E.ON SE resolves on capital increase against cash contributions

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Today, the management board of E.ON SE, Düsseldorf (ISIN DE000ENAG999), with approval of the supervisory board, resolved to partially utilise the company's authorized capital to increase the share capital of E.ON SE by approximately 10 percent against contributions in cash. The statutory pre-emptive rights of the existing shareholders of E.ON SE will be excluded. The company's share capital will be increased 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 (the "New Shares"). The New Shares will carry full dividend rights starting from January 1, 2016.

The New Shares will be offered exclusively to institutional investors by means of a private placement using an accelerated bookbuilding process, which will be launched immediately following this announcement. The final placement price and the proceeds from the issue will be made public by way of a second ad-hoc announcement once the placement price has been fixed. The order books may be closed at any time.

In view of the impact by the payment of the risk surcharge to Germany's state-run nuclear fund in mid-2017, the purpose of the capital increase is to strengthen the equity and liquidity basis of E.ON SE.

As part of the transaction, E.ON SE has agreed to a six months lock-up period with respect to any transaction related to its shares, subject to customary exceptions, including offering its shares to its shareholders in the context of a scrip dividend.

The New Shares will be admitted to trading on the regulated markets of the Berlin, Dusseldorf, Frankfurt, Hamburg, Hannover, Munich and Stuttgart stock exchanges with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without publication of a prospectus. Delivery and settlement is expected to occur on or about March 22, 2017.

BofA Merrill Lynch and Citigroup act as Joint Bookrunners in connection with the capital increase.

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such an announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of E.ON SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of E.ON SE have not been, and will not be, registered under the Securities Act.

This announcement does not constitute a recommendation concerning the placement of securities described in this announcement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

In the United Kingdom, this document is only directed at persons who (i)are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)(the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken that would permit an offering of the securities, a purchase of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This information contains forward-looking statements that are based upon current views and assumptions of the E.ON SE management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of E.ON SE to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to rely on these forward-looking statements. E.ON SE does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.