Obligation E.ON SE 0.875% ( XS2433244246 ) en EUR

E.ON SE

100 % ▲

Allemagne

XS2433244246 ( en EUR )

0.875% par an ( paiement annuel )

18/10/2034 - Obligation échue

Prospectus brochure de l'obligation E.ON SE XS2433244246 en EUR 0.875%, échue

1 000 EUR

800 000 000 EUR

E.ON SE est une société énergétique internationale basée en Allemagne, active dans la production, la distribution et la vente d'électricité et de gaz naturel.

L'Obligation émise par E.ON SE ( Allemagne ) , en EUR, avec le code ISIN XS2433244246, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/10/2034

Debt Issuance Programme Prospectus
24 March 2021
This document constitutes a 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 (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 Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy
of Luxembourg ("Luxembourg") 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 (the "Notes") 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
II"). 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 pursuant to
Article 25 of the Prospectus Regluation. By approving this 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

Potential investors should be aware that any website referred to in this document does not form part of this Prospectus, unless
expressly incorporated by reference into this Prospectus, and has not been scrutinised or approved by the CSSF.
This Prospectus, any supplement thereto and any document incorporated by reference wil be published in electronic form on the
website of the Luxembourg Stock Exchange (www.bourse.lu) as well as on the website of the Issuer
(https:/ www.eon.com/en/investor-relations/bonds/debt-inssuance-program.html). This Prospectus replaces the prospectus dated
27 March 2020 and is valid for a period of twelve months after approval. The validity ends upon expiration of 24 March 2022.
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" or the "Group") with its registered office in Essen, 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 the 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 (as defined herein) 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 wel 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, Singapore
and Switzerland see "Sel ing Restrictions". In particular, the Notes have not been and wil not be

3
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 America or to U.S. persons.
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces
or territories of Canada may provide a purchaser with remedies for rescission or damages if this
Prospectus (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by
the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities
issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National
Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this
offering.
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).
MIFID I product governance / target market 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, sel ing 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.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include
a legend entitled "UK MiFIR 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, sel ing or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") 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") or UK MiFIR 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
or the UK MiFIR Product Governance Rules.
PRI Ps REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "PROHIBITION OF SALES TO EEA 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"). 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 has been prepared and, therefore, offering or selling the Notes or otherwise

4
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs REGULATION / UK RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "PROHIBITION OF SALES TO 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 United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services and
Markets Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRI Ps
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK 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 )
NIBOR (Norwegian Interbank Offered Rate) which is provided by Norske Finansielle Referanser AS
(NoRe), or (i i) 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 NoRe appears whereas 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 SBA is 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.
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 and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe
for or purchase any Notes. Each recipient of this Prospectus or any Final Terms shal be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer.
Each potential investor in Notes must determine the suitability of that investment in light of its
own circumstances and be aware of the risk that an investment in the Notes may not be suitable
at al times until maturity bearing in mind the fol owing key aspects when assessing the
suitability of the Notes which may change over time and could lead to the risk of non-suitability.
Each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the
relevant Notes, the merits and risks of investing in the relevant Notes and the
information contained or incorporated by reference into this Prospectus or any
supplement hereto;

5
(i ) have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation and the investment(s) it is considering, an
investment in the Notes and the impact the Notes wil have on its overal investment
portfolio;
(iii) have sufficient financial resources and liquidity to bear al of the risks of an investment
in the relevant Notes, including where principal or interest is payable in one or more
currencies or where the currency for principal or interest payments is different from the
potential investor's currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the
behaviour of financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
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.
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.

6

ESG RATINGS
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related
management arrangements established to mitigate those risks has been or may be assessed by several
agencies, among others, through environmental, social and governance ratings ("ESG ratings").
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG
ratings may differ.

The Issuer's ESG ratings are not necessarily indicative of its current or future operating or financial
performance, or any future ability to service the Notes and are only current as of the dates on which
they were initial y issued. Prospective investors must determine for themselves the relevance of any
such ESG ratings information contained in this Prospectus or elsewhere in making an investment
decision. Furthermore, ESG ratings shal not be deemed to be a recommendation by the Issuer or any
other person to buy, sel or hold the Notes. Currently, the providers of such ESG ratings are not subject
to any regulatory or other similar oversight in respect of their determination and award of ESG ratings.
For more information regarding the assessment methodologies used to determine ESG ratings, please
refer to the relevant ratings agency's website (which website does not form a part of, nor is incorporated
by reference in, this Prospectus).

7
TABLE OF CONTENTS

PAGE

General Description of the Programme ........................................................................................................... 8
Risk Factors ................................................................................................................................................. 11

Risk Factors Regarding E.ON SE ....................................................................................................... 11

Risk Factors Regarding the Notes ...................................................................................................... 15
Consent to the Use of the Prospectus ........................................................................................................... 21
E.ON SE as Issuer ......................................................................................................................................... 22
Terms and Conditions of the Notes - English Language Version .................................................................. 42
Option I - Terms and Conditions that apply to Notes with Fixed Interest Rates ............................................ 42
Option II - Terms and Conditions that apply to Floating Rate Notes.............................................................. 59
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 ................................ 115
Option III - Anleihebedingungen für Schuldverschreibungen ohne periodische Verzinsung (Nullkupon) .... 138
Form of Final Terms..................................................................................................................................... 157
Use of Proceeds .......................................................................................................................................... 174
Taxation Warning ......................................................................................................................................... 175
Sel ing Restrictions ...................................................................................................................................... 176
General Information ..................................................................................................................................... 182

Interest of Natural and Legal Persons involved in the Issue/Offer .................................................... 182

Authorisation ..................................................................................................................................... 182

Listing and Admission to Trading of Notes on the Luxembourg Stock Exchange ............................. 182

Documents Available ........................................................................................................................ 182
Documents Incorporated By Reference ....................................................................................................... 183

Cross Reference List of Documents Incorporated by Reference ...................................................... 183

Availability of Documents .................................................................................................................. 184
Names and Addresses................................................................................................................................. 185

8
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 the Notes
to one or more of the dealers listed on the cover page and any additional dealer appointed under the
Programme from time to time by the Issuer which appointment may be for a specific issue or on an
ongoing basis (together, the "Dealers").
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
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.
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 "Programme
Amount"). The Issuer may increase the amount of the Programme in accordance with the terms of the
Dealer Agreement from time to time.
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" and/or "PROHIBITION OF SALES TO UK RETAIL INVESTORS".
Notes wil be issued in Tranches, each Tranche 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.
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 International Capital
Market Association ("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.
Notes wil be accepted for clearing through one or more clearing systems (the "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.

9
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 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 collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or al times during their life. Such recognition
will 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 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 shall 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:

10
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
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:
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In the case of Notes (i) offered to the public, in whole or in part, in Germany, or (i ) initial y
distributed, in whole or in part, to non-qualified investors in Germany, German wil be the
controlling language.
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In other cases the Issuer wil elect either German or English to be the controlling language.