General Meeting of Shareholders of E.ON SE on April 30, 2014

Transcription

1 General Meeting of Shareholders of E.ON SE on April 30, 2014 Documentation for Item 6 of the Agenda: Approval of the amendment of the control and profit and loss transfer agreement between E.ON SE and E.ON US Holding GmbH 1.) Amendment Agreement to the Control and Profit Transfer Agreement between E.ON SE and E.ON US Holding GmbH dated March 7, ) Current Control and Profit Transfer Agreement dated December 19/20, ) Joint Report of the Board of Management of E.ON SE and of the Management of E.ON US Holding GmbH pursuant to Section 293a AktG 4.) Annual financial statements of E.ON US Holding GmbH for the last three financial years Annual financial statements and management reports of E.ON SE for the last three financial years can be downloaded from the website of E.ON SE ( (Translation the German original text is binding)

2 Amendment Agreement to the Control and Profit Transfer Agreement between E.ON SE, E.ON-Platz 1, Düsseldorf, HRB hereinafter referred to as E.ON and E.ON US Holding GmbH E.ON-Platz 1, Düsseldorf, HRB hereinafter referred to as EUH hereinafter collectively referred to as Parties Preamble (A) E.ON has entered into a control and profit transfer agreement with EUH on December 19/20, (B) With effect as of January 16, 2002, E.ON GmbH changed its company name to E.ON US- Verwaltungs GmbH, before assuming the company name E.ON US Holding GmbH with effect as of January 2, With effect as of November 15, 2012, E.ON was converted from a stock corporation into a European Company (SE). (C) The Parties now wish to amend the control and profit transfer agreement of December 19/20, Now, therefore, the Parties agree as follows: 1. Amendment of Party Names and Terms In the entire agreement, the party name E.ON AG shall be replaced by the party name E.ON SE and the party names E.ON GmbH and E.ON US, respectively, shall be replaced by the party names E.ON US Holding GmbH or EUH, respectively. The term profit transfer agreement shall be replaced by the term profit and loss transfer agreement.

3 2. Amendment to 1 of the Agreement 1 sent. 3 of the agreement shall be amended and now read as follows: Notwithstanding the authority to issue binding instructions, the responsibility for the management and the representation of EUH shall continue to rest with the management of EUH. 3. Amendment to 2 of the Agreement 2 of the agreement shall be amended and now read as follows: 2 Profit Transfer (1) EUH undertakes to transfer its entire profit to E.ON in accordance with all provisions of Section 301 AktG, as amended from time to time. (2) Other retained earnings created during the term of this agreement shall be dissolved by EUH upon request of E.ON and transferred as profits. (3) EUH, with the approval of E.ON, may allocate amounts from the annual net income to retained earnings (Section 272 para. 3 HGB) to such extent as this is permissible under commercial law and economically sensible according to a reasonable commercial assessment. (4) The claim for profit transfer shall arise at the end of each financial year. It shall be due for value of that date. 4. Amendment to 3 of the Agreement 3 of the agreement shall be amended and now read as follows: 3 Assumption of Losses (1) E.ON shall be obliged towards EUH to assume the latter s losses in accordance with all provisions of Section 302 AktG, as amended from time to time. (2) 2 para. 4 shall apply accordingly.

4 5. Amendment to 4 of the Agreement 4 of the agreement shall be amended and now read as follows: 4 Taking Effect and Term (1) With regard to 1, the agreement shall take effect as of the registration of this agreement in the commercial register of EUH, other than that, as of January 1, The amendments made by the amendment agreement of March 7, 2014, shall apply with retroactive effect as of January 1, (2) The agreement shall be bindingly concluded until December 31, 2019, and shall be extended, without changes, by one year in each case, unless it is terminated by one of the contractual parties until no later than three months prior to the end of the financial year. Otherwise, the agreement may only be terminated without notice for good cause. In particular, it shall constitute good cause if E.ON transfers all shares in EUH to a third party. (3) In application, mutatis mutandis, of Section 307 AktG, the agreement shall terminate at the end of that financial year in which an external shareholder acquires an interest in EUH. 6. No Further Amendments, Entry Into Force of This Agreement The remaining provisions of the agreement shall remain unchanged. This amendment agreement shall enter into force with retroactive effect as of January 1, Clean Version The agreement as amended by this amendment agreement is enclosed as an Annex. This Annex is included only for the purpose of clarity and does not contain any binding provisions for the Parties. 8. Amendments to This Agreement Amendments or supplements to this Agreement must be in writing. This shall also apply to this provision requiring written form. 9. Final provisions 5 of the agreement shall also apply to this amendment agreement.

5 Düsseldorf, March 7, 2014 E.ON SE (Klaus Schäfer) (Karl-Heinz Feldmann) Düsseldorf, March 7, 2014 E.ON US Holding GmbH (Heinrich Montag) (Dr. Patrick Wolff)

6 Annex Control and Profit and Loss Transfer Agreement between E.ON SE, E.ON-Platz 1, Düsseldorf, HRB hereinafter referred to as E.ON and E.ON US Holding GmbH, E.ON-Platz 1, Düsseldorf, HRB hereinafter referred to as EUH hereinafter collectively referred to as Parties 1 Control EUH subordinates the management of its company to E.ON. As a consequence, E.ON shall be entitled to issue binding instructions to the management of EUH with regard to the way in which the company is to be managed. Notwithstanding the authority to issue binding instructions, the responsibility for the management and the representation of EUH shall continue to rest with the management of EUH. 2 Profit Transfer (1) EUH undertakes to transfer its entire profit to E.ON in accordance with all provisions of Section 301 AktG, as amended from time to time. (2) Other retained earnings created during the term of this agreement shall be dissolved by EUH upon request of E.ON and transferred as profits.

7 Annex (3) EUH, with the approval of E.ON, may allocate amounts from the annual net income to retained earnings ( 272 para. 3 HGB) to such extent as this is permissible under commercial law and economically sensible according to a reasonable commercial assessment. (4) The claim for profit transfer shall arise at the end of each financial year. It shall be due for value of that date. 3 Assumption of Losses (1) E.ON shall be obliged towards EUH to assume the latter s losses in accordance with all provisions of 302 AktG, as amended from time to time. (2) 2 para. 4 shall apply accordingly. 4 Taking Effect and Term (1) With regard to 1, the agreement shall take effect as of the registration of this agreement in the commercial register of EUH, other than that, as of January 1, The amendments made by the amendment agreement of March 7, 2014, shall apply with retroactive effect as of January 1, (2) The agreement shall be bindingly concluded until December 31, 2019, and shall be extended, without changes, by one year in each case, unless it is terminated by one of the contractual parties until no later than three months prior to the end of the financial year. Otherwise, the agreement may only be terminated without notice for good cause. In particular, it shall constitute good cause if E.ON transfers all shares in EUH to a third party. (3) In application, mutatis mutandis, of 307 AktG, the agreement shall terminate at the end of that financial year in which an external shareholder acquires an interest in EUH. 5 Severability The invalidity of one or several provisions of this agreement shall not affect the validity of the remaining provisions.

8 Control and Profit Transfer Agreement between E.ON AG - hereinafter referred to as E.ON - and E.ON GmbH (in the future E.ON US Verwaltungs GmbH) - hereinafter referred to as E.ON US - 1 Control E.ON US subordinates the management of its company to E.ON. As a consequence, E.ON shall be entitled to issue binding instructions to the management of E.ON US with regard to the way in which the company is to be managed. The management and representation of E.ON US shall continue to rest with the management of E.ON US. 2 Profit Transfer (1) E.ON US undertakes to transfer all of its profits to E.ON from the taking effect of this agreement. (2) Pursuant to Section 301 AktG, the net income resulting without profit transfer, reduced by a possible loss carry forward from the previous year, shall be transferred. Other retained earnings created during the term of this agreement shall be dissolved by E.ON US upon request of E.ON and transferred as profits. (3) E.ON US, with the approval of E.ON, may make allocations from the annual net income to retained earnings (Section 272 para. 3 HGB) to such extent as this is permissible under commercial law and economically sensible according to a reasonable commercial assessment. (4) The claim for profit transfer shall arise at the end of each financial year. It shall be offset for value of that date.

9 3 Assumption of Losses (1) E.ON undertakes, pursuant to Section 302 para. 1 AktG, to grant compensation for any annual net loss of E.ON US occurring during the term of the agreement, to the extent that such loss is not compensated by the withdrawal of amounts from the other retained earnings or from reserves for treasury shares which had been allocated to the latter during the term of the agreement. (2) Pursuant to Section 302 para. 3 AktG, E.ON US shall be obliged not to waive or enter into a settlement in respect of the claim for compensation of losses before the expiry of three years after the date on which the registration of the termination of the agreement is deemed to be published in the commercial register pursuant to Section 10 HGB. This shall not apply if E.ON becomes insolvent and enters into a settlement with its creditors for the prevention or removal of the insolvency proceedings. (3) 2 para. 4 shall apply accordingly. 4 With regard to 1, the agreement shall take effect as of the registration of this agreement in the commercial register of E.ON US, other than that, as of January 1, The agreement shall be bindingly concluded for a term of five years until December 31, 2006, and shall be extended, without changes, by one year in each case, unless it is terminated by one of the contractual parties until no later than three months prior to the end of the financial year. Otherwise, the agreement may only be terminated without notice for good cause.

10 5 Severability The invalidity of one or several provisions of this agreement shall not affect the validity of the remaining provisions. Düsseldorf, 20/12/2001 Düsseldorf, 19/12/2001 E.ON AG E.ON GmbH Dr. Hans Michael Gaul Dr. Erhard Schipporeit Heinrich Montag Michael Wilhelm

11 Joint Report Pursuant to Section 293a AktG of the Board of Management of E.ON SE, Düsseldorf, and the Management of E.ON US Holding GmbH, Düsseldorf, on the Amendment Agreement to the Control and Profit Transfer Agreement of March 7, 2014 between E.ON SE, Düsseldorf and E.ON US Holding GmbH, Düsseldorf The Board of Management of E.ON SE and the management of E.ON US Holding GmbH render the following joint report pursuant to Section 293a German Stock Corporation Act (Aktiengesetz AktG ) on the conclusion and the content of the amendment agreement with respect to the already existing control and profit transfer agreement (hereinafter also: enterprise agreement) between E.ON SE, then operating under the company name E.ON AG, and E.ON US Holding GmbH, then operating under the company name E.ON GmbH. The report serves the purpose of informing the shareholders of E.ON SE in preparation of the resolution to be adopted at the Annual General Meeting of April 30, 2014: On December 19/20, 2001, E.ON SE and E.ON US Holding GmbH, then operating under the company name E.ON AG and E.ON GmbH, entered into a control and profit transfer agreement, which following approval by the general meeting of E.ON AG on May 28, 2002 and the shareholder meeting of E.ON US Holding GmbH on December 19, 2001, took effect in 2002 by virtue of its entry into the commercial register of E.ON GmbH. On March 7, 2014, E.ON SE and E.ON US Holding GmbH entered into an amendment agreement to that agreement by which the agreement as a whole is amended. This amendment agreement will be presented for approval to the General Meeting of E.ON SE on April 30, 2014, in accordance with Sections 295

12 para. 1, sent. 1, 293 para. 1 AktG. As the sole shareholder of E.ON US Holding GmbH, E.ON SE has approved the amendment of the agreement in notarized form on March 6, 2014, on the part of E.ON US Holding GmbH. Furthermore, the effectiveness of the amendment requires its registration in the commercial register of E.ON US Holding GmbH pursuant to Sections 295 para. 1, 294 para. 2 AktG. 1. General information on E.ON US Holding GmbH E.ON US Holding GmbH was established on April 27, 2000, under the company name E.ON 7. Verwaltungsgesellschaft mbh. On May 29, 2000, the company name was changed to E.ON GmbH. With effect as of January 16, 2002, the company name was changed to E.ON US-Verwaltungs GmbH and with effect as of January 2, 2003, into E.ON US Holding GmbH. E.ON US Holding GmbH is registered in the commercial register of the local court of Düsseldorf under HRB The corporate purpose of E.ON US Holding GmbH is the administration and preservation of its own assets. The significant interest held by E.ON US Holding GmbH is E.ON US Corporation. The sole shareholder of E.ON US Holding GmbH is E.ON SE with its registered office in Düsseldorf. The share capital of E.ON US Holding GmbH amounts to EUR 26, Background and purpose of the amendment agreement in respect of the control and profit transfer agreement The amendment agreement is intended to bring the existing control and profit transfer agreement as a whole to a current status and adjust it to the amendments which have been made in the meantime to the German Stock Corporation Act (Aktiengesetz - AktG) as well as to the German Commercial Code (Handelsgesetzbuch - HGB). At the same time, by way of the dynamic references to the AktG, it is intended to account for

13 possible future modifications of relevant provisions of the AktG. The amended agreement thus accounts for all tax requirements. 3. Explanation of the amendments to the control and profit transfer agreement a) Amendment of the names of the contractual parties The names of the contractual parties, which have changed after the transformations and changes of company names that have occurred in the meantime, are updated. Accordingly, the original name of the party E.ON AG is changed into E.ON SE as controlling company, and the original name of the party E.ON GmbH and E.ON US as controlled company is changed into E.ON US Holding GmbH or EUH respectively. These amended names of the parties are also where required adopted at other instances in the agreement and the wording of the agreement is adapted accordingly. Besides, some editorial adjustments were made. b) Amendment of 1 (Control) In 1 sentence 3 of the agreement the merely editorial addition Notwithstanding this authority to give binding instructions is included which, however, does not constitute a change of the content of the agreement. c) Amendment of 2 (Transfer of Profit) Pursuant to 2 para. 1 of the agreement in the previously valid version, E.ON US Holding GmbH undertakes to transfer to E.ON SE its entire profits as of the taking effect of this agreement. Pursuant to 2 para. 1 of the agreement, as amended, E.ON US Holding GmbH undertakes to transfer its entire profit to E.ON SE in accordance with all provisions of Section 301 AktG as amended from time to time. According to the previously valid version of the agreement subject to the creation and dissolution of reserves pursuant to 2 para. 2 and para. 3 the net income resulting without profit transfer, reduced by any loss carry forward from the previous year, was to be transferred.

14 The wording now clarifies that in the future the provisions of Section 301 AktG regarding the maximum amount of the profit transfer will be taken into account as amended from time to time. This dynamic reference, however, does not constitute a change of the content of the obligation to transfer profits. The new wording also covers possible future statutory amendments to Section 301 AktG as well as the amendments to the law that have occurred in the meantime by virtue of the German Accounting Law Modernization Act (Bilanzrechtsmodernisierungsgesetz - BilMoG) of May 25, The provision in the previous 2 para. 2 sentence 2 of the agreement continues to exist without change to its content in 2 para. 2 of the amended agreement. The content of 2 paras. 3 and 4 of the agreement is not changed, either. d) Amendment of 3 (Assumption of Losses) Pursuant to 3 para. 1 of the agreement in the previously valid version, E.ON SE undertakes to grant compensation for any annual net loss of E.ON US Holding GmbH otherwise occurring during the term of the agreement, to the extent that such loss is not compensated by amounts being withdrawn from the other retained earnings or the reserves for treasury shares which had been allocated to the latter during the term of the agreement. Pursuant to 3 para. 1 of the amended agreement, E.ON SE is obliged towards E.ON US Holding GmbH to assume the latter s losses in accordance with all provisions of Section 302 AktG, as amended from time to time. By way of this dynamic reference, it is intended to take into account any future statutory amendments of Section 302 AktG, without this leading to any changes in the content of the obligation of E.ON SE to assume losses. Furthermore, this reflects Section 17 sentence 2 no. 2 of the Corporate Income Tax Act (Kapitalertragsteuergesetz - KStG), pursuant to which the agreement on an assumption of losses by reference to the provisions of Section 302 AktG, as amended from time to time is a precondition for the recognition of a tax group in the case of a GmbH as dependent company. The reference existing so far to Section 302 para. 3 AktG in 3 para. 2 of the agreement is rendered expendable by this dynamic

15 reference, which means that the deletion of this paragraph is also an editorial adjustment. 3 para. 2 corresponds to 3 para. 3 in the previously valid version of the agreement. e) Amendment of 4 (Taking Effect and Term) 4 para. 1 sentence 1 of the agreement stipulates as is the case with 4 sentence 1 of the previously valid version of the agreement the taking effect of the agreement which with regard to control takes effect as of the registration in the commercial register, other than that, as of January 1, With regard to the changes made by the amendment agreement, it is stipulated in 4 para. 1 sentence 2 that these are to be applied retroactively as of January 1, para. 2 of the amended agreement stipulates the defined minimum term of the agreement previously contained in 4 sentence 2 of the agreement which after the amendment lasts until December 31, After expiry of this date, the term is extended as was also the case until now by one year in each case, unless it is terminated by one of the contractual parties until no later than three months prior to the end of the financial year. By setting a new minimum term for the agreement, it is to be ensured for reasons of precaution that the requirements for the recognition under tax law of the tax group pursuant to Sections 17 sentence 1, 14 para. 1 sentence 1 no. 3 sentence 1 KStG are observed. According to these provisions, the profit and loss transfer agreement has to be concluded for a term of at least five years and has to be implemented during its entire term. 4 para. 2 sentence 3 clarifies that good cause justifying the termination of the agreement also exists, in particular, if E.ON SE transfers all shares in E.ON US Holding GmbH to a third party. By way of inclusion of a new paragraph 3, it is clarified that in application, mutatis mutandis, of Section 307 AktG the agreement is to terminate at the end of that financial year in which an external shareholder acquires an interest in E.ON US Holding GmbH.

16 4. Compensation, Settlement, Valuation, Auditing E.ON SE continues to be the sole shareholder of E.ON US Holding GmbH. Therefore, as before, provisions regarding compensation or settlement payments for minority shareholders are not required in the agreement. Furthermore, a valuation of the companies involved as well as an audit of the enterprise agreement pursuant to Section 293b AktG was not required for the same reason. From the time of the calling of the General Meeting which is supposed to adopt a resolution on the amendment regarding the control and profit transfer agreement, the original control and profit transfer agreement, the amendment agreement regarding the control and profit transfer agreement, the financial statements and the management reports of E.ON SE and E.ON US Holding GmbH for the last three financial years as well as this joint report of the Board of Management of E.ON SE and of the management of E.ON US Holding GmbH will be available on the website of E.ON SE ( The aforementioned documents will also be available for inspection at the General Meeting of Shareholders of E.ON SE on April 30, Düsseldorf, March 7, 2014 E.ON SE Board of Management (Dr. Johannes Teyssen) (Dr.-Ing. Leonhard Birnbaum) (Jørgen Kildahl) (Dr. Bernhard Reutersberg) (Klaus Schäfer) (Mike Winkel) E.ON US Holding GmbH Management (Heinrich Montag) (Michael C. Wilhelm)

17 Annual financial statements of E.ON US Holding GmbH for the last three financial years

18 A S S E T S L I A B I L I T I E S Status as at Status as at Status as at Status as at I. Financial Assets I. Subscribed capital 26, , ,168,877, ,168,877, Other provisions 9, , , , Liabilities to affiliated companies (thereof residual maturity of less than a year: 961,872, ; previous year: 958,451,818.87) 1,517,503, ; previous year: 1,541,083,420.49) 1,517,503, ,514,083, (thereof to the shareholder: 1,517,503, ,514,083, ,686,390, ,682,981, ,686,390, ,682,981, E.ON US Holding GmbH, Düsseldorf, Germany Balance sheet as of December 31st 2011 A. Fixed Assets A. Equity 1. Shares of affiliated companies 2,686,390, ,682,981, II. Capital reserve 1,168,851, ,168,851, ,686,390, ,682,981, III. Profit carried forward B. Provisions C. Liabilities

19 E.ON US Holding GmbH, Düsseldorf Profit and loss account for the period from January 1st to Dezember 31st Other operating income 22,655, ,954, Other operating expenses -22,699, ,478, Depreciation on financial assets and ,999, marketable securities 4. Interest and similar expenses `-49,795, ,818, (thereof to affiliated companies 49,795, ; previous year: 49,818,128.44) 5. Result of ordinary business activity -49,839, ,341, Profit resulting from loss absorption 49,839, ,341, Annual net profit - -

20 Notes to the Financial Statements E.ON US Holding GmbH, Düsseldorf, Germany for Fiscal Year 2011 General Information E.ON US Holding GmbH, Düsseldorf, Germany (HRB 33942) is a small corporation as defined by Section 267 para. 1 and para. 4 of the German Commercial Code ( HGB ). The preparation of a management report has been dispensed in accordance with Section 264 para. 1 HGB. The sole shareholder E.ON AG, Düsseldorf, Germany, has decided to make use of the exemption provided by Section 264 para. 3 HGB for the fiscal year 2011 on 16 th December In this context the publication of the own annual financial statements as well as the preparation of the list of shareholdings has been waived. The balance sheet and the income statement are presented using the classification methods specified in Sections 266 and 275 para. 2 HGB. The notes are prepared using some of the simplifications for small corporations. The object of the Company is the administration and conservation of the company s assets. Accounting Policies Investments of affiliated companies are recognized at the lower of cost or fair value. Depreciation is only carried out if a lasting impairment is foreseen.

21 Other provisions are measured taking into account all identifiable risks and uncertain obligations. They are recognized at settlement amounts that are determined through reasonable commercial estimates. Future increases in prices and costs are also included if sufficient objective information is available concerning such increases. The liabilities are recognized at their settlement amount on the balance sheet date. Liabilities up to one year in foreign currencies have to be converted at the mean spot exchange rate in accordance with Section 256a HGB on the balance sheet date. Other foreign currency items have been included in the account at the transaction day exchange rate according to the strict principle of lower of cost or market on the balance sheet date. As far as underlying transactions are aggregated with hedging transactions into closed positions, the valuation is based on the hedged exchange rate. In the course of its business activity und the resulting financial activities the company is exposed to changes in the market prices of currencies and interest rates. To limit these risks we have a systematic financial and risk management. For this purpose, we also use derivative financial instruments that are commonly used in the marketplace. These instruments are contracted with E.ON AG, Düsseldorf, Germany. According to E.ON-policies the use of derivates is permitted for derivates based on the reported assets and liabilities, contractual claims or obligations or planned operative transactions. E.ON AG has established policies on risk management for the use of derivate financial instruments in the currency and interest rate sector. We have a group-wide system in place to monitor and manage the credit risks associated with derivative financial instruments.

22 The following is a summary of the methods and assumptions for the valuation of utilized derivative financial instruments: Forward exchange transactions are valued on an item-by-item basis at the forward rate on the balance sheet date. The forward rates are based on spot prices that consider forward premiums or discounts. The market value of instruments used to hedge interest-rate risks is determined by discounting future cash flows. They are discounted using going interest rates over the remaining term of the instruments. Discounted cash values are determined for interest rate, cross-currency and cross-currency interest rate swaps for each individual transaction as of the balance sheet date. Interest exchange amounts are considered with an effect on current results at the date of payment or accrual. Hedging transactions may be assigned directly to booked and pending underlying transactions and combined with them to form valuation units. The annual result will be transferred to E.ON AG, Düsseldorf, Germany, on the basis of a profit transfer agreement. Details on contingent liabilities under the terms of Section 251 HGB: In connection with the acquisition of Airtricity Inc. and Airtricity Holdings (Canada) Inc. and the development of their business activities five financial guarantees have been granted. The guarantees granted are minimum-return-guarantees for the benefit of the investors. The total amount of these obligations is million. There is no reason to anticipate that such claims will be utilized.

23 Notes on the Balance Sheet Financial assets By offsetting goodwill of the results ( 3,409,509.83) of the forward exchange dealings the investment values have increased. Pursuant to the agreement dated December 22 nd 2010 the holding of E.ON North America Holdings LLC, Delaware, USA, has been merged with Fidelia Corporation, Wilmington, USA as of January 1 st In the further course of the year Fidelia Corporation, Wilmington, USA has been renamed to E.ON US Corporation, Wilmington, USA. Equity The capital stock amounts to 26,000.00; it is held in its entirety by E.ON AG, Düsseldorf, Germany. Additional paid-in capital remains unchanged at 1,168,851, Other provions The other provisions ( 9,190.00) have been formed for the costs of preparing the annual financial statements in its entirety. Liabilities to affiliated companies Liabilities to affiliated companies ( 1,517,503,732.32) relate to the sole shareholder E.ON AG, Düsseldorf, Germany, in its entirety. Liabilities to E.ON AG, Düsseldorf, Germany, result from utilization of money at call ( 1,005,073,180.24), taking up of a loan ( 555,631,601.62) and the accrual of interest ( 6,638,147.79). Against these liabilities are claims from intra-group- invoicing ( 49,839,197.33). The loan has a remaining maturity of more than five years.

24 Valuation of derivative financial instruments The following derivative financial instruments were used for hedging changes in the market prices of currencies and interest rates on the balance sheet date: million Instrument nominal value fair value (market value) nominal value fair value (market value) forward transactions 1, , with affiliated companies total amount foreign 1, , exchange operations currency and crosscurrency swaps with affiliated companies total amount interest rate instruments Evaluation units The evaluation units of E.ON US Holding GmbH are balanced using the net hedge presentation method. Currency and cross-currency swaps as well as foreign currency loans with a nominal value of USD 2,357 million (thereof USD 883 million debts and USD 1,474 million pending transactions) have been concluded in order to hedge the investment book values of E.ON US Corporation, Wilmington, USA, and E.ON US Investment Corporation Inc, USA. Within the respective micro evaluation unit E.ON US Holding GmbH insures itself against the risk of alteration of the investment book value due to changes in foreign exchange rates. As of December 31 st 2011 the maximum maturity of the derivates and foreign currency loans in the evaluation units is less than 7 years. As in the previous year, there was no negative backlog of hedging instruments on the balance sheet date. The underlying and hedging transactions aggregated in the evaluation unit show highly homogeneous risks. Thus, it is to expect that the offsetting values of the underlying and hedging transactions entirely compensate the respective hedged risk in the future and hedge accounting is highly effective.

25 Effectiveness is judged on a critical-terms-match-basis, as significant parameters for the respective incorporated instruments are identical. Notes on the Income Statement Other operating income The investments of E.ON US Corporation, Wilmington, USA, and E.ON US Investment Corporation Inc., Louisville, USA, in USD are hedged by derivates (currency, crosscurrency swaps). Other operating income in the amount of 22,655, results primarily from the aforementioned swaps; whereas 19,413, result from the foreign currency component and 3,241, from the interest component. Other operating expenses Other operating expenses in the amount of 22,699, are primarily the result of the aforementioned swaps; whereas 20,236, result from the foreign currency component and 2,452, from the interest component. Interest and similar expenses Interest and similar expenses ( 49,795,414.72) are primarily the result of taking up the loan ( 36,731,344.60) and the utilization of money at call ( 13,064,070.12) with the shareholder E.ON AG, Düsseldorf, Germany. Income taxes As of 2010 charging of allocated income tax is given up. No domestic taxes are disclosed.

26 Profit resulting from loss absorption The net loss for the year before loss absorption amounted to 49,839, and has been compensated by the shareholder E.ON AG, Düsseldorf, Germany. Other Disclosures The Company has no employees. Its management received no loans or advances from the Company. E.ON US Holding GmbH is a group company of E.ON AG, Düsseldorf, Germany (HRB 22315). It is part of the consolidated tax group of E.ON AG, Düsseldorf, Germany, for corporate, trade and value-added tax purposes. It is included in the E.ON Consolidated Financial Statements. The Consolidated Financial Statements of E.ON AG, Düsseldorf, Germany, are filed electronically with the operator of the Electronic Federal Gazette ( elektronischer Bundesanzeiger ) and published in the Electronic Federal Gazette. E.ON US Holding GmbH, Düsseldorf, USA, makes use of the relief afforded by Section 291 HGB as regards the preparation of consolidated financial statements of its own.

27 The managing directors of the Company in 2011 were: Dipl. Kaufmann Heinrich Montag, Erftstadt, Germany; Head of Department F/TX Tax, E.ON AG Dipl. Kaufmann Michael C. Wilhelm, Mülheim a. d. Ruhr, Germany; Head of Department F/AC Accounting, E.ON AG Düsseldorf, Germany, March 27, 2012 E.ON US Holding GmbH The Management (Heinrich Montag) (Michael C. Wilhelm)

28 A S S E T S L I A B I L I T I E S Status as at Status as at Status as at Status as at I. Financial Assets I. Subscribed capital 26, , ,168,877, ,168,877, Liabilities to affiliated companies (thereof residual maturity of less than a year: 994,175,603.79; previous year: 961,872,130.70) 1,549,807,205.41; previous year: 1,517,503,732.32) 1,549,807, ,517,503, (thereof to the shareholder: 1,549,807, ,517,503, ,718,693, ,686,390, ,718,693, ,686,390, E.ON US Holding GmbH, Düsseldorf, Germany Balance sheet as of Dezember 31st 2012 A. Fixed Assets A. Equity 1. Shares of affiliated companies 2,718,522, ,686,390, Investments 171, II. Capital reserve 1,168,851, ,168,851, ,718,693, ,686,390, III. Profit carried forward B. Current assets I. Credits in banks B. Provisions 1. Other provisions 8, , , , C. Liabilities

29 E.ON US Holding GmbH, Düsseldorf Profit and loss account for the preiod from January 1st to December 31st Other operating income 16,376, ,655, Other operating expenses -16,401, ,699, Depreciation on financial assets and -7,795, marketable securities 4. Interest and similar expenses -47,543, ,795, (thereof to affiliated companies 47,543,398.14; previous year: 49,795,414.72) 5. Result of ordinary business activity -55,363, ,839, Profit resulting from loss absorption 55,363, ,839, Annual net profit - -

30 Notes to the Financial Statements E.ON US Holding GmbH, Düsseldorf, Germany for Fiscal Year 2012 General Information E.ON US Holding GmbH, Düsseldorf, Germany (HRB 33942) is a very small corporation as defined by Section 267a of the German Commercial Code ( HGB ). The preparation of a management report has been dispensed in accordance with Section 264 para. 1 HGB. Financial Statements have been recorded in accordance with the version of the HGB as amended in line with the German Accounting Law Modernization Act (BilMoG). The company s books are maintained in. The object of the Company is the administration and conservation of the company s assets. During the fiscal year a control and profit transfer agreement existed between US Holding GmbH and E.ON SE, Düsseldorf, Germany, as controlling enterprise. The sole shareholder E.ON SE, Düsseldorf, Germany, has decided to make use of the exemption provided by Section 264 para. 3 HGB for the fiscal year 2012 on 29 th June In this context the publication of the own annual financial statements as well as the preparation of the list of shareholdings has been waived. The balance sheet and the income statement are presented using the classification methods specified in Sections 266 and 275 para. 2 HGB.

31 The notes are prepared using some of the simplifications for small corporations. The company will not use the simplifications for very small corporations as defined by Section 267a HGB. Accounting Policies Financial assets are recognized at the lower of cost or fair value. Depreciation is only carried out if a lasting impairment is foreseen. Other provisions are measured taking into account all identifiable risks and uncertain obligations. They are recognized at settlement amounts that are determined through reasonable commercial estimates. Future increases in prices and costs are also included if sufficient objective information is available concerning such increases. Liabilities are recognized at their settlement amount on the balance sheet date. Values for contingent liabilities resulting from warranties correspond to the credit amounts still outstanding on the balance sheet date. Liabilities up to one year in foreign currencies have to be converted at the mean spot exchange rate in accordance with Section 256a HGB on the balance sheet date. Other foreign currency items have been included in the account at the transaction day exchange rate according to the strict principle of lower of cost or market on the balance sheet date. As far as underlying transactions are aggregated with hedging transactions into closed positions, the valuation is based on the hedged exchange rate. In the course of its business activity und the resulting financial activities the company is exposed to changes in the market prices of currencies and interest rates. To limit these risks we have a systematic financial and risk management. For this purpose, we also use derivative financial instruments that are commonly used in the marketplace. These instruments are contracted with E.ON SE, Düsseldorf, Germany.

32 According to E.ON s policies the use of derivates is permitted for derivates based on the reported assets and liabilities, contractual claims or obligations or planned operative transactions. E.ON SE has established policies on risk management for the use of derivate financial instruments in the currency and interest rate sector. These policies are fully applicable to E.ON US Holding GmbH. We have a group-wide system in place to monitor and manage the credit risks associated with derivative financial instruments. The following is a summary of the methods and assumptions for the valuation of utilized derivative financial instruments: Forward exchange transactions are valued on an item-by-item basis at the forward rate on the balance sheet date. The forward rates are based on spot prices that consider forward premiums or discounts. The market value of instruments used to hedge interest-rate risks is determined by discounting future cash flows. They are discounted using going interest rates over the remaining term of the instruments. Discounted cash values are determined for interest rate, cross-currency and cross-currency interest rate swaps for each individual transaction as of the balance sheet date. Interest exchange amounts are considered with an effect on current results at the date of payment or accrual. Hedging transactions may be assigned directly to booked and pending underlying transactions and combined with them to form valuation units. The annual result will be transferred to E.ON SE, Düsseldorf, Germany, on the basis of a profit transfer agreement.

33 Details on contingent liabilities under the terms of Section 251 HGB: In connection with the acquisition of Airtricity Inc. and Airtricity Holdings (Canada) Inc. and the development of their business activities five financial guarantees have been granted. The guarantees granted are minimum-return-guarantees for the benefit of the tax-equity investors. The total amount of these obligations is million. There is no reason to anticipate that such claims will be utilized, because the five respective windfarms meet the expectations of the tax-equity investors.

34 Notes on the Balance Sheet Financial assets By offsetting goodwill of the results ( 32,131,655.47) of the forward exchange dealings the investment values have increased. Pursuant to the agreement dated December 19 th 2011 the holding of E.ON US Investments Corporation LLC, Louisville, USA has been merged with E.ON US Corporation, Wilmington, USA. Pursuant to an agreement dated June 20 th 2012 the company purchased 388,198 shares of Bloom Energy Corporation, Sunnyvale at a price of USD per share. The total purchase price was USD 9,999, ( 7,967,477.08). The investment was written off by 7,795, to 171, on December 31 st Equity The capital stock amounts to 26,000.00; it is held in its entirety by E.ON SE, Düsseldorf, Germany. Additional paid-in capital remains unchanged at 1,168,851, Other provions The other provisions ( 8,925.00) have been formed for the costs of preparing the annual financial statements in its entirety. Liabilities to affiliated companies Liabilities to affiliated companies ( 1,549,807,205.41) relate to the sole shareholder E.ON SE, Düsseldorf, Germany, in its entirety. Liabilities to E.ON SE, Düsseldorf, Germany, result from utilization of money at call ( 1,043,054,837.37), taking up of a loan ( 555,631,601.62) and the accrual of interest ( 6,484,439.87). Against these liabilities are claims from intra-group- invoicing ( 55,363,673.45). The loan has a remaining maturity of more than five years.

35 Valuation of derivative financial instruments The following derivative financial instruments were used for hedging changes in the market prices of currencies and interest rates on the balance sheet date: million instrument nominal value fair value (market value) nominal value fair value (market value) forward transactions 1, , with affiliated companies total amount foreign 1, , exchange operations currency and crosscurrency swaps with affiliated companies total amount interest rate instruments Evaluation units The evaluation units of E.ON US Holding GmbH are balanced using the net hedge presentation method. Currency and cross-currency swaps as well as foreign currency loans with a nominal value of USD 2,707 million (thereof USD 883 million debts and USD 1,824 million pending transactions) have been concluded in order to hedge the investment book values of E.ON US Corporation, Wilmington, USA, and E.ON US Investment Corporation Inc, USA. Within the respective micro evaluation unit E.ON US Holding GmbH insures itself against the risk of alteration of the investment book value due to changes in foreign exchange rates. As of December 31 st 2012 the maximum maturity of the derivates and foreign currency loans in the evaluation units is less than 6 years. As in the previous year, there was no negative backlog of hedging instruments on the balance sheet date. The underlying and hedging transactions aggregated in the evaluation unit show highly homogeneous risks. Thus, it is to expect that the offsetting values of the underlying and hedging transactions entirely compensate the respective hedged risk in the future and hedge accounting is highly effective.

36 Effectiveness is judged on a critical-terms-match-basis, as significant parameters for the respective incorporated instruments are identical. Notes on the Income Statement Other operating income The investments of E.ON US Corporation, Wilmington, USA, in USD are hedged by derivates (currency, cross-currency swaps). Other operating income in the amount of 13,376, results primarily from the aforementioned swaps; whereas 12,308, result from the foreign currency component and 4,067, from the interest component. Other operating expenses Other operating expenses amounting to 16,401, are primarily the result of the aforementioned swaps; whereas 12,487, result from expense arising from foreign exchange differences and 3,904, from expenses for cross-currency swaps. Depreciations on financial assets The depreciations on financial assets contain the extraordinary depreciation on the investment valuation of Bloom Energy Corporation, Sunnyvale amounting to 7,795, Interest and similar expenses Interest and similar expenses ( 47,543,398.14) are primarily the result of taking up the loan ( 36,731,344.60) and the utilization of money at call ( 7,473,484.10) with the shareholder E.ON SE, Düsseldorf, Germany. Income taxes As of 2010 charging of allocated income tax is given up. No domestic taxes are disclosed.

37 Profit resulting from loss absorption The net loss for the year before loss absorption amounted to 55,363, and has been compensated by the shareholder E.ON AG, Düsseldorf, Germany. Other Disclosures The Company has no employees. Its management received no loans or advances from the Company. E.ON US Holding GmbH is a group company of E.ON SE, Düsseldorf, Germany (HRB 69043). It is part of the consolidated tax group of E.ON SE, Düsseldorf, Germany, for corporate, trade and value-added tax purposes. It is included in the E.ON Consolidated Financial Statements. The Consolidated Financial Statements of E.ON SE, Düsseldorf, Germany, are filed electronically with the operator of the Electronic Federal Gazette ( elektronischer Bundesanzeiger ) and published in the Electronic Federal Gazette. These documents can be found in the internet under or EON s consolidated statements are calculated in accordance with the International Financial Reporting Standards (IFRS). E.ON US Holding GmbH, Düsseldorf, Germany makes use of the relief afforded by Section 291 HGB as regards the preparation of consolidated financial statements of its own.

38 The managing directors of the Company in 2012 were: Dipl. Kaufmann Heinrich Montag, Erftstadt, Germany; Head of Department F/TX Tax, E.ON AG Dipl. Kaufmann Michael C. Wilhelm, Mülheim a. d. Ruhr, Germany; Head of Department F/AC Accounting, E.ON AG Düsseldorf, Germany, April 23, 2013 E.ON US Holding GmbH The Management (Heinrich Montag) (Michael C. Wilhelm)

39 A S S E T S L I A B I L I T I E S Status as at Status as at Status as at Status as at I. Financial Assets I. Subscribed capital 26, , Liabilities to affiliated companies (thereof residual maturity of less than a year: 941,870, ; previous year: 994,175,603.79) 1,497,501, ; previous year: 1,549,807,205.41) 1,497,501, ,549,807, (thereof to the shareholder: 1,497,501, ,549,807, ,666,391, ,718,693, ,666,391, ,718,693, In connection with the acquisition of Airtricity Inc. and Airtricity Holdings (Canada) Inc. and the development of their business activities five financial guarantees have been granted. The guarantees granted are minimum-return-guarantees for the benefit of the tax-equity investors. The total amount of these obligations is million. There is no reason to anticipate that such claims will be utilized, because the five respective wind-farms meet the expectations of the tax-equity investors. E.ON US Holding GmbH is, according to Section 291 HGB, exempted from the obligation to compile its own consolidated financial statement and a consolidated management report. E.ON US Holding GmbH and it s subsidaries are included in the exempting consolidated financial statement of E.ON SE, Düsseldorf. E.ON US Holding GmbH, Düsseldorf, Germany Balance sheet as of Dezember 31st 2013 A. Fixed Assets A. Equity 1. Shares of affiliated companies 2,666,219, ,718,522, Investments 171, , II. Capital reserve 1,168,851, ,168,851, ,666,391, ,718,693, III. Profit carried forward ,168,877, ,168,877, B. Current assets I. Credits in banks B. Provisions 1. Other provisions 11, , , , C. Liabilities Details on contingent liabilities under the terms of Section 251 HGB: Exemption from the preparation of consolidated financial statement

40 E.ON US Holding GmbH, Düsseldorf Profit and loss account for the preiod from January 1st to December 31st other operating income 11,931, ,376, (thereof from currency translation: 11,931,037.99, previous year: 16,376,710.37) 2. other operating expenses -11,793, ,401, (thereof from currency translation: 11,780,802.05; previous year: 16,391,638.86) 3. Depreciation on financial assets and - -7,795, marketable securities 4. Interest and similar expenses -44,874, ,543, (thereof to affiliated companies: 44,874,359.67; previous year: 47,543,398.14) 5. Result of ordinary business activity -44,736, ,363, Profit resulting from loss absorption 44,736, ,363, Annual net profit - -

41 The managing directors of E.ON US Holding GmbH, Düsseldorf (HRB 38942) in 2013 were: Dipl.-Kaufmann Heinrich Montag, Erftstadt, Head of Department Tax der E.ON SE Dipl.-Kaufmann Michael C. Wilhelm, Mülheim a. d. Ruhr, Head of Department SE-Accounting & F-Tom der E.ON SE Düsseldorf, March 17, 2014 E.ON US Holding GmbH The Management (Heinrich Montag) (Michael C. Wilhelm)