Questions & Answers about spin-off

Questions & Answers

What will happen to my shares? How many shares in Uniper will I receive?

As consideration for the spin-off, new shares in Uniper SE will be allocated to the shareholders of E.ON SE at a ratio of 10:1, i.e., for ten (10) shares in E.ON SE the shareholders of E.ON SE will additionally receive one (1) share in Uniper SE. Upon the spin-off taking effect, the shareholders of E.ON SE will become also shareholders of Uniper SE.

See Prospectus 4.2 (Preparatory measures and implementation of the spin-off, Paragraph 6 & 7)

What happens if my holding of shares is not divisible by ten (10)?

Because the shareholders of E.ON SE will receive one (1) share in Uniper SE for every ten (10) shares in E.ON SE, the shareholders of E.ON SE whose securities account holdings in shares of E.ON SE are not a multiple of ten will receive fractional shares in Uniper SE. These fractional shares generally do not carry any shareholder rights. A rounding of the fractional shares to full shares (so-called settlement of fractional shares) by the respective depositary bank requires that a corresponding buy or sell order be issued by the shareholder to its depositary bank. Those shareholders of E.ON SE holding fractional shares in Uniper SE even after the depositary banks have effected the book-transfer of fractional shares in Uniper SE shares have the opportunity to instruct their depositary bank as soon as possible, but no later than presumably September 23, 2016, to purchase or sell fractional shares for the purpose creating full shares. Upon request, Morgan Stanley Bank AG or any of its affiliated companies, as the central issuing agent, is prepared to broker the buying and selling of fractional shares as far as possible. Where no settlement of fractional shares is effected, upon expiry of the expected date of October 4, 2016, the fractional shares attributable to the allocated Uniper SE shares will be combined into full shares and sold via the central issuing agent.

See Prospectus 4.6 (Implementation of allocation, Paragraph 4 & 5)

Example:
If a shareholder e.g. holds 112 E.ON shares, he will receive 11 Uniper shares and 2 fractional shares. The holders of such fractional shares can sell these or acquire more fractional shares to increase them to a full share. A corresponding sell or buy order needs to be issued to the respective depositary bank no later than (presumably) until September 23, 2016. Where no such sell or buy order is issued, the fractional shares will be combined and sold. The proceeds from this sale will be credited to the relevant shareholders in cash in proportion to the fractional shares attributable to them, likely by mid-October 2016.

It has to be expected that in some cases depositary banks, in particular foreign banks, will not co-operate in a settlement of fractional shares or will not accept related orders.

See Prospectus 4.6 (Implementation of allocation, Paragraph 5)

Do I have to choose between either shares of E.ON or Uniper?

No. Once the spin-off has become effective, every E.ON shareholder remains to be a shareholder of E.ON, but additionally receives one (1) share in Uniper SE for every ten (10) shares in E.ON SE. Once you hold Uniper shares in your securities account you can dispose freely of these shares. That means you can then decide whether you would like to buy, sell or hold E.ON or Uniper shares respectively.

What do I have to do to receive Uniper shares?

You will not need to do anything. Upon the spin-off taking effect, all E.ON shareholders will become also shareholders of Uniper SE. The spin-off and transfer agreement stipulates an allocation ratio of 10:1. That means that as an E.ON shareholder you will receive for ten (10) shares in E.ON SE one (1) share in Uniper SE. If your holding of E.ON shares is not a multiple of 10, fractional shares in Uniper SE will be booked into your securities accounts with the respective options as described before.

What do I do if I do not wish to receive Uniper shares?

Once you hold Uniper shares in your securities account you can dispose freely of these shares. That means you can decide whether you would like to buy, sell or hold E.ON or Uniper shares respectively. Please note that we are not allowed to give any investment advice. We recommend that you discuss your personal options with your bank and/or professional adviser.

Why is there no valuation mentioned in the spin-off report and no price range is mentioned in the listing prospectus?

Upon the spin-off, shares are not offered for sale. In fact, E.ON SE shareholders additionally become Uniper SE shareholders and Uniper shares will be allocated to E.ON SE shareholders according to the allocation ratio. Subsequent divestments are made by shareholders based on their investment decisions. Hence, a valuation of Uniper SE is not necessary and the pricing mechanism of the market applies.

What does the allotment ratio of 10:1 mean? Is Uniper as valuable as 1/10 of E.ON?

The allocation ratio of 10:1 means that a shareholder of E.ON SE will receive per securities account for every ten (10) no-par value registered shares in E.ON SE one (1) no-par value registered share in Uniper SE with a notional proportional amount in the share capital of € 1.70 and conferring the right to participate in profits as from January 1, 2016.

The allocation ratio of 10:1 does not determine Uniper SE’s or the Uniper share’s value. From the time of the official listing, the value of the Uniper shares will be determined by the stock market and will be driven by supply and demand of investors.

See Prospectus 4.6 (Allocation ratio, Paragraph 1)The allocation ratio of 10:1 means that a shareholder of E.ON SE will receive per securities account for every ten (10) no-par value registered shares in E.ON SE one (1) no-par value registered share in Uniper SE with a notional proportional amount in the share capital of € 1.70 and conferring the right to participate in profits as from January 1, 2016.

The allocation ratio of 10:1 does not determine Uniper SE’s or the Uniper share’s value. From the time of the official listing, the value of the Uniper shares will be determined by the stock market and will be driven by supply and demand of investors.

See Prospectus 4.6 (Allocation ratio, Paragraph 1)

Do I lose my E.ON shares on the Spin-Off day?

No, the E.ON shares will remain in your securities account. You will additionally receive one (1) Uniper share for each ten (10) E.ON shares. Following the spin-off, E.ON SE’s shares will continue to be listed and will trade on the first exchange trading day of the Uniper shares taking into account the spin-off.

See Prospectus 2.9.5

Which reporting date is decisive for the allocation of Uniper shares? How exactly are the Uniper shares allocated?

The allocation of Uniper SE shares to the shareholders of E.ON SE will be effected on basis of their holdings of E.ON SE shares as per the expected date of September 9, 2016 (so-called allocation date), in the evening, by way of a securities account credit. The allocated Uniper SE shares are expected to be booked to the Clearstream accounts of the depositary banks prior to the start of trading on the morning of September 12, 2016 by Clearstream, initially in the form of fractional shares and then booked to the securities accounts of the respective E.ON SE shareholder by the depositary banks. As a rule, the respective depositary bank will effect the book transfer of the fractional shares in Uniper SE shares booked at Clearstream even before the start of trading, presumably on September 12, 2016, and thereafter credit the securities account of the respective E.ON SE shareholder.

However, it cannot be excluded that the depositary banks will book the shares in Uniper SE or the fractional shares with a delay.

See Prospectus 4.6 (Implementation of allocation, Paragraph 2)

If I buy E.ON shares on Friday (9th September 2016), will I receive Uniper shares on Monday?

It is decisive when the bought E.ON shares are booked to your securities account. The allocation of Uniper SE shares to the shareholders of E.ON SE occurs on the basis of their holdings of E.ON SE shares as per the expected date of September 9, 2016, in the evening, by way of a securities account credit as described in the question “Which reporting date is decisive for the allocation of new Uniper shares? How exactly are the Uniper shares allocated?”. Please contact your depositary bank in order to find out when your shares will be booked into your securities account.

See Prospectus 4.6 (Implementation of allocation, Paragraph 2)

If I buy E.ON shares on Monday (12th September 2016), will I automatically receive Uniper shares?

No, as from presumably September 12, the Uniper share will be traded independently on the Frankfurt Stock Exchange along with the E.ON SE share. Presumably also on September 12, E.ON SE’s shares will be listed on the Regulated Market of the Frankfurt am Main stock exchange with the notation “ex spin-off”.

As described before, the allocation of Uniper shares for the shareholders of E.ON SE occurs on the basis of their holdings of E.ON SE shares as per the expected date of September 9, 2016, in the evening, by way of a securities account credit.

See Prospectus 4.6 (Implementation of allocation, Paragraph 2)

How will the share prices of E.ON and Uniper be determined on the first trading day of Uniper shares? What will be the value of Uniper shares?

The stock prices of Uniper SE and E.ON SE will on the first trading day arise by market supply and demand for both shares. The market value will be entirely determined by means of the price determination mechanism of the stock exchange.

In which stock index will Uniper be included starting from the listing day?

On the first trading day both E.ON as well as Uniper will presumably be members of the DAX 30 index. As a consequence, the DAX 30 index will exceptionally have 31 members on this day. On the same day after the Xetra closing auction, the Uniper share will likely be removed from the DAX 30. Therefore, Uniper will not be a DAX 30 member anymore whereas E.ON still will be.

Will Uniper be listed in the stock index DAX or in the MDAX?

On the first trading day (12 September) both E.ON as well as Uniper will be members of the DAX 30 index. On the same day after the Xetra closing auction, the Uniper share will likely be removed from the DAX 30.

The shares of Uniper SE will be listed in the “Prime Standard” market segment of the Frankfurt Stock Exchange. The listing in the Prime Standard is the prerequisite for a later inclusion in the indices DAX, MDAX or SDAX.

Uniper is targeting an inclusion in the MDAX to the next possible date. The next possible, rotational index adjustment (so called “fast entry“) will be announced in the morning of the third trading date in December (5 December), so that the shares of Uniper SE – given the admission criteria are met – can be included in the MDAX in December at the earliest.

Additionally, with the first trading day, the shares of Uniper SE will be included in the indices STOXX Europe 600, STOXX Global 1800 as well as in further sector specific indices.

When can I start selling my Uniper shares?

The commencement of trading at the Frankfurt Stock Exchange is expected to take place on the morning of September 12, 2016. From this moment on, shares in Uniper SE can be bought or sold.

See Prospectus 4.8

Can fractional shares credited to your securities account be traded at the stock exchange?

Exchange trading is not provided for fractional shares. The possibility to participate in the settlement of fractional shares is explained in the question “What happens if the number of shares in my securities account is not a multiple of ten (10)?” and in the listing prospectus of Uniper SE.

What do I have to pay for additional fractional shares? What is the price based on?

The shareholders of E.ON SE have the opportunity to instruct their depositary bank as soon as possible, but no later than presumably September 23, 2016, to purchase or sell of fractional shares to full shares. Upon request, Morgan Stanley Bank AG or any of its affiliated companies, as the central issuing agent, is prepared to broker the buying and selling of fractional shares as far as possible.

In regard to the pricing strategy for a fractional share, Morgan Stanley’s advice for the depositary banks was to base the Uniper share on the XETRA-closing price of the day of order execution.

See Prospectus 4.6 (Implementation of allocation, Paragraph 4 & 5)

What happens if I do not manage to place my order for the settlement of fractional shares within 2 weeks?

Where no settlement of fractional shares is effected, upon expiry of the expected date of the expected date of October 4, 2016, the fractional shares attributable to the allocated Uniper SE shares will be combined into full shares and sold via the central issuing agent. The proceeds from this sale will be credited to the relevant shareholders in cash in proportion to the fractional shares attributable to them, likely by mid-October 2016.

See Prospectus 4.6 (Implementation of allocation, Paragraph 5)

Why are no Uniper shares shown in my security account although the spin-off already took legal effect?

Shares are allocated as described above. However, it cannot be excluded that the depositary banks will book the shares of Uniper SE or the fractional shares with a delay. Please contact your depositary bank in order to clarify your right to and the booking of the Uniper shares.

Will I have to bear additional security account costs?

E.ON SE will pay the shareholders’ depositary banks domiciled in Germany on a voluntary basis a compensation for expenses for the processing. However, no assurance can be given that respective E.ON shareholders will not be subject to additional charges by the respective depositary banks for the allocation of shares in Uniper SE or for the processing of an order to settle fractional shares with regard to Uniper SE's shares.

How will Uniper shares be treated in regard to the flat tax?

The German Federal Ministry of Finance has announced that for shares attributable to private assets for tax purposes (flat tax), acquisition costs must be allocated based on the allocation ratio and any subsequent change of the allocation criterion in the assessment process would not be permissible. The German Federal Ministry of Finance did not address the allocation of acquisition costs or book values in the case of shares attributable to operating assets for tax purposes.

You can find the respective information on the E.ON website under the following link: www.eon.com/agm-2016

See Prospectus 4.6 (Implementation of allocation, Paragraph 7)

What are the consequences concerning the so called flat rate withholding taxation (Abgeltungssteuer) in case my E.ON SE shares were acquired prior to 1st January 2009?

Reference is made to section 4.2.1 (ii) (b) of the Joint Spin-off Report as of 18.04.2016: To the extent that the E.ON shares were acquired prior to 1 January 2009 and, consequently, can now be disposed of tax-free, given the expiration of the so-called “speculation period” which was previously applicable, this feature should transfer to the shares in Uniper SE granted in the course of the spin-off on the basis of an administrative circular issued by the German Federal Ministry of Finance dated 18 January 2016 as regards section 20 para. 4a of the German Income Tax Act (no. 100). In the view of E.ON SE, this circular is also applicable to section 20 para. 4a sentence 7 of the German Income Tax Act, which is relevant to the present case and which extends the scope of application of section 20 para. 4 sentence 1 of the German Income Tax Act to spin-offs (cf. also no. 115 of the administrative circular issued by the Ministry of Finance dated 18 January 2016 as regards section 20 para. 4a of the German Income Tax Act).

It is not feasible to provide a comprehensive or conclusive description of all possible tax aspects for each individual E.ON SE shareholder because this depends on the shareholder's individual tax circumstances. The description in the Joint Spin-Off Report does not substitute tax advice being provided to the individual shareholder. Therefore, shareholders should consult their tax advisers about the individual tax effects of the spin-off.

Will the spin-off have any further tax consequences for E.ON shareholders?

The material tax effects of the spin-off for E.ON shareholders are described in the spin-off report (www.eon.com/agm-2016). It is not feasible to provide a comprehensive or conclusive description of all possible tax aspects for each individual E.ON shareholder because this depends on the shareholder's individual tax circumstances. The description in the spin-off report also cannot substitute tax advice being provided to the individual shareholder by a tax adviser. Therefore, shareholders should consult their tax advisers about the individual tax effects of the spin-off.

Where can I get additional information from?

You can find additional information pertaining to the spin-off process on the Investor Relations websites of both E.ON SE. There you will also be able to find the joint spin-off report of the Management Boards of E.ON SE and Uniper SE. The prospectus has been uploaded to the homepage of Uniper SE under:

For further questions on the allocation process of Uniper shares, fractional shares as well as on the securities account booking, we kindly ask you to contact your respective depository bank. If you have additional questions, you can also contact our service hotline under: Costs: The cost is 6 cent per call originating from a German landline; the amount charged can vary from cellphone networks or when calling from other countries.