Offer to the shareholders of E.ON SE for the acquisition of treasury shares of the Company by conversion of the dividend

Transcription

1 Offer to the shareholders of E.ON SE for the acquisition of treasury shares of the Company by conversion of the dividend Offer Period: May 2, 2014, through May 15, 2014 The Annual General Meeting of Shareholders adopted a resolution on April 30, 2014, under Item 2 of the agenda (Adoption of a resolution on the appropriation of balance sheet profits) for the distribution of a cash dividend for the 2013 financial year in an amount of 0.60 for each no-par value share. The Board of Management of E.ON SE ( E.ON or the Company ) has resolved with the consent of the Supervisory Board to offer up to 82,616,922 E.ON shares with an exclusion of the subscription right to the shareholders of the company for subscription by way of conversion against payment of part of the dividend amount. As a general rule, the dividend is subject to taxation. Therefore, a portion of the dividend in an amount of 0.17 per no-par value share ( Dividend Base Portion ) will always be distributed in cash. Depending on the tax status of the individual shareholder, the Dividend Base Portion serves, if necessary, the purpose of covering the German tax of the respective shareholders to be transferred to the tax authorities by the depositary bank or will (e.g. if a declaration for exemption from withholding tax has been submitted) be credited to the account of the shareholder. For the determination of the Dividend Base Portion, the maximum possible tax deduction for German private shareholders (for capital gains tax and solidarity tax as well as church tax) is used as a basis, which amounts to approximately 28% of the distribution amount per share. Payment of the Dividend Base Portion is expected to be made on May 23, The remaining amount of 0.43 per no-par value share ( Dividend Option Portion ) is available for conversion into E.ON shares. For each share, a Dividend Option Portion will be granted, carrying inseparably the option right for receipt of shares against payment of part of the dividend amount and, thus, this offer. Our shareholders may accept the offer for conversion into treasury shares of E.ON in the period from May 2, 2014, through May 15, 2014, 24:00 CEST ( Offer Period ) via their depositary banks. Each shareholder may accept the offer only in such manner that within the Offer Period he/she declares acceptance and to the extent possible converts his/her Dividend Option Portions into treasury shares through his/her depositary bank. For this purpose, a standard form may be provided by the depositary bank. Other than that, the depositary banks determine the form of the acceptance declaration and may shorten the Offer Period due to technical processing. Instructions issued to E.ON have no effect. The offer is subject to the condition precedent of the delivery of the 1

2 shares, which the shareholder receives by exercise of the option. Shareholders who have exercised their option right may not revoke this election once made. If after the expiry of the Offer Period the number of shares to be delivered as a result of the exercise of the option exceeds the number of the offered up to 82,616,922 E.ON treasury shares, an allocation will be conducted among all shareholders who have accepted the offer, in the proportion of the number of offered treasury shares to the number of shares to be delivered as a result of the exercise of the option ( Repartitioning ). To the extent that in this case shares cannot be allocated, a dividend in a corresponding amount is paid out in cash. In the event of a Repartitioning, both the payment of the cash dividend and of the remaining amounts and the delivery of E.ON shares under the offer are expected to be made on May If the offer is not accepted in due time, the right to convert the Dividend Option Portion into shares is forfeited. In the event of non-acceptance of the offer or an acceptance not made in due time, the payment of the dividend will be made in cash, without any further action being required. Subscription Ratio and Subscription Price The subscription ratio, i.e. the number of Dividend Option Portions for which one share will be granted, will be determined on May 15, 2014, after the closing of the XETRA trading at the Frankfurt Stock Exchange. The subscription ratio is equivalent to the Reference Price (less a nominal discount of 3.0%), divided by 0.43 (value of the Dividend Option Portion per no-par value share); this result will then be rounded upwards to one decimal place after the decimal point ( Subscription Ratio ). The reference price is equivalent to the volume-weighted average stock market price of the E.ON share in XETRA trading at the Frankfurt Stock Exchange (daily VWAP XETRA) on the last trading day of the Offer Period, i.e. on Thursday, May ( Reference Price ). To the extent that Dividend Option Portions, or parts thereof, are not sufficient for the acquisition of another share, the remaining amount will be paid out to the shareholder in cash. The remaining amount is the result of multiplying the number of Dividend Option Portions or, respectively, the parts of Dividend Option Portions which are not sufficient for the acquisition of a further share, by 0.43 (value of the Dividend Option Portion per no-par value share); this result will then be commercially rounded to two decimal places after the decimal point ( Remaining Amount ). The subscription price is equivalent to the number of Dividend Option Portions converted into one share, multiplied by 0.43 (value of the Dividend Option Portion per no-par value share) ( Subscription Price ). The Subscription Ratio and the Subscription Price are expected to be published on the web page of E.ON ( on May 15, 2014, after closing of the XETRA trading at the Frankfurt Stock Exchange as well as in the German Federal Gazette on the following day. The Company requests its shareholders to note that the Subscription Ratio, i.e. the number of Dividend Option Portions converted into one share, and the Subscription Price will only be published upon expiry of the Offer Period, which is expected to be Thursday, May 15, 2014, after closing of the XETRA trading at the Frankfurt Stock Exchange, i.e. presumably after 17:30 CEST. Shareholders who do not accept the offer or who accept it only in respect of part of their Dividend Option Portions, will receive payment of the cash dividend in an amount of 0.60 per each no-par value share through the depositary banks for each no-par value share held by them in respect of which the offer was not accepted; this is expected to occur on May 23,

3 Note on technical processing For the purpose of the technical processing of the option right, the Dividend Option Portions will be automatically booked in to the depositary banks under the ISIN DE000ENAG1E0 / WKN ENAG1E by Clearstream Banking AG, Eschborn ( Clearstream ) on May 2, 2014 ( Technical Dividend Option Portion ). The book entry of the respective Technical Dividend Option Portion physically represents, at the same time, the corresponding option right. It is the responsibility of the depositary banks to book the Technical Dividend Option Portions into the securities accounts of the individual shareholders. After the submission of the acceptance declaration to the respective depositary bank, the latter conducts a transfer posting of the Technical Dividend Option Portions to the Securities Identification Code ISIN DE000ENAG1F7 / WKN ENAG1F ( Exercised Technical Dividend Option Portion ). The acceptance is only declared with the transfer posting in due time of the corresponding Technical Dividend Option Portions from ISIN DE000ENAG1E0 / WKN ENAG1E (Technical Dividend Option Portion) to ISIN DE000ENAG1F7 / WKN ENAG1F (Exercised Technical Dividend Option Portion). For reasons of technical processing, it is recommended not to conduct securities accounts transfers in respect of Technical Dividend Option Portions. No transfer postings to other securities accounts can be conducted in respect of the Exercised Technical Dividend Option Portions. Trading of the Dividend Option Portions Trading of the Dividend Option Portions at a stock exchange is not intended and will not be organised by the Company. Therefore, a purchase or sale of Dividend Option Portions via the stock exchange in the regulated market is not possible. Such purchase or sale will not be facilitated by the Company, either. It is expected that the shares of the Company will be listed ex dividend on May 2, Form and securitisation of the treasury shares Pursuant to the currently applicable Articles of Association of the Company, the treasury shares are issued as registered no-par value shares. The treasury shares are securitised in several global share certificates, in each case with a global registered dividend coupon, which are deposited with Clearstream by way of collective deposit of securities. The claim of the shareholders for securitisation of their shares and dividend coupons is excluded pursuant to Sec. 4 para. 2 of the Articles of Association of the Company, except to the extent that a securitisation is required under the rules of a stock exchange at which the share is listed. Delivery of the own shares subscribed on the basis of the offer and payment of the Remaining Amount The shares subscribed in the course of the offer are expected to be delivered on May 23, 2014, in the case of a Repartitioning on May 28, 2014, to the shareholders by way of collective securities credit. 3

4 As is the case with the payment for dividend entitlements in respect of which the conversion into shares was not elected, payment of the Remaining Amount is also expected to be conducted on May 23, 2014, or, respectively, in the case of a Repartitioning, on May 28, 2014, via the depositary banks. Settlement agent Deutsche Bank AG, Frankfurt am Main, ( Deutsche Bank ) will process the offer as central settlement agent vis-à-vis the shareholders who accept the offer. In particular, Deutsche Bank has undertaken to provide the coordination of the delivery of the shares to the respective shareholders via Clearstream and the depositary banks. Expense allowance for the processing efforts of the depositary banks E.ON will pay an expense allowance for the processing of the dividend option to the depositary banks located in Germany on a voluntary basis. The Company can give no assurance that the respective depositary bank will not charge any additional costs to the shareholder. Admission to stock market trading and listing of the treasury shares The treasury shares which will be granted upon exercise of the option right are admitted for trading in the Prime Standard segment of the regulated market at the Frankfurt Stock Exchange as well as the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. Additional important information Pursuant to Sec. 4 para. 1 no. 4 Securities Prospectus Act (Wertpapierprospektgesetz WpPG), no securities prospectus will be prepared for the implementation of the offer, but merely a uniform information document pursuant to Sec. 4 para. 1 no. 4 WpPG ( Prospectus Exemption Document ). Before making their decision on the acceptance of the offer, interested shareholders should carefully read the Prospectus Exemption Document (available from and inform themselves in detail about the Company. It is recommended, also with regard to risks, to read also the financial reports, including the annual financial statements of the Company for the year 2013, which are available on the web page of the Company ( and the other information on the web page of the Company and to include them in the decision. Availability of the Prospectus Exemption Document The offer is made on the basis of the Prospectus Exemption Document, according to which an obligation for the publication of a prospectus does not exist for the public offer, Sec. 4 para. 1 no. 4 WpPG, of dividends distributed to the shareholders against conversion of shares, provided that a document is provided which contains information on the number and type of the shares and in which the reasons and details in respect of the offer are explained. The document has been published at 4

5 Selling restrictions These materials are not an offer or the solicitation of an offer for sale or subscription of the shares in the United States. The shares may not be offered, sold, delivered or otherwise transferred in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). E.ON SE has not registered and does not intend to register any portion of the offering in the United States under the Securities Act or to conduct a public offering of shares in the United States. Düsseldorf, May 1, 2014 E.ON SE The Board of Management 5