Obligation EON SE 0% ( XS2103015009 ) en EUR

Société émettrice EON SE
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS2103015009 ( en EUR )
Coupon 0%
Echéance 18/12/2023 - Obligation échue



Prospectus brochure de l'obligation E.ON SE XS2103015009 en EUR 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée E.ON SE est une entreprise énergétique allemande majeure, spécialisée dans les réseaux de distribution d'électricité et de gaz ainsi que les solutions clients, principalement en Europe.

Le marché financier a récemment observé le dénouement d'une émission obligataire notable avec l'arrivée à échéance et le remboursement complet de l'obligation identifiée par le code ISIN XS2103015009, émise par la société allemande E.ON SE. L'émetteur de cet instrument de dette est E.ON SE, un acteur majeur et diversifié du secteur de l'énergie en Europe, dont le siège est situé en Allemagne ; fondée en 2000 suite à la fusion de VEBA et VIAG, E.ON s'est imposée comme l'une des plus grandes entreprises de services publics du continent, se concentrant principalement sur les réseaux énergétiques intelligents et les solutions clients innovantes, incluant l'électricité, le gaz et les services associés, ainsi que la production d'énergie renouvelable, sa présence étendue et son expertise technologique en faisant un pilier essentiel de l'approvisionnement énergétique européen, démontrant une solidité financière reconnue par les marchés. Cette obligation spécifique, libellée en euros (EUR) et structurée comme une émission de dette allemande, présentait des caractéristiques singulières pour les investisseurs : son trait le plus distinctif résidait dans son taux d'intérêt nominal de 0%, la classant ainsi dans la catégorie des obligations à coupon zéro (zero-coupon bond), pour lesquelles les investisseurs ne perçoivent pas de paiements d'intérêts périodiques, leur rendement potentiel étant réalisé par l'achat de l'obligation à un prix inférieur à sa valeur nominale, avec un remboursement à 100% à l'échéance. Ayant atteint sa date de maturité le 18 décembre 2023, la valeur nominale de cet instrument a été intégralement remboursée à son prix de marché, s'établissant à 100%, cette fréquence de paiement unique, correspondant au remboursement du principal à l'échéance en l'absence de coupons, confirmant l'exécution réussie de l'engagement de l'émetteur. Le dénouement de cette obligation de E.ON SE illustre la fiabilité de l'émetteur à honorer ses engagements financiers et offre une perspective sur les stratégies de financement des grandes entreprises énergétiques, qui utilisent divers instruments de dette, y compris les obligations zéro-coupon, pour optimiser leur structure de capital et répondre à leurs besoins de trésorerie à long terme.








Debt Issuance Programme Prospectus
27 March 2020
This document constitutes the base prospectus for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation") of E.ON SE in respect of non-equity
securities within the meaning of Art. 2(c) of the Prospectus Regulation ("Non-Equity Securities") (the "Prospectus").

E.ON SE
(Essen, Federal Republic of Germany)
as Issuer

35,000,000,000
Debt Issuance Programme
(the "Programme")

This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF") as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg Stock Exchange
and 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 "Regulated Market") or on the professional segment
of the Regulated Market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID I "). Notes issued
under the Programme may also not be listed at all.
The Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the Luxembourg
act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières
et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") to provide the competent authorities in the
Federal Republic of Germany ("Germany") and The Netherlands with a certificate of approval attesting that the Prospectus has
been drawn up in accordance with the Prospectus Regulation (each a "Notification"). The Issuer may request the CSSF to
provide competent authorities in additional Member States within the European Economic Area with a Notification. By approving
a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or
solvency of the issuer in accordance with the provisions of Article 6(4) of the Luxembourg Law.


Arranger
Deutsche Bank


Dealers
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
MUFG
NatWest Markets
UniCredit Bank


This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus replaces the prospectus dated 28 March 2019 and is valid for a period of twelve months after approval. The validity
ends upon expiration of 26 March 2021. There is no obligation to supplement the Prospectus in the event of significant
new factors, material mistakes or material inaccuracies when the Prospectus is no longer valid.


2
RESPONSIBILITY STATEMENT
E.ON SE ("E.ON", the "Company" and together with its consolidated group companies, the "E.ON
Group") with its registered office in Essen, Federal Republic of Germany (herein also referred to as the
"Issuer") is solely responsible for the information given in this Prospectus and for the information which
wil be contained in the relevant final terms (the "Final Terms").
The Issuer hereby declares that, to the best of its knowledge, the information contained in this
Prospectus for which it is responsible is in accordance with the facts and that this Prospectus makes 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. Ful information on the Issuer and any Tranche
of Notes (as defined herein) is only available on the basis of the combination of the Prospectus (including
any document incorporated by reference and any supplement) and the relevant Final Terms.
The Issuer has confirmed to the Dealers (as defined herein) 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 Issuer 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 Issuer 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 Issuer 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 Issuer has made all reasonable enquiries to ascertain all facts material
for the purposes aforesaid.
The Issuer 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 material 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 Prospectus and where approval by the CSSF of
any such document is required, upon such approval having been given.
No person has been authorised 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 information
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 authorised by the Issuer, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, 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 persons 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 approval 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 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 Issuer 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, any supplement hereto, 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, any supplement hereto, 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, Italy, Japan and
Singapore see "Selling Restrictions". In particular, the Notes have not been and wil not be registered


3
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 America or to U.S. persons.
Product classification requirements in Singapore: The Notes are prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO EEA
AND UK RETAIL INVESTORS", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (i ) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRI Ps Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the EEA or in the UK has been prepared and, therefore, offering or sel ing the Notes
or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.
The language of the Prospectus and any supplement thereto is English. The German versions of the
English language sets of Terms and Conditions are shown in the Prospectus for additional information.
As to form and content, and all rights and obligations of the Holders and the Issuer under the Notes to
be issued, German is the controlling legal y binding language if so specified in the relevant Final Terms.
Interest amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro
Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI), or (i )
LIBOR (London Interbank Offered Rate) which is provided by ICE Benchmark Administration Limited
(IBA), or (ii ) NIBOR (Norwegian Interbank Offered Rate) which is provided by Norske Finansiel e
Referanser AS (NoRe), or (iv) STIBOR (Stockholm Interbank Offered Rate) which is provided by the
Swedish Bankers' Association (SBA). As at the date of this Prospectus, each of EMMI and IBA appears
whereas each of NoRe and SBA does not appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority (ESMA) pursuant to
Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the BMR apply, such that NoRe and SBA are not
currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
Each Dealer and/or each further financial intermediary subsequently resel ing or final y placing
Notes issued under the Programme may be entitled to use the Prospectus, as further described
in "Consent to the Use of the Prospectus" below.
This Prospectus and any supplement hereto may only be used for the purpose for which it has
been published.


4
This Prospectus and any supplement hereto 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 authorised 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) (the "Stabilising Manager(s)") in the applicable Final
Terms (or persons acting on behalf of a Stabilising Manager) may over-allot 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, stabilisation may not necessarily occur. 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 cease at any time, but it must end no later than
the earlier 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. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
The information on any website included in the Prospectus, except for the website www.bourse.lu in the
context of the documents incorporated by reference, do not form part of the Prospectus and has not
been scrutinised or approved by the CSSF.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding E.ON Group's
business and management, its growth and profitability, and general economic and regulatory conditions
and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuer makes to the best of its present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including E.ON Group's financial
condition and results of operations, to differ material y from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. E.ON Group's
business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are
strongly advised to read the fol owing sections of this Prospectus: "Risk Factors", "E.ON SE as Issuer"
and such parts of the documents incorporated by reference into this Prospectus as set out under
"Documents incorporated by Reference" below. These sections include more detailed descriptions of
factors that might have an impact on E.ON Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by
law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.



5
TABLE OF CONTENTS

PAGE

General Description of the Programme ........................................................................................................... 6
Risk Factors ................................................................................................................................................... 9
Risk Factors Regarding E.ON SE ................................................................................................................... 9
Risk Factors Regarding the Notes ................................................................................................................. 13
Consent to the Use of the Prospectus ........................................................................................................... 19
E.ON SE as Issuer ........................................................................................................................................ 20
Terms and Conditions of the Notes - English Language Version .................................................................. 41
Option I - Terms and Conditions that apply to Notes with Fixed Interest Rates ............................................ 41
Option II - Terms and Conditions that apply to Floating Rate Notes ............................................................. 58
Option III - Terms and Conditions that apply to Notes without Periodic Interest Payments (Zero Coupon) .. 81
Terms and Conditions of the Notes - German Language Version ................................................................. 96
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ....................................... 97
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ................................ 116
Option III - Anleihebedingungen für Schuldverschreibungen ohne periodische Verzinsung (Nullkupon) ... 140
Form of Final Terms .................................................................................................................................... 158
Use of Proceeds .......................................................................................................................................... 176
Taxation Warning ........................................................................................................................................ 177
Sel ing Restrictions ...................................................................................................................................... 178
General Information ..................................................................................................................................... 183
Interest of Natural and Legal Persons involved in the Issue/Offer ......................................................... 183
Authorisation .......................................................................................................................................... 183
Listing and Admission to Trading of Notes on the Luxembourg Stock Exchange .................................. 183
Documents Available ............................................................................................................................. 183
Documents Incorporated By Reference ...................................................................................................... 184
Cross Reference List of Documents Incorporated by Reference ........................................................... 184
Availability of Documents ....................................................................................................................... 185
Names and Addresses ................................................................................................................................ 186




6
GENERAL DESCRIPTION OF THE PROGRAMME
I. General
Under this 35,000,000,000 Debt Issuance Programme, E.ON SE may from time to time issue notes,
(the "Notes") to one or more of the Dealers (as defined herein). The maximum aggregate principal
amount of the Notes from time to time outstanding under the Programme wil not exceed
35,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of the
Programme in accordance with the terms of the Dealer Agreement from time to time.
Notes wil be issued to one or more Dealers 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 a permanent
basis. Notes may be distributed by way of offers to the public or private placements and, in each case,
on a syndicated or non-syndicated basis. The method of distribution of each tranche of Notes (the
"Tranche") wil be stated in the applicable final terms. The Notes may be offered to qualified and non-
qualified investors, unless the applicable Final Terms include a legend entitled "PROHIBITION OF
SALES TO EEA RETAIL INVESTORS".
Notes wil be issued in Tranches, each Tranche consisting of Notes which are identical in al 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.
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the
Notes wil be, if in euro, 1,000, or, if in any currency other than euro, in an amount in such other currency
nearly equivalent to 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory
restrictions, and requirements of relevant central banks, Notes may be issued in euro or any other
currency. Notes wil be issued with a maturity of twelve months or more. The Notes wil be freely
transferable.
Notes may be issued at an issue price of par or at a discount to, or premium over, par, as stated in the
applicable Final Terms. The issue price for Notes to be issued wil be determined at the time of pricing
on the basis of a yield which wil be determined on the basis of the orders of the investors which are
received by the Dealers during the offer period. Orders wil specify a minimum yield and may only be
confirmed at or above such yield. The resulting yield will be used to determine an issue price, al to
correspond to the yield.
The yield for Notes with fixed interest rates wil be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included in this Prospectus are limited to risks which are (i) specific to E.ON SE as
Issuer as wel as the Notes, and (i ) are material for taking an informed investment decision. They are
presented in a limited number of categories depending on their nature. In each category the most
material risk factor is mentioned first.
Under this Prospectus a summary wil only be drawn up in relation to an issue of Notes with a
denomination of less than 100,000 (or its equivalent in other currencies). Such an issue-specific
summary wil be annexed to the applicable Final Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to
trade Notes on the Regulated Market "Bourse de Luxembourg". Notes may further be issued under the
Programme which wil not be listed on any stock exchange.
Banque de Luxembourg wil act as Luxembourg Listing Agent and Citibank Europe plc will act as fiscal
agent (the "Fiscal Agent") and as paying agent (the "Paying Agent") under the Programme.
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable
Final Terms. These systems wil comprise those operated by Clearstream Banking AG, Frankfurt am
Main, Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. Notes denominated in euro
or, as the case may be, such other currency recognised from time to time for the purposes of eligible
collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, are
intended to be held in a manner, which would allow Eurosystem eligibility. Therefore, these Notes wil
initial y be deposited upon issue with in the case of (i) a new global note either Clearstream Banking


7
S.A., Luxembourg or Euroclear Bank SA/NV as common safekeeper or, (i ) a classical global note
Clearstream Banking AG, Frankfurt am Main. It does not necessarily mean that the Notes wil be
recognised as eligible col ateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life. Such recognition wil depend upon
satisfaction of the Eurosystem eligibility criteria.
II. Issue Procedures
General
The Issuer and the relevant Dealer(s) wil agree on the terms and conditions applicable to each particular
Tranche of Notes (the "Conditions"). The Conditions wil be constituted by the relevant set of Terms
and Conditions of the Notes set forth below (the "Terms and Conditions") as further specified by the
Final Terms (the "Final Terms") as described below.

Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final
Terms provide for the Issuer to choose between the following Options:
- Option I ­ Terms and Conditions for Notes with fixed interest rates;
- Option II ­ Terms and Conditions for Notes with floating interest rates; and
- Option III ­ Terms and Conditions for Notes without interest payments (Zero Coupon).

Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the fol owing ways:
- The Final Terms shall be completed as set out therein. The Final Terms shall determine which of
Option I or Option II or Option III, including certain further options contained therein, respectively,
shall be applicable to the individual issue of Notes by replicating the relevant provisions and
completing the relevant placeholders of the relevant set of Terms and Conditions as set out in the
Prospectus in the Final Terms. The replicated and completed provisions of the set of Terms and
Conditions alone shal constitute the Conditions, which wil be attached to each global note
representing the Notes of the relevant Tranche. This type of documentation of the Conditions wil be
required where the Notes are publicly offered, in whole or in part, or are to be initially distributed, in
whole or in part, to non-qualified investors.
- Alternatively, the Final Terms shal determine which of Option I or Option II or Option III and of the
respective further options contained in each of Option I, Option II and Option III are applicable to the
individual issue by referring to the relevant provisions of the relevant set of Terms and Conditions as
set out in the Prospectus only. The Final Terms wil specify that the provisions of the Final Terms
and the relevant set of Terms and Conditions as set out in the Prospectus, taken together, shal
constitute the Conditions. Each global note representing a particular Tranche of Notes wil have the
Final Terms and the relevant set of Terms and Conditions as set out in the Prospectus attached.

Determination of Options / Completion of Placeholders
The Final Terms shall determine which of the Option I or Option II or Option III shal be applicable to the
individual issue of Notes. Each of the sets of Terms and Conditions of Option I or Option II or Option III
contains also certain further options (characterised by indicating the respective optional provision
through instructions and explanatory notes set out either on the left of or in square brackets within the
text of the relevant set of Terms and Conditions as set out in the Prospectus) as well as placeholders
(characterised by square brackets which include the relevant items) which wil be determined by the
Final Terms as follows:
Determination of Options
The Issuer wil determine which options wil be applicable to the individual issue either by replicating the
relevant provisions in the Final Terms or by reference of the Final Terms to the respective sections of
the relevant set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not refer to


8
an alternative or optional provision or such alternative or optional provision is not replicated therein it
shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms wil specify the information with which the placeholders in the relevant set of Terms
and Conditions wil be completed. In the case the provisions of the Final Terms and the relevant set of
Terms and Conditions, taken together, shal constitute the Conditions the relevant set of Terms and
Conditions shal be deemed to be completed by the information contained in the Final Terms as if such
information were inserted in the placeholders of such provisions.
Al instructions and explanatory notes and text set out in square brackets in the relevant set of Terms
and Conditions and any footnotes and explanatory text in the Final Terms wil be deemed to be deleted
from the Conditions.

Controlling Language
As to the controlling language of the respective Conditions, the fol owing applies:
-
In the case of Notes (i) offered to the public, in whole or in part, in the Federal Republic of
Germany, or (i ) initial y distributed, in whole or in part, to non-qualified investors in the Federal
Republic of Germany, German wil be the controlling language.
-
In other cases the Issuer wil elect either German or English to be the controlling language.



9
RISK FACTORS
Before deciding to purchase Notes issued under the Programme, investors should carefully
review and consider the following risk factors and the other information contained in this
Prospectus. Should one or more of the risks described below materialise, this may have a
material adverse effect on the business, prospects, shareholders' equity, assets, financial
position and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs of
E.ON and the E.ON Group. Moreover, if any of these risks occur, the market value of Notes issued
under the Programme and the likelihood that E.ON will be in a position to fulfil its payment
obligations under Notes issued under the Programme may decrease, in which case the holders
of Notes (the "Holders") issued under the Programme could lose all or part of their investments.
Factors which the Company believes may be material for the purpose of assessing the risks
associated with Notes issued under the Programme are also described below.
E.ON believes that the factors described below represent the principal risks inherent in investing
in Notes issued under the Programme, but E.ON may be unable to pay interest, principal or other
amounts on or in connection with Notes issued under the Programme for other unknown
reasons than those described below. Additional risks of which the Issuer is not presently aware
could also affect the business operations of the E.ON and the E.ON Group and have a material
adverse effect on their business activities, financial condition and results of operations.
Prospective investors should read the detailed information set out elsewhere in this Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to
making any investment decision.
The following risk factors are organised in categories depending on their respective nature. In
each category the most material risk factors, based on the probability of their occurrence and
the expected magnitude of their negative impact, are mentioned first.
Words and expressions defined in the Terms and Conditions shall have the same meanings in
this section.

RISK FACTORS REGARDING E.ON SE
There are a number of business or operational risk factors that can affect E.ON's operations by having
a significant negative impact on the revenues and results of E.ON as wel as on its financial position.
In the normal course of business, E.ON is subject to a number of risks that are inseparably linked to the
operation of its businesses.
The risk factors relating to E.ON and the E.ON Group are presented in categories depending on their
nature with the most material risk factor presented first in each category.
1. Legal and Regulatory Risks
PreussenElektra
PreussenElektra's business is substantially influenced by regulation. Regulation can result in risks for
its remaining operating and dismantling activities. One example is the Fukushima nuclear accident.
Policy measures taken in response to such events as the Fukushima nuclear accident could have a
direct impact on the further operation of a nuclear power plant ("NPP") or trigger liabilities and significant
payment obligations stemming from the solidarity obligation agreed on among German NPP operators.
Furthermore, new regulatory requirements, such as additional mandatory safety measures or delays in
dismantling, could lead to production outages and higher costs. In addition, there may be lawsuits that
fundamentally challenge the operation of NPPs. Regulation can also require an increase in provisions
for dismantling. The above events, circumstances and factors may adversely affect E.ON Group's
results of operations and prospects.
On 6 December 2016, Germany's Federal Constitutional Court in Karlsruhe ruled that the thirteenth
amended version of the Atomic Energy Act (the "Act") is fundamentally constitutional. The Act's only
unconstitutional elements are that certain NPP operators wil be unable to produce their power output
rights from 2002 and that it contains no mechanism for compensating operators for investments to
extend NPP operating lifetimes. Lawmakers established a compensation mechanism in the sixteenth


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amended version of the Act. In addition, NPPs need to acquire residual electricity allotment, in order to
operate until their closure dates prescribed by law. These rulings and legal developments and matters
may adversely affect E.ON Group's results of operations and prospects.
Energy Networks
The operation of energy networks is subject to a large degree of government regulation. New laws and
regulatory periods cause uncertainty for this business. In addition, matters related to Germany's
Renewable Energy Sources Act, such as issues regarding solar energy, can cause temporary
fluctuations in E.ON's cash flow and adjusted EBIT (earnings before interest and taxes) and thus may
adversely affect E.ON Group's results of operations and prospects. The rapid growth of renewables is
also creating new risks for the network business. For example, insolvencies among renewables
operators or feed-in tariffs unduly paid by grid operators lead to court or regulatory proceedings. The
above proceedings, events, circumstances and factors may adversely affect E.ON Group's results of
operations and prospects.
Customer Solutions
The E.ON Group's operations subject it to certain risks relating to legal proceedings, ongoing planning
processes, and regulatory changes. However, these risks also relate, in particular, to legal actions and
proceedings concerning contract and price adjustments to reflect market dislocations or (including as a
consequence of the energy transition) an altered business climate in the power and gas business,
alleged price-rigging and anticompetitive practices. Any such legal proceedings, processes and
regulatory changes as wel factors may adversely affect E.ON Group's results of operations and
prospects.
Other Legal and Regulatory Risks
New risks arise from energy-policy decisions at the European and national level. Foremost among them
are the European Commission's "Green Deal" presented at the end of 2019 and the German federal
government's decision to phase out conventional, hard-coal- and lignite-fired power generation. The
achievement of these objectives wil require legal and regulatory implementation measures that
themselves would pose new risks for certain E.ON Group business operations. Such energy-policies
decisions at the European and national level may adversely affect E.ON Group's results of operations
and prospects.
Risks from obligations arising from regulatory requirements following the Uniper split may exist. This
includes risks arising from possible litigation, fines, and claims, governance- and compliance-related
issues as well as risks related to contracts and permits. Changes to this environment can lead to
considerable uncertainty with regard to planning and, under certain circumstances, to impairment
charges. Above referenced litigation, fines, and claims as well as governance- and compliance-related
issues may adversely affect E.ON Group's results of operations and prospects.
The political, legal, and regulatory environment in which the E.ON Group does business is a source of
risks, such as the continued uncertainty that Brexit poses for the collaboration between certain E.ON
business units. This could confront E.ON with direct and indirect consequences that could lead to
possible financial disadvantages.
In the wake of the economic and financial crisis in many EU member states, interventionist policies and
regulations have been adopted in recent years, such as additional taxes and additional reporting
requirements (for example, EMIR (European Market Infrastructure Regulation), MAR (Market Abuse
Regulation), REMIT (Regulation on wholesale Energy Market Integrity and Transparency), MiFID II).
The responsible agencies monitor compliance with these regulations closely. This leads to attendant
compliance risks for E.ON's operations. The same applies to price moratoriums, regulated price
reductions, and changes to support schemes for renewables, which could pose risks to E.ON's
operations in the respective countries. Such compliance matters as well as price moratoriums, regulated
price reductions, and changes to support schemes for renewables may adversely affect E.ON Group's
results of operations and prospects.
innogy
The innogy Group's risk situation depends to a considerable degree on the economic and regulatory
environment. Its sales business, for example, faces the risk of additional interventionist regulations and,
like E.ON, a competitive environment that remains very intense. For the period of the medium-term plan,