E.ON successfully issued an exchangeable bond based on shares of BKW AG

09/23/14

Today E.ON successfully issued a €113 million exchangeable bond based on shares of Swiss energy company BKW AG. Within the four year maturity bondholders have the option to exchange their bonds into BKW shares held by E.ON at a predetermined price of €32.21 per share, which represents a premium of 22.5 percent in respect to the market price of BKW stock at the time of bond issuance. Investors who do not exchange their bonds until maturity will be paid back the principal amount. The bond has a coupon of 0.00 percent per year and has been issued at a price of 101 percent. As a result, E.ON achieved a negative yield.

“The exchangeable bond is an innovative way for us to divest mid-term our remaining 6.7 percent stake in BKW,” E.ON CFO Klaus Schäfer said. “It’s an example of how we’re continuing to optimize E.ON’s portfolio of businesses. E.ON remains confident in the future perspectives for the BKW stock.”

Settlement is expected to take place on October 1, 2014. A listing at the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange is intended.

The bond was offered exclusively to institutional investors outside the United States, Canada, Australia, Italy, South Africa, Japan, and any other countries in which the offer or sale of securities is subject to special legal restrictions.

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Italy, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Italy, Australia, Canada, South Africa or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of the United States, Italy, Australia, Canada, South Africa or Japan. There will be no public offer of the securities in any jurisdiction.

This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus was or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC), as amended, including any relevant implementing measures to implement the Directive 2010/73/EU, (each, a "Relevant Member State") will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for E.ON to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive (as amended by the Directive 2010/73/EU, to the extent such amendments have already been implemented in the Relevant Member State), in each case, in relation to such offer. E.ON has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for E.ON to publish or supplement a prospectus for such offer.

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that E.ON, or persons acting on its behalf, may issue.