretim A.S. RWE Australia Pty. Ltd. RWE Cogen UK (Hythe) Limited RWE Cogen UK Limited RWE Cogen UK Trading Limited RWE Corner Participations B.V. RWE Eemshaven Holding B.V. RWE Eemshaven Holding II B.V. RWE Enerji Toptan Satis A.S. RWE Generation Belgium N.V. RWE Generation NL B.V. RWE Generation NL Participations B.V. RWE Generation NL Personeel B.V. RWE Generation SE RWE Generation UK Holdings plc RWE Generation UK plc RWE Ingen!us Limited RWE Markinch Limited RWE NSW PTY LTD RWE Nuclear GmbH RWE Pensionsfonds AG RWE Personeel B.V. RWE Power Aktiengesellschaft RWE Power Climate Protection China GmbH RWE Power Climate Protection Clean Energy Technology (Beijing) Co., Ltd. RWE Power Climate Protection GmbH RWE Power Climate Protection Southeast Asia Co. RWE Power International Ukraine LLC RWE Rhein Oel Ltd. RWE Supply & Trading (India) Private Limited RWE Supply & Trading Asia-Pacific PTE. LTD. RWE Supply & Trading CZ GmbH RWE Supply & Trading CZ, a.s. RWE Supply & Trading GmbH RWE Supply & Trading Participations Limited RWE Supply & Trading Switzerland S.A. RWE SUPPLY TRADING TURKEY ENERJI ANONIM SIRKETI RWE Technology International GmbH RWE Technology Tasarim ve Mühendislik Danismanlik Ticaret Limited Sirketi RWE Technology UK Limited RWE Trading Americas Inc. RWE Trading Services GmbH RWE Trading Services Ltd. Seat, country Sliema, Malta Düsseldorf, Germany Visonta, Hungary Cologne, Germany Istanbul, Turkey Ankara, Turkey Brisbane, Australia 's-hertogenbosch, Netherlands 's-hertogenbosch, Netherlands Geertruidenberg, Netherlands Istanbul, Turkey Antwerp, Belgium Arnhem, Netherlands Arnhem, Netherlands Arnhem, Netherlands Sydney, Australia Geertruidenberg, Netherlands Cologne and Beijing, China Bangkok, Thailand Kiev, Ukraine London, United Kingdom Mumbai, India Singapore, Singapore Prague, Czech Republic London, United Kingdom Geneva, Switzerland Istanbul, Turkey Istanbul, Turkey New York City, USA 99

104 Company/partnership RWEST Middle East Holdings B.V. RWEST PI FRE Holding LLC RWEST PI LNG 1 LLC RWEST PI LNG 2 LLC RWEST PI LNG HOLDING LLC RWEST PI WALDEN 1 LLC RWEST PI WALDEN HOLDING LLC SALUS Grundstücks-Vermietungsgesellschaft mbh & Co. Objekt Leipzig KG SRS EcoTherm GmbH TCP Petcoke Corporation Transpower Limited Versuchsatomkraftwerk Kahl GmbH WALDEN GREEN ENERGY LLC Seat, country 's-hertogenbosch, Netherlands New York City, USA New York City, USA New York City, USA New York City, USA New York City, USA New York City, USA Düsseldorf, Germany Salzbergen, Germany Dover, USA Dublin, Ireland Karlstein am Main, Germany New York City, USA 100

105 Annex 3 Cash confirmation of BNP Paribas S.A., Niederlassung Deutschland 101

106