DGAP-Ad-hoc: E.ON SE / Key word(s): Mergers & Acquisitions E.ON SE: E.ON reaches agreement in principle with RWE to acquire innogy via a wide-ranging exchange of assets 11-March-2018 / 01:15 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- E.ON reaches agreement in principle with RWE to acquire innogy via a wide-ranging exchange of assets In discussions with RWE AG, E.ON SE has reached an agreement in principle to acquire RWE's 76.8% stake in innogy SE via a far-reaching exchange of assets and participations. The conclusion of such an agreement requires the approval of the boards of E.ON und RWE. Under the agreement in principle, E.ON would receive RWE's 76.8% stake in innogy in return for granting RWE an effective participation of 16.67% in E.ON SE. The shares would be issued by way of a 20% capital increase against a contribution in kind from existing authorised capital. Furthermore, E.ON would transfer to RWE most of E.ON's renewables business and also the minority interests currently held by E.ON's subsidiary PreussenElektra in the RWE-operated nuclear power plants Emsland and Gundremmingen. Also, RWE would receive the entire innogy renewables business, the innogy gas storage business and innogy's stakes in the Austrian energy supplier Kelag. The transfer of businesses and participations would be conducted with economic effect as of January 1, 2018. The transaction further provides for a cash payment from RWE to E.ON of EUR 1.5 billion. E.ON would also make a voluntary public takeover offer in cash to the shareholders of innogy SE. This offer would, as of today, represent a total value of EUR 40 per share for the innogy shareholders. The total value consists of an offer price of EUR 36.76 per share plus assumed dividends of innogy SE for the fiscal years 2017 and 2018 in the total aggregate amount of EUR 3.24 per share. RWE will not participate in the offer. After successful implementation of the transaction it is intended to fully integrate innogy into the E.ON Group. Through this transaction E.ON would become a focused customer-oriented energy company concentrating on energy networks and customer solutions. The renewables businesses of E.ON and RWE would be brought together under the umbrella of RWE. It is planned to implement the transaction in several steps, and it is subject to customary antitrust clearances. Following approval of both companies' boards, the agreement could be signed shortly thereafter. Important notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in innogy SE. This announcement may contain statements about E.ON SE or innogy SE that are or may be "forward-looking statements". By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. E.ON SE cautions you that forward-looking statements are no guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry, in which the involved companies operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Contact: Alexander Karnick Senior Vice President Investor Relations T +49 201 184 2838 [email protected] Barbara Schädler Senior Vice President Communications & Political Affairs T +49 201 184 4240 [email protected] --------------------------------------------------------------------------- 11-March-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: E.ON SE Brüsseler Platz 1 45131 Essen Germany Phone: +49 (0)201-184 00 E-mail: [email protected] Internet: www.eon.com ISIN: DE000ENAG999 WKN: ENAG99 Indices: DAX, EURO STOXX 50 Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich, Stuttgart; Regulated Unofficial Market in Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 661731 11-March-2018 CET/CEST