Information document pursuant to Sec. 4 para. 1 no. 4 WpPG, amended on May 1, 2014*

Transcription

1 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 1/9 E.ON SE Securities Identification No. ENAG99 ISIN CODE: DE000ENAG999 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG, amended on May 1, 2014* for the acquisition of up to 82,616,922 shares of E.ON SE which the shareholders opt to convert against partial payment of the cash dividend pursuant to the resolution on the appropriation of profits adopted by the General Meeting of Shareholders of E.ON SE held on April 30, 2014 (conversion of dividends into shares). The Annual General Meeting of Shareholders E.ON SE ( E.ON or Company ) resolved upon the proposal of the Board of Management and the Supervisory Board on April 30, 2014, under Item 2 of the agenda (Adoption of a resolution on the appropriation of balance sheet profits) for the 2013 financial year the distribution of a cash dividend in an amount of 0.60 for each no-par value share ( Profit Appropriation Resolution ). The shareholders are entitled to receive such dividend in cash or to opt for its conversion, in part, into E.ON shares. For this purpose, up to 82,616,922 shares from the holdings of treasury shares of the Company are being offered. The offer is subject to the condition precedent of the delivery of the shares, which the shareholder receives by exercise of the option. This document has been prepared for fulfilment of the requirements of Sec. 4 para. 1 no. 4 German Securities Prospectus Act (Wertpapierprospektgesetz WpPG ). According to this provision, an obligation for the publication of a prospectus does not exist for public offers of dividends distributed to the shareholders in the form of shares, provided that a document is provided which contains information on the number and type of the shares and in which the reasons and details in respect of the offer are explained. More detailed information regarding E.ON are available at These materials are not an offer or the solicitation of an offer for sale or subscription of the shares in the United States. The shares may not be offered, sold, delivered or otherwise transferred in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). E.ON has not registered and does not intend to register any portion of the offering in the United States under the Securities Act or to conduct a public offering of shares in the United States. 1 Reasons The option to choose between a cash dividend and a dividend in the form of shares is internationally known and common. The offer to convert, at their choice, part of their dividend into shares instead of receiving it in cash, facilitates for the shareholders of E.ON an easy reinvestment of the dividend in shares of the Company. If the shareholder chooses to convert the dividend into shares, he/she can avoid a reduction of his/her percentage share in E.ON as a result of the offer. * A version of this document which shows the changes to the previous version of March 18, 2014, is accessible on

2 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 2/9 To the extent to which the cash dividend is converted into shares and, thus, the dividend entitlements are reinvested in the Company, the outflow of liquidity resulting from the dividend payment is reduced for E.ON. 2 Subject of the offer/option right E.ON shareholders who on April 30, 2014, in the evening, had E.ON shares booked into their securities accounts are entitled to receive, in part, shares of the Company by way of the dividend resolved bythe General Meeting of the Company on April 30, For this purpose, a total of up to 82,616,922 treasury shares of E.ON are available. After the adoption of the resolution by the annual General Meeting of E.ON on April 30, 2014, in accordance with the proposal for the appropriation of profits, the shareholders will have the following options: The shareholder makes an exclusive decision in favour of the cash dividend. In this case, the shareholder does not have to take any measures. It is expected that the shareholder will receive the cash dividend in an amount of 0.60 for each no-par value share held by him/her on May 23, The shareholder decides in favour of the conversion of the dividend into shares. The shareholder has to inform his/her depositary bank accordingly during the Offer Period from May 2, 2014, through May 15, 2014, 24:00 CEST. For this purpose, a standard form may be provided by the depositary bank. Other than that, the depositary banks determine the form of the notification and may shorten the Offer Period due to technical processing. Instructions issued to E.ON have no effect. It is expected that the shareholder will receive the E.ON shares on May 23, As a general rule, the dividend is subject to taxation. Therefore, a portion of the dividend in an amount of 0.17 per no-par value share ( Dividend Base Portion ) will always be distributed in cash. 1 Depending on the tax status of the individual shareholder, the Dividend Base Portion serves, if necessary, the purpose of covering the German tax of the shareholders to be transferred in cash to the tax authorities by the depositary bank or will (e.g. if a tax exemption certificate has been submitted) be credited to the account of the shareholder. The payment is expected to be made on May 23, The remaining amount of 0.43 per no-par value share ( Dividend Option Portion ) is available for conversion into shares. The number of Dividend Option Portions for which one share will be converted, will be determined on May 15, 2014, after the closing of the Xetra trading at the Frankfurt Stock Exchange. To the extent that Dividend Option Portions, or parts thereof, are not sufficient for receiving of one share, they will be paid out in cash. The delivery of the shares and payment of any remaining amounts is expected to occur on May 23, If after the expiry of the Offer Period the number of shares to be delivered as a result of the exercise of the option exceeds the number of the offered up to 82,616,922 E.ON treasury shares, an allocation will be conducted among all shareholders who have accepted the offer, in the proportion of the number of offered treasury shares to the number of shares to be delivered as a result of the exercise of the option ( Repartitioning ). To the extent that in this case shares cannot be allocated, a dividend in 1 In this respect, the Company uses as a basis for each shareholder the maximum possible tax deduction of German private shareholders of about 28% rounded upwards to the next full Euro cent amount and grants the dividend in cash in this amount.

3 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 3/9 a corresponding amount is paid out in cash. In the event of a Repartitioning, both the payment of the cash dividend and of the remaining amounts and the delivery of E.ON shares under the offer are expected to be made on May 28, The shareholder decides in favour of the cash dividend for part of his/her shares and for the remaining part converts the Dividend Option Portion into shares. 3 Details In this case, the procedures described above apply in each case to the portion of shares in respect of which the shareholder has made his/her decision. 3.1 Registered share capital/rights carried by the shares/securitisation/stock exchange listing The registered share capital of E.ON amounts to 2,001,000, and is divided into 2,001,000,000 no-par value registered shares (Stückaktien) with a proportionate amount of the company s share capital per no-par value share of Subject to statutory exceptions, all shares of E.ON carry the same rights; each share grants one vote in the General Meeting of the Company. The shares carry full profit participation rights from January 1, No distinction will be made between the new and the existing shares. The shares of the Company are freely transferable. The notifications relating to shares of the Company are published in the German Federal Gazette. The publications under stock exchange law are also made in the German Federal Gazette. The shares of E.ON are securitised in several global share certificates, in each case with a global bearer dividend coupon, which are deposited with Clearstream Banking AG, Eschborn ( Clearstream ). Pursuant to Sec. 4 para. 2 of the Articles of Association of the Company, the claim of the shareholder for securitisation of his/her shares and dividends is excluded, except to the extent that a securitisation is necessary under the rules of a stock exchange at which the share is admitted. The shares of E.ON are admitted for trading in the Prime Standard segment of the regulated market at the Frankfurt Stock Exchange as well as the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. The paying agent is Deutsche Bank AG, Frankfurt am Main. 3.2 Details regarding the offer (a) Treasury shares against consideration in kind with an exclusion of the subscription right of the shareholders Board of Management and Supervisory Board intend to use for the offer treasury shares of the Company against consideration in kind subject to an exclusion of the subscription right of the shareholders. The consideration in kind will be Dividend Option Portions to which the shareholder is entitled as a result of the resolution on the appropriation of balance sheet profits of the General Meeting of April 30, Under the authorisation by the General Meeting of May 3, 2012, (under Item 9) the treasury shares may be disposed of, inter alia, against consideration in kind subject to an exclusion of the subscription right.

4 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 4/9 (b) Exercising of the option right, Offer Period, condition precedent The option right in respect of the conversion of the Dividend Option Portion into treasury shares exists for all holders of no-par value registered shares of E.ON. For each no-par value share which was booked into the securities account of the respective shareholders on April 30, 2014, in the evening, they receive a Dividend Option Portion to which the option right is inseparably linked. It is expected that the shares of the Company will be listed "ex dividend" in the Prime Standard segment of the regulated market at the Frankfurt Stock Exchange as well as the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart on May 2, From May 2, 2014, the shareholders may accept the offer for conversion of the Dividend Option Portion into shares within the Offer Period. For this purpose, the shareholder has to inform his/her depositary bank of the acceptance. The offer period lasts from May 2, 2014, through May 15, 2014, 24:00 CEST. ( Offer Period ). For the acceptance declaration, a standard form may be provided by the depositary bank. Other than that, the depositary banks determine the form of the acceptance declaration and may shorten the Offer Period due to technical processing. The offer is subject to the condition precedent of the delivery of the shares, which the shareholder receives by exercise of the option. Shareholders who have exercised their option right may not revoke this election once made. (c) Subscription Ratio, Subscription Price The subscription ratio, i.e. the number of Dividend Option Portions which will be converted into one share, will be determined on May 15, 2014, after the closing of the Xetra trading at the Frankfurt Stock Exchange. The subscription ratio is equivalent to the Reference Price (less a nominal discount of 3.0%), divided by 0.43 (value of the Dividend Option Portion per no-par value share); this result will then be rounded upwards to one decimal place after the decimal point ( Subscription Ratio ). The reference price is equivalent to the volume-weighted average stock market price of the E.ON share in Xetra trading at the Frankfurt Stock Exchange (daily VWAP Xetra) on the last trading day of the Offer Period, i.e. on Thursday, May 15, 2014 ( Reference Price ). Reference Price Reference Price 3% Subscription Ratio = Dividend Option Portion per share rounded upwards to one decimal place after the decimal point To the extent that Dividend Option Portions, or parts thereof, are not sufficient for receiving of another share, this remaining amount will be paid out to the shareholder in cash. The remaining amount is the result of multiplying the number of Dividend Option Portions or, respectively, the parts of Dividend Option Portions which are not sufficient for receiving of a further share, by 0.43 (value of the Dividend Option Portion per no-par value share); this result will then be technically rounded to two decimal places after the decimal point in the depositary banking system ( Remaining Amount ). The subscription price is equivalent to the number of Dividend Option Portions converted into one share, multiplied by 0.43 (value of the Dividend Option Portion per no-par value share) ( Subscription Price ).

5 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 5/9 The Subscription Ratio and the Subscription Price are expected to be published on the web page of E.ON ( on May 15, 2014, after closing of the Xetra trading at the Frankfurt Stock Exchange as well as in the German Federal Gazette on the following day. Model calculation: Reference Price 2 : e.g Cash dividend: 0.60 Value of one Dividend Option Portion: Subscription Ratio: 0.60 less % of 0.60 rounded downwards to the next full Euro cent = minus 3.0% discount equals ; divided by 0.43 results in , rounded upwards to one decimal place after the decimal point results in Thus, for 30.5 Dividend Option Portions, 1 E.ON share can be acquired % = = 30.5 rounded upwards 0.43 Subscription Price: Remaining Amount: Calculation: Result of multiplying 30.5 (number of Dividend Option Portions required for subscription of one share) by 0.43 (value of the Dividend Option Portion per share). If, for example, a shareholder has converted 35 Dividend Option Portions, it follows from this calculation that he/she has made an excess conversion of 4.5 Dividend Option Portions. 4.5 Dividend Option Portions equal 1.94 (4.5 x 0.43 = 1.94 [rounded]). This amount is technically rounded to two decimal places after the decimal point. In this example, the shareholder will thus receive for 35 Dividend Option Portions: (1) one E.ON share, (2) the Remaining Amount of 1.94 in cash and (3) the Dividend Base Portion in cash depending on the individual tax treatment. The Subscription Price amounts to at an assumed Reference Price (daily VWAP Xetra) on 15 May 2014 in an amount of (d) Notes on technical processing For the purpose of the technical processing of the option right, the Dividend Option Portions will be automatically booked into the depositary banks under the ISIN DE000ENAG1E0 / WKN ENAG1E by Clearstream on May 2, 2014, ( Technical Dividend Option Portion ). The book entry of the respective Technical Dividend Option Portion physically represents, at the same time, the corresponding option right. It is the responsibility of the depositary banks to book the Technical Dividend Option Portions into the securities accounts of the individual shareholders. 2 Please note that stock market prices will be used as a basis for the determination of the Reference Price which already contain the dividend discount. Please note further that the Subscription Ratio and, thus, also the Subscription Price depend on the actual development of the stock market price of the E.ON shares and, thus, may deviate from the assumed hypothetical figures.

6 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 6/9 After the submission of the acceptance declaration to the respective depositary bank, the latter conducts a transfer posting of the Technical Dividend Option Portions to the Securities Identification Code ISIN DE000ENAG1F7 / WKN ENAG1F ( Exercised Technical Dividend Option Portion ). The acceptance is only declared with the transfer posting in due time of the corresponding Technical Dividend Option Portions from ISIN DE000ENAG1E0 / WKN ENAG1E (Technical Dividend Option Portion) to ISIN DE000ENAG1F7 / WKN ENAG1F (Exercised Technical Dividend Option Portion). For reasons of technical processing, it is recommended not to conduct securities accounts transfers in respect of Technical Dividend Option Portions. No transfer postings to other securities accounts can be conducted in respect of the Exercised Technical Dividend Option Portions. (e) No trading of Dividend Option Portions Trading of the Dividend Option Portions at a stock exchange is not intended and will not be organised by the Company. Therefore, a purchase or sale of Dividend Option Portions via the stock exchange in the regulated market is therefore not possible. Such purchase or sale will not be facilitated by the Company, either. (f) Rights carried by the treasury shares to be delivered as a result of the exercise of the option right The treasury shares to be delivered in the course of the exercise of the dividend option carry the same rights as all other shares of the Company and convey no further rights or benefits. Each share grants one vote in the shareholders' meeting of the Company. With the exception of certain cases stipulated by statutory law, there are no restrictions of the voting right. The treasury shares carry full profit participation rights from January 1, The treasury shares are freely transferable. In the event of the liquidation of the Company, the treasury shares participate in any liquidation proceeds of the Company in accordance with their arithmetical share in the registered share capital. The treasury shares are securitised in several global share certificates, in each case with a global bearer dividend coupon and deposited with Clearstream. The delivery of the treasury shares will be made by collective securities credit. The treasury shares are admitted for trading in the Prime Standard segment of the regulated market at the Frankfurt Stock Exchange as well as the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. (g) Maximum/minimum number of offered treasury shares The exact number of treasury shares which will be delivered in the course of the exercise of the option right by the shareholders depends on the extent to which the shareholders exercise the option right to convert their Dividend Option Portions into shares, as well as on the Subscription Ratio and Subscription Price of the treasury shares. A maximum number of 82,616,922 treasury shares is offered.

7 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 7/9 Example on the basis of an assumed hypothetical Subscription Ratio 3 : If, for instance, the Subscription Ratio was determined to be 30.5 : 1 and if all shareholders were to decide in favour of the conversion of the Dividend Option Portions into shares with their entire holdings of shares, then on the basis of the number of shares existing which are entitled to dividends as of February 28, 2014, 1,907,808,363 4 (and assuming that all shareholders hold 31 shares or an integral multiple of 30.5 shares) 62,551,093 treasury shares would be delivered (maximum number). In the event that no shareholder decides in favour of the conversion of the Dividend Option Portions into shares, no shares will be delivered. In that case, the minimum number of treasury shares to be delivered amounts to zero. 3.3 Costs and benefits of the offer for E.ON No new liquid funds will be received by E.ON. However, the dividend payable by E.ON in cash for the 2013 financial year will be reduced by the extent to which the shareholders opt for the conversion of the Dividend Option Portions into shares. If all shareholders decide in favour of the conversion of the Dividend Option Portions into shares in respect of their entire shareholdings and assuming that there are no Remaining Amounts, then on the basis of the number of 1,907,808,363 existing shares entitled to dividends as of February 28, 2014, the dividend amount payable by E.ON would be reduced by approximately 820 million. E.ON will pay an expense allowance for the processing of the dividend option to the depositary banks located in Germany on a voluntary basis. Besides, the shareholder may also incur costs with his/her depositary bank for the subscription of shares by way of conversion against cash payment of the dividend. The costs of the offer for E.ON depend on the acceptance quota and are expected to amount to approximately 1.7 million (net). 3.4 Expected time schedule April 30, 2014 May 1, 2014 From May, May 2, 2014 Annual General Meeting of E.ON Publication of the offer of the treasury shares on the E.ON web page ( Trading of E.ON share ex dividend Booking of the Technical Dividend Option Portions for the securities accounts customers in accordance with the securities accounts status as of April 30, 2014, in the evening Publication of the offer of the treasury shares in the German Federal Gazette Commencement of the Offer Period 3 Please note that the Subscription Ratio depends on the actual development of the stock market price of the E.ON shares and, thus, may deviate from the assumed hypothetical figures. Accordingly, the number of treasury shares to be delivered may also deviate from the number assumed in the example. 4 Number not identical to the total number of existing shares as of the cut-off date, February 28, 2014, since the number of treasury shares has to be deducted from this total number. These are not entitled to dividends.

8 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 8/9 May 15, 2014 Date for the determination of the Reference Price for the Subscription Ratio Determination and announcement of the Subscription Ratio and the Subscription Price on the E.ON web page ( after the closing of the Xetra trading at the Frankfurt Stock Exchange, i.e. presumably after 17:30 CEST. End of the Offer Period for the exercise of the option right May 16, 2014 May 21, 2014 May 23, 2014 May 28, 2014 Announcement of the Subscription Ratio and of the Subscription Price in the German Federal Gazette Determination of the total number of treasury shares to be granted Distribution of the cash dividend for those shares in respect of which no acceptance of the offer was declared, as well as of the Remaining Amount; delivery of the allocated treasury shares and booking into the securities accounts of the shareholders In the event of a Repartitioning: Distribution of the cash dividend (including for those shares which because of the pro rata allocation could not be considered); delivery of the allocated treasury shares and booking into the securities accounts of the shareholders 3.5 Tax treatment The following summary description of the tax treatment of the dividend does not purport to be correct or complete and does not replace personal advice from a tax advisor. As a general rule, shareholders' dividends are subject to taxation. Therefore, the dividend paid out by the depositary banks to the shareholders is taxed at a flat rate withholding tax, a solidarity tax as well as, if applicable, a church tax (a maximum total of approximately 28%). In the case of domestic shareholders, the deduction of tax occurs independently of the personal income tax rate and has discharging effect. For shareholders with a personal income tax rate below 25%, there is the possibility of declaring the dividend income in the income tax return and receiving a reimbursement of the difference between the income tax payable under the applicable income tax scale and the flat rate withholding tax paid. For shareholders who have submitted a non-assessment certificate to their depositary bank, the tax deduction does not apply. The same applies to shareholders who have submitted a tax exemption certificate to their depositary bank, insofar as the declared exemption amount has not already been used up by other dividends or certain capital gains. In the case of foreign shareholders, the German flat rate withholding tax, including solidarity tax, will be reduced, as a general rule, if a convention for the avoidance of double taxation (Double Tax Treaty DTT ) has been entered into between the relevant country and the Federal Republic of Germany, to the permissible maximum rate under such DTT. Any applications for reimbursement have to be filed with the Bundeszentralamt für Steuern (Federal Central Tax Office) in due time.

9 Information document pursuant to Sec. 4 para. 1 no. 4 WpPG 9/9 Regarding the option for a conversion of the dividend into E.ON shares, the Dividend Base Portion, which in the course of the dividend payment by E.ON will always be paid out in cash, will either be used for covering the respective shareholder s German tax liability to the tax authority or, respectively (e.g. in the case of submission of a tax exemption certificate), will be credited to the account of the shareholder. 3.6 Subsequent provision of additional information The details which in this information document pursuant to Sec. 4 para. 1 no. 4 WpPG were originally still left open, such as the Subscription Ratio and the Subscription Price, will be published on the E.ON web page at and also in the German Federal Gazette. Düsseldorf, May 1, 2014 E.ON SE (Klaus Schäfer) (Member of the Board of Management) (Karl-Heinz Feldmann) (Authorized Signatory)