DGAP-Adhoc

E.ON SE: Successful capital increase

DGAP-Ad-hoc: E.ON SE / Key word(s): Capital Increase E.ON SE: Successful capital increase 16-March-2017 / 22:55 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

E.ON SE will receive proceeds of approx. EUR 1.35 billion from its capital increase.

E.ON SE, Düsseldorf, (ISIN DE000ENAG999) has increased its share capital by partial utilisation of its authorized capital from EUR 2,001,000,000 by EUR 200,099,000 to EUR 2,201,099,000 by issuing 200,099,000 ordinary registered shares with no par value (the "New Shares"). The New Shares will carry full dividend rights starting from 1 January 2016.

The statutory pre-emptive rights of the existing shareholders of E.ON SE have been excluded. The New Shares were sold by means of an accelerated bookbuilding process.

E.ON SE will receive gross proceeds of approx. EUR 1.35 billion from its capital increase.

In view of the impact by the payment of the risk surcharge to Germany's state-run nuclear fund in mid-2017, the purpose of the capital increase is to strengthen the equity and liquidity basis of E.ON SE.

As part of the transaction, E.ON SE has agreed to a 6 months lock-up period with respect to any transaction related to its shares, subject to customary exceptions, including offering its shares to its shareholders in the context of a scrip dividend.

The New Shares will be admitted to trading on the regulated markets of the Berlin, Dusseldorf, Frankfurt, Hamburg, Hannover, Munich and Stuttgart stock exchanges with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without publication of a prospectus. Delivery and settlement is expected to occur on or about 22 March 2017.