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Invitation to the General Meeting of Shareholders
on May 3, 2012, 10 a.m.,
at the Grugahalle in 45131 Essen, Norbertstraße 2
E.ON Group Financial Highlights1
€ in millions 2011 2010 +/- %
Electricity sales2 (billion kWh) 1,144.8 1,030.4 +11
Gas sales2 (billion kWh) 1,718.1 1,342.4 +28
Sales 112,954 92,863 +22
EBITDA3 9,293 13,346 -30
3
EBIT 5,438 9,454 -42
Net loss/Net income -1,861 6,281 -130
Net loss/Net income attributable to shareholders of
E.ON AG -2,219 5,853 -138
Underlying net income3 2,501 4,882 -49
Investments 6,524 8,286 -21
Cash provided by operating activities of continuing
operations 6,610 10,614 -38
Economic net debt (at year-end) -36,385 -37,701 +1,3164
Debt factor5 3.9 2.8 +1.14
Equity 39,613 45,585 -13
Total assets 152,872 152,881 –
ROACE (in %) 8.4 14.4 -6.06
Pretax cost of capital (%) 8.3 8.3 –
After-tax cost of capital (%) 6.1 6.1 –
Value added 90 4,000 -98
Earnings per share7, 8 (€) -1.16 3.07 –
Equity per share7, 8 (€) 18.76 21.87 -14
Dividend per share9 (€) 1.00 1.50 -33
Dividend payout 1,905 2,858 -33
Market capitalization8 (€ in billions) 31.8 43.7 -27
1
Adjusted for discontinued operations.
2
Includes trading sales volume.
3
Adjusted for extraordinary effects.
4
Change in absolute terms.
5
Ratio of economic net debt and EBITDA.
6
Change in percentage points.
7
Attributable to shareholders of E.ON AG.
8
Based on shares outstanding.
9
For the respective financial year; the 2011 figure is management’s proposed dividend.
Invitation 1
Invitation to the General Meeting of Shareholders
We hereby invite the shareholders of our Company to the annual General Meeting to be
held on May 3, 2012, 10 a.m., at the Grugahalle in 45131 Essen, Norbertstraße 2.
Agenda for the General Meeting of Shareholders
1. Presentation of the adopted Annual Financial Statements and the approved Consoli-
dated Financial Statements for the 2011 financial year, along with the Management
Report Summary for E.ON AG and the E.ON Group and the Report of the Supervisory
Board as well as the Explanatory Report of the Board of Management regarding the
statements pursuant to Sections 289 para. 4, 315 para. 4 and Section 289 para. 5 Ger-
man Commercial Code (Handelsgesetzbuch – HGB)
On March 13, 2012, the Supervisory Board has approved the annual financial state-
ments and consolidated financial statements prepared by the Board of Management.
Thus, the annual financial statements are adopted. The documents specified under this
Item of the Agenda are to be presented to the General Meeting of Shareholders with-
out the adoption of a resolution being required.
2. Appropriation of balance sheet profits from the 2011 financial year
Supervisory Board and the Board of Management propose that the balance sheet prof-
its generated in the 2011 financial year in the amount of €1,905,470,135.00 be used for
the distribution of a dividend in the amount of €1.00 per no-par value share entitled to
dividend payment, equaling a total amount of €1,905,470,135.00.
3. Discharge of the Board of Management for the 2011 financial year
Supervisory Board and Board of Management propose that discharge be granted.
4. Discharge of the Supervisory Board for the 2011 financial year
Supervisory Board and Board of Management propose that discharge be granted.
2 Invitation
5. Election of the auditor for the 2012 financial year as well as for the inspection of
financial statements
On the basis of the recommendation of its Audit and Risk Committee, the Supervisory
Board proposes that the following be resolved:
a) PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Düsseldorf, is appointed as the auditor for the annual as well as the consolidated
financial statements for the 2012 financial year.
b) In addition, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsge-
sellschaft, Düsseldorf, is appointed as the auditor for the inspection of the abbrevi-
ated financial statements and the interim management report for the first half of
the 2012 financial year.
6. Conversion of E.ON AG into a European company (Societas Europaea – SE)
Supervisory Board and the Board of Management propose that the following resolution
be adopted, although according to Section 124 para. 3 sentence 1 AktG (Aktiengesetz—
German Stock Corporation Act) only the Supervisory Board submits the proposal for
the appointment of the auditor for the first financial year of future E.ON SE (Section 8
of the Conversion Plan) as well as the proposal—upon recommendation of its Nomina-
tion Committee—for the appointment of the members of the first Supervisory Board
of future E.ON SE (cf. Section 8 para. 3 of the Articles of Association of future E.ON SE,
which are attached to the Conversion Plan proposed for resolution as Annex):
Consent is granted to the Conversion Plan dated March 6, 2012, (Roll of Deeds no.
562/2012 of notary public Dr. Norbert Zimmermann in Düsseldorf) concerning the
conversion of E.ON AG into a European company (Societas Europaea, SE); the
Articles of Association of E.ON SE which are attached to the Conversion Plan as
Annex are approved.
The Conversion Plan and the Articles of Association of E.ON SE read as follows:
Invitation 3
Conversion plan for the conversion with a change of the legal form of
E.ON AG, Düsseldorf, into the legal form of a Societas Europaea (SE)
Preamble
E.ON AG (“E.ON AG” or “Company”) is a stock corporation (Aktiengesellschaft) under German
law with its registered office in Düsseldorf. It is registered in the commercial register of the
Local Court of Düsseldorf under HRB 22315. The business address of E.ON AG is E.ON-Platz 1,
40479 Düsseldorf, Germany. E.ON AG is the parent company of E.ON Group (“E.ON Group”)
and holds, directly or indirectly, the shares in the companies belonging to E.ON Group.
As of today, the registered share capital of E.ON AG amounts to €2,001,000,000 and is
divided into 2,001,000,000 no-par value shares without nominal amount. The proportionate
amount per share of the registered share capital of E.ON AG is €1.00 per share. Pursuant to
Section 3 para. 1 of the articles of association of E.ON AG, the shares are registered shares.
It is intended to convert E.ON AG into a European company (Societas Europaea, SE) with
the company name “E.ON SE” pursuant to Art. 2 para. 4 in connection with Art. 37 of Council
Regulation (EC) No. 2157/2001 of October 8, 2001, on the Statute for a European company
(SE) (“SE Regulation”). In addition, the Law for the Implementation of Council Regulation
(EC) No. 2157/2001 of October 8, 2001, on the Statute for a European company (SE) of
December 22, 2004 (SE Implementation Act—SE-Ausführungsgesetz, “SEAG”), as amended
on July 30, 2009, applies. The legal form of an SE is a supranational legal form for public lim-
ited-liability companies based on European law.
E.ON Group is an international group with a clear European focus. The conversion of E.ON
AG into the legal form of a European company (Societas Europaea, SE) which is proposed
to the general meeting of shareholders reflects the increasing internationality of E.ON
Group.
4 Invitation
In addition, the proposed conversion into an SE will strengthen the Company’s Corporate
Governance and, by virtue of the intended restriction of the number of members of the
Supervisory Board to twelve—while maintaining its composition of shareholder represen-
tatives and employee representatives on a parity basis—, will result in an improved perfor-
mance and effectiveness of the work of the Supervisory Board. However, subject to an
agreement to this effect in the course of the involvement of employees, the employee rep-
resentatives will not be exclusively appointed by the employee representatives of E.ON
Group in Germany and the German labor unions, but with the involvement of the employee
representatives and labor unions from other member states of the European Union (“EU”)
or, respectively, a signatory state to the European Economic Area (“EEA”). In this respect, the
internationalization of E.ON Group will be reflected in the Supervisory Board as a whole.
The registered office and the head office of the company will continue to be situated in
Germany.
The Board of Management of E.ON AG therefore prepares the following conversion plan:
Section 1
Conversion of E.ON AG into E.ON SE
E.ON AG is being converted into a European company (Societas Europaea, SE) pursuant to
Art. 2 para. 4 in connection with Art. 37 SE Regulation.
E.ON AG has numerous subsidiaries which are subject to the laws of other member states,
including, inter alia, E.ON International Finance B.V., with its registered office in Rotterdam
and its head office in Venlo, the Netherlands, formed on November 14, 1983, registered in
the commercial register of Rotterdam under the registration number 33174429. Thus, for
more than two years, there has been one subsidiary of E.ON AG that is governed by the
laws of another member state. The requirement for the conversion of E.ON AG into E.ON SE
pursuant to Art. 2 para. 4 SE Regulation is thereby fulfilled.
The conversion of E.ON AG into an SE with a change of the legal form does neither lead to
a liquidation of E.ON AG nor to the formation of a new legal entity. There will be no transfer
of assets because of the preservation of the identity of the legal entity. E.ON AG continues
to exist in the legal form of an SE. The participations held in the company by the sharehold-
ers continue to exist unchanged.
Invitation 5
Section 2
Effectiveness of the conversion
The conversion becomes effective upon its registration in the commercial register (“Effec-
tive Time of Conversion”).
Section 3
Company name, registered office, registered share capital and articles of association of
E.ON SE
3.1 The company name of the SE is “E.ON SE.”
3.2 The registered office of E.ON SE is Düsseldorf, Germany. This is also the place of its
head office.
3.3 E.ON SE shall have the articles of association enclosed as an Annex. The articles of
association of E.ON SE form part of this conversion plan.
3.4 The entire registered share capital of E.ON AG in the amount existing at the Effective
Time of Conversion (current amount: €2,001,000,000) and as divided into no-par value
registered shares without nominal amount (current number of shares: 2,001,000,000)
becomes the registered share capital of E.ON SE. The persons and companies who are
shareholders of E.ON AG at the Effective Time of Conversion become shareholders of
E.ON SE. They will hold an interest in the registered share capital of E.ON SE in the
same extent and with the same number of no-par value shares as they did in respect
of the registered share capital of E.ON AG immediately prior to the conversion becom-
ing effective. The arithmetic portion of each no-par value share in the registered share
capital (currently €1.00) is maintained in the same way it exists immediately prior to
the conversion becoming effective.
3.5 At the Effective Time of Conversion,
(i) the amount of the registered share capital with its division into no-par value
shares pursuant to Section 3 para. 1 of the articles of association of E.ON SE corre-
sponds to the amount of the registered share capital with its division into no-par
value shares pursuant to Section 3 para. 1 of the articles of association of E.ON AG,
(ii) the conditional capital pursuant to Section 3 para. 4 of the articles of association
of E.ON SE corresponds to the conditional capital pursuant to Section 3 of the arti-
cles of association of E.ON AG, and
6 Invitation
(iii) the authorized capital pursuant to Section 3 para. 5 of the articles of association
of E.ON SE corresponds to the authorized capital still available pursuant to Sec-
tion 3 of the articles of association of E.ON AG. The authorized capital provided for
in Section 3 para. 2 of the articles of association of E.ON AG in the version prior to
the possible adoption of resolutions in the course of the general meeting of share-
holders on May 3, 2012, has become obsolete due to the expiry of the authorization.
Therefore, it is not included in the articles of association of E.ON SE.
The Supervisory Board of E.ON SE is authorized and at the same time instructed to make
any amendments to the enclosed articles of association of E.ON SE which result from the
foregoing before the registration of the conversion in the commercial register of E.ON AG.
3.6 Shareholders who object to the conversion are not being offered a cash compensation,
since this is not provided for by statutory law.
Section 4
Board of Management
Notwithstanding the statutory competences of the Supervisory Board of E.ON SE, it is to be
assumed that the current acting members of the Board of Management of E.ON AG will be
appointed as members of the Board of Management of E.ON SE. The acting members of
the Board of Management of E.ON AG are Dr. Johannes Teyssen (Chairman), Jørgen Kildahl,
Prof. Dr. Klaus-Dieter Maubach, Dr. Bernhard Reutersberg, Dr. Marcus Schenck and Regine
Stachelhaus.
Section 5
Supervisory Board
5.1 Pursuant to Section 8 para. 1 of the articles of association of E.ON SE, E.ON SE is to
have a Supervisory Board which, in deviation from the current situation at E.ON AG,
comprises twelve instead of twenty members. Of the twelve members, six members
are to be elected upon proposals of the employees. The proposals of the employees
are binding for the general meeting of shareholders. If an agreement regarding the
participation of the employees concluded in accordance with the German Act on the
Participation of Employees in a European company (SE Employee Participation Act—
“SEBG”) stipulates a different appointment procedure for the employee representa-
tives on the Supervisory Board, the latter are not appointed by the general meeting,
but in accordance with the agreed appointment procedure.
Invitation 7
5.2 The terms of office of the members of the Supervisory Board of E.ON AG terminate
upon the effectiveness of the conversion by virtue of the registration of E.ON SE in the
commercial register.
Of the shareholder representatives on the Supervisory Board of E.ON AG, the following
members are to be appointed as members of the Supervisory Board of E.ON SE pursu-
ant to Section 8 para. 6 of the articles of association of E.ON SE:
• Baroness Denise Kingsmill CBE
Lawyer, Member of House of Lords, London, Great Britain
• Prof. Dr. Ulrich Lehner
Member of Partner Committee of Henkel AG & Co. KGaA, Düsseldorf
• René Obermann
Chairman of the Board of Management of Deutsche Telekom AG, Bonn
• Dr. Karen de Segundo
Attorney, Surrey, Great Britain
• Dr. Theo Siegert
Managing Partner of de Haen-Carstanjen & Söhne, Düsseldorf
• Werner Wenning
Chairman of the Supervisory Board of E.ON AG, Leverkusen
As substitute members of the shareholder representatives are appointed:
• Bård Mikkelsen
Businessman, former President and Chairman of the Board of Management of
Statkraft AS, Hosle, Norway
• Dr. Georg Freiherr von Waldenfels
Lawyer, München
They are to become members of the Supervisory Board in the order stated above in the
event that a shareholder representative on the first Supervisory Board ceases to be a Super-
visory Board member prior to the expiry of his/her tenure of office and the General Meeting
of shareholders does not appoint a successor prior to such cessation of membership. The
employee representatives on the Supervisory Board of E.ON SE are to be appointed taking
into account the results of the employee involvement procedure (see Section 6 below).
8 Invitation
Section 6
Information on the procedure for arrangements for employee involvement
6.1 In order to safeguard the rights to participate in entrepreneurial decisions acquired by
the employees of E.ON AG, in the course of the conversion into an SE, a procedure for
the involvement of the employees at E.ON SE is to be conducted. The objective is the
conclusion of an agreement regarding the involvement of employees in the SE, i.e., in
particular, regarding the participation of the employees in the Supervisory Board of
E.ON SE and the procedure for the information and consultation of employees either
by establishment of an SE Works Council or in another way to be agreed upon with the
Board of Management of E.ON AG.
The procedure for the involvement of employees is characterized by the principle of
protecting the acquired rights of the employees of E.ON AG. The extent of the involve-
ment of the employees in the SE is determined by Section 2 para. 8 of the SEBG which,
essentially, follows Art. 2 lit. h) of Council Directive 2001/86/EC of October 8, 2001, sup-
plementing the Statute for a European company with regard to the involvement of
employees. Involvement of employees is the collective term for any mechanism—
including, in particular, information, consultation and participation—through which
employees’ representatives may exercise an influence on decisions to be taken within
the company.
6.2 As parent company of E.ON Group, E.ON AG has a Supervisory Board with twenty mem-
bers which is composed on a parity basis in accordance with the German Codetermina-
tion Act 1976 (Mitbestimmungsgesetz—“MitbestG 1976”). With regard to the ten
employee representatives on the Supervisory Board of E.ON AG, presently only the
employees of the group companies employed in Germany have the active and passive
voting right in accordance with the MitbestG 1976. The provisions of the MitbestG 1976
regarding the representation of employees on the Supervisory Board of E.ON AG are
being replaced, upon conversion into an SE, by the provisions of the SEBG (with regard
to the other consequences of the change of the legal form for the employees and their
representative bodies, see below Section 7). Upon the effectiveness of the conversion
of E.ON AG into an SE, the terms of office of the employee representatives as well as
the terms of office of the shareholder representatives on the Supervisory Board of
E.ON AG terminate (see above § 5). The shareholder representatives on the first Super-
visory Board of E.ON SE are already appointed in the articles of association of E.ON SE.
The employee representatives on the first Supervisory Board of E.ON SE will be
appointed after the completion of the procedure for the involvement of employees.
In addition to the Supervisory Board of E.ON AG, there are additional bodies at the
level of its group companies in which the employees have participation rights.
Invitation 9
In the companies of E.ON Group in the EU and the EEA, there are bodies representing
employees in accordance with legal requirements under applicable national laws. At
E.ON AG, a works council has been established. For E.ON Group, a Group Works Council
has been established at E.ON AG. Currently, the Group Works Council comprises 31 rep-
resentatives of the German companies within E.ON Group.
At the European level, the E.ON European Works Council has been established on the
basis of a group works agreement as an information and consultation body of employ-
ees of E.ON employed in Europe.
6.3 The initiation of the procedure for the involvement of the employees is conducted in
accordance with the provisions of the SEBG. The latter requires that the management
body of the participating company, i.e. the Board of Management of E.ON AG, notifies
the employees or their representative bodies involved about the conversion project
and requests them to establish a Special Negotiating Body. The procedure is to be initi-
ated unrequested and without undue delay after the Board of Management of E.ON
AG has published the conversion plan prepared by it. The publication is made by virtue
of the filing of the conversion plan attested by a notary public with the competent
commercial register in Düsseldorf. The notification of the employees or their represen-
tative bodies, respectively, includes, in particular, (i) the names and structure of E.ON
AG, the concerned subsidiaries and concerned establishments, and their distribution
among the member states; (ii) the bodies representing employees existing within
these companies and establishments; (iii) the number of persons employed in these
companies and establishments, and the total number of persons employed in a given
member state determined on the basis thereof, and (iv) the number of employees
enjoying participation rights in the corporate bodies of these companies.
6.4 It is provided by statutory law that within a period of ten weeks after the notification
of the employees or, respectively, their representative bodies described in Section 6.3
the employees or their representative bodies, respectively, elect or appoint the mem-
bers of the Special Negotiating Body, which is composed of employee representatives
from all member states of the EU and from all signatory states of the EEA involved.
It is the task of this Special Negotiating Body to negotiate with the management of
the company the procedural details of the involvement procedure and the determina-
tion of the participation right of the employees within the SE.
10 Invitation
The establishment and composition of the Special Negotiating Body are, in principle,
subject to German law (Sections 4 to 7 SEBG). The allocation of the seats in the Special
Negotiating Body to the individual member states of the EU and the signatory states
to the EEA in which E.ON Group has employees is governed, in respect of the forma-
tion of an SE with its registered office in Germany, by Section 5 para. 1 SEBG. The allo-
cation of the seats follows the following basic principles:
Each member state of the EU and signatory state to the EEA in which E.ON Group has
employees is allocated at least one seat. The number of seats allocated to a member
state of the EU or a signatory state to the EEA is increased by 1 in each case where the
number of employees employed in this member state of the EU or signatory state to
the EEA exceeds the thresholds of 10 percent, 20 percent, 30 percent etc. of all
employees of E.ON Group within the EU or of the EEA, respectively. The relevant point
in time for the determination of the allocation of seats is, in principle, the time of the
notification of the employees or their respective representative bodies (cf. Section 4
para. 4 SEBG).
Invitation 11
On the basis of the employee figures of E.ON Group in the individual member states of
the EU and the signatory states to the EEA as of December 31, 2011, the following allo-
cation of seats applies:
Numbers Representatives
Country of employees % (rounded) in the SNB
Belgium 191 0.24 1
Bulgaria 2,039 2.52 1
Denmark 78 0.10 1
Germany 41,898 51.79 6
Finland 84 0.10 1
France 1,009 1.26 1
Great Britain 12,216 15.10 2
Italy 1,200 1.48 1
Luxembourg 54 0.07 1
Netherlands 916 1.13 1
Norway 50 0.06 1
Austria 11 0.01 1
Poland 868 1.07 1
Portugal 13 0.02 1
Romania 6,613 8.17 1
Sweden 3,560 4.40 1
Slovakia 115 0.14 1
Spain 1,271 1.57 1
Czech Republic 3,187 3.94 1
Hungary 5,534 6.84 1
Total 20 countries 80,907 100 26
12 Invitation
With regard to the election or appointment, respectively, of the members of the Spe-
cial Negotiating Body from the individual EU member states and EEA signatory states
the relevant national provisions of law apply. Thus, a variety of procedures are being
applied, such as the election by direct vote, appointment by labor unions or, as is the
case under German law, the election by an election body (cf. Section 8 SEBG); in the
case of the employees in Germany, the election body is composed of all members of
the Group Works Council. The election or, respectively, appointment of the members as
well as the establishment of the Special Negotiating Body is, in principle, the responsi-
bility of the employees and their representative bodies involved and of the relevant
unions, respectively.
6.5 At the earliest after the determination of all members of the Special Negotiating Body,
but no later than ten weeks after the notification pursuant to Section 4 para. 2 and
para. 3 SEBG (cf. Sections 12 para. 1, 11 para. 1 SEBG), the Board of Management of
E.ON AG has to issue, without undue delay, the invitations for the constituent meeting
of the Special Negotiating Body. On the day of the constituent meeting, the procedure
for the establishing of the Special Negotiating Body ends and the negotiations begin
for which a duration of up to six months is provided for under statutory law. This
period may be extended to a period of up to one year by mutual consent of the parties
to the negotiation.
The negotiation procedure takes place also if the period for the election or appoint-
ment of individual or all members of the Special Negotiating Body is exceeded for rea-
sons within the responsibility of the employees (Section 11 para. 2 sentence 1 SEBG).
Members who are being elected or appointed during the course of the negotiations
may, at any time, participate in the negotiation procedure (Section 11 para. 2 sentence 2
SEBG). However, a member joining the ongoing negotiations has to accept the current
status of the negotiations at that time. There is no claim for an extension of the six-
months negotiation period (Section 20 SEBG).
The objective of the negotiations is the conclusion of an agreement regarding the
involvement of employees in E.ON SE. The subject matter of the negotiations is the
participation of the employees in the Supervisory Board of E.ON SE and the determina-
tion of the procedure for the information and consultation of employees either by
establishment of an SE Works Council or in another way.
Invitation 13
6.6 As required by Art. 40 para. 3 SE Regulation, Section 17 para. 1 SEAG, the articles of
association have to stipulate the number of members of the Supervisory Board or the
rules for the determination of such number. Section 8 para. 1 of the articles of associa-
tion of E.ON SE stipulates that the future Supervisory Board shall comprise twelve
members. In this regard, it is mandatory that the principle of composition on a parity
basis be maintained (cf. Sections 15 para. 5, 16 para. 3 SEBG). Accordingly, the articles of
association of E.ON SE provide that six of the members of the Supervisory Board are to
be appointed upon the proposal of the employees.
No resolution may be adopted which results in a reduction of employee participation
rights (cf. Section 15 para. 5 SEBG). Equally, no resolution may be adopted to the effect
that no negotiations should be entered into or that negotiations already entered into
should be broken off (cf. Section 16 para. 3 SEBG). In the event that such agreement
regarding employee involvement is not concluded, employee participation is governed
by the subsidiary regulation by operation of law which is explained in Section 6.9 below.
6.7 Furthermore, in the agreement between the Board of Management and the Special
Negotiating Body a procedure is to be stipulated for the purpose of the information
and consultation of the employees in the SE. This may be achieved by establishing an
SE Works Council or by another procedure stipulated by the parties to the negotiations
which facilitates the information and consultation of the employees of E.ON SE. In the
case of the establishment of an SE Works Council, the following has to be stipulated:
the scope of application, the number of its members and the allocation of seats, the
functions and the procedure for its information and consultation, the frequency of
meetings, the financial and material resources to be made available, the date of entry
into force and the duration of the agreement as well as the circumstances in which
the agreement is to be renegotiated and the procedure to be used in this regard.
Instead of establishing an SE Works Council, another procedure may also be stipulated
which facilitates the information and consultation of the employees.
Further, it is to be stipulated in the agreement that negotiations concerning the involve-
ment of employees in the SE shall also be opened prior to structural changes to the SE.
6.8 The conclusion of an agreement between the management of the company and the
Special Negotiating Body regarding the involvement of employees requires a resolu-
tion adopted by the Special Negotiating Body. The resolution is to be adopted by a
majority of the appointed members, provided that this majority also represents a
majority of the represented employees. No resolution may be adopted which results in
a reduction of employee participation rights (cf. Section 15 para. 5 SEBG). It is also not
permissible to refrain from entering into or to abandon negotiations (cf. Section 16
para. 3 SEBG).
14 Invitation
Art. 12 para. 4 SE Regulation stipulates that the articles of association of the SE may
not, at any time, contradict a negotiated agreement. Therefore, if necessary, the articles
of association have to be amended by resolution of the general meeting of E.ON AG in
case that a deviating stipulation regarding the participation of the employees is laid
down in an agreement on the involvement of employees in future E.ON SE. The conver-
sion of E.ON AG into an SE would only become effective after the registration of the
alteration of the articles of association in the commercial register of the company.
6.9 If no agreement regarding the involvement of employees is being reached within the
negotiation period, a subsidiary regulation by operation of law applies; the latter may
also be agreed upon from the outset as the content of the agreement.
In the event that the subsidiary regulation by operation of law applies, it is mandatory
that with regard to employee participation the principle of participation on a parity
basis, which is already applied at E.ON AG, is continued also in respect of the Supervi-
sory Board of E.ON SE, with the consequence that half of the members of the Supervi-
sory Board of E.ON SE would be employee representatives. However, in contrast to the
current situation regarding the employee representatives on the Supervisory Board of
E.ON AG, these representatives would no longer be exclusively appointed by the
employees in Germany, but by all employees in the member states of the EU and the
signatory states to the EEA to which seats on the Supervisory Board have been allo-
cated pursuant to Section 36 para. 1 SEBG. The employees would have to appoint, in
accordance with the respective provisions applicable in these countries, their
employee representatives who are to be elected by the general meeting of E.ON SE. If
no appointment were made, the SE Works Council would have to make it.
On the basis of the current number of employees and their distribution by countries, in
accordance with Section 36 para. 1 SEBG on the Supervisory Board composed of twelve
members on a parity basis there would be four seats for the employees from Germany,
one seat for employees from the United Kingdom and one seat—subject to the adop-
tion of a resolution by the SE Works Council—for the employees of E.ON Group wor-
king in Romania. The necessity for the adoption of a resolution by the SE Works Council
concerning the allocation of a seat to Romania follows from Section 36 para. 1 sen-
tence 3 SEBG, according to which in the event that in the course of the proportionate
allocation the employees of one or more member states are not allocated a seat the
last seat to be allocated is to be allocated to one of the so far non-represented mem-
ber states. It follows from the rationale of Section 5 para. 3 SEBG that the seat to be
allocated is to be allocated to that member state which has the largest number of
employees among the non-represented member states.
Invitation 15
With regard to the protection of the right to information and consultation of the
employees of E.ON SE, the subsidiary regulation by operation of law would have the
consequence that an SE Works Council would have to be established, the function of
which would be to safeguard the right to information and consultation of the employ-
ees in the SE. The council would be responsible for matters which affect the SE itself,
one of its subsidiaries or one of its establishments in another member state or which
go beyond the powers of the competent bodies at the level of the individual member
states. The SE Works Council would have to be notified and consulted annually with
regard to the development of the business situation and the future prospects of the
SE. It would have to be notified and consulted with regard to extraordinary circum-
stances. The composition of the SE Works Council as well as the election of its mem-
bers would be determined, in principle, in accordance with the provisions applicable to
the composition and appointment of the members of the Special Negotiating Body.
6.10 In case the subsidiary regulation by operation of law applies, it is to be reviewed every
two years during the existence of the SE by the management of the SE whether
changes within the SE, its subsidiaries or its establishments require an alteration of
the composition of the SE Works Council. Besides, in case the subsidiary regulation by
operation of law applies, four years after its establishment the SE Works Council has to
resolve with the majority of its members whether negotiations shall be reopened with
regard to an agreement for the involvement of employees within the SE or whether
the existing regulations are to remain in place. If a resolution is adopted to enter into
negotiations for an agreement regarding the involvement of employees, for the pur-
pose of these negotiations the SE Works Council replaces the Special Negotiating
Body.
6.11 The necessary costs arising from the establishment and operation of the Special Nego-
tiating Body will be borne by E.ON AG and, after the conversion, by E.ON SE. The obliga-
tion to bear the costs includes the material and personal expenses incurred in connec-
tion with the activities of the Special Negotiating Body, including the negotiations. In
particular, premises, material resources (e.g. telephone, telefax, required literature),
interpreters and clerical staff required for meetings are to be provided and the travel
and subsistence expenses of the members of the Special Negotiating Body are to be
met.
16 Invitation
Section 7
Other consequences of the conversion for the employees and their representative bodies
7.1 The employment contracts of the employees of E.ON AG as well as the employment
contracts of the employees of E.ON Group with the respective group companies are
not affected by the conversion. Equally, with the exception of the procedure for the
involvement of employees described in Section 6, the conversion of E.ON AG into an SE
does not have any consequences for the employees of E.ON Group with regard to the
participation rights of the employees of E.ON AG and of the companies of E.ON Group.
Upon the effectiveness of the conversion of E.ON AG into an SE, the E.ON European
Works Council will become obsolete and will be replaced by the SE Works Council or,
respectively, any stipulations made in the Employee Involvement Agreement with
regard to the details of the conduction of the procedure or the procedures for the
information and consultation.
7.2 Further, there are no other measures intended or planned as a consequence of the
conversion which would affect the situation of the employees.
Section 8
Auditor
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, is
appointed as auditor for the first financial year of E.ON SE.
Section 9
No Additional Rights or Special Right
9.1 Persons within the meaning of Section 194 para. 1 no. 5 of the German Transformation
Act (UmwG) and/or Art. 20 para. 1 sentence 2 lit. f) SE Regulation are not granted any
rights in addition to the shares described in Section 3.4 and no special measures are
provided for for these persons.
9.2 Persons within the meaning of Art. 20 para. 1 sentence 2 lit. g) SE Regulation will not
be granted any special benefits in the course of the conversion.
Düsseldorf, this March 6, 2012
E.ON AG
The Board of Management
Annex: Articles of association of E.ON SE
Invitation 17
Articles of Association of E.ON SE
General Provisions
§1
(1) The Company is a European company with the company name E.ON SE. Its registered
office is situated in Düsseldorf.
(2) The financial year is the calendar year.
Corporate Purpose of the Company
§2
(1) The corporate purpose of the Company is the provision of energy supply (primarily
electricity and gas) and water supply as well as the provision of disposal services. The
Company’s activities may encompass the generation and/or production, transmission
and/or transport, the acquisition, distribution and trading. Facilities of all kinds may be
built, acquired and operated, and services and cooperations of all kinds may be
performed.
(2) The Company may conduct its business activities in the industries specified in para. 1,
or in related industries, itself or through subsidiaries and/or companies in which it
holds an interest. It is entitled to take all actions and measures that are connected
with its corporate purpose or which are suitable to directly or indirectly serve such
purpose.
(3) The Company may also establish, acquire or hold an interest in other enterprises, in
particular in such enterprises whose corporate purpose extends, in whole or in part, to
the business areas specified in para. 1. In addition, it is entitled to acquire interests in
enterprises of any kind with the primary purpose of a financial investment. The Com-
pany may change the structure of the enterprises in which it holds an interest, may
unite them under a unified management or confine itself to managing them and may
dispose of the interests it holds.
18 Invitation
Registered Share Capital and Shares
§3
(1) The registered share capital amounts to €2,001,000,000.00 and is divided into
2,001,000,000 no-par value shares (shares without nominal amount). The shares
are registered shares. Provided that no resolution to the contrary is passed,
this provision shall also apply in the case of capital increases.
(2) The registered share capital of the Company was provided by way of conversion of
E.ON AG into a European company (SE).
(3) In the case of a capital increase, participation in profits of the new shares may be
determined in derogation of Section 60 para. 2 of the German Stock Corporation Act
(“AktG”).
(4) The registered share capital is conditionally increased by another up to €175,000,000
divided into up to 175,000,000 registered shares (Conditional Capital 2012). The condi-
tional capital increase is to be carried out only to the extent that the holders of option
or conversion rights or persons obliged to conversion under option or convertible
bonds, profit participation rights or participating bonds issued or guaranteed by the
Company or a group company of the Company as defined in Section 18 AktG in accor-
dance with the authorization resolved by the General Meeting of May 3, 2012, under
Item 8 of the agenda exercise their option or conversion rights or, if they are obliged to
conversion, fulfill their conversion obligation, except to the extent that a cash compen-
sation is granted or treasury shares or shares of another listed company are used to
satisfy such claims. However, this conditional capital increase only applies up to the
amount and number of shares in which the conditional capital pursuant to Section 3 of
the Articles of Association of E.ON AG has not yet been implemented at the point in
time when the conversion of E.ON AG into a European company (SE) becomes effective
in accordance with the conversion plan dated March 6, 2012.
The issue of the new shares is effected at the conversion or option price to be deter-
mined, in each case, in accordance with the aforementioned authorization resolution.
Invitation 19
The new shares are entitled to profit participation starting from the beginning of the
financial year in which they come into existence by virtue of the exercising of option or
conversion rights or the fulfillment of conversion obligations. The Board of Management
is authorized, with the approval of the Supervisory Board, to determine the further
details of the implementation of the conditional capital increase.
(5) The Board of Management is authorized, with the approval of the Supervisory Board,
to increase until May 2, 2017, the registered share capital of the Company by a total of
up to €460,000,000 through the issuance, one or several times, of new registered no-
par value shares against contributions in cash and/or in kind, however, by no more
than up to the amount and number of shares in which the authorized capital pursuant
to Section 3 of the Articles of Association of E.ON AG still exists at the point in time
when the conversion of E.ON AG into a European company (SE) becomes effective in
accordance with the conversion plan dated March 6, 2012 (authorized capital pursuant
to Sections 202 et seqq. AktG, Authorized Capital 2012).
If the registered share capital is increased against cash contributions, the shareholders
are to be granted a subscription right. The shares are to be issued to financial institu-
tions subject to the obligation to offer them to the shareholders for subscription.
However, the Board of Management is authorized, with the approval of the Supervisory
Board, to exclude the shareholders’ subscription right in the case of an issue of shares
against cash contributions in an amount of up to 10 percent of the registered share
capital at the time of the becoming effective or—in the event that this amount is the
lower one—at the time of the utilization of this authorization. In the case of such an
exclusion of the subscription right, the issue price of the new shares may not be signif-
icantly lower than the stock market price (Section 186 para. 3 sentence 4 AktG). To the
aforementioned 10-percent limit, any shares, if applicable, are to be credited which are
issued during the term of the Authorised Capital 2012 until the issue of the new shares
under this Authorized Capital, in each case with an exclusion of the shareholders’ sub-
scription right pursuant to Section 186 para. 3 sentence 4 AktG, by way of
• the issue of bonds carrying conversion or option rights or, respectively, conversion
obligations,
• as well as the disposal of shares acquired on the basis of an authorization by the
General Meeting for the acquisition of treasury shares.
20 Invitation
Furthermore, the Board of Management is authorized, with the approval of the Super-
visory Board, to exclude the shareholders’ subscription right in case of an issue of
shares against contributions in kind, but only to such extent that the aggregate
amount of the shares issued under this authorization (Section 3 para. 5 of the Articles
of Association) against contribution in kind with an exclusion of the shareholders’
subscription right may not exceed 20 percent of the registered share capital at the
time of the becoming effective or—in the event that this amount is the lower one—
at the time of the utilization of this authorization.
Besides, the total amount of the shares issued against contributions in cash or in kind
with an exclusion of the subscription right may not exceed 20 percent of the regis-
tered share capital at the time of the becoming effective or—in the event that this
amount is the lower one—at the time of the utilization of this authorization. To this
20-percent limit, such shares are to be credited which were issued during the term of
the Authorized Capital 2012 with an exclusion of the subscription right pursuant to
Section 186 para. 3 sentence 4 AktG as well as against contributions in kind under the
Authorized Capital 2012, as well as such shares which are to be issued during the term
of the Authorized Capital 2012 under bonds carrying conversion or option rights or,
respectively, conversion obligations which were issued with an exclusion of the share-
holders’ subscription right.
The Board of Management is further authorized, with the approval of the Supervisory
Board, to exclude fractional amounts from the shareholders’ subscription right and
also to exclude the subscription right to such extent as is necessary in order to grant
to the holders of previously issued bonds carrying conversion or option rights or,
respectively, conversion obligations, a subscription right for new shares to such
extent as they would be entitled to upon exercising their conversion or option right
or, respectively, in the case of a conversion obligation.
Finally, the Board of Management is authorized, with the approval of the Supervisory
Board, to exclude the shareholders’ subscription right for the issue of shares to per-
sons in an employment relationship with the Company or one of its affiliated companies.
The Board of Management, with the approval of the Supervisory Board, is authorized
to determine the further content of the rights attached to the shares as well as the
further details of the implementation of capital increases.
Invitation 21
The Supervisory Board is authorized to make adjustments to the wording of Section 3
of the Articles of Association after the increase of the registered share capital has
been implemented, in whole or in part, in accordance with the respective utilization, in
each case, of the Authorized Capital 2012 and—if the Authorized Capital 2012 has not
or not completely been utilized until May 2, 2017—after the expiry of the term of the
authorization.
§4
(1) The form and content of the share certificates and of the dividend coupons and talons
are determined by the Board of Management.
(2) The shareholders’ right to have their shares securitized is excluded, unless securitization
is required under the rules applicable at a stock exchange where the shares are
admitted. Global certificates for shares may be issued.
Corporate Bodies of the Company
§5
The Company’s corporate bodies are:
(a) the Board of Management,
(b) the Supervisory Board,
(c) the General Meeting of Shareholders.
22 Invitation
Board of Management
§6
(1) The Board of Management consists of at least two members. The determination of the
number of members, their appointment and dismissal is made by the Supervisory
Board.
(2) The members of the Board of Management are appointed by the Supervisory Board for
a maximum term of five years. Reappointments are permissible.
(3) The Board of Management constitutes a quorum if all members of the Board of Man-
agement have been invited and at least half of its members participate in a meeting
in person or by means of electronic media. Members of the Board of Management who
are not present at the passing of a resolution may cast their vote in text form, by tele-
phone, video conference or by means of other electronic media.
(4) Resolutions of the Board of Management are to be passed by simple majority of the
votes of the members of the Board of Management participating in the passing of the
resolution, unless a larger majority is stipulated by mandatory statutory law. In cases
where resolutions are to be passed by a simple majority and there is an equality of
votes, the Chairman shall have a casting vote.
§7
The Company is legally represented by two members of the Board of Management or by
one member of the Board of Management and a Prokurist (an executive holding a general
power of attorney).
Invitation 23
Supervisory Board
§8
(1) The Supervisory Board comprises twelve members.
(2) Six members are being elected by the General Meeting of Shareholders without being
bound to election proposals. Another six members are to be elected by the General
Meeting of Shareholders upon proposals from the employees; the proposals for the
election of the employee representatives are binding on the General Meeting of Share-
holders. If the agreement regarding the participation of the employees concluded in
accordance with the SE Employee Participation Act (SEBG) stipulates a different
appointment procedure for the employee representatives on the Supervisory Board,
the employee representatives are appointed, in deviation from sentence 2, in accor-
dance with the agreed procedure.
(3) Subject to para. 6, the members of the Supervisory Board are elected for a term until
the close of the General Meeting resolving on the discharge in respect of the fourth
financial year after their election, with the financial year in which the election takes
place not being included in the calculation, however, for no longer than for a period of
six years. Reappointments are permissible.
(4) Elections of substitute members are made for the remainder of the term of office of
the member who has left the board.
(5) Any member of the Supervisory Board may resign from office with two weeks’ notice
by a written declaration addressed to the Chairman of the Supervisory Board. The res-
ignation can be declared with immediate effect for good cause.
(6) As members of the first Supervisory Board are appointed for a term until the close of
the General Meeting which resolves on the ratification of actions for the first financial
year of E.ON SE, i.e. if the conversion of E.ON AG into E.ON SE becomes effective in
2012, for the financial year ending December 31, 2012, however, for no longer than for a
period of three years:
24 Invitation
• Baroness Denise Kingsmill CBE
Lawyer, Member of House of Lords, London, Great Britain
• Prof. Dr. Ulrich Lehner
Member of Partner Committee of Henkel AG & Co. KGaA, Düsseldorf
• René Obermann
Chairman of the Board of Management of Deutsche Telekom AG, Bonn
• Dr. Karen de Segundo
Attorney, Surrey, Great Britain
• Dr. Theo Siegert
Managing Partner of de Haen-Carstanjen & Söhne, Düsseldorf
• Werner Wenning
Chairman of the Supervisory Board of E.ON AG, Leverkusen
As substitute members of the shareholder representatives are appointed:
• Bård Mikkelsen
Businessman, former President and Chairman of the Board of Management of
Statkraft AS, Hosle, Norway
• Dr. Georg Freiherr von Waldenfels
Lawyer, München
They are to become members of the Supervisory Board in the order stated above in
the event that a shareholder representative on the first Supervisory Board ceases to
be a Supervisory Board member prior to the expiry of his/her tenure of office and the
General Meeting of Shareholders does not appoint a successor prior to such cessation
of membership.
The other six members of the first Supervisory Board are appointed upon proposals of
the employees as stipulated in the agreement concluded in accordance with the provi-
sions of the SEBG or, to the extent that no stipulations are made therein, by order of
the court upon request.
Invitation 25
§9
(1) Following the General Meeting at the close of which the term of the Supervisory Board
begins, the latter elects a Chairman and one or more Deputy Chairmen. For the election
of the Chairman, the oldest member in terms of age among the shareholder represen-
tatives has the chair; Section 12 para. 4 sentence 1 applies accordingly. Only a share-
holder representative elected as a member by the General Meeting may be elected as
Chairman of the Supervisory Board.
(2) In case the membership of the Chairman should cease before the expiry of his term of
office, the Supervisory Board has to conduct a new election without undue delay. In
case the membership of a Deputy Chairman should cease, the new election takes place
no later than in the regular Supervisory Board meeting following the cessation of
membership.
§ 10
(1) The Supervisory Board is responsible, as stipulated by law, for monitoring the manage-
ment of the Company by the Board of Management.
(2) All matters which the Board of Management wishes the General Meeting to address
first have to be presented to the Supervisory Board.
(3) The following transactions and measures require the prior consent of the Supervisory
Board:
(a) Fixing investment, financial and personnel plans of the Group for the following
business year (budget),
(b) acquiring or selling companies, shareholdings or operations (except for financial
investments) as well as investments in tangible assets, providing that the fair
market value or, in the absence of the fair market value, the book value of each
transaction is in excess of 2.5 percent of the shareholders’ equity as posted on the
previous consolidated balance sheet; this does not apply in the event of intra-
group acquiring or selling,
26 Invitation
(c) implementing financial measures which are not covered by resolutions on financial
plans as specified in (a) above and where the value of each transaction is in excess
of 5 percent of the shareholders’ equity as posted on the previous consolidated
balance sheet; this does not apply to intragroup financial measures, and
(d) concluding, amending or terminating affiliation agreements.
(4) The Supervisory Board may form one or more committees from among its members,
especially an audit and risk committee. So far as permitted by law, the taking of
decisions may be delegated to such committees, in particular also the granting of
consent to transactions and measures in terms of para. 3.
(5) In addition to the transactions and measures stipulated in para. 3, the Supervisory
Board may subject other types of transactions and measures to a requirement of its
consent.
(6) Furthermore, the Board of Management requires the consent of the Supervisory Board
in cases where it participates in transactions or measures of the kind described in
para. 3 at affiliated enterprises by way of instructions, consent or the casting of votes
in corporate bodies.
(7) The Supervisory Board is authorized to resolve on amendments to the Articles of
Association which only concern their wording.
§ 11
(1) The Supervisory Board is convened by invitation in text form from the Chairman or his
Deputy, including the agenda, venue and time of the meeting. In urgent cases, meet-
ings may be convened verbally, by telephone, video conference or by means of other
electronic media.
(2) The Chairman is obliged to convene the Supervisory Board if this is requested by a
member of the Supervisory Board or by the Board of Management.
Invitation 27
§ 12
(1) The Supervisory Board constitutes a quorum if all members have been invited and
at least one half of the total number of members which it is required to comprise
participates in the adoption of a resolution.
(2) Absent Supervisory Board members may participate in the adoption of resolutions by
arranging for their written votes to be submitted by other Supervisory Board members.
(3) Resolutions are adopted with a simple majority of the votes cast, unless otherwise
stipulated by law.
(4) In the event that a Supervisory Board vote results in a tie, the vote of the Chairman or,
if he does not participate in the adoption of the resolution, the vote of the Deputy
Chairman, provided that the latter is a shareholder representative, shall be the casting
vote. The proceedings at the meeting and the form of voting are determined by the
Chairman.
(5) Minutes are to be prepared of the deliberations and the resolutions adopted by the
Supervisory Board, which are to be signed by the Chairman or his Deputy.
§ 13
(1) Resolutions of the Supervisory Board may also be adopted by obtaining votes cast in
text form or by telephone, video conference or by means of other electronic media. The
result is to be put on record by the Chairman.
(2) The provisions governing the verbal casting of votes apply accordingly.
§ 14
Declarations of intent of the Supervisory Board are to be issued on its behalf by the Chair-
man of the Supervisory Board or his Deputy.
28 Invitation
§ 15
(1) In addition to reimbursement of their expenses, which also includes the VAT payable
on their remuneration, the members of the Supervisory Board receive a basic remuner-
ation for each financial year in an amount of €140,000.
(2) For serving on the committees of the Supervisory Board, the members of the Supervi-
sory Board receive the following additional compensation:
(a) the Chairman of the Audit and Risk Committee €180,000, all other members of the
Audit and Risk Committee €110,000,
(b) the Chairman of one of the other committees €140,000, all other committee mem-
bers €70,000; the membership in the Nomination Committee and in ad hoc com-
mittees is not to be taken into account.
If a member of the Supervisory Board serves on different committees, only the mem-
bership in the Supervisory Board committee for which the highest amount of remuner-
ation is paid shall be compensated.
(3) The Chairman of the Supervisory Board receives a fixed annual remuneration in the
amount of €440,000, his Deputies in the amount of €320,000 per year. Herewith, any
additional memberships and chairs in committees are also discharged.
(4) If Supervisory Board members retire from the Supervisory Board in the course of a
financial year, they receive remuneration on a pro rata temporis basis for each month
or part of a month of service. In case a member of the Supervisory Board retires from a
function associated with a higher compensation, regarding the part of the compensa-
tion connected to this function, the preceding clause applies accordingly.
(5) The compensation is payable on a pro rata temporis basis after the close of each
quarter.
(6) In addition, the members of the Supervisory Board receive an attendance fee in the
amount of €1,000.00 for each day of meeting for their attendance at the meetings of
the Supervisory Board and of the Supervisory Board committees.
(7) The Company may conclude for the benefit of the members of the Supervisory Board a
third-party liability insurance covering the statutory liability arising from the activities
as a Supervisory Board member.
Invitation 29
General Meeting of Shareholders
§ 16
The General Meeting of Shareholders is to be convened by the Board of Management or by
the persons authorized to do so under statutory law or the Articles of Association.
§ 17
The General Meeting is to be held at the registered office of the Company or in another
major German city with at least 100,000 inhabitants.
§ 18
(1) Only those shareholders are entitled to participate in the General Meeting of Share-
holders and to exercise their voting rights who have registered in due time and for
whom the registered shares are registered in the share register.
(2) The registration for participation in each General Meeting has to be drafted in the
German or English language and has to be received by the Company at the address
stated for this purpose in the invitation no later than six days prior to the meeting,
unless a shorter period of time, which is to be stipulated in days, is provided for in the
invitation. The date of the General Meeting and the date on which the registration is
received are not to be included in the calculation of the period.
§ 19
(1) The General Meeting is to be chaired by the Chairman of the Supervisory Board. In the
event that the Chairman of the Supervisory Board is unavailable or is prevented, for
other reasons, from taking the chair at the General Meeting, a member of the Super-
visory Board determined by the Chairman or, in the event that no such determination
is made or that the Supervisory Board member so determined is prevented from
taking the chair at the General Meeting, the Deputy Chairman of the Supervisory Board
shall take the chair at the General Meeting, provided that the latter is a shareholder
representative. In the remaining cases, another member of the Supervisory Board
determined by the Supervisory Board takes the chair.
30 Invitation
(2) The Chairman of the General Meeting chairs the deliberations and decides on the
sequence of the items to be addressed. He determines the manner, form and sequence
of the voting. If so announced in the invitation, the Chairman of the General Meeting
may authorize the transmission of the General Meeting in full or in part via visual and
acoustic electronic media in a manner to be further determined by the Chairman.
(3) The Chairman of the General Meeting may reasonably restrict, in terms of time, the
right of shareholders to put questions and to speak. At the beginning or in the course
of the General Meeting, he may, in particular, determine an appropriate framework, in
terms of time, for both the course of the General Meeting and the discussion on indi-
vidual items on the agenda as well as for individual questions and speaking contribu-
tions. In determining the time available for the individual questions and speaking con-
tributions, the Chairman of the General Meeting may distinguish between first and
repeated contributions and in accordance with further appropriate criteria.
§ 20
(1) The voting right may be exercised through proxies. The granting of the power of attorney,
its revocation and the provision of evidence vis-à-vis the Company for the granting of
the power of attorney have to be made in text form. The granting of the power of
attorney, its revocation and the provision of evidence for the granting of the power of
attorney may also be effected by other electronic means to be determined by the
Company in more detail. The relevant details for the granting of a power of attorney
by electronic means are to be published together with the invitation to the General
Meeting in the publication media of the Company.
(2) In the case of doubts regarding the validity of a power of attorney, the decision lies
with the Chairman of the General Meeting.
(3) The Board of Management is authorized to stipulate that shareholders are entitled to
cast their vote also without attending the General Meeting, in writing or by means of
electronic communication (absentee vote). The Board of Management shall be autho-
rized to stipulate the details of the extent and procedure of the absentee vote. The uti-
lization of the absentee vote procedure, if any, and the relevant provisions stipulated
in this respect are to be published together with the calling of the General Meeting of
Shareholders.
Invitation 31
§ 21
(1) The resolutions of the General Meeting of Shareholders are to be adopted with the
majority of votes validly cast, unless otherwise stipulated by mandatory law or the Arti-
cles of Association. Unless another majority is stipulated by mandatory legal provi-
sions, amendments of the Articles of Association require a majority of two thirds of the
votes cast or, if at least half of the registered share capital is represented, the simple
majority of votes cast. The dismissal of Supervisory Board members who have been
elected without the binding effect of election proposals requires a majority of at least
three quarters of the votes cast.
(2) In the General Meeting, each share entitles the holder to one vote.
Annual Financial Statements and Appropriation of Profits
§ 22
(1) The General Meeting held each year within the statutory period of six months for the
purpose of accepting the approved annual financial statements and the consolidated
financial statements approved by the Supervisory Board or, in the cases provided for
by law, for the purpose of approving the annual financial statements as well as for the
adoption of a resolution on the appropriation of profits also decides on the discharge
of the Board of Management and of the Supervisory Board as well as on the appoint-
ment of the auditor (Annual General Meeting of Shareholders).
(2) When deciding on the appropriation of balance sheet profits, the General Meeting may
also adopt a resolution for a distribution in kind instead of or in addition to a cash
distribution.
32 Invitation
Notifications and Transmission of Information
§ 23
(1) All notifications of the Company are to be published in the electronic Federal Gazette
(elektronischer Bundesanzeiger).
(2) The Company is entitled, within the legally permissible framework, to transmit infor-
mation to its shareholders by means of telecommunication.
Concluding Provisions
§ 24
The Company will bear all costs of the conversion into a European Company (SE) up to an
amount of €5,000,000, in particular court expenses, notarial charges, Special Negotiating
Body expenses, change-of-legal-form audit fees, publication costs and all other legal and
consultancy fees.
Invitation 33
7. Creation of a new authorized capital and cancellation of the existing authorized
capital
The utilization of the currently existing authorized capital pursuant to Section 3 para. 5
of the Articles of Association of the Company is limited until May 5, 2014. Under Item 6
of the Agenda of this General Meeting of Shareholders, the Supervisory Board and the
Board of Management of the Company propose the conversion of the Company into the
legal form of an SE (Societas Europaea). It is intended that, in the course of this measure,
the authorized capital is renewed at the same time, together with the cancellation of
the existing authorized capital pursuant to the resolution of the General Meeting of
May 6, 2009 (Authorized Capital 2009, cf. Section 3 para. 5 of the Articles of Association
of the Company). In this respect, the amount of the authorized capital and the authori-
zations for an exclusion of the subscription right are to remain unchanged. In addition,
the authorized capital still contained in Section 3 para. 2 of the Articles of Association
of the Company, which expired on April 27, 2010, is to be cancelled without replacement.
Supervisory Board and Board of Management propose that the following be resolved:
a) The Board of Management shall be authorized, with the approval of the Supervi-
sory Board, to increase until May 2, 2017, the registered share capital of the Com-
pany by up to a total of €460,000,000 through the issuance, one or several times, of
new registered no-par value shares against contributions in cash and/or in kind
(authorized capital pursuant to Sections 202 et seqq. AktG, Authorized Capital 2012).
If the registered share capital is increased against cash contributions, the share-
holders are to be granted a subscription right. The shares are to be issued to
financial institutions subject to the obligation to offer them to the shareholders
for subscription.
However, the Board of Management shall be authorized, with the approval of the
Supervisory Board, to exclude the shareholders’ subscription right in the case of
an issue of shares against cash contributions in an amount of up to 10 percent of
the registered share capital at the time of the becoming effective or—in the event
that this amount is the lower one—at the time of the utilization of this authoriza-
tion. In the case of such an exclusion of the subscription right, the issue price of
the new shares may not be significantly lower than the stock market price (Sec-
tion 186 para. 3 sentence 4 AktG). To the aforementioned 10-percent limit, any
shares, if applicable, are to be credited which are issued during the term of the
Authorized Capital 2012 until the issue of the new shares under this Authorized
Capital, in each case with an exclusion of the shareholders’ subscription right pur-
suant to Section 186 para. 3 sentence 4 AktG, by way of
34 Invitation
• the issue of bonds carrying conversion or option rights or, respectively, con-
version obligations,
• as well as the disposal of shares acquired on the basis of an authorization by
the General Meeting for the acquisition of treasury shares.
Furthermore, the Board of Management shall be authorized, with the approval of
the Supervisory Board, to exclude the shareholders’ subscription right in case of
an issue of shares against contributions in kind, but only to such extent that the
aggregate amount of the shares issued under this authorization (Section 3 para. 2
of the Articles of Association) against contribution in kind with an exclusion of the
shareholders’ subscription right may not exceed 20 percent of the registered
share capital at the time of the becoming effective or—in the event that this
amount is the lower one—at the time of the utilization of this authorization.
Besides, the total amount of the shares issued against contributions in cash or in
kind with an exclusion of the subscription right may not exceed 20 percent of the
registered share capital at the time of the becoming effective or—in the event
that this amount is the lower one—at the time of the utilization of this authoriza-
tion. To this 20-percent limit, such shares are to be credited which were issued dur-
ing the term of the Authorized Capital 2012 with an exclusion of the subscription
right pursuant to Section 186 para. 3 sentence 4 AktG as well as against contribu-
tions in kind under the Authorized Capital 2012, as well as such shares which are
to be issued during the term of the Authorized Capital 2012 under bonds carrying
conversion or option rights or, respectively, conversion obligations which were
issued with an exclusion of the shareholders’ subscription right.
The Board of Management shall further be authorized, with the approval of the
Supervisory Board, to exclude fractional amounts from the shareholders’ subscrip-
tion right and also to exclude the subscription right to such extent as is necessary
in order to grant to the holders of previously issued bonds carrying conversion or
option rights or, respectively, conversion obligations, a subscription right for new
shares to such extent as they would be entitled to upon exercising their conver-
sion or option right or, respectively, in the case of a conversion obligation.
Finally, the Board of Management shall be authorized, with the approval of the
Supervisory Board, to exclude the shareholders’ subscription right for the issue of
shares to persons in an employment relationship with the Company or one of its
affiliated companies.
Invitation 35
The Board of Management, with the approval of the Supervisory Board, shall be
authorized to determine the further content of the rights attached to the shares
as well as the further details of the conduction of capital increases. The Supervi-
sory Board shall be authorized to make adjustments to the wording of Section 3 of
the Articles of Association after the increase of the registered share capital has
been implemented, in whole or in part, in accordance with the respective utiliza-
tion, in each case, of the Authorized Capital 2012 and—if the Authorized Capital
2012 has not or not completely been utilized until May 2, 2017—after the expiry of
the term of the authorization.
b) The authorization resolved by the General Meeting of May 6, 2009, under item 8 of
the agenda for the increase of the registered share capital of the Company (Autho-
rized Capital 2009) is cancelled upon effectiveness of the Authorized Capital 2012.
c) Section 3 para. 5 of the Articles of Association (Authorized Capital 2009) shall be
abolished and thus deleted. Section 3 para. 2 of the Articles of Association is
revised as follows:
“The Board of Management is authorized, with the approval of the Supervisory
Board, to increase until May 2, 2017, the registered share capital of the Company
by up to a total of €460,000,000, through the issuance, one or several times, of new
registered no-par value shares against contributions in cash and/or in kind (autho-
rized capital pursuant to Sections 202 et seqq. AktG, Authorized Capital 2012).
If the registered share capital is increased against cash contributions, the share-
holders are to be granted a subscription right. The shares are to be issued to
financial institutions subject to the obligation to offer them to the shareholders
for subscription.
However, the Board of Management is authorized, with the approval of the Super-
visory Board, to exclude the shareholders’ subscription right in the case of an
issue of shares against cash contributions in an amount of up to 10 percent of the
registered share capital at the time of the becoming effective or—in the event
that this amount is the lower one—at the time of the utilization of this authoriza-
tion. In the case of such an exclusion of the subscription right, the issue price of
the new shares may not be significantly lower than the stock market price (Sec-
tion 186 para. 3 sentence 4 AktG). To the aforementioned 10-percent limit, any
shares, if applicable, are to be credited which are issued during the term of the
Authorized Capital 2012 until the issue of the new shares under this authorized
capital, in each case with an exclusion of the shareholders’ subscription right pur-
suant to Section 186 para. 3 sentence 4 AktG, by way of
36 Invitation
• the issue of bonds carrying conversion or option rights or, respectively, con-
version obligations,
• as well as the disposal of shares acquired on the basis of an authorization by
the General Meeting for the acquisition of treasury shares.
Furthermore, the Board of Management is authorized, with the approval of the
Supervisory Board, to exclude the shareholders’ subscription right in case of an
issue of shares against contributions in kind, but only to such extent that the
aggregate amount of the shares issued under this authorization (Section 3 para. 2
of the Articles of Association) against contribution in kind with an exclusion of the
shareholders’ subscription right may not exceed 20 percent of the registered
share capital at the time of the becoming effective or—in the event that this
amount is the lower one—at the time of the utilization of this authorization.
Besides, the total amount of the shares issued against contributions in cash or in
kind with an exclusion of the subscription right may not exceed 20 percent of the
registered share capital at the time of the becoming effective or—in the event
that this amount is the lower one—at the time of the utilization of this authoriza-
tion. To this 20-percent limit, such shares are to be credited which were issued dur-
ing the term of the Authorized Capital 2012 with an exclusion of the subscription
right pursuant to Section 186 para. 3 sentence 4 AktG as well as against contribu-
tions in kind under the Authorized Capital 2012, as well as such shares which are
to be issued during the term of the Authorized Capital 2012 under bonds carrying
conversion or option rights or, respectively, conversion obligations which were
issued with an exclusion of the shareholders’ subscription right.
The Board of Management is further authorized, with the approval of the Supervi-
sory Board, to exclude fractional amounts from the shareholders’ subscription
right and also to exclude the subscription right to such extent as is necessary in
order to grant to the holders of previously issued bonds carrying conversion or
option rights or, respectively, conversion obligations, a subscription right for new
shares to such extent as they would be entitled to upon exercising their conver-
sion or option right or, respectively, in the case of a conversion obligation.
Finally, the Board of Management is authorized, with the approval of the Supervi-
sory Board, to exclude the shareholders’ subscription right for the issue of shares
to persons in an employment relationship with the Company or one of its affili-
ated companies.
Invitation 37
The Board of Management, with the approval of the Supervisory Board, is autho-
rized to determine the further content of the rights attached to the shares as well
as the further details of the implementation of capital increases.
The Supervisory Board is authorized to make adjustments to the wording of Sec-
tion 3 of the Articles of Association after the increase of the registered share capi-
tal has been implemented, in whole or in part, in accordance with the respective
utilization, in each case, of the Authorized Capital 2012 and—if the Authorized
Capital 2012 has not or not completely been utilized until May 2, 2017—after the
expiry of the term of the authorization.”
8. Authorization for the issue of option or convertible bonds, profit participation rights
or participating bonds and creation of a conditional capital as well as cancellation of
the existing authorization
The authorization resolved by the General Meeting of May 6, 2010, under Item 8 of the
agenda for the issue of option or convertible bonds, profit participation rights or par-
ticipating bonds and for the exclusion of subscription rights, as well as for the creation
of a conditional capital, is valid until May 5, 2015. Under Item 6 of the Agenda of this
General Meeting of Shareholders, the Supervisory Board and the Board of Manage-
ment of the Company propose the conversion of the Company into the legal form of
an SE (Societas Europaea). It is intended that, in the course of this measure, the autho-
rizations for the issue of option or convertible bonds, profit participation rights or par-
ticipating bonds, including the creation of a conditional capital, are renewed at the
same time, together with the cancellation of the existing authorization and the exist-
ing conditional capital.
Supervisory Board and Board of Management propose that the following be resolved:
a) Authorization for the issue of partial bonds carrying conversion or option rights or,
respectively, conversion obligations, of profit participation rights and participating
bonds (or a combination of these instruments) as well as cancellation of the exist-
ing authorizations
38 Invitation
aa) Term of the authorization, nominal amount
The Board of Management shall be authorized, with the approval of the
Supervisory Board, to issue option or convertible bonds, profit participation
rights or participating bonds made out to the bearer or a combination of
these instruments (together the “Bonds”), once or several times, on or before
May 2, 2017, with a total nominal amount of up to €5 billion and to grant
option rights to the holders of option bonds or, respectively, conversion rights
to the holders of convertible bonds for registered shares of the Company
with a proportionate amount of the registered share capital of up to a total
of €175,000,000 subject to the more detailed provisions of the terms and
conditions of the option or convertible bonds, respectively.
In addition to issuances in euro, the Bonds may also be issued in the legal
currency of an OECD country—limited to the appropriate equivalent amount
in euros. They may also be issued by a group company of E.ON AG as defined
in Section 18 AktG. In that case, the Board of Management shall be autho-
rized, with the approval of the Supervisory Board, to grant a guarantee for
the Bonds on behalf of the Company and to grant or impose, as applicable,
option or conversion rights or conversion obligations to/on the holders of
option and/or convertible bonds for registered shares of E.ON AG.
bb) Subscription rights
The statutory subscription right is granted to the shareholders in such man-
ner that the Bonds are issued to a financial institution or a syndicate of
financial institutions, subject to the obligation to offer them to the share-
holders for subscription. Where Bonds are being issued by a group company
of E.ON AG as defined in Section 18 AktG, the Company shall ensure that the
statutory subscription right for the shareholders of E.ON AG is granted.
However, the Board of Management shall be authorized, with the approval of
the Supervisory Board, to exclude fractional amounts from the shareholders’
subscription right and also to exclude the subscription right to such extent
as is necessary in order to grant to the holders of previously issued bonds
carrying conversion or option rights or, respectively, conversion obligations, a
subscription right to such extent as they would be entitled to upon as share-
holders exercising their option or conversion rights or, respectively, in the
case of an obligatory conversion.
Invitation 39
The Board of Management shall further be authorized, with the approval of
the Supervisory Board, to exclude the shareholders’ subscription right in its
entirety for Bonds carrying option and/or conversion rights or conversion
obligations which are issued, provided that Board of Management, upon a
duly conducted examination, comes to the conclusion that the issue price of
the Bonds is not significantly lower than their hypothetical market price
determined in accordance with generally accepted, especially financial math-
ematical, methods. This authorization for the exclusion of the shareholders’
subscription right shall apply to Bonds issued with an option and/or conver-
sion right or a conversion obligation, carrying an option and/or conversion
right or a conversion obligation for shares with a total proportionate amount
of the registered share capital which may not exceed 10 percent of the regis-
tered share capital, either at the time of the becoming effective or—in the
event that this amount is the lower one—at the time of the utilization of this
authorization. To the aforementioned 10-percent limit, the following shares
shall be credited:
• new shares which are issued during the term of this authorization from
an authorized capital with an exclusion of the subscription right pursuant
to Section 186 para. 3 sentence 4 AktG before the issue—without granting
subscription rights pursuant to Section 186 para. 3 sentence 4 AktG—of
the Bonds carrying option and/or conversion rights or conversion obliga-
tions, as well as
• such shares which are acquired on the basis of an authorization granted
by the General Meeting of Shareholders and are disposed of, during the
term of this authorization, with an exclusion of the subscription right
pursuant to Section 71 para. 1 no. 8 sentence 5 in conjunction with Sec-
tion 186 para. 3 sentence 4 AktG before the issue—without granting sub-
scription rights pursuant to Section 186 para. 3 sentence 4 AktG—of the
Bonds carrying option and/or conversion rights or conversion obligations.
40 Invitation
Besides, the total amount of the shares issued against contributions in cash
or in kind with an exclusion of the subscription right may not exceed 20 per-
cent of the registered share capital at the time of the becoming effective
or—in the event that this amount is the lower one—at the time of the utiliza-
tion of this authorization. To this 20-percent limit, such shares are to be cred-
ited which are to be issued under Bonds that were issued with an exclusion
of the subscription right pursuant to this authorization, as well as such
shares issued under authorized capital with an exclusion of the subscription
right against contributions in kind as well as pursuant to Section 186 para. 3
sentence 4 AktG.
To the extent that profit participation rights or participating bonds without
conversion rights/obligations or option rights are issued, the Board of Man-
agement shall be authorized, with the approval of the Supervisory Board, to
exclude the shareholders’ subscription right in its entirety if the terms and
conditions applicable to such profit participation rights or participating
bonds are similar to obligatory relationships, i.e. if they do not confer any
membership rights in the Company, grant no right to participate in the liqui-
dation proceeds and the interest rate is not calculated on the basis of the
amount of the net income, balance sheet profits or dividend. In that case, in
addition, the interest rate and the issue price of the profit participation
rights or participating bonds have to correspond to current market condi-
tions at the time of the issue.
cc) Option rights
If option bonds are issued, one or more warrants shall be attached to each par-
tial bond, entitling the holders to subscribe no-par value registered shares of
E.ON AG in accordance with the terms and conditions of the options to be stipu-
lated in more detail by the Board of Management. In respect of option bonds
made out in euro which are issued by E.ON AG or a group company, the terms
and conditions of the options may stipulate that performance of the option
price may also be effected by way of transfer of partial bonds and, as the case
may be, an additional cash payment. The proportionate amount of the registered
share capital attributable to the shares to be subscribed for each partial bond
may not exceed the nominal value of the partial bonds. To the extent that there
are fractional amounts of shares, it may be provided that in accordance with the
terms and conditions of the options or, respectively, bonds such fractional
amounts may be aggregated for the subscription of full shares, as the case may
be, against supplementary payment. The same shall apply in cases where war-
rants are attached to a profit participation right or a participating bond.
Invitation 41
dd) Conversion rights
If convertible bonds are issued, the holders shall be granted the unwithdraw-
able right to convert their Bonds into no-par value registered shares of E.ON
AG in accordance with the terms and conditions of the convertible bonds to
be stipulated by the Board of Management. The conversion ratio shall be
determined by dividing the nominal amount by the stipulated conversion
price for one share of the Company and may be rounded up or down to a
whole number; besides, an additional payment to be made in cash and the
combination of or a compensation for fractional amounts incapable of con-
version may be stipulated. The same shall apply in cases where the conver-
sion right exists in respect of a profit participation right or a participating
bond.
ee) Option or conversion price
In the event of Bonds being issued which grant an option or conversion right
or which stipulate a conversion obligation, the option or conversion price,
respectively, shall not be less than 80 percent of the stock price of the shares
of the Company in Xetra trading (or a comparable successor system) of the
Frankfurt Stock Exchange. The relevant stock price shall be the volume-
weighted average stock price of the shares of E.ON AG on the ten stock
exchange trading days preceding the final decision of the Board of Manage-
ment regarding the issue of an offer for the subscription of Bonds to the
shareholders or, respectively, regarding the declaration of acceptance by the
Company following an invitation for the issue of subscription offers, with the
preemptive subscription right being excluded.
Notwithstanding Section 9 para. 1 AktG, in the case of Bonds carrying option
or conversion rights or conversion obligations, the option or conversion price,
respectively, may be adjusted in accordance with the terms and conditions of
the Bonds in order to preserve the value if there is an economic dilution of
the value of the option or conversion rights or conversion obligations, pro-
vided that such adjustment is not already provided for by statutory law. This
shall apply, in particular, in the case of a capital increase or capital reduction
and in the case of dividend payments to the shareholders of the Company.
Besides, in the event of an acquisition of control by a third party, an adjust-
ment of the option or conversion price, to the extent this is customary in the
market, or a shortening of the term may be provided for.
42 Invitation
ff) Other provisions, including conversion obligations
The terms and conditions of the Bonds may provide that in case of a conver-
sion or, respectively, the exercise of an option the Company is entitled to
refrain from the issue of new shares and, instead, to pay a cash amount. The
terms and conditions of the Bonds may also provide that, at the choice of the
Company, the option or, respectively, convertible bonds may be converted,
instead of new shares from conditional capital, to already existing shares of
the Company or another company or, respectively, that the option right may
be fulfilled by the delivery of such shares.
The terms and conditions of the Bonds may also provide for a conversion
obligation at the end of their term (or at another point in time) or for the
right of the Company to grant to the creditors of the Bonds, upon the final
maturity of the Bonds carrying conversion or option rights (this shall also
include maturity by virtue of a termination), in whole or in part, shares of the
Company or of another listed company instead of the payment of the
amount in cash due. The proportionate amount of the registered share capi-
tal of the shares to be issued upon conversion or exercise of the option may
not exceed the nominal value of the Bonds. Section 9 para. 1 in conjunction
with Section 199 para. 2 AktG shall be observed.
The Board of Management shall be authorized, with the approval of the
Supervisory Board, to determine or, as the case may be, to determine in
agreement with the corporate bodies of the group company of E.ON AG issu-
ing the option or convertible bonds, the additional details relating to the
issue and the terms and conditions of the Bonds including, in particular, the
interest rate, issue price, term and denomination, the dilution protection pro-
visions as well as the option or conversion period, respectively.
gg) Cancellation of the existing authorization
The authorization resolved by the General Meeting of Shareholders of May 6,
2010, under Item 8 of the agenda for the issue of partial bonds carrying
option or conversion rights or stipulating conversion obligations, profit par-
ticipation rights and participating bonds (or a combination of these instru-
ments), shall be cancelled upon this new authorization entering into force.
Invitation 43
b) Creation of a new conditional capital and cancellation of the existing conditional
capital
aa) Creation of a new conditional capital
The registered share capital shall be conditionally increased by up to
€175,000,000 through the issuance of up to 175,000,000 new registered no-par
value shares with a proportionate amount of the registered share capital of
€1.00 each (Conditional Capital 2012). The conditional capital increase serves
the purpose of granting no-par value registered shares to the holders of con-
vertible or option bonds, profit participation rights or participating bonds (or
combinations of these instruments), in each case carrying option/conversion
rights/conversion obligations, which are issued on or before May 2, 2017, by
the Company or a group company of the Company as defined in Section 18
AktG, in accordance with the authorization resolved by the General Meeting
of May 3, 2012, under Item 8 of the agenda. The issue of the new shares is
effected at the conversion or option price to be determined, in each case, in
accordance with the aforementioned authorization resolution.
The conditional capital increase is to be carried out only to the extent that
option or conversion rights are being exercised or, as the case may be, bond
holders obliged to conversion fulfill their conversion obligation and that no
cash compensation is granted or treasury shares or shares of another listed
company are used to satisfy such claims. The new shares issued because of
the exercise of the option or conversion right or the fulfillment of the conver-
sion obligation are entitled to profit participation starting from the begin-
ning of the financial year in which they come into existence.
The Board of Management is authorized, with the approval of the Supervi-
sory Board, to determine the further details of the implementation of the
conditional capital increase.
bb) Cancellation of the existing conditional capital
The Conditional Capital 2010, resolved by the General Meeting of Sharehold-
ers of May 6, 2010, under Item 8 of the agenda shall be cancelled upon the
Conditional Capital 2012 entering into force.
44 Invitation
c) Amendments to the Articles of Association
aa) Section 3 para. 3 of the Articles of Association shall be amended as follows:
“The registered share capital is conditionally increased by another up to
€175,000,000, divided into up to 175,000,000 registered shares (Conditional
Capital 2012). The conditional capital increase is to be carried out only to the
extent that the holders of option or conversion rights or persons obliged to
conversion under option or convertible bonds, profit participation rights or
participating bonds issued or guaranteed by the Company or a group com-
pany of the Company as defined in Section 18 AktG in accordance with the
authorization resolved by the General Meeting of May 3, 2012, under Item 8
of the agenda exercise their option or conversion rights or, if they are obliged
to conversion, fulfill their conversion obligation, except to the extent that a
cash compensation is granted or treasury shares or shares of another listed
company are used to satisfy such claims. The issue of the new shares is
effected at the conversion or option price to be determined, in each case, in
accordance with the aforementioned authorization resolution.
The new shares are entitled to profit participation starting from the begin-
ning of the financial year in which they come into existence by virtue of the
exercising of option or conversion rights or the fulfillment of conversion obli-
gations. The Board of Management is authorized, with the approval of the
Supervisory Board, to determine the further details of the implementation of
the conditional capital increase.”
d) Authorization to amend the Articles of Association
The Supervisory Board is authorized to make adjustments to the wording of the Arti-
cles of Association in accordance with the respective issue of shares to be subscribed
and to conduct all other related amendments to the Articles of Association which
merely concern the wording of the latter. The same shall apply in the event that the
authorization for the issue of option or convertible bonds, profit participation rights or
participating bonds has not been utilized after the term of the authorization has
expired, as well as in the event that the Conditional Capital 2012 has not been utilized
after the periods for the exercise of option or conversion rights or, respectively, for the
fulfillment of conversion obligations have expired.
Invitation 45
9. Authorization for the acquisition and use of treasury shares and cancellation of the
existing authorization
Under Item 6, the Supervisory Board and the Board of Management propose the con-
version of the Company into the legal form of an SE (Societas Europaea). It is intended
that, in the course of this measure, the resolution on the authorization for the acquisi-
tion and use of treasury shares is renewed at the same time, together with the cancel-
lation of the existing authorization for the acquisition of treasury shares.
Supervisory Board and Board of Management propose that the following be resolved:
a) The Company is authorized to acquire, on or before May 2, 2017, treasury shares up
to a total maximum of 10 percent of the registered share capital existing at the
time of the adoption of the resolution. The acquired shares, together with other
treasury shares which are in the possession of the Company or are attributable to
it pursuant to Sections 71a et seqq. AktG, may at no time exceed 10 percent of the
Company’s registered share capital.
At the discretion of the Board of Management, the acquisition may be conducted
(1) through a stock exchange, (2) by means of a public offer directed at all share-
holders or a public solicitation to submit offers (hereinafter “Acquisition Offer”),
(3) by means of a public offer or a public solicitation to submit offers for the
exchange of liquid shares, which are admitted to trading on an organized market
within the meaning of the German Securities Acquisition and Takeover Act (Wert-
papiererwerbs- und Übernahmegesetz—WpÜG) (hereinafter “Exchange Shares”),
against shares of the Company, (hereinafter “Exchange Offer”) or (4) by use of
derivatives (put or call options or a combination of both).
aa) If the acquisition is conducted through a stock exchange, the consideration
paid by the Company for each share of the Company (not including inciden-
tal acquisition costs) may not exceed the market price of one E.ON share in
the XETRA trading (or a comparable successor system), determined in the
opening auction on the trading day at the Frankfurt Stock Exchange, by more
than 10 percent and may not fall below such price by more than 20 percent.
46 Invitation
bb) If the acquisition is conducted through an Acquisition Offer, the Company
may determine either a price or a price range at which it is willing to acquire
the shares.
However,—subject to an adjustment during the offer period—the purchase
price (not including incidental acquisition costs) may not exceed the average
market price of the share of the Company on the Frankfurt Stock Exchange
on the last three exchange trading days prior to the public announcement of
the Acquisition Offer, as determined based on the arithmetic means of the
XETRA trading’s auction closing prices, by more than 10 percent and may not
fall below such price by more than 20 percent. In the event that after the
public announcement of the offer significant variances in the applicable
price occur, the purchase price may be adjusted. In that case, the average
market price of the shares of the Company on the Frankfurt Stock Exchange
on the last three exchange trading days prior to the public announcement of
the adjustment, if any, as determined based on the arithmetic means of the
XETRA trading’s auction closing prices, shall be relevant. The Acquisition Offer
may provide for additional requirements.
In the event that the Acquisition Offer is oversubscribed, the acceptance is to
be effected, as a general rule, in proportion to the respective shares offered.
However, a preferred acceptance of small offers or small portions of offers up
to a maximum of 150 shares may be provided for.
Invitation 47
cc) If the acquisition is conducted through an Exchange Offer, the Company may
determine either an exchange ratio or a respective exchange range at which
it is willing to acquire the shares of the Company. In this regard, a cash con-
sideration may be granted as supplementary purchase price payment or as
compensation for fractional amounts.
Subject to an adjustment during the offer period, the exchange ratio or the
exchange range, respectively, in the form of one or several Exchange Shares
and calculational fractions (in each case including any fractional amounts,
but not including incidental acquisition costs) may not exceed the relevant
value of a share of the Company by more than 10 percent and may not fall
below such value by more than 20 percent. In that case, the basis for the cal-
culation of the exchange ratio or the exchange range, respectively, shall be
the average market price of the Exchange Shares and of the shares of the
Company on the Frankfurt Stock Exchange on the last three exchange trad-
ing days prior to the public announcement of the Exchange Offer, as deter-
mined based on the arithmetic means of the Xetra trading’s auction closing
prices. In the event that after the public announcement significant variances
in the relevant market price of the shares of the Company or, respectively,
the Exchange Shares occur, the exchange ratio or the exchange range may be
adjusted. In that case, the average market prices of the Exchange Shares and
the shares of the Company on the Frankfurt Stock Exchange on the last three
exchange trading days prior to the public announcement of the adjustment,
if any, as determined based on the arithmetic means of the XETRA trading’s
auction closing prices, shall be relevant. The Exchange Offer may provide for
additional requirements.
In the event the Exchange Offer is oversubscribed, the acceptance is to be
effected, as a general rule, in proportion to the respective shares offered.
However, a preferred acceptance of small offers or small portions of offers up
to a maximum of 150 shares may be provided for.
48 Invitation
dd) If the acquisition is conducted using derivatives in the form of put or call
options or a combination thereof, the option transactions must be entered
into with a financial institution or through the stock exchange at terms close
to market conditions, for the determination of which, inter alia, the purchase
price payable upon exercise of the option, the exercise price, shall be taken
into account. In any case, where derivatives in the form of put or call options
or a combination thereof are being used, treasury shares up to a total maxi-
mum of 5 percent of the registered share capital may be acquired. The term
of the respective option may not exceed 18 months and shall end, in any
case, no later than on May 2, 2017. In application, mutatis mutandis, of Sec-
tion 186 para. 3 sentence 4 AktG, the shareholders shall not be entitled to
enter into such option transactions with the Company. The exercise price (not
including incidental acquisition costs, but taking into account the option pre-
mium paid or received, respectively) may not exceed the average market
price of the shares of the Company on the Frankfurt Stock Exchange during
the last three exchange trading days prior to the conclusion of the respective
option transaction, as determined based on the arithmetic means of the
Xetra trading’s auction closing prices, by more than 10 percent and may not
fall below such arithmetic means by more than 20 percent.
These authorizations may be utilized on one or several occasions, in whole or in
partial amounts, in pursuit of one or more objectives by the Company, and also by
affiliated companies or by third parties on the account of the Company or its
group companies.
b) With regard to treasury shares that will be or have been acquired based on the
authorization granted under lit. a) and/or prior authorizations by the General
Meeting of Shareholders, the Board of Management shall be authorized, subject
to the consent of the Supervisory Board and excluding shareholder subscription
rights, to use these shares—in addition to a disposal through a stock exchange or
an offer granting a subscription right to all shareholders—as follows:
Invitation 49
aa) The aforementioned shares of the Company may be sold and transferred
against cash consideration, provided that the selling price is not significantly
lower than the market price of the Company’s shares at the time of the sale
(Section 186 para. 3 sentence 4 AktG). The Board of Management may only
use this authorization in such manner that the sum of the shares disposed of
during the term of this authorization pursuant to this authorization, of the
shares issued utilizing authorized capital against cash contribution and of
the conversion and option rights for shares granted upon issuance of bonds
with conversion or option rights or, respectively, conversion obligations
against cash contribution—in each case excluding shareholder subscription
rights pursuant to Section 186 para. 3 sentence 4 AktG—does not exceed
10 percent of the registered share capital at the time of the passing of the
resolution regarding the disposal of the shares.
bb) The aforementioned shares of the Company may be sold and transferred
against contribution in kind, particularly in the course of mergers or the
acquisition of companies, business units, shareholdings or other assets. A
granting of conversion or subscription rights as well as of purchase options
and a lending of shares in the context of a securities lending transaction
shall also constitute a sale and transfer as defined herein. The aforemen-
tioned shares may further be used for ending or, respectively, for the settle-
ment of valuation proceedings under company law (gesellschaftsrechtliche
Spruchverfahren) of companies affiliated with the Company.
cc) The aforementioned shares of the Company may be used in order to satisfy
the rights of creditors of bonds carrying conversion or option rights or,
respectively, conversion obligations issued by the Company or its group
companies.
dd) The aforementioned shares of the Company may be offered for purchase and
transferred to individuals who are or were employed by the Company or one
of its affiliates.
50 Invitation
These authorizations may be utilized on one or several occasions, in whole or in
partial amounts, separately or collectively by the Company, and also by group com-
panies or by third parties for the account of the Company or the group companies.
c) In addition, the Board of Management is authorized to redeem treasury shares,
without such redemption or its implementation requiring an additional resolution
by the General Meeting of Shareholders.
d) In each case, the Board of Management shall inform the General Meeting about
the reasons for and the purpose of the acquisition of treasury shares, the number
of treasury shares acquired and the amount of the registered share capital attrib-
utable to them, the portion of the registered share capital represented by them
and the equivalent value of the shares.
e) The authorization for the acquisition and use of treasury shares granted by the
General Meeting of Shareholders of May 6, 2010, under Item 7 of the agenda,
which is limited until May 5, 2015, shall be cancelled upon this new authorization
entering into force.
Invitation 51
Notifications and Reports to the General Meeting of Shareholders
Information pursuant to Section 125 para. 1 AktG relating to the members of the Supervi-
sory Board proposed in the Statutes of E.ON SE (Annex to the Conversion Plan)
The candidates nominated for the election as members of the Supervisory Board under
Item 6 of the Agenda are members of the supervisory boards to be established pursuant to
statutory law of the entities set forth below under i) and members of similar supervisory
bodies of the domestic or foreign business enterprises set forth below under ii):
a) Baroness Denise Kingsmill CBE
i) –
ii) • Aprenergy plc
• Betfair plc
• International Consolidated Airlines Group S.A.
• Korn/Ferry International Limited
b) Prof. Dr. Ulrich Lehner
i) • Deutsche Telekom AG (Chairman)
• Henkel Management AG
• Porsche Automobil Holding SE
• ThyssenKrupp AG
ii) • Dr. Oetker KG (Advisory Board)
• Henkel AG & Co. KGaA (Shareholders’ Committee)
• Novartis AG (Administrative Council)
c) René Obermann
i) • T-Systems International GmbH (Chairman)
ii) • T-Mobile US Inc. (Chairman Board of Directors)
d) Dr. Karen de Segundo
i) –
ii) • British American Tobacco plc
• Lonmin plc
• Pöyry Oyj
52 Invitation
e) Dr. Theo Siegert
i) • Deutsche Bank AG
• Henkel AG & Co. KGaA
• Merck KGaA
ii) • DKSH Holding Ltd.
• E. Merck OHG
f) Werner Wenning
i) • Deutsche Bank AG
• HDI V.a.G.
• Talanx AG
ii) • Henkel AG & Co. KGaA (Shareholders’ Committee)
• Freudenberg & Co. KG (Shareholders’ Committee)
g) Bård Mikkelsen (substitute member)
i) –
ii) • Bore Tech AB (Chairman)
• Cermaq ASA (Chairman)
• Clean Energy Invest AS (Chairman)
• Ganger Rolf ASA/Bonheur ASA (Shareholders’ Committee)
• Powel AS (Chairman)
• Saferoad AS
• Store Norske Spitsbergen Kulkompani AS (Chairman)
h) Dr. Georg Freiherr von Waldenfels (substitute member)
i) • Georgsmarienhütte Holding GmbH
ii) • Rothenbaum Sport GmbH (Chairman)
Invitation 53
Report of the Board of Management to the General Meeting of Shareholders pursuant to
Section 203 para. 2 sentence 2 in conjunction with Section 186 para. 4 sentence 2 German
Stock Corporation Act (AktG) on Item 7 of the Agenda
Board of Management and Supervisory Board propose to the General Meeting the creation
of a new authorized capital against contributions in cash and/or in kind in a nominal
amount of €460,000,000 (Authorized Capital 2012) which is intended to replace the cur-
rently existing authorized capital in Section 3 para. 5 of the Articles of Association expiring
on May 5, 2014. The additional authorized capital which is set forth in Section 3 para. 2 of
the Articles of Association of the Company has become obsolete due to the expiry of the
authorization. Accordingly, Section 3 para. 5 of the Articles of Association of the Company is
to be abolished, and thus deleted, and Section 3 para. 2 of the Articles of Association of the
Company is to be amended for the creation of the Authorized Capital 2012.
As a general rule, the shareholders are entitled to a subscription right in the course of the
utilization of the newly proposed Authorized Capital 2012 against contributions in cash. In
order to facilitate the technical processing of the issue, it is intended to make use of the
possibility to issue the shares to a financial institution or a syndicate of financial institu-
tions, subject to the obligation to offer the shares to the shareholders in accordance with
their subscription right (indirect subscription right pursuant to Section 186 para. 5 AktG).
However, the Board of Management is to be authorized, with the approval of the Supervi-
sory Board, to exclude shareholders’ subscription rights in the case of a capital increase
against contributions in cash if the issue price for the new shares is not substantially lower
than the market price, as provided for by Section 186 para. 3 sentence 4 AktG. This authori-
zation enables the Company to take advantage of market opportunities in a quick and flex-
ible manner and to meet any related capital needs on very short notice if necessary. By
excluding the shareholders’ subscription rights, the Company is not only enabled to
respond quickly, but also to place shares at a price close to the market price, i. e. without
the discounts usually necessary in connection with issues where subscription rights are
granted. This way, the Company benefits from higher proceeds from the issue and the inter-
est held by the existing shareholders are diluted to a lesser extent. Furthermore, such
placements may facilitate the access to new investor groups. When utilizing this authoriza-
tion, the Board of Management will determine the discount, within the framework of appli-
cable legal requirements, as small as possible in light of the market conditions existing at
the time of the placement.
The amount of shares issued without subscription rights being granted pursuant to Section
186 para. 3 sentence 4 AktG may not exceed 10 percent of the registered share capital, nei-
ther at the time of this authorization becoming effective, nor—if that amount is the lower
one—at the time of its utilization. Such shares are to be credited to this limit which have
54 Invitation
been issued or are being issued during the term of the Authorized Capital 2012 on the basis
of a respective authorization by the General Meeting of Shareholders in order to satisfy
bonds carrying conversion or option rights or, respectively, conversion obligations, if the
bonds were issued during the term of this authorization with an exclusion of the share-
holders’ subscription rights in application, mutatis mutandis, of Section 186 para. 3 sen-
tence 4 AktG. Besides, such treasury shares also have to be credited to the limit which were
disposed of with an exclusion of the shareholders’ subscription rights in application, muta-
tis mutandis, of Section 186 para. 3 sentence 4 AktG. By these requirements, the protection
of the shareholders against a dilution of their shareholdings is taken into account in accor-
dance with the applicable statutory provisions. Since the issue price of the new shares is
close to the market price and the volume of the placement without subscription rights is
restricted, each shareholder has, in principle, the opportunity to acquire via the stock
exchange the shares necessary to avoid dilution on substantially similar terms. This ensures
that the economic and voting rights of shareholders are adequately protected, in accor-
dance with the statutory rationale of Section 186 para. 3 sentence 4 AktG, when shares are
issued from the authorized capital with an exclusion of subscription rights, while granting
the Company flexibility for the benefit of all of its shareholders.
The exclusion of the shareholders’ subscription rights is further to be authorized in the
case of capital increases against contributions in kind. This enables the Board of Manage-
ment to use shares of the Company on suitable occasions, in particular in connection with
the acquisition of companies or interests in companies or other assets. For example, the
necessity may arise in negotiations to offer consideration in the form of shares rather than
cash. The option to offer shares of the Company as consideration will thus improve the
Company’s competitive position with regard to attractive acquisition targets and increase
its flexibility to take advantage of opportunities for the acquisition of companies or inter-
ests in companies or other assets while maintaining its liquidity levels. Using shares as
acquisition currency may also be advantageous in order to optimize the financing struc-
ture. The Company does not suffer any detriments therefrom, as the issue of shares against
contributions in kind requires that such contributions in kind represent a fair value com-
pared to the value of the shares delivered.
In order to adequately take into account the need of the shareholders for protection
against a dilution of their shareholdings, shares may be issued under the newly proposed
Authorized Capital 2012 (Section 3 para. 2 of the Articles of Association) against contribu-
tion in kind with an exclusion of the shareholders’ subscription right in a maximum amount
of 20 percent of the registered share capital at the time of the becoming effective or—in
the event that this amount is the lower one—at the time of the utilization of this
authorization.
Invitation 55
In addition, the Board of Management is to be authorized, with the approval of the Supervi-
sory Board, to exclude the shareholders’ subscription rights with regard to fractional
amounts. This facilitates the utilization of the authorization by round amounts. This results
in a simplification of the technical handling of an issuance. The new shares which are
excluded from the subscription right as so-called “free fractional amounts” will be sold in a
way most efficient for the Company.
Furthermore, the authorization is to permit an exclusion of the shareholders’ subscription
rights to the extent this is necessary to grant subscription rights for new shares in the
course of capital increases against cash contributions also to holders of bonds carrying
conversion or option rights, if this is provided for in the terms and conditions applicable to
such bonds. Such bonds usually provide for protection against dilution by stipulating that,
instead of a reduction of the option or conversion price, bond holders may be granted sub-
scription rights in subsequent share issues with a subscription right for the shareholders, in
the same manner as shareholders are entitled to subscription rights. Such bond holders are
thus placed in the same position as if they had already exercised their option or conversion
right or had fulfilled a conversion obligation. Compared to a protection against dilution
through a reduction of the option or conversion price, this has the advantage that the Com-
pany can realize a higher issue price for the shares to be issued upon the exercise of a con-
version or option right.
Furthermore, it is proposed that the shareholders’ subscription right may be excluded if the
new shares are intended to be issued to persons in an employment relationship with the
Company or one of its affiliated companies. This is intended to support the participation of
employees in the Company.
Besides, according to the authorization, the total amount of the shares issued with an
exclusion of the subscription right may not exceed 20 percent of the registered share capi-
tal at the time of the becoming effective or—in the event that this amount is the lower one
—at the time of the utilization of this authorization. To this 20-percent limit, such shares
are to be credited which were issued during the term of the Authorized Capital 2012 with
an exclusion of the subscription right pursuant to Section 186 para. 3 sentence 4 AktG as
well as against contributions in kind under the Authorized Capital 2012, as well as such
shares which are to be issued during the term of the Authorized Capital 2012 under bonds
carrying conversion or option rights or, respectively, conversion obligations which were
issued with an exclusion of the shareholders’ subscription right.
56 Invitation
Therefore, if, for example, shares in an amount of 15 percent of the registered share capital
have already been issued from the Authorized Capital 2012 against contributions in kind
with an exclusion of the subscription right, only shares with a maximum amount of 5 per-
cent of the registered share capital may still be issued under the Authorized Capital 2012
against cash contributions with an exclusion of the subscription right pursuant to Section 186
para. 3 sentence 4 AktG. In the event that, in addition, convertible bonds have been issued
in accordance with the proposal for Item 8 a) or b) of the agenda of this General Meeting
of Shareholders with an exclusion of the subscription right in application, mutatis mutandis,
of Section 186 para. 3 sentence 4 AktG, the amount of the registered share capital for which
shares may be issued under this authorization with an exclusion of the subscription right is
reduced accordingly.
The Board of Management will examine carefully in each individual case whether to make
use of the authorization to conduct a capital increase with an exclusion of the sharehold-
ers’ subscription rights. The Board will only use the authorization if, in the assessment of
the Board of Management and the Supervisory Board, this is in the best interest of the
Company and, therefore, of its shareholders.
The Board of Management will report on any utilization of the authorization at the next fol-
lowing General Meeting of Shareholders.
Report of the Board of Management to the General Meeting of Shareholders pursuant to
Sections 221 para. 4 sentence 2, 186 para. 4 sentence 2 German Stock Corporation Act
(AktG) on Item 8 of the Agenda
The proposed authorization for the issue of option or conversion bonds, profit participation
rights or participating bonds, or of a combination of these instruments (“Bonds”), in a total
amount of up to €5 billion as well as for the creation of the related conditional capital of up
to €175,000,000, is intended to expand the options, which are described in more detail below,
available to E.ON AG for the financing of its activities and to grant the Board of Management
access, with the approval of the Supervisory Board, to a flexible and timely financing, which is
in the best interests of the Company, in particular if favorable capital market conditions exist.
As a general rule, the shareholders are entitled to the statutory subscription right for Bonds
carrying conversion or option rights or conversion obligations, respectively (Section 221
para. 4 in conjunction with Section 186 para. 1 AktG). In order to facilitate the technical pro-
cessing of the issue, it is intended to make use of the possibility to issue the Bonds to a
financial institution or a syndicate of financial institutions, subject to the obligation to offer
the Bonds to the shareholders in accordance with their subscription right (indirect sub-
scription right pursuant to Section 186 para. 5 AktG).
Invitation 57
The exclusion of the subscription right for fractional amounts facilitates the utilization of
the authorization sought by round amounts. This simplifies the technical processing of the
shareholders’ subscription right. The exclusion of the subscription right for the benefit of
holders of conversion or option rights or conversion obligations that already have been
issued has the advantage that the conversion or option price for the conversion or option
rights or conversion obligations that already have been issued does not have to be reduced
and that, thus, a higher total inflow of funds can be achieved. Therefore, both cases of the
exclusion of the subscription right are in the best interests of the Company and its
shareholders.
The Board of Management is further authorized, upon the approval of the Supervisory
Board, to exclude the subscription right of the shareholders in its entirety, if the issue of
the Bonds carrying option or conversion rights or conversion obligations is made at an
issue price which is not significantly lower than the market price of these Bonds. This
awards the Company the opportunity to quickly and flexibly make use of market opportuni-
ties and to obtain better conditions for the determination of the interest rate and the issue
price of the Bonds by stipulating terms and conditions which are closer to the market envi-
ronment. A stipulation of terms and conditions that are closely related to the market envi-
ronment and a smooth placement would not be possible if the subscription right had to be
observed. Section 186 para. 2 AktG allows for a publication of the subscription price (and,
thus, the terms and conditions of these Bonds) until the third-last day of the subscription
period. However, given the often observable volatility of the equity markets, there still
exists a market risk for several days, leading to discounts when determining the terms and
conditions of the Bonds and hence resulting in terms that are not close to market condi-
tions. Furthermore, if the subscription rights are granted, a successful placement with third
parties is put at risk or entails additional efforts, given the uncertainty regarding the exer-
cise of the subscription right (subscription behavior). Finally, when granting subscription
rights, the Company is unable to react to changes in market conditions on short notice
because of the duration of the subscription period, but is exposed to declining stock prices
during the subscription period which may lead to the Company procuring financing on
unfavorable terms.
Pursuant to Section 221 para. 4 sentence 2 AktG, the provision in Section 186 para. 3 sen-
tence 4 AktG applies accordingly to this case of an exclusion of the subscription right in its
entirety. According to the content of the resolution, the limit stipulated in this provision for
the exclusion of the subscription right of 10 percent of the registered share capital has to
be complied with. The maximum volume of the conditional capital to be made available for
securing the option or conversion rights or, respectively, the conversion obligations is less
than 10 percent of the current registered share capital. It is also ensured by means of a
respective stipulation in the authorization resolution that the 10-percent limit is neither
exceeded in the case of a capital reduction, since it is expressly prohibited for the
58 Invitation
authorization to exclude the subscription right to exceed an amount of 10 percent of the
registered share capital, both at the time of the becoming effective and—in the event that
this amount is the lower one—at the time of the utilization of this authorization. Such new
shares are to be counted towards the aforementioned 10-percent limit which during the
term of this authorization are issued from an authorized capital with an exclusion of sub-
scription rights pursuant to Section 186 para. 3 sentence 4 AktG.
Furthermore, such shares are also to be deducted which are acquired on the basis of an
authorization granted by the General Meeting of Shareholders and are disposed of with an
exclusion of the subscription right pursuant to Section 71 para. 1 no. 8 sentence 5 in con-
junction with Section 186 para. 3 sentence 4 AktG. Besides, the total amount of the shares
issued against contributions in cash or in kind with an exclusion of the subscription right
may not exceed 20 percent of the registered share capital at the time of the becoming
effective or—in the event that this amount is the lower one—at the time of the utilization
of this authorization. To this 20-percent limit, such shares are to be credited which are to be
issued under Bonds that were issued under this authorization with an exclusion of the
shareholders’ subscription right. Furthermore, such shares are to be credited which are
issued under authorized capital with an exclusion of the subscription right against contri-
butions in kind as well as pursuant to Section 186 para. 3 sentence 4 AktG. This restriction
goes beyond the applicable statutory requirements and provides an effective protection of
the shareholders against a dilution of their shareholdings.
Section 186 para. 3 sentence 4 AktG further stipulates that in the case of a capital increase
the issue price may not be significantly lower than the market price. This provision is
intended to ensure that no significant economic dilution of the value of the shares occurs.
Whether or not such dilution effect occurs in the event of an issue of Bonds carrying option
or conversion rights or conversion obligations without granting subscription rights may be
determined by calculating, for this purpose, the hypothetical market price of the Bonds in
accordance with generally accepted, especially financial mathematical, methods and com-
paring it to the issue price of the Bond. If in the process of a duly conducted examination
this issue price is found to be only insignificantly lower than the hypothetical market price
at the time of the issue of the Bonds, the exclusion of the subscription right is permissible
in accordance with the rationale and purpose of the provision in Section 186 para. 3 sen-
tence 4 AktG, because the deduction is merely insignificant. Therefore, the authorization
resolution stipulates that, prior to the issue of Bonds carrying option or conversion rights
or conversion obligations, the Board of Management upon a duly conducted examination
comes to the conclusion that the intended issue price does not lead to a significant dilu-
tion of the value of the shares. This would result in the calculational value of a subscription
right being close to zero, thus ensuring that the shareholders will not suffer any material
economic disadvantages from the exclusion of the subscription rights. Independently from
this examination conducted by the Board of Management, a determination of terms and
Invitation 59
conditions which are closely related to market conditions—and thus the avoidance of a sig-
nificant dilution of the value—is ensured in cases where a bookbuilding procedure is con-
ducted. In the course of this procedure, the terms of the Bonds are stipulated on the basis
of the purchasing orders submitted by investors, thus leading to a determination of a total
value of the Bonds which is close to market conditions. All this ensures that the exclusion
of the subscription right does not lead to a significant dilution of the value of the shares.
Besides, also after the exercise of conversion or option rights or the occurrence of conver-
sion obligations shareholders have the opportunity, at any time, to maintain the extent of
their portion of the share capital of the Company by acquiring shares through the stock
market. In contrast, the authorization to exclude the subscription right facilitates the deter-
mination of terms and conditions close to market conditions, the highest possible extent of
security regarding a placement with third parties and the utilization of favorable market
situations at short notice by the Company.
To the extent that it is intended to issue profit participation rights or participating bonds
without option or conversion rights or, as the case may be, conversion obligations, the
Board of Management is authorized, with the approval of the Supervisory Board, to exclude
the shareholders’ subscription right in its entirety if the terms and conditions applicable to
such profit participation rights or participating bonds are similar to obligatory relation-
ships, i.e. if they do not confer any membership rights in the Company, grant no right to
participate in the liquidation proceeds and the interest rate is not calculated on the basis
of the amount of the net income, balance sheet profits or dividend. In addition, it is
required that the interest rate and the issue price of the profit participation rights or par-
ticipating bonds have to correspond to current market conditions at the time of the issue.
If the aforementioned requirements are fulfilled, the exclusion of the subscription right
does not cause any detriments for the shareholders, since the profit participation rights or
participating bonds, respectively, do not confer any membership rights and do not grant
any entitlement to the liquidation proceeds or the profits of the Company.
Report of the Board of Management to the General Meeting of Shareholders pursuant to
Section 71 para. 1 no. 8 in conjunction with Section 186 para. 4 sentence 2 German Stock
Corporation Act (AktG) on Item 9 of the Agenda
The authorization is intended to give the Company the option to continue acquiring trea-
sury shares and to redeem these in order to reduce any possibly oversized equity base, to
use them in acquisitions for the direct or indirect payment of the purchase price, or for the
satisfaction of claims of creditors of bonds carrying conversion or option rights or conver-
sion obligations as well as for allotting these shares to employees of the Company or of
enterprises affiliated with the Company, or to resell them.
60 Invitation
In its decision on the use of the treasury shares, the Board of Management will solely be
guided by the interests of the shareholders and of the Company. The Board of Management
will report to the General Meeting on any utilization of the proposed authorization.
In respect of the various possibilities for acquisition and disposal under the proposed
authorization, the following details should be noted:
Acquisition through an acquisition offer or an exchange offer
In addition to acquiring shares through the stock exchange, it is intended that the Com-
pany also be granted the option to acquire treasury shares through a public offer to be
addressed to the Company’s shareholders for the purchase or for the exchange of the Com-
pany’s shares against other shares held by the Company. Besides, the acquisition may also
be effected by means of a public solicitation to the shareholders to submit respective
offers. For the Company, the public exchange offer constitutes an attractive alternative to
other forms of acquiring treasury shares. Thereby, the Company is provided with a larger
degree of flexibility. At the same time, it is enabled to place shareholdings held by it with a
wide range of investors. In order to determine an exchange ratio that is widely accepted in
the market, shareholders may be asked to submit offers for an exchange within the frame-
work of a range set by the Company.
When acquiring treasury shares through a public acquisition or exchange offer, the princi-
ple of equal treatment has to be observed. In the event that a public acquisition or
exchange offer is oversubscribed, the acceptance is to be effected in proportion to the
respective shares offered. However, it should be permissible to provide for a preferred
acceptance of small offers or small portions of offers up to a maximum of 150 shares. This
option is intended to avoid fractional amounts when determining acquisition quotas and
small remainders, which makes technical processing easier. This is intended to apply muta-
tis mutandis in the event the Company publicly solicits shareholders to submit offers and
more shares are offered than the Company is willing to acquire.
Acquisition through derivatives (put or call options)
The authorization further provides that derivatives in the form of put or call options or a
combination thereof may be used for the purpose of acquiring treasury shares. In this
regard, where derivatives in the form of put or call options or a combination thereof are
being used, treasury shares up to a total maximum of 5 percent of the registered share
capital may be acquired. By means of these additional alternative courses of action, the
Company expands its possibilities for structuring the acquisition of treasury shares in an
optimal manner. The Board of Management intends to use put and call options only as a
supplement to the conventional repurchase of shares.
Invitation 61
It may be advantageous for the Company to sell put options or to acquire call options
instead of acquiring shares of the Company directly.
When granting a put option, the Company grants to the acquirer of the put option the right
to sell shares of the Company to the Company at a price stipulated in the put option (exer-
cise price). As a so-called writer (Stillhalter), the Company is obliged to acquire the number
of shares stipulated in the put option at the exercise price if the put option is exercised. As
consideration, the Company receives an option premium in return when granting the put
option.
Exercising the put option is economically sensible for its holder if the market price of the
Company’s share is lower than the exercise price. If the put option is exercised, the liquidity
outflow occurs on the exercise date. The option premium paid by the acquirer of the put
option reduces the total consideration paid by the Company for the acquisition of the
share. If the option is not exercised, the Company is unable to acquire treasury shares in
this manner. However, it still retains the option premium received on the day on which the
option was granted. When acquiring a call option, the Company receives the right against
payment of an option premium, to purchase a previously determined number of shares at a
previously determined price (exercise price) from the seller of the option, the writer (Still-
halter). The Company thus purchases the right to acquire treasury shares. Exercising the
call option is economically sensible for the Company if the market price of the Company’s
share is higher than the exercise price, as it is then able to purchase the shares from the
writer at the lower exercise price. By acquiring call options, the Company is able to hedge
itself against rising share prices. In addition, the Company’s liquidity is spared, since the
fixed acquisition price for the shares must be paid only when the call option is exercised.
The term of an individual option may not exceed a period of 18 months from the date of
the conclusion of the agreement and ends, in any event, together with the term of the
authorization, i.e. on May 2, 2017.
The purchase price (not including incidental acquisition costs, but taking into account the
option premium paid or received, respectively) paid for the acquisition of the shares by the
Company when exercising the options may not exceed the average market price of the
shares of the Company on the Frankfurt Stock Exchange during the last three exchange
trading days prior to the conclusion of the respective option transaction, as determined
based on the arithmetic means of the Xetra trading’s auction closing prices, by more than
10 percent and may not fall below such arithmetic means by more than 20 percent.
62 Invitation
The option transactions described herein are to be concluded with a financial institution or
through the stock exchange. The right of the shareholders to conclude such option transac-
tions with the Company is excluded in application, mutatis mutandis, of Section 186 para. 3
sentence 4 AktG. Thereby, the management is enabled—in contrast to cases where an offer
for the acquisition of the options is made to all shareholders—to conclude option transac-
tions at short notice. By virtue of the determination of the option premium and the exer-
cise price described above, the shareholders are not negatively affected economically by
the acquisition of treasury shares using put and call options. Since the Company receives
or, respectively, pays a fair market price, the shareholders not participating in the option
transactions do not lose any value. This is equivalent in effect to the position of the share-
holders in the case of a repurchase of shares through the stock exchange, where not all
shareholders are actually able to sell shares to the Company. Insofar, the requirements of
Section 186 para. 3 sentence 4 AktG are fulfilled, according to which an exclusion of sub-
scription rights is justified if the economic interests of the shareholders are safeguarded
due to a price determination which is close to market conditions.
Resale of the acquired shares at a price close to market conditions
With regard to the resale of acquired treasury shares, the authorization provides that the
subscription right may be excluded in accordance with Section 186 para. 3 sentence 4 AktG.
In this regard, the selling price will closely reflect the respective current stock exchange
price and will only insignificantly fall below it, if at all.
This exclusion of the subscription right provided for by statutory law (Section 186 para. 3
sentence 4 AktG) serves the interest of the Company to be able, for example, to sell trea-
sury shares to new shareholder groups at home and abroad. In this respect, opportunities
may arise, in particular, under the current conditions of the respective stock markets, which
have to be seized quickly, flexibly, and in a cost-efficient manner.
The Board of Management will only use this authorization in such manner that the sum of
the shares disposed of during the term of this authorization pursuant to this authorization,
of the shares issued utilizing authorized capital against cash contribution and of the con-
version and option rights for shares granted upon issuance of bonds with conversion or
option rights or, respectively, conversion obligations against cash contribution—in each
case excluding shareholder subscription rights pursuant to Section 186 para. 3 sentence 4
AktG—does not exceed 10 percent of the registered share capital at the time of the pass-
ing of the resolution regarding the disposal of the shares.
Invitation 63
Resale of the acquired shares against, inter alia, consideration in kind
The authorization further provides for an exclusion of subscription rights to allow the
shares to be disposed of directly or indirectly against consideration in kind, including, in
particular, in the course of mergers or for the acquisition of companies, business units,
shareholdings or other assets. The Company is faced with increasing global competition
also when acquiring companies. This international competition as well as the globalization
of the economy increasingly require companies to be in a position to use treasury shares as
consideration for planned acquisitions. The authorization proposed herein provides the
Company with the required flexibility in order to be able to quickly and flexibly acquire
companies or shareholdings therein in exchange for treasury shares without the need for
capital measures. The authorization further provides that treasury shares may be used for
ending or, respectively, for the settlement of valuation proceedings under company law
(gesellschaftsrechtliche Spruchverfahren). This provides the Company with more flexibility
in order to settle such proceedings.
Resale of acquired shares in connection with convertible and option bonds as well as to
employees
Furthermore, the authorization provides that treasury shares may be used, with an exclu-
sion of the shareholder subscription right, in order to satisfy conversion or option rights or,
respectively, conversion obligations of creditors of bonds issued by the Company or its
group companies. This may be useful in the course of a capital increase in order to use trea-
sury shares, in whole or in part, for the fulfillment of conversion or option rights or, respec-
tively, for the fulfillment of the conversion obligations. In this regard, it has to be taken into
account that, as a general rule, subject to the adoption of deviating resolutions by the Gen-
eral Meeting, the bonds themselves may only be issued in observance of the shareholders’
subscription right, with the consequence that, indirectly, the shareholder subscription right
is preserved.
Besides, acquired treasury shares may—while excluding the shareholders’ subscription
right—be offered for acquisition to current or former employees of the Company or of
enterprises affiliated with it. In the context of stock-based compensation plans, they may
also be used for transfer to the aforementioned employees.
64 Invitation
Redemption of treasury shares
Finally, the treasury shares may be redeemed by the Company without any further resolu-
tion of the General Meeting of Shareholders being required. The Board of Management will
only make use of this authorization if it believes after diligent consideration of all relevant
issues that the redemption of the treasury shares is in the interest of the Company and,
thus, of its shareholders.
Total Number of Shares and Voting Rights
At the time of the calling of the General Meeting of Shareholders, the total registered
share capital of the Company is comprised of 2,001,000,000 no-par value registered shares
(shares without nominal amount). Of these shares, 1,905,470,135 shares are currently enti-
tled to voting rights, since the voting rights vested in 95,529,865 shares that are currently
held by or attributed to the Company as treasury shares may not be exercised.
Requirements for the Attendance at the General Meeting of Shareholders
and the Exercise of Voting Rights
Only those shareholders are entitled to participate in the General Meeting of Shareholders
and to exercise their voting rights who have registered in due time and for whom the reg-
istered shares are registered in the share register. For the exercise of the right to attend
and vote, the shareholdings recorded in the share register at the end of April 26, 2012, are
relevant.
The registration for the General Meeting of Shareholders does not result in the shares
being blocked; the shareholders are still free to make dispositions in respect of the shares
after registration.
The registration for attendance has to be received by the Company until no later than the
expiry of April 26, 2012, at the following address
Hauptversammlung E.ON AG
c/o ADEUS Aktienregister-Service-GmbH
20672 Hamburg
Facsimile: +49 (0)69 25627049
Invitation 65
or electronically using the password-protected Online Service for the General Meeting of
Shareholders under
www.eon.com/hv-service
Shareholders wishing to register for the General Meeting of Shareholders using the Online
Service need their shareholder number and the corresponding access password for this
purpose. Those shareholders who have already registered for the e-mail distribution of the
invitation to the General Meeting of Shareholders will receive their shareholder number
together with the invitation e-mail for the General Meeting of Shareholders and have to
use the access password chosen by them in the course of the registration process. The
employees who are shareholders and are registered for the e-mail distribution with respect
to the General Meeting of Shareholders will receive their shareholder number and their
access password in a separate letter. All other shareholders registered in the share register
will receive their shareholder number and their access password by mail together with the
invitation letter for the General Meeting of Shareholders.
Procedure for Voting by Proxy
Shareholders may also have their voting right exercised by proxies. The granting of the
power of attorney, its revocation and the provision of evidence vis-à-vis the Company for
the granting of the power of attorney have to be made in text form. The provision of evi-
dence of the appointment of a proxy may be transmitted to the Company electronically
under the e-mail address hv-service@eon.com.
Credit institutions, shareholder associations and persons who have equal status pursuant to
Section 135 para. 8 AktG may stipulate a different procedure of their own for the appoint-
ment of proxies. Therefore, we ask shareholders to contact the person to be appointed in
time with regard to any special form of power of attorney that may be required by the latter.
In addition, we offer to our shareholders to grant, already prior to the General Meeting of
Shareholders, power of attorney to proxy holders designated by the Company by using the
form sent to the shareholders. These proxy holders will cast their votes in accordance with
the instructions given by the shareholders. In the event that individual ballots are con-
ducted in respect of an Item of the Agenda, any instruction issued in this regard will apply
accordingly in respect of each individual Sub-Item.
66 Invitation
As a special service for the shareholders, there is the additional option to conduct, via the
Online Service of the Company under www.eon.com/hv-service, the authorization of the
proxy holders designated by the Company as well as of credit institutions or shareholder
associations participating in the Online Service. Such an authorization using the Online Ser-
vice may be granted until the end of April 26, 2011. In addition, instructions given using the
Online Service may still be changed via the Online Service on the day of the General Meet-
ing of Shareholders, i.e. until May 3, 2012, no later than until 12:00 noon, but in no case after
the relevant casting of votes has commenced. Finally, shareholders may also grant a power
of attorney to other persons via the Online Service by ordering an entrance ticket for them.
The Company will issue the entrance ticket accordingly.
In order to use the Online Service for the authorization of proxies, shareholders generally
need their shareholder number and the corresponding access password.
In all cases of the authorization of proxies, a timely registration and a timely granting of
the power of attorney has to be ensured by the shareholder or the proxy. Shareholders will
receive a form for the granting of a power of attorney together with the invitation to the
General Meeting of Shareholders. A form for the granting of a power of attorney may also
be requested from Hauptversammlung E.ON AG c/o ADEUS Aktienregister-Service-GmbH,
20672 Hamburg.
Registered holders of American Depositary Shares (ADS) receive the documents for the
granting of a power of attorney from JPMorganChase Bank (Depositary).
Rights of the Shareholders
(1) Request for Supplementing the Agenda of the General Meeting of Shareholders,
Section 122 para. 2 German Stock Corporation Act (AktG)
Shareholders whose shares, in the aggregate, represent a proportionate amount of the reg-
istered share capital of €500,000 (equaling 500,000 shares) may request pursuant to Sec-
tion 122 para. 2 AktG that certain items be included in the agenda of the meeting and be
published. Any new item for the agenda has to be accompanied by a stating of reasons or
a resolution proposal. The request has to be addressed to the Board of Management of the
Company in writing. It has to be received by the Company at least 30 days prior to the
meeting, i.e. no later than the end of April 2, 2011.
Invitation 67
Any requests for supplementing the agenda have to be sent in writing to the following
address:
E.ON AG
– Board of Management –
E.ON-Platz 1
40479 Düsseldorf
Any supplements to the agenda of the meeting that have to be published will—to the
extent that they have not already been published together with the calling of the meeting
—upon receipt of the request immediately be announced in the electronic Federal Gazette
and published in the Internet under www.eon.com/hv-2012.
(2) Countermotions and election proposals, Sections 126 para. 1, 127 AktG
Pursuant to Section 126 para. 1 AktG, any shareholder is entitled to send to the Company
countermotions regarding the resolution proposals for the Items of the Agenda. If it is
intended that the countermotions are made accessible by the Company, they have to be
sent to the following address until no later than 14 days prior to the meeting, i.e. until no
later than the end of April 18, 2012:
E.ON AG
– Board of Management –
E.ON-Platz 1
40479 Düsseldorf
Facsimile: +49 (0)211 4579-446
Countermotions that are addressed differently will not be made accessible.
Subject to Section 126 paras. 2 and 3 AktG, countermotions from shareholders that are to
be made accessible will be published in the Internet under www.eon.com/hv-2012, includ-
ing the name of the shareholder and the reasons stated therefore, as well as the com-
ments from the management of the Company, if any.
Pursuant to Section 127 AktG, the above provisions also apply, mutatis mutandis, to a share-
holder’s proposal for the election of members of the Supervisory Board (provided that this
is an Item of the Agenda of the annual General Meeting of Shareholders) and of auditors.
However, no reasons have to be stated in respect of proposals of this kind. In addition to
the reasons stipulated in Section 126 para. 2 AktG, the Board of Management is further not
obliged to make an election proposal accessible, amongst other things, if the proposal does
68 Invitation
not contain the name, practiced profession and place of residence of the candidate. Pro-
posals for the election of members of the Supervisory Board do not require to be made
accessible also if they do not include information regarding the membership of the pro-
posed candidates for the Supervisory Board in other supervisory boards which are to be
established pursuant to statutory law as defined in Section 125 para. 1 sentence 5 AktG.
(3) Right to Information, Section 131 para. 1 AktG
To the extent this is necessary for the appropriate assessment of the Item of the Agenda,
the Board of Management is obliged upon request to provide to each shareholder informa-
tion in the General Meeting regarding the affairs of the Company. This obligation to provide
information also includes the legal and business relationships of the Company with affili-
ated enterprises as well as the situation of the Company and the enterprises included in
the consolidated financial statements.
Additional Explanations
Further information regarding the rights of shareholders pursuant to Sections 122 para. 2,
126 para. 1, 127 and 131 para. 1 AktG may be obtained from the internet under
www.eon.com/hv-2012.
Publishing on the Company Website
Promptly after the calling of the General Meeting of Shareholders, the information pursuant to
Section 124a AktG will be available from the Company website under www.eon.com/hv-2012.
Broadcasting of the General Meeting of Shareholders in the Internet
It is intended to broadcast the General Meeting of Shareholders in the internet until the
commencement of the general debate.
Düsseldorf, March 2012
The Board of Management
Please note:
The invitation for this year’s General Meeting of Shareholders was published in the elec-
tronic Federal Gazette on March 21, 2012.
Only the German version of this invitation to the General Meeting of Shareholders is legally
binding.
Financial Calendar
May 3, 2012 2012 General Meeting of Shareholders
May 4, 2012 Dividend Payout
May 9, 2012 Interim Report: January – March 2012
August 13, 2012 Interim Report: January – June 2012
November 13, 2012 Interim Report: January – September 2012
March 13, 2013 Release of the 2012 Annual Report
May 3, 2013 2013 General Meeting of Shareholders
May 6, 2013 Dividend Payout
May 8, 2013 Interim Report: January – March 2013
August 13, 2013 Interim Report: January – June 2013
November 13, 2013 Interim Report: January – September 2013
Information: Questions about the
General Meeting of Shareholders:
E.ON AG
E.ON-Platz 1 E.ON Hotline
40479 Düsseldorf T +49 1802-302900
T +49 211 - 4579 - 0 Additional information:
F +49 211 - 4579 - 501
info@eon.com Media Relations
www.eon.com T +49 211 - 4579 -453
presse@eon.com
Creditor Relations
T +49 211 - 4579 -563
creditorrelations@eon.com
Production: Jung Produktion, Düsseldorf
Typesetting & lithography: Addon Technical Solutions, Düsseldorf
Printing: kuncke druck GmbH, Ahrensburg
