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750 000 000 EUR

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Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/08/2021

Debt Issuance Programme Prospectus
28 March 2019
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
(Essen, 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") or on the professional segment of
the Regulated Market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). Notes issued
under the Programme may also not be listed at all.
The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"Commission") in its capacity as competent authority under the Luxembourg Law of 10 July 2005 on prospectuses for securities,
as amended and superseded (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, telle que modifiée), which
implements the Prospectus Directive into Luxembourg law (the "Luxembourg Law") to provide the competent authorities in the
Federal Republic of Germany ("Germany") 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 replaces the prospectus dated 18 April 2018 and 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 Essen, 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 al 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, Japan and
Singapore see "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

3

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.
Product classification requirements in Singapore: The Notes are prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO EEA
RETAIL INVESTORS", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a
qualified investor as defined in the Prospectus Directive. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
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 controlling legally binding language if so specified in the relevant Final Terms.
Interest amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro
Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI), or (ii)
LIBOR (London Interbank Offered Rate) which is provided by ICE Benchmark Administration Limited
(IBA), or (iii) NIBOR (Norwegian Interbank Offered Rate) which is provided by Norske Finansiel e
Referanser AS (NoRe), or (iv) STIBOR (Stockholm Interbank Offered Rate) which is provided by the
Swedish Bankers' Association (SBA). As at the date of this Prospectus, IBA appears whereas each of
EMMI, NoRe and SBA does not appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR"). As far as the Issuer is aware, the
transitional provisions in Article 51 of the BMR apply, such that EMMI, NoRe and SBA are not currently
required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
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.

4

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, stabilisation may not necessarily occur. 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 cease 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) acting 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 in the context of the
documents incorporated by reference, 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 material y 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 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 ........................................................................................................................................ 10
Section D - Risks ........................................................................................................................................ 13

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

Risks Specific to the Notes ...................................................................................................... 16
Section E - Offer ......................................................................................................................................... 20
German Translation of the Summary / Deutsche Übersetzung der Zusammenfassung ............................... 21
Abschnitt A - Einleitung und Warnhinweise ................................................................................................... 21
Abschnitt B - Emittentin ................................................................................................................................. 22
Abschnitt C - Schuldverschreibungen ............................................................................................................ 26
Abschnitt D - Risiken ..................................................................................................................................... 30

Risiken, die der E.ON SE eigen sind ....................................................................................... 30

Risiken, die den Schuldverschreibungen eigen sind ................................................................ 34
Abschnitt E - Angebot .................................................................................................................................... 38
Risk Factors ................................................................................................................................................. 40
Risk Factors regarding E.ON SE ................................................................................................................... 40
Risk Factors regarding the Notes .................................................................................................................. 43
E.ON SE as Issuer......................................................................................................................................... 51
Consent to the Use of the Prospectus ........................................................................................................... 69
General Description of the Programme ......................................................................................................... 70
Terms and Conditions of the Notes - English Language Version .................................................................. 73
Option I - Terms and Conditions that apply to Notes with Fixed Interest Rates ............................................ 73
Option II - Terms and Conditions that apply to Floating Rate Notes ............................................................. 91
Option III - Terms and Conditions that apply to Notes without Periodic Interest Payments (Zero Coupon) 115
Terms and Conditions of the Notes - German Language Version ............................................................... 130
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..................................... 131
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ................................ 150
Option III - Anleihebedingungen für Schuldverschreibungen ohne periodische Verzinsung (Nullkupon) ... 174
Form of Final Terms .................................................................................................................................... 193
Use of Proceeds .......................................................................................................................................... 211
Taxation
............................................................................................................................................... 212
Selling Restrictions ...................................................................................................................................... 218
General Information ..................................................................................................................................... 223

Interest of Natural and Legal Persons involved in the Issue/Offer ......................................................... 223

Authorisation .......................................................................................................................................... 223

Listing and Admission to Trading of Notes on the Luxembourg Stock Exchange .................................. 223

Documents on Display ........................................................................................................................... 223
Documents Incorporated by Reference ....................................................................................................... 224

Cross Reference List of Documents Incorporated by Reference ........................................................... 224

Availability of Documents ....................................................................................................................... 224
Names and Addresses ................................................................................................................................ 225

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 Essen, Germany.
incorporation
Its legal form is a European company (Societas Europaea, SE).
Its domicile is Essen, Germany.
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.
Technologically 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. Led by
and the Issuer's position
Corporate Headquarters in Essen, operations are currently
within the Group
segmented into three operating units: Energy Networks,
Customer Solutions, and Renewables. E.ON's non-strategic
operations are reported under Non-Core Business.
B.9 Profit
forecast or estimate Not applicable. No profit forecast or estimate has been included.
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 ending
report on historical
31 December 2018 and 2017, respectively, do not include any
financial information
qualifications.
B.12
Selected historical key financial information
The fol owing table shows selected consolidated financial information for E.ON Group (prepared
in accordance with IFRS):

1 January 2018
1 January 2017
-31 December 2018
-31 December 2017

million
Sales1)
30,253 37,965
Adjusted EBIT2)
2,989
3,074
Adjusted EBITDA3)
4,840
4,955
Adjusted net income4)
1,505
1,427
Cash provided by (used for)
2,853
-2,952
operating activities (operating cash
flow)5)

31 December 2018
31 December 2017

million
Total assets
54,324
55,950
Equity 8,518
6,708
Economic net debt6) 16,580
19,248

8

1) The figure includes the discontinued operations in the Renewables segment. In 2018 Sales excluding the
Renewables segment have been 29,565 million versus 37,297 million in 2017.
2) Adjusted earnings before interest and taxes ("Adjusted EBIT"). The unadjusted EBIT figure used by
E.ON represents the Group's income/loss reported in accordance with IFRS before financial results and
income taxes, taking into account the net income/expense from equity investments ("EBIT"). It is then
adjusted to exclude material non-operating effects such as net book gains, certain restructuring
expenses, impairment charges, the marking to market of derivatives, and other non-operating earnings. In
addition, earnings from discontinued operations in the Renewables segment, adjusted for non-operating
effects, are also included in adjusted EBIT. Pursuant to IFRS 5, equity carried forward from investments in
discontinued operations is to be terminated. However, this will be continued within the framework of
internal management and will then also be included in adjusted EBIT. As with the treatment of the effects
of the equity carried forward, depreciation in discontinued operations, which is generally to be deferred in
accordance with IFRS 5, is continued and carried forward in adjusted EBIT. 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 long-term 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. In addition, earnings from discontinued operations in the
Renewables segment, adjusted for non-operating effects, are also included in adjusted EBITDA. 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 includes the earnings (adjusted to exclude non-operating
effects) of the discontinued operations at Renewables as if they had not been reclassified and valued
pursuant to IFRS 5. It is a Non-GAAP Financial Measure and the E.ON Management Board uses this
figure in conjunction with its consistent dividend policy.
5) Includes the discontinued operations in the Renewables segment.
6) Economic net debt includes not only financial liabilities but also provisions for pensions and
asset-retirement obligations. For the purpose of internal management control, economic net debt includes
the discontinued operations at Renewables as wel as the waste-disposal and dismantling obligations
associated with E.ON's stakes in Emsland and Gundremmingen nuclear power stations at
PreussenElektra, which are classified as a disposal group. The 2018 and 2017 figures for the
asset-retirement obligations are not the same as the recognised carrying amount. 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. 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 2018.
Issuer

Significant change in the Not applicable. There has been no significant change in the
financial and trading financial or trading position of the E.ON Group since
position
31 December 2018.
B.13 Recent
events
On 12 March 2018, E.ON SE and RWE AG reached an
agreement under which E.ON will acquire RWE's 76.8-percent
stake in innogy SE ("innogy") as part of an extensive asset swap.
As part of this swap, E.ON will transfer to RWE substantial y all of
its renewables business as well as the minority stakes, held by its
subsidiary PreussenElektra, in Emsland und Gundremmingen
nuclear power stations, which are operated by RWE. However,
the E.ON Group will retain certain assets reported in its
Renewables segment, namely: businesses operated by
e.disnatur in Germany and Poland as well as a 20-percent stake
in Rampion off-shore wind farm. In return for its innogy stake,
RWE will receive a 16.67-percent stake in E.ON. The stock will be
issued by means of a 20-percent capital increase against
contributions in kind from E.ON SE's existing authorized capital.
In addition, RWE wil make a cash payment of 1.5 billion to
E.ON. Furthermore, RWE will receive innogy's gas storage
business and its stake in Kelag, an Austria-based energy supplier
(the overall transaction, the "innogy Acquisition"). In addition to
the 76.8-percent stake to be acquired from RWE, 9.4 percent of
innogy stock was tendered under a voluntary public takeover offer

9

and, in March 2019 innogy published a voting rights notification of
E.ON that has acquired a stake of more than 3 percent in innogy
shares. The transaction, which was filed with the European
Commission in January 2019, will take place in several steps and
is subject to the usual antitrust approvals.
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.
E.ON's strategy focuses systematically on the new energy world
of increasingly empowered and proactive customers, renewables
and distributed energy, energy efficiency, local energy systems,
the increasing electrification of energy consumption, and digital
solutions. Led by Corporate Headquarters in Essen, operations
are currently segmented into three operating units: Energy
Networks, Customer Solutions, and Renewables. E.ON's
non-strategic operations are reported under Non-Core Business.
Following closing of the Innogy transaction, E.ON will focus on
two business segments: regulated, highly efficient energy
networks and innovative customer solutions. E.ON will be able to
combine its expertise and innovativeness in these two segments
with innogy's. E.ON believes, that the takeover of innogy will also
enable E.ON to achieve significant cost advantages.
E.ON believes, that the planned acquisition is a fundamental step
in the implementation of E.ON's strategy and offers the
opportunity to achieve its strategic objectives within the
constraints of its balance sheet. In E.ON's assessment, success
in energy networks and customer solutions can only be ensured
through a systematic customer focus (municipalities, residential
customers, and commercial customers). New distributed
customer solutions are based on a deep understanding of the
customer business as well as energy networks. E.ON is of the
firm opinion, that regulated network assets together with growth
opportunities in customer solutions will create an attractive and
balanced portfolio.
B.16 Controlling
persons As far as E.ON is aware, approximately 80 per cent. of al
identified shareholders are institutional and about 20 per cent. are
retail investors.
E.ON has been notified that BlackRock Inc. holds an (indirect)
stake of approximately 6.5 per cent. of E.ON's share capital and
has been notified that The Capital Group Companies Inc. holds
an (indirect) stake of approximately 5.01 per cent. of E.ON's share
capital.
To the knowledge of E.ON, there are no further material individual
shareholders.

10

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
BBB 3 (outlook: stable) and Moody's Investors Service Ltd.
("Moody's")24 has assigned a 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
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

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 the CRA Regulation.