Obligation E.nova 6.375% ( XS0148579153 ) en EUR

E.nova

100 % ▼

Allemagne

XS0148579153 ( en EUR )

6.375% par an ( paiement annuel )

29/05/2017 - Obligation échue

Prospectus brochure de l'obligation E.ON XS0148579153 en EUR 6.375%, échue

1 000 EUR

900 000 000 EUR

E.ON est une entreprise énergétique internationale opérant dans la production, le transport, la distribution et la vente d'énergie, notamment l'électricité et le gaz naturel.

L'Obligation émise par E.nova ( Allemagne ) , en EUR, avec le code ISIN XS0148579153, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/05/2017

Medium Term Note Programme Prospectus
16 January 2007
This document constitutes three base prospectuses: (i) the base prospectus of E.ON AG in respect of
non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC)
No. 809/2004 of 29 April 2004 ("Non-Equity Securities"), (ii) the base prospectus of E.ON Interna-
tional Finance B. V. in respect of Non-Equity Securities and (iii) the base prospectus of E.ON UK
Finance plc in respect of Non-Equity Securities (together, the "Medium Term Note Programme Pro-
spectus" or the "Prospectus").
E.ON AG
(Düsseldorf, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
E.ON International Finance B. V. and E.ON UK Finance plc, as Guarantor
E.ON International Finance B. V.
(Rotterdam, The Netherlands)
as Issuer
E.ON UK Finance plc
(Coventry, United Kingdom)
as Issuer
20,000,000,000
Medium Term Note Programme
(the "Programme")
The payments of all amounts due in respect of Notes issued by E.ON International Finance B. V. and E.ON UK Finance
plc will be unconditionally and irrevocably guaranteed by E.ON AG.
Application has been made to list the Notes to be issued under the Programme on the official list of the Luxembourg
Stock Exchange and trade on the Regulated Market "Bourse de Luxembourg". Notes issued under the Programme may
also be listed on an alternative stock exchange or may not be listed at all.
Each Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg
(the "Commission") in its capacity as competent authority under the Luxembourg act relating to prospectuses for secu-
rities (Loi relative aux prospectus pour valeurs mobilières) to provide the competent authorities in the Federal Republic
of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and The Netherlands
with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux
prospectus pour valeurs mobilières which implements Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 into Luxembourg law ("Notification"). Each Issuer may request the Commission to provide
competent authorities in additional Member States within the European Economic Area with a Notification.
Arranger
Deutsche Bank
Dealers
ABN AMRO
Barclays Capital
BayernLB
BNP PARIBAS
CALYON Corporate and Investment Bank
Citigroup
COMMERZBANK CORPORATES & MARKETS
Deutsche Bank
Dresdner Kleinwort
HSBC
UniCredit Group (HVB)
JPMorgan
Mitsubishi UFJ Securities International plc
The Royal Bank of Scotland
WestLB AG
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.
lu) and on the website of E.ON Group (www.eon.com). This Prospectus replaces the Prospectus dated 20 December
2005. It is valid for a period of twelve months from its date of publication.

RESPONSIBILITY STATEMENT
E.ON AG ("E.ON", the "Company" or the "Guarantor", together with its consolidated group compa-
nies, the "E.ON Group") with its registered office in Düsseldorf, Federal Republic of Germany, E.ON
International Finance B. V. ("E.ON International Finance") with its registered office in Rotterdam, The
Netherlands and its statutory seat in Amsterdam, The Netherlands and E.ON UK Finance plc ("E.ON
UK Finance") with its registered office in Coventry, United Kingdom (herein each also called an
"Issuer" and together the "Issuers") are solely responsible for the information given in this Prospec-
tus.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated herein by reference. Full information on the Issuers and any
tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant
Final Terms (as defined herein).
Each Issuer has confirmed to the Dealers (as defined herein) set forth on the cover page that this
Prospectus contains all information which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuers and the rights attaching to the Notes which is material in the context of the Programme; that
the information contained herein with respect to the Issuers and the Notes is accurate and complete
in all material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts with respect to the
Issuers or the Notes, the omission of which would make this Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading; that the Issuers have
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
Each Issuer and the Guarantor has undertaken with the Dealers to supplement this Prospectus or
publish a new Prospectus if and when the information herein should become materially inaccurate
or incomplete or in the event of any significant new factor, material mistake or inaccuracy relating to
the information included in this Prospectus which is capable of affecting the assessment of the Notes
and which arises or is noted between the time when this Prospectus has been approved and the final
closing of any tranche of Notes offered to the public or, as the case may be, when trading of any
tranche of Notes on a regulated market begins, in respect of Notes issued on the basis of this Pro-
spectus and where approval by the Commission of any such document is required, upon such
approval having been given.
No person has been authorized to give any information which is not contained in or not consistent
with this Prospectus or any other document entered into in relation to the Programme or any infor-
mation supplied by any Issuer or any other information in the public domain and, if given or made,
such information must not be relied upon as having been authorized by the Issuers, the Dealers or
any of them.
Neither the Arrangers nor any Dealer nor any other person mentioned in this Prospectus, excluding
the Issuers and the Guarantor, is responsible for the information contained in this Prospectus or any
supplement hereto, or any Final Terms or any document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these per-
sons accepts any responsibility for the accuracy and completeness of the information contained in
any of these documents. This Prospectus is valid for 12 months following its date of publication and
this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their
respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or
delivery of any Notes may not be taken as an implication that the information contained in such
2

documents is accurate and complete subsequent to their respective dates of issue or that there has
been no adverse change in the financial situation of the Issuers since such date or that any other
information supplied in connection with the Programme is accurate at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any
Final Terms come are required to inform themselves about and observe any such restrictions. For a
description of the restrictions applicable in the United States of America, the European Economic
Area in general, the United Kingdom, The Netherlands and Japan see "Selling Restrictions". In par-
ticular, the Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, and are subject to tax law requirements of the United States of America; subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States of Amer-
ica or to U. S. persons.
The language of the Prospectus is English. Any part of this Prospectus in the German language con-
stitutes a translation. In respect of the issue of any tranche of Notes under the Programme, the Ger-
man text of the Terms and Conditions may be controlling and binding if so specified in the relevant
Final Terms. In respect of the Guarantee, the German language version is always controlling and
binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as Stabilising Manager(s) in the applicable Final Terms (or persons acting on behalf of a
Stabilising Manager) may over-allot Notes (provided that, in the case of Notes listed on a regulated
market in the European Economic Area, the aggregate principal amount of Notes allotted does not
exceed 105 percent Of the aggregate principal amount of the relevant Tranche of Notes) or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that such Stabilising Manager(s) (or persons act-
ing on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin at any time after the adequate public disclosure of the terms of the offer of the relevant
Tranche of the Notes and, if begun, may be ended at any time, but it must end no later than the ear-
lier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes.
3

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
I. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
II. Issue Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Summary regarding the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Summary regarding Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Summary regarding E.ON AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Summary regarding E.ON International Finance B. V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Summary regarding E.ON UK Finance plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
GERMAN TRANSLATION OF THE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Risk Factors regarding E.ON AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Risk Factors regarding E.ON International Finance B. V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Risk Factors regarding E.ON UK Finance PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Risk Factors regarding the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
E.ON AG AS ISSUER AND GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
E.ON INTERNATIONAL FINANCE B. V. AS ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
E.ON UK FINANCE PLC AS ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION . . . . . . . . . . . . . . .
65
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION. . . . . . . . . . . . . . .
92
GARANTIE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
GUARANTEE (NON-BINDING ENGLISH TRANSLATION) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
FORM OF FINAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
149
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Interest of Natural and Legal Persons involved in the Issue/Offer . . . . . . . . . . . . . . . . . . . . .
161
Authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Post-Issuance Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Listing of Notes on the Luxembourg Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Clearing Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
Availability of Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
NAMES AND ADDRESSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166
4

GENERAL DESCRIPTION OF THE PROGRAMME
I. GENERAL
Under this 20,000,000,000 Medium Term Note Programme, E.ON, E.ON International Finance and
E.ON UK Finance may from time to time issue notes (the "Notes") to one or more of the following
Dealers: ABN AMRO Bank N. V., Barclays Bank PLC, Bayerische Hypo- und Vereinsbank AG, Baye-
rische Landesbank, BNP Paribas, Calyon, Citigroup Global Markets Limited, Commerzbank Aktieng-
esellschaft, Deutsche Bank Aktiengesellschaft, Dresdner Bank Aktiengesellschaft, HSBC Bank plc,
J. P. Morgan Securities Ltd., Mitsubishi UF J Securities International plc, The Royal Bank of Scotland
plc, WestLB AG and any additional Dealer appointed under the Programme from time to time by the
Issuer(s), which appointment may be for a specific issue or on an ongoing basis (together, the "Deal-
ers").
Deutsche Bank acts as arranger in respect of the Programme (the "Arrangers").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Pro-
gramme will not exceed 20,000,000,000 (or its equivalent in any other currency). The Issuers may
increase the amount of the Programme in accordance with the terms of the Dealer Agreement from
time to time.
Notes issued by E.ON International Finance and Notes issued by E.ON UK Finance will have the ben-
efit of a Guarantee (the "Guarantee") given by E.ON. The Guarantee constitutes an irrevocable, unse-
cured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured
and unsubordinated obligations of the Guarantor.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed
by way of public offer or private placements and, in each case, on a syndicated or non-syndicated
basis. The method of distribution of each tranche ("Tranche") will be stated in the relevant final terms
(the "Final Terms").
Notes will be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series
and identical in all respects, but having different issue dates, interest commencement dates, issue
prices and dates for first interest payments may form a series ("Series") of Notes. Further Notes may
be issued as part of existing Series. The specific terms of each Tranche will be set forth in the appli-
cable Final Terms.
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the
relevant Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomina-
tion of the Notes will be, if in euro, 1,000, and if in any currency other than euro, an amount in such
other currency equal to or exceeding the equivalent of 1,000 at the time of issue of Notes.
Notes will be issued with a maturity of twelve months or more.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as
stated in the relevant Final Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to
trade Notes on the market of the Luxembourg Stock Exchange appearing on the list of regulated
markets issued by the European Commission (Regulated Market "Bourse de Luxembourg"). The Pro-
gramme provides that Notes may be listed on other or further stock exchanges, as may be agreed
between the relevant Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be
issued under the Programme which will not be listed on any stock exchange.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the appli-
cable Final Terms. These systems will include those operated by Clearstream Banking, Société ano-
nyme and Euroclear Bank S. A./N. V. as operator of the Euroclear system.
5

Banque de Luxembourg will act as Luxembourg Listing Agent and Citibank, N. A., London Office will
act as fiscal agent (the "Fiscal Agent").
Banque de Luxembourg and other institutions, all as indicated in the applicable Final Terms, will act
as paying agents (the "Paying Agents") under the Programme.
II. ISSUE PROCEDURES
General
The relevant Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to
each particular Tranche of Notes (the "Conditions"). The Conditions will be constituted by the Terms
and Conditions of the Notes set forth below (the "Terms and Conditions") as completed, modified or
replaced by the provisions of the Final Terms (the "Final Terms"). The Final Terms relating to each
Tranche of Notes will specify:
whether the Conditions are to be Long-Form Conditions or Integrated Conditions (each as
described below); and
whether the Conditions will be in the German language or the English language or both (and, if
both, whether the German language version or the English language version is controlling).
As to whether Long-Form Conditions or Integrated Conditions will apply, the relevant Issuer antici-
pates that:
Long-Form Conditions will generally be used for Notes sold on a non-syndicated basis and which
are not publicly offered.
Integrated Conditions will generally be used for Notes sold and distributed on a syndicated basis.
Integrated Conditions will be required where the Notes are to be publicly offered, in whole or in
part, or are to be distributed, in whole or in part, to non-professional investors.
As to the controlling language of the respective Conditions, the relevant Issuer anticipates that, in
general, subject to any stock exchange or legal requirements applicable from time to time, and unless
otherwise agreed between the relevant Issuer and the relevant Dealer:
in the case of Notes sold and distributed on a syndicated basis, German will be the controlling
language.
in the case of Notes publicly offered, in whole or in part, in the Federal Republic of Germany
("Germany"), or distributed, in whole or in part, to non-professional investors in Germany, Ger-
man will be the controlling language. If, in the event of such public offer or distribution to non-
professional investors, however, English is chosen as the controlling language, a German lan-
guage translation of the Conditions will be available from the principal offices of the Fiscal Agent
and E.ON, as specified on the back cover of this Prospectus.
Long-Form Conditions
If the Final Terms specify that Long-Form Conditions are to apply to the Notes, the provisions of the
applicable Final Terms and the Terms and Conditions, taken together, shall constitute the Conditions.
Such Conditions will be constituted as follows:
the blanks in the provisions of the Terms and Conditions which are applicable to the Notes will be
deemed to be completed by the information contained in the Final Terms as if such information
were inserted in the blanks of such provisions;
the Terms and Conditions will be modified or replaced by the text of any provisions of the Final
Terms modifying or replacing, in whole or in part, the provisions of the Terms and Conditions;
alternative or optional provisions of the Terms and Conditions as to which the corresponding pro-
visions of the Final Terms are not completed or are deleted will be deemed to be deleted from the
Conditions; and
6

all instructions and explanatory notes set out in square brackets in the Terms and Conditions and
any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the Con-
ditions.
Where Long-Form Conditions apply, each global note representing the Notes of the relevant Series
will have the Final Terms and the Terms and Conditions attached.
Integrated Conditions
If the Final Terms specify that Integrated Conditions are to apply to the Notes, the Conditions in
respect of such Notes will be constituted as follows:
all of the blanks in all applicable provisions of the Terms and Conditions will be completed accord-
ing to the information contained in the Final Terms and all non-applicable provisions of the Terms
and Conditions (including the instructions and explanatory notes set out in square brackets) will
be deleted; and/or
the Terms and Conditions will be otherwise modified or replaced, in whole or in part, according to
the information set forth in the Final Terms.
Where Integrated Conditions apply, the Integrated Conditions alone will constitute the Conditions.
The Integrated Conditions will be attached to each global note representing Notes of the relevant
Series.
7

SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks
associated with each Issuer, the Guarantor and the Notes to be issued under the Programme. This
Summary should be read as an introduction to this Prospectus. Any decision by an investor to invest
in any Tranche of Notes should be based on consideration of this Prospectus as a whole, including
any supplement thereto, the documents incorporated by reference and the relevant Final Terms.
Where a claim relating to the information contained in this Prospectus, any supplements thereto, the
documents incorporated by reference and the relevant Final Terms is brought before a court, the
plaintiff investor might, under the national legislation of such court, have to bear the costs of trans-
lating the Prospectus, any supplement thereto, the documents incorporated by reference and the
relevant Final Terms before the legal proceedings are initiated. Civil liability attaches to the Issuers
which have tabled this Summary including any translation thereof, and applied for its notification,
but only if this Summary is misleading, inaccurate or inconsistent when read together with the other
parts of this Prospectus.
The following Summary does not purport to be complete and is taken from and qualified in its
entirety by the remainder of this Prospectus and, in relation to the terms and conditions of any par-
ticular Tranche of Notes, the applicable Final Terms.
SUMMARY REGARDING THE NOTES
Specified Curr
Specified Cur encies
r
Subject to any applicable legal or regulatory restrictions, and requirements of
relevant central banks, Notes may be issued in Euro or any other currency
agreed by the relevant Issuer and the relevant Dealer(s).
Denominations of
Notes will be issued in such denominations as may be agreed between the
Notes
Not
relevant Issuer and the relevant Dealer(s) and as indicated in the applicable
Final Terms save that the minimum denomination of Notes will be, if in euro,
1,000, and if in any currency other than euro, an amount in such other cur-
rency equal to or exceeding the equivalent of 1,000 at the time of the issue
of the Notes.
Matur
Mat
ities
ur
Such maturities as may be agreed between the relevant Issuer and the rele-
vant Dealer(s) and as indicated in the applicable Final Terms, provided that
each Note shall have a maturity of not less than twelve months calculated
from and including the date on which such Note is issued to and including its
maturity date and subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or equiva-
lent body) or any laws or regulations applicable to the relevant Issuer or the
relevant Specified Currency.
Unless otherwise permitted by then current laws and regulations, Notes
(including Notes denominated in Sterling) in respect of which the issue pro-
ceeds are to be accepted by the relevant Issuer in the United Kingdom will
have a minimum denomination of £ 100,000 or its equivalent in other curren-
cies) unless such Notes may not be redeemed until on or after the first anni-
versary of their date of issue.
Fo
F r
o m
r of Not
m
es
of Not
Notes will be issued in bearer form only.
Description of Not
Descr
es
iption of Not
Notes may be either interest bearing at fixed or variable rates or non-interest
bearing, with principal repayable at a fixed amount or by reference to a for-
mula as may be agreed between the relevant Issuer and the relevant Dealer(s)
as specified in the applicable Final Terms.
8

Fixed Rat
Fix
e Not
ed Rat
es
e Not
Fixed Rate Notes bear a fixed interest income throughout the entire term of
the Notes. Fixed interest will be payable on such basis as may be agreed
between the relevant Issuer and the relevant Dealer(s), as specified in the
applicable Final Terms.
Floating Rate Not
Floating Rat
es
e Not
Floating Rate Notes will bear interest at a rate determined (and as adjusted for
any applicable margin):
on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant specified currency governed by an agreement
incorporating the 2000 ISDA Definitions (as published by the International
Swap and Derivatives Association, Inc., and as amended and updated as at
the date on which the first tranche of the Notes of the relevant Series is
issued),
on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service, or
on such other basis as indicated in the applicable Final Terms.
The margin (if any) relating to such floating rate will be indicated in the appli-
cable Final Terms for each Series of Floating Rate Notes.
Interest periods for Floating Rate Notes will be one, two, three, six or twelve
months or such other period(s) as may be agreed between the Issuer and the
relevant Dealer(s) (as specified in the applicable Final Terms).
Struct
Str
ur
uct
ed Floating
ur
A Floating Rate Note may include multipliers or other leverage factors, or caps
Rate Not
Rat
es
e Not
or floors, or any combination of those features or other similar related fea-
tures.
Inv
In erse/Rev
v
erse
erse/Rev
Inverse Floating Rate Notes (also called Reverse Floating Rate Notes) have an
Floating Rate Not
Floating Rat
es
e Not
interest rate which is determined as the difference between a fixed interest
rate and a floating rate reference rate such as the Euro Interbank Offered Rate
(EURIBOR) or the London Interbank Offered Rate (LIBOR).
Fixed t
Fix
o
ed t Floating
o
Fixed to Floating Rate Notes may bear interest at a rate that the Issuer may
Rate Not
Rat
es
e Not
elect to convert from a fixed rate to a floating rate, or from a floating rate to a
fixed rate.
Instalment Notes
Instalment Not
Instalment Notes are Notes, where payment of principal is made in instal-
ments. Instalment will be made as the relevant Issuer and the relevant Dealer(s)
may agree (as indicated in the applicable Final Terms).
Index Linked Not
Index Link
es
ed Not
Index Linked Notes may be issued as Index Linked Interest Notes or Index
Linked Redemption Notes or a combination of both.
Index Linked
Index Link
Payments of interest in respect of Index Linked Interest Notes will be made by
Inter
Int est Not
er
es
est Not
reference to a single index or other factors (including changes in the price of
securities and commodities or movements in exchange rates) and/or such for-
mula as may be specified by the relevant Issuer and the relevant Dealer (as
indicated in the applicable Final Terms).
Index Linked
Index Link
Payments of principal in respect of Index Linked Redemption Notes will be
Redemption Notes
Redemption Not
calculated by reference to a single index or other factors (including changes in
the price of securities and commodities or movements in exchange rates) and/
or such formula as may be specified by the relevant Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms). Each principal amount of
Notes equal to the lowest specified denomination specified in the applicable
Final Terms will be redeemed by payment of the redemption amount specified
in or as determined pursuant to provisions in the applicable Final Terms.
9

Other pro
Other pr visions in
o
Floating Rate Notes and Index Linked Interest Notes may also have a maxi-
relation t
r
o
elation t Floating
o
mum interest rate, a minimum interest rate or both.
Rate Not
Rat
es and
e Not
Index Linked
Index Link
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of
Inter
Int est Not
er
es
est Not
each Interest Period, as selected prior to issue by the relevant Issuer and the
relevant Dealer(s), will be payable on such Interest Payment Dates specified in,
or determined pursuant to, the applicable Final Terms and will be calculated as
specified in the applicable Final Terms.
Dual Curr
Dual Cur ency Not
r
es
ency Not
Dual Currency Notes are Notes, where payment of principal and payment of
interest can be made in different currencies. Payments (whether in respect of
principal or interest and whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies, and based on such rates of
exchange, as the relevant Issuer and the relevant Dealer(s) may agree, (as indi-
cated in the applicable Final Terms).
Zero Coupon Not
Zer
es
o Coupon Not
Zero Coupon Notes will be offered and sold either at a discount to their princi-
pal amount or on an accumulated basis, in each case without periodic pay-
ments of interest.
Other Notes
Other Not
Notes may be of any other type, such as Credit Linked Notes or Equity Linked
Notes or may have any other structure, all upon terms provided in the appli-
cable Final Terms.
Redemption
The applicable Final Terms will indicate either that the Notes cannot be
redeemed prior to their stated maturity (except for taxation reasons or upon
the occurrence of an Event of Default) or that such Notes will be redeemable at
the option of the relevant Issuer and/or the Holders upon giving notice within
the notice period (if any) specified in the applicable Final Terms to the Holders
or the relevant Issuer, as the case may be, on a date or dates specified prior to
such stated maturity and at a price or prices and on such terms as indicated in
the applicable Final Terms.
Any Notes issued by E.ON UK Finance having a maturity of less than one year
must (a) have a minimum redemption value of £ 100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or who it is reasonable
to expect will acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their businesses or (b) be issued in other circum-
stances which do not constitute a contravention of section 19 of the FSMA by
E.ON UK Finance.
Where Notes issued by E.ON AG or E.ON International Finance have a matu-
rity of less than one year and either (a) the issue proceeds are received by the
relevant Issuer in the United Kingdom or (b) the activity of issuing the Notes is
carried on from an establishment maintained by the relevant Issuer in the
United Kingdom, such Notes must: (i) have a minimum redemption value of
£ 100,000 (or its equivalent in other currencies) and be issued only to persons
whose ordinary activities involve them in acquiring, holding, managing or dis-
posing of investments (as principal or agent) for the purposes of their busi-
nesses or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their businesses; or
(ii) be issued in other circumstances which do not constitute a contravention
of section 19 of the FSMA by the relevant Issuer.
Taxation
T
Principal and interest shall be payable without withholding or deduction for or
on account of any present or future taxes, duties or governmental charges of
any nature whatsoever imposed, levied or collected by or on behalf of the
country where the relevant Issuer is domiciled and, in the case of payments
10