Obligation E.ON 0.875% ( XS1616410061 ) en EUR

E.ON

98.848 % ▲

Allemagne

XS1616410061 ( en EUR )

0.875% par an ( paiement annuel )

22/05/2024

Prospectus brochure de l'obligation E.ON XS1616410061 en EUR 0.875%, échéance 22/05/2024

22/05/2024 ( Dans 33 jours )

L'Obligation émise par E.ON ( Allemagne ) , en EUR, avec le code ISIN XS1616410061, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/05/2024

Debt Issuance Programme Prospectus
31 March 2017
This document constitutes the base prospectus for the purposes of article 5.4 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive") of E.ON SE in respect of non-
equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as
amended ("Non-Equity Securities") (the "Debt Issuance Programme Prospectus" or the "Prospectus").

E.ON SE
(Düsseldorf, Federal Republic of Germany)
as Issuer

35,000,000,000
Debt Issuance Programme
(the "Programme")

Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg Stock
Exchange and trade Notes on the market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued
by the European Commission (Regulated Market "Bourse de Luxembourg") (the "Regulated Market"). The Luxembourg Stock
Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive
2004/39/EC, as amended. Notes issued under the Programme may also not be listed at all.
The Issuer has requested the Commission de Surveil ance du Secteur Financier of the Grand Duchy of Luxembourg (the
"Commission") in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières) which implements the Prospectus Directive into Luxembourg law (the
"Luxembourg Law") to provide the competent authorities in the Federal Republic of Germany ("Germany"), the United
Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and The Netherlands with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law (each a "Notification"). The Issuer
may request the Commission to provide competent authorities in additional Member States within the European Economic Area
with a Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness
of the operation or the quality or solvency of the issuer in accordance with the provisions of Article 7(7) of the Luxembourg Law.

Arranger
Deutsche Bank

Dealers
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
MUFG
NatWest Markets
UniCredit Bank

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus is valid for a period of twelve months after approval.

2

RESPONSIBILITY STATEMENT
E.ON SE ("E.ON", the "Company" and together with its consolidated group companies, the "E.ON
Group") with its registered office in Düsseldorf, Federal Republic of Germany (herein also referred to
as the "Issuer") is solely responsible for the information given in this Prospectus and for the
information which will be contained in the relevant final terms (the "Final Terms").
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated herein by reference. Full information on the Issuer and any Tranche
of Notes (as defined herein) is only available on the basis of the combination of the Prospectus
(including any document incorporated by reference and any supplement) and the relevant Final
Terms.
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all
information which is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the
Notes which is material in the context of the Programme; that the information contained herein with
respect to the Issuer and the Notes is accurate and complete in all material respects and is not
misleading; that any opinions and intentions expressed herein are honestly held and based on
reasonable assumptions; that there are no other facts with respect to the Issuer or the Notes, the
omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers to supplement this Prospectus or publish a new
Prospectus if and when the information herein should become materially inaccurate or incomplete or in
the event of any significant new factor, material mistake or inaccuracy relating to the information
included in this Prospectus which is capable of affecting the assessment of the Notes and which arises
or is noted between the time when this Prospectus has been approved and the final closing of any
Tranche of Notes offered to the public or, as the case may be, when trading of any Tranche of Notes
on a regulated market begins, in respect of Notes issued on the basis of this Prospectus and where
approval by the Commission of any such document is required, upon such approval having been
given.
No person has been authorised to give any information which is not contained in or not consistent with
this Prospectus or any other document entered into in relation to the Programme or any information
supplied by any Issuer or any other information in the public domain and, if given or made, such
information must not be relied upon as having been authorised by the Issuer, the Dealers or any of
them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement hereto, or
any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for
the accuracy and completeness of the information contained in any of these documents. This
Prospectus is valid for 12 months following its date of publication and this Prospectus and any
supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue.
The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may
not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in
the financial situation of the Issuer since such date or that any other information supplied in connection
with the Programme is accurate at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus, any supplement hereto, and any Final Terms and the offering, sale
and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Prospectus, any supplement hereto, or any Final Terms come are required to inform themselves
about and observe any such restrictions. For a description of the restrictions applicable in the United
States of America, the European Economic Area in general, the United Kingdom, Italy and Japan see

3

"Selling Restrictions". In particular, the Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended, and are subject to tax law requirements of the
United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States of America or to U.S. persons.
The language of the Prospectus and any supplement thereto is English. The German versions of the
English language sets of Terms and Conditions are shown in the Prospectus for additional information.
As to form and content, and all rights and obligations of the Holders and the Issuer under the Notes to
be issued, German is the control ing legal y binding language if so specified in the relevant Final
Terms.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Programme may be entitled to use the Prospectus, as further described
in "Consent to the Use of the Prospectus" below.
This Prospectus and any supplement hereto may only be used for the purpose for which it has
been published.
This Prospectus and any supplement hereto and any Final Terms may not be used for the
purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such an offer or
solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for
or purchase any Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or
Dealers (if any) named as Stabilising Manager(s) (the "Stabilising Manager(s)") in the
applicable Final Terms (or persons acting on behalf of a Stabilising Manager) may over-allot
Notes or effect transactions with a view to supporting the price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that such Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin at any time after the adequate public disclosure of
the terms of the offer of the relevant Tranche of the Notes and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the Issue Date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) action on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
Any websites included in the Prospectus, except for the website www.bourse.lu, are for information
purposes only and do not form part of the Prospectus.
References herein to the "Uniper Group" shall mean Uniper SE and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "wil " and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding E.ON Group's
business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuer makes to the best of its present knowledge. These forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual results, including E.ON Group's
financial condition and results of operations, to differ materially from and be worse than results that
have expressly or implicitly been assumed or described in these forward-looking statements. E.ON
Group's business is also subject to a number of risks and uncertainties that could cause a forward-
looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Prospectus: "Risk Factors", "E.ON
SE as Issuer" and such parts of the documents incorporated by reference into this Prospectus as set

4

out under "Documents incorporated by Reference" below. These sections include more detailed
descriptions of factors that might have an impact on E.ON Group's business and the markets in which
it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by
law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.

5

TABLE OF CONTENTS

PAGE
Summary
................................................................................................................................................... 6
Section A - Introduction and Warnings ......................................................................................................... 6
Section B Issuer ......................................................................................................................................... 7
Section C - Notes .......................................................................................................................................... 9
Section D - Risks ........................................................................................................................................ 13

Risks Specific to E.ON SE ....................................................................................................... 13

Risks Specific to the Notes ...................................................................................................... 15
Section E - Offer ......................................................................................................................................... 18
German Translation of the Summary / Deutsche Übersetzung der Zusammenfassung ............................... 19
Abschnitt A - Einleitung und Warnhinweise ................................................................................................... 19
Abschnitt B - Emittentin ................................................................................................................................. 20
Abschnitt C - Schuldverschreibungen ............................................................................................................ 23
Abschnitt D - Risiken ..................................................................................................................................... 27

Risiken, die der E.ON SE eigen sind ....................................................................................... 27

Risiken, die den Schuldverschreibungen eigen sind ................................................................ 31
Abschnitt E - Angebot .................................................................................................................................... 34
Risk Factors ................................................................................................................................................. 35
Risk Factors regarding E.ON SE ................................................................................................................... 35
Risk Factors regarding the Notes .................................................................................................................. 38
E.ON SE as Issuer......................................................................................................................................... 42
Consent to the Use of the Prospectus ........................................................................................................... 58
General Description of the Programme ......................................................................................................... 59
Terms and Conditions of the Notes - English Language Version .................................................................. 62
Option I - Terms and Conditions that apply to Notes with Fixed Interest Rates ............................................ 62
Option II - Terms and Conditions that apply to Floating Rate Notes ............................................................. 80
Option III - Terms and Conditions that apply to Notes without Periodic Interest Payments (Zero Coupon) 100
Terms and Conditions of the Notes - German Language Version ............................................................... 115
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..................................... 116
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ................................ 136
Option III - Anleihebedingungen für Schuldverschreibungen ohne periodische Verzinsung (Nullkupon) ... 157
Form of Final Terms .................................................................................................................................... 174
Use of Proceeds .......................................................................................................................................... 191
Taxation
............................................................................................................................................... 192
Selling Restrictions ...................................................................................................................................... 198
General Information ..................................................................................................................................... 202

Interest of Natural and Legal Persons involved in the Issue/Offer ......................................................... 202

Authorisation .......................................................................................................................................... 202

Listing and Admission to Trading of Notes on the Luxembourg Stock Exchange .................................. 202

Documents on Display ........................................................................................................................... 202
Documents Incorporated by Reference ....................................................................................................... 203

Cross Reference List of Documents Incorporated by Reference ........................................................... 203

Availability of Documents ....................................................................................................................... 203
Names and Addresses ................................................................................................................................ 204

6

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type
of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".
The Summary contains options, characterised by square brackets or typesetting in italics (other than the
respective translations of specific legal terms), and placeholders regarding the Notes to be issued under the
Programme. The summary of the individual issue of Notes will include the options relevant to this issue of
Notes as determined by the applicable Final Terms and will contain the information, which had been left
blank, as completed by the applicable Final Terms.
Element
Section A Introduction and warnings
A.1
Warnings Warning
that:
this Summary should be read as an introduction to the
Prospectus;
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor;
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus, before
the legal proceedings are initiated; and
civil liability attaches only to the Issuer who has tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it
does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors
when considering whether to invest in such Notes.

A.2
Consent to the use of the
[Dealers and/or further financial intermediaries subsequently
Prospectus
reselling or finally placing the Notes may be entitled to use the
Prospectus for the subsequent resale or final placement of the
Notes during the offer period for the subsequent resale or final
placement of the Notes from [] to [], provided however, that
the Prospectus is still valid in accordance with Article 11(2) of
the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières), as amended,
which implements Directive 2003/71/EC of the European
Parliament and of the Council of 4
November
2003 (as
amended).
The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Prospectus, each Dealer and/or relevant further
financial intermediary must make certain that it complies with al
applicable laws and regulations in force in the respective
jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary the Dealer and/or the further
financial intermediary shall provide information to investors
on the terms and conditions of the Notes at the time of that
offer.]

7

[Not applicable. No consent has been given.]

Element
Section B Issuer
B.1
Legal and commercial
E.ON SE ("E.ON" and, together with its consolidated group
name
companies, "E.ON Group").
B.2
Domicile / Legal form /
E.ON is incorporated under the laws of Germany and registered
Legislation / Country of
in the commercial register of the local court of Düsseldorf,
incorporation
Germany. Its legal form is a European company (Societas
Europaea, SE). Its domicile is Düsseldorf, Germany. In
connection with the move of the Company's head office to Essen
at the beginning of 2016, the Company's registered office shall
be also changed to Essen after approval at the annual general
meeting in May 2017.
B.4b
Known trends affecting
To a large extent, E.ON Group operates in a competitive,
the Issuer and the
international market environment and is generally affected by
industries in which it
developments in the global economy. E.ON Group also faces
operates
political, legal and regulatory changes as a source of external
risks which could negatively affect E.ON Group's earnings.
E.ON's businesses in and outside Germany face an increasingly
competitive environment which could reduce its margins.
Technological y complex production facilities are used in the
production and distribution of energy and E.ON's operations
could experience unanticipated operational or other problems.
E.ON is exposed to social and environmental risks. E.ON
Group's business operations are exposed to commodity price
risks.
B.5
Description of the Group
E.ON SE is the ultimate parent company of E.ON Group which
and the Issuer's position
focuses systematically on the new energy world of empowered
within the Group
and proactive customers, renewables, distributed energy, local
energy systems, and digital solutions. Led by Group
Management in Essen, E.ON's operations are segmented into
three operating units: Energy Networks, Customer Solutions,
and Renewables. The non-strategic operations are reported
under Non-Core Business.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The auditor's reports with respect to the
qualifications in the audit consolidated financial statements for the financial years ended
report on historical
31 December 2016 and 2015, respectively, do not include any
financial information
qualifications.
B.12
Selected historical key financial information
The following table shows selected consolidated financial information for E.ON Group
(prepared in accordance with IFRS):

1 January 2016 -
1 January 2015 -
31 December 2016
31 December 2015

million EUR1)
Sales
38,173 42,656
Adjusted EBIT2)
3,112 3,563
Adjusted EBITDA3)
4,939 5,844
Adjusted net income4)
904 1,076
Cash provided by operating
2,961 4,191
activities of continuing operations

8

31 December 2016
31 December 2015

million EUR
Total assets
63,699
113,693
Equity 1,287
19,077
Economic net debt5) 26,320
27,714
1) Figures for 2015 have been derived from the prior year column of the consolidated financial statements
for 2016 of E.ON, which disclosed discontinued operations separately. From the time at which the
Annual Shareholders Meeting granted its consent to the spin-off and until deconsolidation, Uniper
Group met the requirements for being reported as a discontinued operation. The income and losses
from Uniper Group's ordinary operating activities were reported separately on the face of the Group's
income statement under income/loss from discontinued operations, net. Prior-year income statement
figures were adjusted accordingly. The relevant assets and liabilities were recognised in a separate line
on the balance sheet; prior-year figures were not adjusted. Uniper Group's cash flows were reported
separately in the cash flow statement, with prior-year figures adjusted accordingly.
2) Adjusted earnings before interest and taxes ("Adjusted EBIT"). The unadjusted EBIT figure used by
E.ON is derived from income/loss from continuing operations before financial results and income taxes
according to IFRS, taking into account the net income/expense from equity investments ("EBIT"). It is
then adjusted to exclude material non-operating effects such as book gains or book losses from
significant disposals as wel as restructuring expenses). Adjusted EBIT is a Non-GAAP Financial
Measure and the most important key figure at E.ON for purposes of internal management control and
as an indicator of a business's sustainable earnings power. The E.ON Management Board is convinced
that adjusted EBIT is the most suitable key figure for assessing operating performance because it
presents a business's operating earnings independently of non-operating factors, interest, and taxes.
3) Adjusted earnings before interest, taxes, depreciation, and amortisation ("Adjusted EBITDA"). Adjusted
EBITDA equals the EBIT figure used by E.ON before depreciation and amortisation, which is then
adjusted for material non-operating effects. It is a Non-GAAP Financial Measure reported for information
purposes.
4) Adjusted net income is an earnings figure after interest income, income taxes, and non-controlling
interests that has been adjusted to exclude non-operating effects. In addition to the marking to market
of derivatives, the adjustments include book gains and book losses on disposals, restructuring
expenses, other material non-operating income and expenses (after taxes and non-controlling
interests), and interest expense/income not affecting net income, which consists of the interest
expense/income resulting from non-operating effects. Adjusted net income also does not include
income/loss from discontinued operations. It is a Non-GAAP Financial Measure and the E.ON
Management Board uses this figure in conjunction with its dividend policy.
5) Economic net debt includes not only net financial position but also provisions for pensions and asset-
retirement obligations. The 2016 figure for the asset-retirement obligations is not the same as the figure
shown in E.ON's Consolidated Balance Sheet. In the case of material provisions affected by negative
real interest rates, E.ON uses the actual amount of the obligation instead of the balance-sheet figure to
calculate economic net debt. The 2016 and prior-year economic net debt figures are not comparable
since the asset-retirement obligations are calculated differently. It is a Non-GAAP Financial Measure
that E.ON uses to control the Group's financing structure.

Material adverse change There has been no material adverse change in the prospects of
in the prospects of the E.ON since 31 December 2016.
Issuer

Significant change in the Not applicable. There has been no significant change in the
financial and trading financial or trading position of E.ON SE since 31 December
position
2016.
B.13 Recent
events
On 15 March 2017 Standard & Poor's Credit Market Services
Europe Limited ("Standard & Poor's")1,2 downgraded E.ON's
credit rating to BBB3 (outlook: stable) and Moody's Investors
Service Ltd. ("Moody's")4,2 downgraded E.ON's rating to an

1 Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA
Regulation").
2 The European Securities and Markets Authority publishes on its website (www.esma.europa.eu) a list of credit rating
agencies registered in accordance with the CRA Regulation. That list is updated within five working days fol owing the
adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list
in the Official Journal of the European Union within 30 days fol owing such update.
3 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sel or hold securities and may be revised or
withdrawn by the rating agency at any time.
4 Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").

9

Baa23 (outlook: stable).
On 16 March 2017 E.ON SE has resolved an increase of its
share capital by partial utilisation of its authorised capital from
EUR 2,001,000,000 by EUR 200,099,000 to EUR 2,201,099,000
by issuing 200,099,000 ordinary registered shares with no par
value. E.ON SE received gross proceeds of approx. EUR 1.35
billion from its capital increase.
B.14 Statement
of
dependency
Not applicable. E.ON is not dependent upon other entities within
upon other entities within E.ON Group.
the group
B.15 Principal
activities
E.ON provides energy supply (primarily electricity and gas).
E.ON's activities may encompass the generation and/or
production, transport, acquisition, distribution and trading.
Facilities of all kinds may be built, acquired and operated;
services and co-operations of all kinds may be performed.
B.16 Controlling
persons As far as E.ON is aware, approximately 74 per cent. of al
identified shareholders are institutional and about 26 per cent.
are retail investors.
E.ON has been notified that BlackRock Inc. holds an (indirect)
stake of approximately 6 per cent. of E.ON's share capital.
B.17
Credit ratings of the
Standard & Poor's Credit Market Services Europe Limited
Issuer or its debt
("Standard & Poor's")1,2 has assigned the long-term credit rating
securities
BBB3 (outlook: stable) and Moody's Investors Service Ltd.
("Moody's")4,2 has assigned an Baa23 rating (outlook: stable) to
E.ON.
[The Notes are rated [] by [].]
[Not applicable. The Notes are not rated.]

Element
Section C Notes

C.1
Class and type of the
Class
Notes / Security
Identification Number
The Notes are unsecured.
[Fixed Rate Notes
The Notes bear interest at a fixed rate throughout the entire term
of the Notes].
[Floating Rate Notes
The Notes will bear interest at a rate determined [(and as
adjusted for the applicable margin)] on the basis of a reference
rate appearing on the agreed screen page of a commercial

1 Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA
Regulation").
2 The European Securities and Markets Authority publishes on its website (www.esma.europa.eu) a list of credit rating
agencies registered in accordance with the CRA Regulation. That list is updated within five working days fol owing the
adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list
in the Official Journal of the European Union within 30 days fol owing such update.
3 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sel or hold securities and may be revised or
withdrawn by the rating agency at any time.
4 Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").

10

quotation service.]
[Zero Coupon Notes
There will not be any periodic payments of interest on the
Notes.]
ISIN
[]
Common Code
[]
WKN
[]
C.2 Currency

The Notes are issued in [].
C.5 Restrictions
on
free Not applicable. The Notes are freely transferable.
transferability
C.8
Rights attached to the
[Early redemption in the case of fixed rate Notes or zero
Notes (including ranking coupon Notes]
of the Notes and
limitations to those
[The Notes can be redeemed prior to their stated maturity [at the
rights)
option of] [the Issuer] [,] [and] [or] [the holders of the Notes (the
"Holders"),] for taxation reasons, [for reasons of a change of
control in respect of E.ON SE] or upon the occurrence of an
event of default).]
[Early redemption in the case of floating rate Notes
The Notes can be redeemed prior to their stated maturity [at the
option of the Issuer,] for taxation reasons, [for reasons of a
change of control in respect E.ON SE] or upon the occurrence of
an event of default).]
[Early Redemption at the option of the [Issuer] [and][or] [the
Holders] at specified redemption amount(s)
The Notes can be redeemed at the option of the [Issuer]
[and][or] [the Holders] upon giving notice within the specified
notice period to [the Holders] [or] [the Issuer][, as the case may
be,] [on a date or dates] [within the period(s)] specified prior to
such stated maturity and at the specified redemption amount(s)
together with accrued interest to, but excluding, the relevant
redemption date.]
[Early Redemption at the option of the Issuer at the Make-
Whole Amount
The Notes can be redeemed at the option of the Issuer upon
giving notice within the specified notice period to the Holders on
a date specified prior to the stated maturity at the Make-Whole
Amount together with accrued interest to, but excluding, the
relevant redemption date.]
[Early redemption at the option of the Issuer at the principal
amount of the respective Note in the case of floating rate
Notes
The Notes can be redeemed in whole or in part at the option of
the Issuer for the first time on [] and on each interest payment
date thereafter upon giving notice within the specified notice
period to the holders of the Notes (the "Holders") at the principal
amount of the respective Note together with accrued interest to,