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Essen,
06
October
2016

Placement price of EUR 36 per innogy share at the top end of the price range

Summary

- The offer was several times oversubscribed at the placement price

innogy generates proceeds of EUR 2.0 billion for future-oriented investments

- RWE receives proceeds of EUR 3.0 billion from placement of existing innogy shares (including EUR 0.5 billion from potential greenshoe)

- Total issue volume EUR 5.0 billion (including greenshoe)

- RWE remains innogy’s majority shareholder with stake of 75 per cent (including greenshoe)

- First day of trading on Frankfurt Stock Exchange 7 October 2016

innogy SE has put in a successful final sprint to finish its IPO: The Executive and Supervisory Boards of RWE AG ("RWE") and innogy SE ("innogy") today fixed the placement price for the shares of innogy at EUR 36 per share. The price thus represents the top end of the price range. The offer was several times oversubscribed at the placement price.

In total, 138.9 million innogy shares have been placed widely spread with new investors, equalling an issue volume of EUR 5.0 billion (including greenshoe). Consequently, innogy managed to conduct the largest IPO in Germany for close to 20 years – Deutsche Telekom, Deutsche Post and Infineon were the only issuers to achieve higher issue volumes before. innogy generates proceeds of EUR 2.0 billion via the IPO. The company intends to predominantly use this for investments in its core business areas. RWE receives proceeds of EUR 3.0 billion from the sale of existing innogy shares (including EUR 0.9 billion resulting from the execution of the upsize option and EUR 0.5 billion resulting from a potential execution of the greenshoe option). Based on the total number of 555,555,000 shares and the placement price, innogy’s market capitalization is EUR 20.0 billion.

"Investors’ interest in innogy is pleasing. This is strong proof of our unique, future-oriented business model. We plan to capitalize on the tailwind of the IPO to further strengthen our position as an innovative European energy company," says Peter Terium, at present Chief Executive Officer of RWE and innogy. "At the same time, the innogy IPO provides RWE with financial stability and a strong basis to fulfil the important role it has always held in the energy system. We therefore consider the IPO a triple success: for innogy, for RWE and for the shareholders."

RWE remains innogy’s majority shareholder post IPO with a stake of 75 per cent (including over-allotment) and the holdings in innogy will be managed purely as a financial investment. Tomorrow, on 7 October 2016, innogy shares will start trading on the Prime Standard sub-segment of the regulated market of the Frankfurt Stock Exchange for the first time under International Securities Identification Number (ISIN) DE000A2AADD2 and securities identification number (WKN) A2AADD.

 

Important Note

This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state of the United States, and may not be offered, sold or otherwise transferred in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither innogy SE (the "Company") nor one of its shareholders, including RWE AG ("RWE"), intends to register any securities referred to herein in the United States.

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer was made exclusively through and on the basis of a prospectus that was published in Germany and Luxembourg as supplemented by additional information related to the offer outside of Germany and Luxembourg. The prospectus is available free of charge at innogy SE, Opernplatz 1, 45128 Essen as well as on the internet on the Company's website.

No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.

This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management, and are based on information currently available to the management. Words such as "anticipate","believe", "estimate", "intend", "may", "will", "expect", "plan", "project", "should" and similar expressions are intended to identify forward-looking statements. Forward-looking statements shall not be construed as a promise for the materialization of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in general economic and social environment, business, political and legal conditions, fluctuating currency exchange rates and interest rates, price and sales risks associated with a market environment in the throes of deregulation and subject to intense competition, changes in the price and availability of raw materials, risks associated with energy trading (e.g., risks of loss in the case of unexpected, extreme market price fluctuations and credit risks resulting in the event that trading partners do not meet their contractual obligations), actions by competitors, application of new or changed accounting standards or other government agency regulations, changes in, or the failure to comply with, laws or regulations, particularly those affecting the environment and water quality (e.g., introduction of a price regulation system for the use of power grid, creating a regulation agency for electricity and gas or introduction of trading in greenhouse gas emissions), changing governmental policies and regulatory actions with respect to the acquisition, disposal, depreciation and amortisation of assets and facilities, operation and construction of plant facilities, production disruption or interruption due to accidents or other unforeseen events, delays in the construction of facilities, the inability to obtain or to obtain on acceptable terms necessary regulatory approvals regarding future transactions, the inability to integrate successfully new companies within the innogy SE Group to realise synergies from such integration and finally potential liability for remedial actions under existing or future environmental regulations and potential liability resulting from pending or future litigation. Any forward-looking statement speaks only as of the date on which it is made. Neither the Company, RWE nor any of their affiliates intend to or assume any obligation to update these forward-looking statements.

The Underwriters are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any other matter referred to herein.

In connection with the Offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and may otherwise deal for their own accounts. Accordingly, references in the Prospectus, once published, to the securities being issued should be read as including any issue or offer to the Underwriters and any of their affiliates acting as investors for their own accounts. In addition certain of the Underwriters or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to the Company the Selling Shareholder, or their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.