EONGY / E.ON SE - Depositary Receipt (Common Stock) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rule 466 Certification

Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: (i) That it previously had filed a registration statement on Form F-6 (Registration No. 333-200698), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement; and (ii) That its ability

AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT

Exhibit (a)(i) AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 21, 2015 (the “Amendment”), by and among E.ON SE, a company organized and existing under the laws of the Federal Republic of Germany (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS E.ON SE (Exact name of issuer of deposited securities as spe

As filed with the Securities and Exchange Commission on August 21, 2025 Registration No.

Exhibit (d)

Exhibit (d) August 21, 2025 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the Uni

INNOGY FINANCE B.V. E.ON INTERNATIONAL FINANCE B.V. ANNOUNCE IMPLEMENTATION OF EXTRAORDINARY RESOLUTIONS

EX-1.13 Exhibit 1.13 The Consent Solicitations are made with regard to the Notes of innogy Finance B.V., a private company with limited liability (besloten vennotschap) incorporated under Dutch law, guaranteed by innogy SE, a European Company (Societas Europaea) organised in the Federal Republic of Germany under German and European laws and are subject to German disclosure and procedural requireme

- CB/A

CB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 5) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

E.ON International Finance B.V. · Kabelweg 37 · 1014 BA Amsterdam · The Netherlands

EX-1.14 E.ON International Finance B.V. · Kabelweg 37 · 1014 BA Amsterdam · The Netherlands To the Holders of Notes issued by E.ON International Finance B.V. c/o Luxembourg Stock Exchange 11, av de la Porte-Neuve L-2227 Luxembourg Luxembourg November 25, 2020 Announcement pursuant to Article 15 (2) of the law of January 11, 2008 concerning transparency requirements for issuer of transferable secur

E.ON has successfully implemented the transfer of approximately €11.5 billion of innogy bonds

EX-1.16 Press Release E.ON has successfully implemented the transfer of approximately €11.5 billion of innogy bonds • Holders of innogy bonds had been offered E.ON SE as new debtor or guarantor • 99.95 percent of all innogy bonds have successfully been transferred in Germany’s largest liability management ever • E.ON has now fully centralized innogy’s financing activities as part of the integratio

E.ON schließt die Übertragung von innogy Anleihen in Höhe von rund 11,5 Milliarden Euro erfolgreich ab

EX-1.15 Pressemitteilung E.ON schließt die Übertragung von innogy Anleihen in Höhe von rund 11,5 Milliarden Euro erfolgreich ab • Inhabern von innogy Anleihen wurde E.ON SE als neuer Schuldner oder Garant angeboten • 99,95 Prozent aller innogy Anleihen wurden erfolgreich in Deutschlands bisher größtem Liability Management übertragen • E.ON hat jetzt die Finanzierungsaktivitäten von innogy im Rahme

E.ON International Finance B.V.

EX-1.12 Exhibit 1.12 E.ON International Finance B.V. · Kabelweg 37 · 1014 BA Amsterdam · The Netherlands E.ON International Finance B.V. To the Holders of Notes issued by Office address: E.ON International Finance B.V. Kabelweg 37 1014 BA Amsterdam The Netherlands c/o Luxembourg Stock Exchange T +31-20-475-2235 11, av de la Porte-Neuve F +31-20-4421-346 L-2227 Luxembourg Luxembourg November 4, 202

INNOGY FINANCE B.V. E.ON INTERNATIONAL FINANCE B.V. ANNOUNCE IMPLEMENTATION OF EXTRAORDINARY RESOLUTIONS

EX-1.11 Exhibit 1.11 The Consent Solicitations are made with regard to the Notes of innogy Finance B.V., a private company with limited liability (besloten vennotschap) incorporated under Dutch law, guaranteed by innogy SE, a European Company (Societas Europaea) organised in the Federal Republic of Germany under German and European laws and are subject to German disclosure and procedural requireme

- CB/A

CB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 4) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Off

- CB/A

CB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 3) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Off

innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands / Niederlande, 12 October/ 12. Oktober 2020 ANNOUNCEMENT OF THE EXTRAORDINARY RESOLUTIONS PASSED AT NOTEHOLDER MEETINGS PURSUANT TO SECTION 17 SCHVG Bekanntmachung über die Beschlussfassung in Glä

EX-1.9 Exhibit 1.9 innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands / Niederlande, 12 October/ 12. Oktober 2020 ANNOUNCEMENT OF THE EXTRAORDINARY RESOLUTIONS PASSED AT NOTEHOLDER MEETINGS PURSUANT TO SECTION 17 SCHVG Bekanntmachung über die Beschlussfassung in Gläubigerversammlungen gemäß § 17 SchVG by / von INNOGY FINANCE B.V. to holders of its outstanding / an Gläubiger ihrer ausstehenden E

*** innogy Finance B.V. announces final results of Consent Solicitations via Citi/ NatWest Markets ***

EX-1.10 Exhibit 1.10 *** innogy Finance B.V. announces final results of Consent Solicitations via Citi/ NatWest Markets *** 12-Oct-20 – innogy Finance B.V. announced today the separate adjourned Noteholder Meeting results of August 2021 Notes and April 2025 Notes in reference to the invitations dated 16 September 2020 published by the Existing Issuer (the “Invitations”) and the Noteholder Meetings

innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands

EX-1.8 Exhibit 1.8 innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands This Invitation is made with regard to the Notes of innogy Finance B.V, a private company with limited liability (besloten vennotschap) incorporated under Dutch law, guaranteed by innogy SE, a European Company (Societas Europaea) organised in the Federal Republic of Germany under German and European laws and are subject to Ge

innogy Finance B.V. ANNOUNCEMENT OF RESULTS OF CONSENT SOLICITATION/ VOTES WITHOUT MEETING

EX-1.6 Exhibit 1.6 The Consent Solicitations are made with regard to the Notes of innogy Finance B.V, a private company with limited liability (besloten vennotschap) incorporated under Dutch law, guaranteed by innogy SE, a European Company (Societas Europaea) organised in the Federal Republic of Germany under German and European laws and are subject to German disclosure and procedural requirements

- CB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 2) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exc

innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands

EX-1.7 Exhibit 1.7 innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands This Invitation is made with regard to the Notes of innogy Finance B.V, a private company with limited liability (besloten vennotschap) incorporated under Dutch law, guaranteed by innogy SE, a European Company (Societas Europaea) organised in the Federal Republic of Germany under German and European laws and are subject to Ge

- CB/A

CB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (Amendment No. 1) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

*** innogy Finance B.V. announces results of Consent Solicitations/ Votes Without Meeting via Citi/ NatWest Markets ***

EX-1.5 Exhibit 1.5 *** innogy Finance B.V. announces results of Consent Solicitations/ Votes Without Meeting via Citi/ NatWest Markets *** 14-Sep-20 – innogy Finance B.V. announced today the results of Consent Solicitation in reference to the Consent Solicitation Memorandum dated 13 August 2020 published by innogy Finance B.V. (the Consent Solicitation Memorandum) and the Votes Without Meeting (Ab

innogy Finance B.V. ‘s-Hertogenbosch, The Netherlands, 14 September 2020 ANNOUNCEMENT OF THE EXTRAORDINARY RESOLUTIONS PASSED AT THE VOTES WITHOUT MEETING PURSUANT TO SECTION 17 SCHVG (Bekanntmachung über die Beschlussfassung in Abstimmungen ohne Ver

EX-1.4 Exhibit 1.4 innogy Finance B.V. ‘s-Hertogenbosch ‘s-Hertogenbosch, The Netherlands, 14 September 2020 ANNOUNCEMENT OF THE EXTRAORDINARY RESOLUTIONS PASSED AT THE VOTES WITHOUT MEETING PURSUANT TO SECTION 17 SCHVG (Bekanntmachung über die Beschlussfassung in Abstimmungen ohne Versammlung gemäß § 17 SchVG) by INNOGY FINANCE B.V. to holders of its outstanding GBP 570,000,000 6.500% Fixed Rate

- CB

CB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ☐ Securities Act Rule 802 (Exchange Offer) ☒ Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐ Exchange Act Rule

*** innogy Finance B.V. announces Consent Solicitations via Citi/ NatWest Markets ***

EX-1.3 Exhibit 1.3 *** innogy Finance B.V. announces Consent Solicitations via Citi/ NatWest Markets *** 13-Aug-20 – innogy Finance B.V. announced invitations to holders of its outstanding notes listed below (each a “Series” and together the “Notes”), to consent to a replacement of innogy SE (the “Existing Guarantor”) with E.ON SE as new guarantor (the “New Guarantor” or “E.ON”), the replacement o

- F-X

F-X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): E.ON SE B. (1) This is an (check one) ☒ original filing for the Filer ☐ amended filing for the Filer (2) Check following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b

IMPORTANT INFORMATION

EX-1.2 Exhibit 1.2 IMPORTANT INFORMATION The Notes and any new securities resulting from the Consent Solicitations have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the Securities Act) and any such new securities are being offered and sold pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder. The

innogy Finance B.V. CONSENT SOLICITATION MEMORANDUM dated 13 August 2020 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION CONSENT SOLICITATION / INVITATION TO VOTE IN THE VOTES WITHOUT MEETING (Aufforderung zur Stimmabgabe in den Abst

EX-1.1 Exhibit 1.1 innogy Finance B.V. ‘s-Hertogenbosch CONSENT SOLICITATION MEMORANDUM dated 13 August 2020 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION CONSENT SOLICITATION / INVITATION TO VOTE IN THE VOTES WITHOUT MEETING (Aufforderung zur Stimmabgabe in den Abstimmungen ohne Versammlung) by INNOGY FINANCE B.V. to holders of its outstanding GBP 570,000,000 6.500% Fixed Rate

E.ON SE CITIBANK, N.A., As Depositary, ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF JANUARY 2, 2015 Amendment No. 1 Amended and Restated Deposit

E.ON SE AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF JANUARY 2, 2015 Amendment No. 1 to Amended and Restated Deposit Agreement Dated as of [] 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Effective Date 2 ARTI

AMENDED AND RESTATED DEPOSIT AGREEMENT by and among E. ON SE CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of January 2, 2015 TABLE OF CONTENTS

AMENDED AND RESTATED DEPOSIT AGREEMENT by and among E. ON SE AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of January 2, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 2 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 2 Section 1.4 ?Amer

As filed with the Securities and Exchange Commission on December 8, 2015 Registration No. 333 - 200698 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6/A POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT THE SECURITIES ACT OF

As filed with the Securities and Exchange Commission on December 8, 2015 Registration No.

AMENDED AND RESTATED DEPOSIT AGREEMENT by and among E. ON SE CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], [year] TABLE OF CONTENTS

Exhibit (a) AMENDED AND RESTATED DEPOSIT AGREEMENT by and among E. ON SE AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], [year] TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 2 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Sectio

THLEY / THALES F-6 - -

As filed with the Securities and Exchange Commission on December 3, 2014 Registration No.

Exhibit (d)

Exhibit (d) December 3, 2014 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the Un

Certification under Rule 466

Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (E.ON AG ((fka Veba AG)) 333-7650) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of

AMENDMENT NO. 3 TO DEPOSIT AGREEMENT

AMENDMENT NO. 3 TO DEPOSIT AGREEMENT AMENDMENT NO. 3, dated as of August 1, 2008 (the ?Amendment?), to the Deposit Agreement dated as of October 7, 1997, as amended as of March 11, 2005 and February 3, 2006 (as so amended and as further amended hereby, the ?Deposit Agreement?), among E.ON AG (formerly known as VEBA Aktiengesellschaft), incorporated under the laws of the Federal Republic of Germany

As filed with the U.S. Securities and Exchange Commission on August 1, 2008

As filed with the U.S. Securities and Exchange Commission on August 1, 2008 Registration No. 333- 123261 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts E.ON AG (Exact name of issuer of deposited securities as specified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMIN

15F-12B 1 f01767e15fv12b.htm FORM 15F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

e25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 htm2447.htm LIVE FILING E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 21, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany —————

August 21, 2007

Press Release August 21, 2007 E.ON intends to delist from New York Stock Exchange ? Transparent financial reporting and corporate governance maintained ? No affect on business strategy in the United States E.ON intends to delist its American Depositary Shares (?ADSs?) from the New York Stock Exchange (?NYSE?) and to deregister and terminate its reporting obligations with the Securities and Exchang

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August, 2007 E.ON AG (Translation of Registrant’s Name into English)

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August, 2007 E.ON AG (Translation of Registrant?s Name into English) E.ON AG E.ON-Platz 1 D-40479 D?sseldorf Germany (Address of Principal Executive Offices) Indicate by check mark whether the registr

[E.ON LETTERHEAD]

[E.ON LETTERHEAD] VIA EDGAR AND FACSIMILE (202) 772-9204 Mr. Adam Phippen Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street NE Washington, D.C. 20549 USA July 24, 2007 Re: Comment Letter of July 10, 2007 (File No. 001-14688) Dear Mr. Phippen: We refer to the comment letter, dated July 10, 2007 (the ?Second Comment Letter?), from the staff (the ?Staff?)

[E.ON LETTERHEAD]

CORRESP 1 filename1.htm [E.ON LETTERHEAD] June 29, 2007 VIA EDGAR AND FACSIMILE (202) 942-9648 Mr. Adam Phippen Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street NE Washington, D.C. 20549 USA Re: Comment Letter of June 19, 2007 (File No. 001-14688) Dear Mr. Phippen: We refer to the comment letter, dated June 19, 2007 (the “Comment Letter”), from the sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 htm2323.htm LIVE FILING E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 27, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany ———————

June 26, 2007

Press Release June 26, 2007 E.ON Starts Share Buyback Program1 On 27 June 2007, D?sseldorf-based E.ON AG will start its previously announced share buyback program. The company plans to buy back stock worth approximately ? 7 billion by the end of 2008, half of it in 2007. Based on the current share price (26 June 2007), this will allow purchasing some 58 million shares ? or possibly more or less, d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 21, 2007 E.ON AG ??????????????????????????????????? (Translation of registrant?s name into English) E.ON AG E.ON-Platz 1 D-40479 D?sseldorf Germany ??????????????????????????????????? (

June 20, 2007

Press Release June 20, 2007 E.ON sells ONE to bid consortium of France Telecom and Mid Europa Partners Concentration on core business successfully completed D?sseldorf-based E.ON AG will sell its 50.1 per cent stake in the Austrian telecommunications company ONE to a consortium of France Telecom and Mid Europa Partners. The transaction volume is around ? 1.4 billion. The purchase price is the amou

Düsseldorf, May 30, 2007

D?sseldorf, May 30, 2007 Ad hoc Announcement E.ON AG: Package of Strategic Initiatives ?7 billion share buyback program decided ?60 billion of investment program decided Targets set for 2010: 10 percent annual average adjusted EBIT increase and 10 to 20 percent annual average dividend growth Capital structure to be managed using debt factor E.ON?s Board of Management and Supervisory Board have app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 htm2248.htm LIVE FILING E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 31, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany ————————

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2007 E.ON AG (Translation of Registrant’s Name into English) E.O

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2007 E.ON AG (Translation of Registrant?s Name into English) E.ON AG E.ON-Platz 1 D-40479 D?sseldorf Germany (Address of Principal Executive Offices) Indicate by check mark whether the registrant

Düsseldorf, May 3, 2007

D?sseldorf, May 3, 2007 Ad hoc Announcement Ref.: Outlook 2007 E.ON AG: Outlook 2007 Following on from its strong showing in 2006, E.ON had a very successful start to the year 2007. As a result, the Board of Management has upgraded the outlook for 2007, and now expects adjusted EBIT to surpasse the high prior-year level. Previously, E.ON had expected that adjusted EBIT would be only slightly highe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 htm2204.htm LIVE FILING E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 8, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany —————————

DEL MERCADO

Exhibit (a)(5)(VVV) CNMV COMISI?N NACIONAL DEL MERCADO DE VALORES RESULTS OF THE PTO BY E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 30) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 30) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 29) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 29) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

See you soon. Thanks to everybody who has given us their support. Finally, due to the latest events, we have decided not to execute the tender offer over Endesa, as this is the most positive thing for the company, its employees and the Spanish econom

Exhibit (a)(5)(UUU) See you soon. Thanks to everybody who has given us their support. Finally, due to the latest events, we have decided not to execute the tender offer over Endesa, as this is the most positive thing for the company, its employees and the Spanish economy in general. But we are not leaving. Soon, we are going to be helping to build a free, stronger and more secure Spanish energy ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 28) ENDESA, S.A. (Name of Subject Company (issuer

SC TO-T/A 1 sctota.htm AMENDMENT NO. 28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 28) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20

E.ON AG Conference Call for Analysts and Investors, Düsseldorf, April 3, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 5

EX-99.(A)(5)(TTT) 4 ex99-a5ttt.htm TRANSCRIPT OF THE CONFERENCE CALL SPEECH BY DR. WULF H. BERNOTAT ON APRIL 3, 2007 Exhibit (a)(5)(TTT) Conference Call for Analysts and Investors Agreement with Enel/Acciona on Endesa Düsseldorf, April 3, 2007 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery E.ON AG Conference Call for Analysts

E.ON E.ON and ENEL/Acciona Reach Agreement on Endesa April 3, 2007 E.ON E.ON yesterday reached an agreement with Enel/Acciona concerning its position in relation to Endesa It now looks unlikely that E.ON's tender offer for Endesa will be successful,

Exhibit (a)(5)(SSS) E.ON E.ON and ENEL/Acciona Reach Agreement on Endesa April 3, 2007 E.ON E.ON yesterday reached an agreement with Enel/Acciona concerning its position in relation to Endesa It now looks unlikely that E.ON's tender offer for Endesa will be successful, given E.ON's 50.01% acceptance threshold E.ON has therefore decided that it is in everyone's interest to reach a swift and pragmat

Press Conference

Exhibit (a)(5)(RRR) Press Conference E.ON Agreement with Enel and Acciona Madrid, April 3, 2007 Statement by Dr. Wulf H. Bernotat CEO of E.ON AG Please check against delivery. E.ON AG, Press Conference, Madrid, April 3, 2007 Speech by Dr.Wulf H. Bernotat Page 2 of 5 Buenos dias a todos. Una vez m?s les agradezco su presencia esta manana, sobre todo habi?ndoles avisado con tan poco tiempo Welcome a

RELEVANT NOTICE

Exhibit (a)(5)(PPP) E.ON Zw?lfte Verwaltungs GmbH (?E.ON 12?), in accordance with the provisions of Article 82 of Spanish Law 24/1988, of 28 July, on the Securities Market, and in connection with the Public Tender Offer (the ?Offer?) for 100% of the shares in Endesa, S.A. (?Endesa?) launched by E.ON 12, hereby informs the Comisi?n Nacional del Mercado de Valores (?CNMV?) and the public of the foll

Press Release

Exhibit (a)(5)(QQQ) Press Release April 2, 2007 E.ON Reaches Agreement with Enel and Acciona ? Impending stalemate avoided ? E.ON to establish attractive positions in Spain, Italy and France Today, E.ON signed an agreement with Enel and Acciona in order to put an end to the substantial uncertainty surrounding the takeover bid for Endesa. Therefore, E.ON will not carry out the takeover bid designed

April, 2007 E.ON´s offer price is now € 40.00* per Endesa ADS (payable in U.S. dollars) and will expire in the U.S. on April 6, 2007, midnight, New York City time Dear Endesa ADS Holders, I am pleased to inform you that E.ON has raised its offer pric

Exhibit (a)(5)(NNN) April, 2007 E.ON?s offer price is now ? 40.00* per Endesa ADS (payable in U.S. dollars) and will expire in the U.S. on April 6, 2007, midnight, New York City time Dear Endesa ADS Holders, I am pleased to inform you that E.ON has raised its offer price to ? 40.00* per Endesa ADS (payable in U.S. dollars). This new price will also be paid to ADS holders who have already tendered

3 days remain New term, April 3rd Now, or when? Endesa firmly recommends E.ON’s 40 € per share and in cash offer. And this is no coincidence. Acciona and Enel have not launched a tender offer and, legally, they cannot launch another tender offer for

Exhibit (a)(5)(LLL) 3 days remain New term, April 3rd Now, or when? Endesa firmly recommends E.

by and among ENEL S.p.A. ACCIONA, S.A. E.ON AG

Exhibit (d)(2) Execution Copy AGREEMENT by and among ENEL S.p.A. ACCIONA, S.A. and E.ON AG Execution Copy Contents 1. Certain definitions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretive Matters 7 2. Scope of the Agreement 8 3. Undertakings of E.ON in respect of the E.ON Tender Offer 8 3.1 Undertaking relating to the E.ON Tender Offer 8 3.2 Standstill 9 4. Transfer of Endesa Europa Shar

Let’s talk clear If you want to sell at 40.00€*, do it now. More details here. 3 days remain. You do not know when you will find an offer like this one New energy

Exhibit (a)(5)(MMM) BANNERS Let?s talk clear If you want to sell at 40.00?*, do it now. More details here. 3 days remain. You do not know when you will find an offer like this one e-on New energy Let?s talk clear If you want to sell at 40.00?*, do it now. More details here. 2 days remain. You do not know when you will find an offer like this one e-on New energy Let?s talk clear If you want to sell

Düsseldorf, April 2, 2007

Exhibit (a)(5)(OOO) D?sseldorf, April 2, 2007 Ad-hoc Release in Accordance with Sec.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 27) ENDESA, S.A. (Name of Subject Company (issuer

SC TO-T/A 1 sctota.htm AMENDMENT NO. 27 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 27) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 26) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 26) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

March 29, 2007

Exhibit (a)(5)(KKK) Press Release March 29, 2007 E.ON asks the Audiencia Nacional to prohibit the announced Enel/Acciona takeover bid over Endesa E.ON has filed a complaint with the Spanish National High Court ?Audiencia Nacional?, asking for the prohibition of the announced Enel/Acciona bid over Endesa. E.ON challenges the resolutions of the CNMV allowing Enel and Acciona to launch their bid in s

Wulf H. Bernotat Chairman of the Board of Directors. Burckhard Bergmann Upstream Business. Markets Management. Environment Regulatory Management. Hans Michael Gaul Corporate Control/Planning. Mergers and Acquisitions. Legal Services. Christoph Dänzer

Exhibit (a)(5)(HHH) a) THE E.ON GROUP 1. Our mission 2. Development 3. Facts and figures 4. Strategic vision 5. International team 6. Shareholder structure 1. Our mission and how we put it into practice The mission of E.ON is to be valued by its clients, by providing competitive solutions, reliability and comfort in their lives and their business activities. We achieve this by being an integrated

On January 26th 2007, E.ON Aktiengesellschaft (“E.ON”), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. (“Endesa”)

Exhibit (a)(5)(JJJ) E.ON E.ONs Offer for Endesa The Only Real Alternative 28 March 2007 E.ON E.ON?s offer comes with a guaranteed price and concrete timing E.ON?s is the only approved offer 40 ? per share guaranteed 100% cash guaranteed Offer expires on 3 April 2007 in Spain and 6 April in USA and will be settled shortly thereafter No futher regulatory hurdles No further legal action E.ON E.ON?s o

Let’s talk clear If you want to sell at 40.00€, do it now. More details here. 8 days remain. You do not know when you will find an offer like this one New energy

Exhibit (a)(5)(FFF) Let?s talk clear If you want to sell at 40.00?, do it now. More details here. 8 days remain. You do not know when you will find an offer like this one e-on New energy On January 26, 2007, E.ON Aktiengesellschaft (?E.ON?), through its wholly owned subsidiary E.ON Zw?lfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary share

6 days left

Exhibit (a)(5)(GGG) 6 days left New term 3 April e-on There is a prospectus of the offer registered with the CNMV Registry and available for shareholders at the registered offices of E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 25) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 25) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

English Translation of the Questions & Answers on the website eonsi.es

Exhibit (a)(5)(III) English Translation of the Questions & Answers on the website eonsi.

Confirmation of Share Swap Transaction

EX-99.(A)(5)(BBB) 4 ex99-a5bbb.htm CONFIRMATION OF SHARE SWAP TRANSACTION DATED MARCH 27, 2007 Exhibit (a)(5)(BBB) To: E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany 27 March 2007 Confirmation of Share Swap Transaction Dear Sirs, The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

7 days

Exhibit (a)(5)(EEE) 7 days remain New term, April 3rd Let?s talk clear. The only real offer for Endesa is E.On?s. The only one aimed at retail and institutional shareholders, now at 40 ?* per share and in cash. Legally, neither Acciona nor Enel can launch another tender offer for Endesa, at least, in the next 6 months. At least. The reality is this: if you want to sell at 40 ?* do it now. You do n

to the 1992 Master Agreement dated as of 27 March 2007

Exhibit (a)(5)(AAA) SCHEDULE to the 1992 Master Agreement dated as of 27 March 2007 between E.

To: E.ON AG

EX-99.(A)(5)(CCC) 5 ex99-a5ccc.htm FEE LETTER DATED MARCH 27, 2007 Exhibit (a)(5)(CCC) To: E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany For the attention of: Tuesday, March 27, 2007 Dear Sirs, Project Taurus - Fees Letter We refer to various arrangements to be entered into in connection with the Project Taurus transaction. Unless otherwise defined herein terms defined in the 1992 ISDA Master Ag

MASTER AGREEMENT dated as of 27 March 2007

EX-99.(A)(5)(ZZ) 2 ex99-a5zz.htm ISDA MASTER AGREEMENT DATED MARCH 27, 2007 Exhibit (a)(5)(ZZ) (Multicurrency - Cross Border) MASTER AGREEMENT dated as of 27 March 2007 E.ON AG (“Party A”) and Caja de Ahorros y Monte de Piedad de Madrid (“Party B”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, whi

March 27, 2007

Exhibit (a)(5)(DDD) Press Release March 27, 2007 E.ON secures 9.9 percent in Endesa Agreement with Caja Madrid signed E.ON has secured Caja Madrid?s 9.9% stake of Endesa?s shares through a swap agreement with the Spanish bank. According to the agreement, Caja Madrid will not sell its shares to E.ON during the ongoing bid process. Instead, Caja Madrid will keep the shares for two years. E.ON will g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

Düsseldorf, March 26, 2007

D?sseldorf, March 26, 2007 Ad hoc Announcement Regards: Offer price for Endesa E.ON raises offer price for Endesa to ?40.00 per share/ADR As part of its ongoing takeover offer for Endesa S.A., E.ON AG is raising its offer price to ?40.00 per share or ADR. In addition, E.ON will exercise all legal options against the action taken by Enel and Acciona, which the CNMV, Spain?s securities regulator, ha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

March 26, 2007

Exhibit (a)(5)(WW) D?sseldorf, March 26, 2007 Ad hoc Announcement Regards: Offer price for Endesa E.

RELEVANT NOTICE

Exhibit (a)(5)(YY) E.ON Zw?lfte Verwaltungs GmbH (?E.ON 12?), in accordance with the provisions of Article 82 of Spanish Law 24/1988, of 28 July, on the Securities Market, and in connection with the Public Tender Offer (the ?Offer?) for 100% of the shares in Endesa, S.A. (?Endesa?) launched by E.ON 12, hereby informs the Comisi?n Nacional del Mercado de Valores (?CNMV?) and the public of the follo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 26, 2007 E.ON AG ??????????????????????????????????? (Translation of registrant?s name into English) E.ON AG E.ON-Platz 1 D-40479 D?sseldorf Germany ???????????????????????????????????

March 26, 2007

Exhibit (a)(5)(XX) Press Release March 26, 2007 E.ON to start legal proceedings against Acciona and Enel As a consequence of recent actions and statements by Acciona and Enel with respect to a possible joint tender offer for Endesa, E.ON starts today various legal proceedings. These unlawful actions were an attempt to deceive Endesa?s shareholders and to manipulate the market price of Endesa stock

English Translation of the Content of the Website www.eonsi.es

Exhibit (a)(5)(UU) English Translation of the Content of the Website www.eonsi.es a) THE E.ON GROUP 1. Our mission 2. Development 3. Facts and figures 4. Strategic vision 5. International team 6. Shareholder structure 1. Our mission and how we put it into practice The mission of E.ON is to be valued by its clients, by providing competitive solutions, reliability and comfort in their lives and thei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 21) ENDESA, S.A. (Name of Subject Company (issuer

SC TO-T/A 1 sctota.htm AMENDMENT NO. 21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 21) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20

On Januar 26, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zwolfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa") w

Exhibit (a)(5)(VV) e.on "Delivering Profitable Growth and Performance" March 2007 e.on Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1?in millions 3,352 2001 4,258 2002 5,707 2003 6,787 2004 7,333 2005 8,150 2006 1. Non-GAAP financial measure. For reconc

RELEVANT NOTICE

Exhibit (a)(5)(TT) E.ON Zw?lfte Verwaltungs GmbH (?E.ON 12?), in accordance with the provisions of Article 82 of Spanish Law 24/1988, of 28 July, on the Securities Market, and in connection with the Public Tender Offer (the ?Offer?) for 100% of the shares in Endesa, S.A. (?Endesa?) launched by E.ON 12, hereby informs the Comisi?n Nacional del Mercado de Valores (?CNMV?) and the public of the follo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 20) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 20) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

Notice by E.ON AG Regarding its U.S. Offer for all Outstanding Ordinary Shares and ADSs of Endesa, S.A. for €38.75 Per Ordinary Share and Per ADS THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON MARCH 29, 2007, UN

Exhibit (a)(5)(SS) Notice by E.ON AG Regarding its U.S. Offer for all Outstanding Ordinary Shares and ADSs of Endesa, S.A. for ?38.75 Per Ordinary Share and Per ADS THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON MARCH 29, 2007, UNLESS THE U.S. OFFER IS EXTENDED OR UNLESS IT LAPSES OR IS WITHDRAWN. E.ON Aktiengesellschaft (?E.ON?), through its wholly owned sub

March, 2007

Exhibit (a)(5)(PP) March, 2007 ? 38.75* per Endesa Share and ADS (Payable in U.S. Dollars) for every holder only until March 29, 2007 Dear ADS Holders, It has been more than a year since we announced our offer to acquire Endesa. The acceptance period is now open and we offer you as a holder of Endesa ADS ? 38.75* per ADS in cash (payable in U.S. Dollars). Let?s be clear: only our offers are availa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

Internet Banner:

Exhibit (a)(5)(RR) Internet Banner: If you want to accept our offer. [9] days remain. For all. Retail and institutional shareholders. Yes. ?38.75 in cash for every share of Endesa. More details here. E.ON New energy On January 26, 2007, E.ON Aktiengesellschaft (?E.ON?), through its wholly owned subsidiary E.ON Zw?lfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its te

[9] days left

Exhibit (a)(5)(QQ) [9] days remain If you want to accept E.ON?s offer, do it in the following nine days, because E.ON pays ? 38.75 in cash for every share of Endesa to retail and institutional shareholders alike. It is a great offer that counts with the favourable opinion of Endesa. If you are interested, the term ends on 29 March. We offer ? 38.75 per share. For more information consult the prosp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

[Letterhead EON] March 2007 Dear Endesa Shareholder, It has been more than a year since we announced our offer to acquire Endesa. The acceptance period is now open and we offer you as a shareholder of Endesa € 38.75* per share in cash. Let’s be clear

Exhibit (a)(5)(OO) [Letterhead EON] March 2007 Dear Endesa Shareholder, It has been more than a year since we announced our offer to acquire Endesa.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

Transcript of Questions & Answers on the E.ON Annual Press Conference 2007 March 7, 2007

Exhibit (a)(5)(NN) Transcript of Questions & Answers on the E.ON Annual Press Conference 2007 March 7, 2007 Corporate Speakers ? Dr. Wulf H. Bernotat E.ON AG Chairman and CEO ? Dr. Marcus Schenck E.ON AG Head of Finance, Accounting, Taxes, and Information Technology and CFO ? Dr. Johannes Teyssen E.ON AG Head of Downstream Business, Market Management, Regulatory Management ? Dr. Burckhard Bergmann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 E.ON AG (Translation of Registrant’s Name Into English)

6-K 1 f01563e6vk.htm PRESS RELEASE DATED MARCH 7, 2007 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March, 2007 E.ON AG (Translation of Registrant’s Name Into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany (Address of Principal Executive Offices) Indica

English Translation of the Questions and Answers on the Spanish Language Website eonsi.es

Exhibit (a)(5)(MM) English Translation of the Questions and Answers on the Spanish Language Website eonsi.

E.ON AG Conference Call for Analysts and Investors, Düsseldorf, March 7, 2007 Presentation by Dr. Marcus Schenck Page 2 of 13

Exhibit (a)(5)(KK) Conference Call for Analysts and Investors Annual Results 2006 D?sseldorf, March 7, 2007 Presentation by: Dr.

E.ON AG Conference Call for Analysts and Investors, Düsseldorf , March 7, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 7

Exhibit (a)(5)(JJ) Conference Call for Analysts and Investors Annual Results 2006 D?sseldorf, March 7, 2007 Presentation by: Dr.

CORPORATE PARTICIPANTS

Exhibit (a)(5)(LL) CORPORATE PARTICIPANTS Kiran Bhojani E.ON AG - EVP IR Wulf Bernotat E.ON AG - CEO Marcus Schenck E.ON AG - CFO CONFERENCE CALL PARTICIPANTS Vincent Gills UBS - Analyst Max Miser Analyst Betty Chen Credit Suisse - Analyst Tim Everett Amber Capital - Analyst Martin Young Lehman Brothers - Analyst Lueder Schumacher Dresdner Kleinwort - Analyst Chris Rogers JP Morgan - Analyst Mark

Certification of CEO Pursuant to Section 302

exv12w1 Exhibit 12.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dr. Wulf H. Bernotat, certify that: 1. I have reviewed this Annual Report on Form 20-F of E.ON AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under w

E.ON AG Annual Results Press Conference, March 7, 2007 Presentation by Dr. Marcus Schenck Page 2 of 9

Exhibit 99(a)(5)(FF) E.ON AG Annual Results Press Conference March 7, 2007 Presentation by: Dr. Marcus Schenck Member of the E.ON AG Board of Management and CFO Please check against delivery E.ON AG Annual Results Press Conference, March 7, 2007 Presentation by Dr. Marcus Schenck Page 2 of 9 Ladies and gentlemen, I'm happy be sitting here for the first time and to be able to present you with such

Düsseldorf, March 6, 2007

D?sseldorf, March 6, 2007 Ad hoc Announcement Regards: Terms of Endesa offer E.ON withdraws by-law changes as condition of offer E.ON AG withdraws the condition of its takeover offer requiring Endesa?s Shareholders Meeting to pass certain changes to Endesa?s by-laws. Following the entrance of Acciona and Enel, it is E.ON?s view that the final capital ratios at Endesa are the decisive matter. E.ON

Certification Pursuant to Section 906

exv13w1 Exhibit 13.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of E.ON AG (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for the fiscal

English Translation of the Articles of Association

Exhibit 1.1 Articles of Association of E.ON AG As of June 2006 Articles of Association of E.ON AG (Only the German version is legally binding) General Provisions Sec. 1 (1) The name of the Corporation is E.ON AG. It has its registered office in D?sseldorf. (2) The financial year shall be the calendar year. Purpose of the Corporation Sec. 2 (1) Corporate purpose shall be the supply of energy (prima

Certification of CFO Pursuant to Section 302

exv12w2 Exhibit 12.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Dr. Marcus Schenck, certify that: 1. I have reviewed this Annual Report on Form 20-F of E.ON AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under whi

Current E.ON market and competition initiatives

Exhibit (a)(5)(GG) 2006 Annual Results Analyst & Investor Conference Call Dr. Wulf Bernotat, CEO March 7, 2007, 2007 Strong development of Adjusted EBIT1 since 2001 Adjusted EBIT - ? in millions 3,352 4,258 5,707 6,787 7,293 8,150 Adjusted EBIT up 143% since 2001 Adjusted EBIT up 43 % since 03 Adjusted EBIT up 12 % in 2006 2001 2002 2003 2004 2005 2006 1. Non-GAAP financial measures. For derivatio

On January 26, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa")

Exhibit (a)(5)(HH) e?on 2006 Annual Results Analyst & Investor Conference Call Dr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 7, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany ——————————————————————————————————— (Address of principa

E.ON AG Annual Results Press Conference, March 7, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 14

Exhibit 99(a)(5)(EE) E.ON AG Annual Results Press Conference March 7, 2007 Presentation by: Dr. Wulf H. Bernotat Member of the E.ON AG Board of Management and CEO Please check against delivery E.ON AG Annual Results Press Conference, March 7, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 14 Ladies and gentlemen, I too would like to welcome you. Bienvenidos a Dusseldorf. As you know, three ne

+/- %

Exhibit (a)(5)(II) Press Release March 7, 2007 E.ON in favor of European energy market ? Adjusted EBIT up 12 percent ? Management to propose increased dividend of ?3.35 ? Gas price reductions for E.ON customers ?We need to take bolder steps towards a European energy market. We therefore propose creating a core energy market in Continental Europe consisting of the Benelux countries, France, Austria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) ENDESA, S.A. (Name of Subject Company (issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

As filed with the Securities and Exchange Commission on March 7, 2007. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents As filed with the Securities and Exchange Commission on March 7, 2007.

Düsseldorf, March 6, 2007

Exhibit (a)(5)(CC) D?sseldorf, March 6, 2007 Ad hoc Announcement Regards: Terms of Endesa offer E.

[On E.ON Zwölfte Verwaltungs GmbH letterhead]

Exhibit (a)(5)(DD) [On E.ON Zw?lfte Verwaltungs GmbH letterhead] E.ON Zw?lfte Verwaltungs GmbH (?E.ON 12?), in accordance with the provisions of Article 82 of Spanish Law 24/1988, of 28 July, on the Securities Market, and in connection with the Public Tender Offer (the ?Offer?) for 100% of the shares in Endesa, S.A. (?Endesa?) launched by E.ON 12, hereby informs the Comisi?n Nacional del Mercado d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

e.on New energy

Exhibit (a)(5)(BB) ?38.75 per share? And in cash? For all the shareholders? Yes? YES. E.ON is paying to retail and institutional investors 38.75? and in cash for each Endesa share. A great offer and a very good opportunity for all of them. Moreover, we have the favourable opinion of Endesa. But not only the shareholders will benefit from the offer. In E.ON we are convinced that if you tender your

February 28, 2007

EX-99.(A)(5)(AA) 2 ex99-a5aa.htm PRESS RELEASE DATED FEBRUARY 28, 2007 Exhibit (a)(5)(AA) Press Release February 28, 2007 E.ON remains committed to its offer for Endesa E.ON will continue with its offer for Endesa in its current form irrespective of the reported purchase of shares by Enel. Only E.ON's offer is available to all Endesa shareholders. Media Contacts E.ON AG, Corporate Communications D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each r

EXTENSION OF THE ACCEPTANCE PERIOD OF THE PUBLIC TENDER OFFER OF SHARES OF ENDESA, S.A. MADE BY E.ON Zwölfte Verwaltungs GmbH

Exhibit (a)(5)(Y) EXTENSION OF THE ACCEPTANCE PERIOD OF THE PUBLIC TENDER OFFER OF SHARES OF ENDESA, S.

E.ON 2005 main financial data € in millions 2005 2004 +/- % Sales 56,399 46,742 +21 Adjusted EBITDA1 10,272 9,741 +5 Adjusted EBIT1 7,333 6,787 +8 Net income 7,407 4,339 +71 Cash provided by operating activities 6,601 5,840 +13 Employees 79,947 60,15

& #160; Exhibit (a)(5)(Z) Yes. e-on Index A solid Base on which to build a future 6 A European leader 10 Can the merger be strategically perfect? 12 [Photograph of Dr. Wulf Bernotat] Dear Shareholders of Endesa: I am convinced that the offer made by E.ON for Endesa is very attractive from any point of view and that it will be beneficial for all the parties involved. This is what we wish to convey

E.ON Gas demand in Western Europe1 is growing while domestic production is declining in bcm 535 570-610 635-685 675-730 9% 22% Supply gap 8% 11% 10% Advanced projects3 7% 12% 11% 11% Other non-EU imports 11% 9% 11% 7% Algeria 26% 25% 24% 23% Russia3

Exhibit (a)(5)(X) E.ON "Delivering Profitable Growth and Performance" February 2007 E.ON Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million ? 3,352 2001 4,258 2002 5,707 2003 6,787 2004 7,333 2005 6,064 9M 2006 1. Non-GAAP financial measure; reco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each re

ADS LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG

ADS LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* E.ON AG (f/k/a VEBA AG) (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) 268780103 (CUS

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR €38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE

EX-99.(A)(1)(R) 9 file9.htm REV. FORM OF LETTER TO HOLDERS OF ORDINARY SHARES U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR €38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on March 29, 2007, unless E.ON Zw?lfte Verwaltungs GmbH extends the U.S. Off

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on March 29, 2007, unless E.ON Zw?lfte Verwaltungs GmbH extends the U.S. Off

February 14, 2007

Press Release February 14, 2007 Endesa shareholders to tender their shares before extended March 29 deadline Vote to change by-laws at Endesa?s EGM March 20 E.

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?38.75 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on March 29, 2007, unless E.ON Zw?lfte Verwaltungs GmbH extends the U.S. Off

SUPPLEMENT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. TO

SUPPLEMENT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. TO ?38.75 PER ORDINARY SHARE AND PER ADS This U.S. Offer and withdrawal rights will now expire at 6:00 p.m., New York City time, on March 29, 2007, unles

Madrid, February 14, 2007

APIE Madrid, February 14, 2007 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery APIE, Madrid, February 14, 2007 Page 2 of 6 Presentation by Dr. Wulf H. Bernotat, E.ON AG Buenos d?as a todos. Antes de comenzar quiero agradecer al sr. presidente de APIE Miguel Angel Noceda and Vice-President Angel Boixados la oportunidad que me b

NOTICE OF GUARANTEED DELIVERY TO TENDER ORDINARY SHARES OR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON

NOTICE OF GUARANTEED DELIVERY TO TENDER ORDINARY SHARES OR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.

SHARE FORM OF ACCEPTANCE TO TENDER ORDINARY SHARES OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG

SHARE FORM OF ACCEPTANCE TO TENDER ORDINARY SHARES OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on March 29, 2007, unless E.ON Zw?lfte Verwaltungs GmbH extends the U.S. Offer or unless it lapses or is withdrawn. THE U.S. TENDER AGENT FO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) ENDESA, S.A. (Name of Subject Company (issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each re

On January 26th 2007, E.ON Aktiengesellschaft (“E.ON”), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. (“Endesa”)

E.ON E.ON?s Offer for Endesa Roadshow presentations February 13-20, 2007 E.ON E.ON and Endesa create the world?s leading power and gas company E.ON is making its final all-cash offer for 100% of Endesa?s shares for 38.75 ? per share The integrity of Endesa?s business and corporate identity will be secured by E.ON Presence in all major European markets is achieved in one step Growth profile for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) ENDESA, S.A. (Name of Subject Company (issuer)

SC TO-T/A 1 sctota.htm SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each

English Translation of the Website www.eonsi.es

EX-99.(A)(5)(T) 3 ex99-a5t.htm ENGLISH TRANSLATION OF THE CONTENT OF THE WEBSITE WWW.EONSI.ES Exhibit (a)(5)(T) English Translation of the Website www.eonsi.es On January 26, 2007, E.ON Aktiengesellschaft (“E.ON”), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. (

e.on New energy

Exhibit (a)(5)(S) BUILDING EUROPE Is a European energy market important? Can a European company be a world leader? Yes? Yes.

MODEL OF ANNOUNCEMENT OF AMENDMENT TO THE PUBLIC TENDER OFFER OF SHARES OF ENDESA, S.A. MADE BY E.ON Zwölfte Verwaltungs GmbH

Exhibit (a)(5)(R) MODEL OF ANNOUNCEMENT OF AMENDMENT TO THE PUBLIC TENDER OFFER OF SHARES OF ENDESA, S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each re

NOTICE E.ON Zwölfte Verwaltungs GmbH, A Wholly Owned Subsidiary of E.ON AG Has Increased the Price of its U.S. Offer to Purchase for Cash All Outstanding Ordinary Shares and ADSs Endesa, S.A. €38.75 Per Ordinary Share and Per ADS THE U.S. OFFER AND W

EX-99.(A)(5)(Q) 2 ex99-a5q.htm FORM OF NOTICE Exhibit (a)(5)(Q) NOTICE E.ON Zwölfte Verwaltungs GmbH, A Wholly Owned Subsidiary of E.ON AG Has Increased the Price of its U.S. Offer to Purchase for Cash All Outstanding Ordinary Shares and ADSs of Endesa, S.A. to €38.75 Per Ordinary Share and Per ADS THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 26, 2

Transcript E.ON Investor Conference Call February 3, 2007

Transcript E.ON Investor Conference Call February 3, 2007 Speaker key L Louisa KB Kiran Bhojani WB Wulf Bernotat MS Marcus Schenck LS Lueder Schumacher VG Vincent Gilles MY Martin Young MW Marc Watson DM Daniel Martin CR Chris Rogers TM Tanya Markov DW Deborah Wilkens KM Karin Brinkmann CS Catharina Saponar JD Jose De La Rosa LA Luis Amusategui IB Ingo Becker AT Andreas Thielen CC Christopher Kupl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each re

TRANSCRIPT EON - E.ON's Offer for Endesa - Press Conference Event Date/Time: Feb. 03. 2007 / 5:00AM ET

Exhibit (a)(5)(N) TRANSCRIPT EON - E.ON's Offer for Endesa - Press Conference Event Date/Time: Feb. 03. 2007 / 5:00AM ET F I N A L T R A N S C R I P T Feb. 03. 2007 / 5:00AM, EON - E.ON's Offer for Endesa - Press Conference C O R P O R A T E P A R T I C I P A N T S Wulf Bernotat E.ON AG - Chairman and CEO Marcus Schenck E.ON AG - Head of Finance, Accounting, Taxes, Information Technology Lutz Feld

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value €1.20 each American Depositary Shares (each re

February 6, 2007

EX-99.(A)(5)(O) 3 ex99-a5o.htm PRESS RELEASE DATED FEBRUARY 6, 2007 Exhibit (a)(5)(O) Press Release February 6, 2007 E.ON welcomes positive Endesa board response E.ON welcomes the favourable statement of Endesa’s Board on its 38.75 per share all-cash offer for Endesa. The statement comes after the Spanish stock market regulator CNMV today approved E.ON’s increased offer price. In its statement, th

Düsseldorf, February 2, 2007

D?sseldorf, February 2, 2007 Ad Hoc Release Pursuant to Sec. 15 of the German Securities Trading Act (WpHG) Subject: Offer Price for Endesa S.A. E.ON Offers 38.75 Euros per Share/ADR for Endesa E.ON AG today filed with the Spanish stock market regulator as part of the sealed envelope procedure an offer of 38.75 euros per share and ADR as a final price for the announced acquisition of Endesa S.A. T

On January 26, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zwolfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa")

Exhibit (a)(5)(G) E.ON "Delivering Profitable Growth and Performance" February 2007 E.ON Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million ? 3,352 4,258 5,707 6,787 7,333 6,064 2001 2002 2003 2004 2005 9M 2006 E.ON Operational improvement in the

February 3, 2007

Exhibit (a)(5)(J) Press Release February 3, 2007 E.ON creates a unique opportunity for Endesa shareholders E.ON has raised its final offer price for Endesa to ? 38.75 per share, creating an outstanding opportunity for Endesa?s shareholders. The consideration for 100 per cent of Endesa amounts to ? 41 bln. E.ON?s increased final offer, which cannot be increased any further, represents an attractive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 htm1978.htm LIVE FILING E.ON AG - Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2007 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany ————

February 2, 2007

EX-99.(A)(5)(H) 3 ex99-a5h.htm PRESS RELEASE DATED FEBRUARY 2, 2007 Exhibit (a)(5)(H) Press Release February 2, 2007 E.ON to file final bid for Endesa with CNMV today E.ON notes that Gas Natural has decided to withdraw its bid and that, therefore, E.ON remains as the only bidder for 100% of Endesa. E.ON has consulted with the CNMV regarding the next steps of the offer process, which will be the fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each re

Düsseldorf, February 2, 2007

EX-99.(A)(5)(I) 4 ex99-a5i.htm ENGLISH TRANSLATION OF THE AD-HOC NOTICE FILED WITH THE GERMAN BAFIN ON FEBRUARY 2, 2007 Exhibit (a)(5)(I) Düsseldorf, February 2, 2007 Ad Hoc Release Pursuant to Sec. 15 of the German Securities Trading Act (WpHG) Subject: Offer Price for Endesa S.A. E.ON Offers 38.75 Euros per Share/ADR for Endesa E.ON AG today filed with the Spanish stock market regulator as part

E.ON AG Conference Call for Analysts and Investors, Madrid, February 3, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 9

Exhibit (a)(5)(M) Conference call for Analysts and Investors E.ON?s final offer for Endesa Madrid, February 3, 2007 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery E.ON AG Conference Call for Analysts and Investors, Madrid, February 3, 2007 Presentation by Dr. Wulf H. Bernotat Page 2 of 9 Good afternoon ladies and gentlemen. I

Column A (% p.a.)

Exhibit (b)(2) EUR 5,300,000,000 Term Loan and Guarantee Facility Agreement between E.

Press conference

Exhibit (a)(5)(K) Press conference E.ON?s final offer for Endesa Madrid, February 3, 2007 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery Buenos d?as a todos. Estamos muy satisfechos de que tantos de vosotros hayais podido venir a nuestra rueda de prensa este s?bado, en pleno fin de semana. (Good morning everybody. We are very

On January 26, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa")

Exhibit (a)(5)(L) E.ON's Offer for Endesa February 3, 2007 E.ON and Endesa create the world's leading power and gas company E.ON is making its final all-cash offer for 100% of Endesa's shares for 38.75 ? per share The integrity of Endesa's business and corporate identity will be secured by E.ON Presence in all major European markets is achieved in one step Growth profile for the combined group wil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO/A (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares (eac

Hello again. Now that we know each other let's see the facts. Both Endesa and E.ON live and work for energy. As those of us at E.ON want to join our project to the one of Endesa, so that together we can become the global leader in electricity and gas

Exhibit (a)(5)(F) On the 26 of January, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zw?lfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa") with the U.S. Securities and Exchange Commission ("SEC"). Endesa investors and security holders are urged to read the U.S. te

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JA

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR ?24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zw?lfte Verwaltung

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer Social security numbers have nine digits separated by two hyphens, i.

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JA

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zw?lfte Verwaltung

1

EX-99.(D)(1) 15 file15.htm CONFIDENTIALITY AGREEMENT 1/16/2006 16 January 2006 Red-Platz 1 D-40479 Dusseldorf Attn: Mr. Dierk Paskert Senior Vice President Dear Sirs, Blue (‘‘Blue’’) has been approached by Red (‘‘Red’’) in connection with a potential take-over bid over 100% of the shares of Blue (the ‘‘Transaction’’) in accordance with Chapter V of the Spanish Royal Decree 1197/1991, on Take-over

NOTICE OF U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHAS

EX-99.(A)(5)(D) 12 file12.htm FORM OF SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities of Endesa, S.A. The U.S. Offer is made solely by the U.S. Offer to Purchase dated January 26, 2007 and the related ADS Letter of Transmittal and Share Form of Acceptance. January 26, 2007 NOTICE OF U.S. OFFER TO PURCHASE FOR CASH ALL OU

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JA

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zw?lfte Verwaltung

ADS LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON

ADS LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.

Limited Due Diligence Information Obtained from Endesa

Limited Due Diligence Information Obtained from Endesa The information set forth below relates to the offer by E.

January 26, 2007

Press Release January 26, 2007 E.ON to submit sealed bid E.ON has received notification from the CNMV, the Spanish stock market regulator, that the suspensions of the two bids for Endesa have been lifted. Now both bidders have to provide their final offer via a sealed envelope, which have to be submitted on Friday, February 2, 2007. E.ON chief executive Wulf Bernotat said: ?We are delighted that E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, par value ?1.20 each American Depositary Shares (each representing one ordin

NOTICE OF GUARANTEED DELIVERY TO TENDER ORDINARY SHARES OR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY O

NOTICE OF GUARANTEED DELIVERY TO TENDER ORDINARY SHARES OR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF ENDESA, S.

SHARE FORM OF ACCEPTANCE TO TENDER ORDINARY SHARES OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG

SHARE FORM OF ACCEPTANCE TO TENDER ORDINARY SHARES OF ENDESA, S.A. PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zw?lfte Verwaltungs GmbH extends the U.S. Offer or unless it lapses or is withdrawn

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JA

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSs OF ENDESA, S.A. FOR ?24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZW?LFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG PURSUANT TO THE U.S. OFFER TO PURCHASE DATED JANUARY 26, 2007 The U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zw?lfte Verwaltung

U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG

EX-99.(A)(1)(A) 2 file2.htm OFFER TO PURCHASE U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES AND ADSS OF ENDESA, S.A. FOR €24.905 PER ORDINARY SHARE AND PER ADS BY E.ON ZWÖLFTE VERWALTUNGS GMBH, A WHOLLY OWNED SUBSIDIARY OF E.ON AG This U.S. Offer and withdrawal rights will expire at 6:00 p.m., New York City time, on February 26, 2007, unless E.ON Zwölfte Verwaltungs GmbH (which i

Term Loan A (% p.a.)

EUR 37,100,000,000 Syndicated Term and Guarantee Facility Agreement between E.ON AG as Original Borrower E.ON AG as Guarantor HSBC Bank plc, Citigroup Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank of Scotland plc and Deutsche Bank AG as Mandated Lead Arrangers The Banks listed in Schedule 1 Part 1 as Original Banks The Fronting Banks listed in Schedule 1 Part 2 as Fronting B

Hello. After all you have heard about us, don't you think it is time to get to know us? We are one of the world's leading private power and gas companies, proud to serve all and each of our more than 30 million clients in 20 European countries and th

Exhibit (a)(5)(TTT) This document does not constitute an invitation to sell or an offer to buy any securities, or a solicitation of any vote or approval.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value ?1.20 each American Depositary Shares, each representing the right to receive

This document does not constitute an invitation to sell or an offer to buy any securities, or a solicitation of any vote or approval. Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish tende

EX-99.(A)(5)(UUU) 3 ex99-a5uuu.htm TRANSLATION WEBSITE WWW.HOLAEON.COM Exhibit (a)(5)(UUU) This document does not constitute an invitation to sell or an offer to buy any securities, or a solicitation of any vote or approval. Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish tender offer for Endesa because it contains important informatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value ?1.20 each American Depositary Shares, each representing the right to receive

Operational improvement in the energy business - A continuing group-wide process to create further value in million € 2003 251 2004 340 2005 302 Jan-Sep 2006 132 Achieved until Sep. 2006 1,025 Target 2003-06 1,000 €1 Operational improvement of 1bn€1

?Delivering Profitable Growth and Performance? Dresdner Kleinwort Wasserstein German Investment Seminar 2007 January 8-10, 2007 Successful development since E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

E.ON Zwölfte Verwaltungs GmbH

Exhibit (a)(5)(RRR) The following is an English translation of the Relevant Notice filed by E.

"Delivering Profitable Growth and Performance" January 2007

"Delivering Profitable Growth and Performance" January 2007 E.ON E.ON E.ON Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million ? 3,352 2001 4,258 2002 5,707 2003 6,787 2004 7,333 2005 6,064 9M 2006 1. Non-GAAP financial measure; reconciliation to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

Conference Call Transcript EON - Investment Plan 2007-2009 - Conference Call Dec. 14. 2006 / 5:00PM CET

Exhibit (a)(5)(PPP) Conference Call Transcript EON - Investment Plan 2007-2009 - Conference Call Dec.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

E.ON Investment plan 2007-2009 increased compared to 2006-2008 in billion € 18.6 2.3 16.3 Plan 2006-08 +6.7 +0.6 +6.1 25.3 2.9 22.4 Plan 2007-09 Fixed assets Financial investments The total amount increased by € 6.7 bn. € 6.1 bn increase of investmen

Exhibit (a)(5)(MMM) E.ON Investment plan 2007-2009 December 14, 2006 E.ON Investment plan 2007-2009 increased compared to 2006-2008 in billion ? 18.6 2.3 16.3 Plan 2006-08 +6.7 +0.6 +6.1 25.3 2.9 22.4 Plan 2007-09 Fixed assets Financial investments The total amount increased by ? 6.7 bn. ? 6.1 bn increase of investments in fixed assets ? 4.2 bn for power generation ?1.5 bn for gas storage, upstrea

Ladies and gentlemen, Before I start, let me first of all say that I am delighted to be part of the E.ON team now and I am very much looking forward to developing my relationship with E.ON's investment community in the future. I hope to meet many of

Exhibit (a)(5)(OOO) Telephone Conference E.ON AG's Investment Plan 2007-2009 D?sseldorf, 14 December 2006 Presentation by: Dr. Marcus Schenck Member of the E.ON AG Board of Management and CFO Please check against delivery Telephone Conference: E.ON's Investment Plan 2007-2009
60; Page 2 of 4 Presentation by Dr. Marcus Schenck Ladies and gentlemen, Before I start, let me first of all say that I a

Good afternoon ladies and gentlemen, and thank you for joining us today for the presentation of E.ON’s investment plan for the period 2007 to 2009. Let me first make a quick comment about our offer for Endesa. Obviously, a successful acquisition of E

Exhibit (a)(5)(NNN) Telephone Conference E.ON AG?s Investment Plan 2007-2009 D?sseldorf, 14 December 2006 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery Telephone Conference E.ON's Investment Plan 2007-2009  0; Page 2 of 8 Presentation by Dr. Wulf H. Bernotat Good afternoon ladies and gentlemen, and thank you for joining us

[E.ON LETTERHEAD]

[E.ON LETTERHEAD] December 14, 2006 VIA EDGAR AND FACSIMILE (202) 942-9648 Mr. Adam Phippen Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street NE Washington, D.C. 20549 USA Re: Comment Letter of November 30, 2006 (Files No. 001-14688) Dear Mr. Phippen: We refer to the comment letter, dated November 30, 2006 (the ?Second Comment Letter?), from the staff (

Page 2 of 3

EX-99.(A)(5)(LLL) 2 ex99-a5lll.htm PRESS RELEASE Exhibit (a)(5)(LLL) Press Release 14 December 2006 E.ON to invest over €25 billion through 2009 E.ON plans to invest a total of about €25.3 billion over the next three years, thereby significantly increasing its capital expenditures. At €22.4 billion, the clear focus is on investments in fixed assets, in particular to help further improve security o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

This presentation does not constitute an invitation to sell or an offer to buy any securities or a solicitation of any vote or approval. Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish te

Exhibit (a)(5)(kkk) E.ON "Delivering Profitable Growth and Performance" December 2006 E.ON E.ON Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million ? 7,333 2005 6,787 2004 5,707 2003 4,258 2002 3,352 2001 1. Non-GAAP financial measure; reconciliat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

Re: Comment Letter of September 27, 2006 (Files No. 001-14688)

CORRESP 1 filename1.htm November 10, 2006 VIA EDGAR AND FACSIMILE (202) 942-9648 Mr. Adam Phippen Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street NE Washington, D.C. 20549 USA Re: Comment Letter of September 27, 2006 (Files No. 001-14688) Dear Mr. Phippen: We refer to the comment letter, dated September 27, 2006 (the “Comment Letter”), from the staff

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

l

Exhibit (a)(5)(JJJ) Single European Energy Market November 30, 2006 Please check against delivery Page 2 of 5 l The European Union aims to create a single European energy market, to intensify competition, reduce energy prices and enhance security of supply.

This document does not constitute an invitation to sell or an offer to buy any securities or a solicitation of any vote or approval. Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish tender

EX-99.(A)(5)(III) 2 ex99-a5iii.htm PRESENTATION, NOVEMBER 2006 Exhibit (a)(5)(III) E.ON Development of the European Energy Market November 2006 E.ON European Union energy policy focuses on the triangle of price/competition, environment and security of supply Political key drivers Price/Competition Environment Security of Supply Trends in political discussion Importance of individual driver fluctua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC TO-C 1 sctoc.htm SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each

E.ON The current status of the discussed NAPs for phase II will not lead to significant changes in the system UK Germany Sweden Reduction Overall: 12.3% Energy sector: 18.6% Industry: no reduction Overall: 5.7% Energy sector: 15% Industry: 1.25% Over

EX-99.A5GGG 2 ex-99a5ggg.htm ROADSHOW E.ON "Delivering Profitable Growth and Performance" November 2006 E.ON Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million € 7,333 2005 6,787 2004 5,707 2003 4,258 2002 3,352 2001 1. Non-GAAP financial measure

This presentation does not constitute an invitation to sell or an offer to buy any securities or a solicitation of any vote or approval. Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish te

?Delivering Profitable Growth and Performance? Presentation by Dr. Wulf H. Bernotat, CEO London/Frankfurt Roadshow Goldman Sachs November 22 - 23, 2006 Successful development since E.ON?s creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business Adjusted EBIT1 in million ? 3,352 4,258 5,707 6,787, 7,333 2001 2002

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

E.ON AG Conference Call for Journalists on November 8, 2006: Interim Report III/2006 Questions and Answers

Exhibit (a)(5)(FFF) E.ON AG Conference Call for Journalists on November 8, 2006: Interim Report III/2006 Transcript Questions and Answers Operator: Questions come from the Spanish News. Please carry on. - Spanish News: Hello, good afternoon, Mr. Bernotat. The President of the Spanish stock exchange authority said today that the acquisition offer by E.ON would only be accepted if E.ON submits all n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

ANNOUNCEMENT OF THE PUBLIC TENDER OFFER ENDESA, S.A. MADE BY E.ON ZWÖLFTE VERWALTUNGS GMBH The Spanish Securities Market Supervisor (hereinafter, the “CNMV”), has authorised on 16 November 2006 the public tender offer for the shares of Endesa, S.A.,

Exhibit (a)(5)(EEE) ANNOUNCEMENT OF THE PUBLIC TENDER OFFER FOR ENDESA, S.A. MADE BY E.ON ZW?LFTE VERWALTUNGS GMBH The Spanish Securities Market Supervisor (hereinafter, the ?CNMV?), has authorised on 16 November 2006 the public tender offer for the shares of Endesa, S.A., made by E.ON Zw?lfte Verwaltungs GmbH, in accordance with the provisions of Law 24/1988, of 28 July, on the Securities Market,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

This preliminary Offer to Purchase does not include the means for holders of Endesa securities to tender their Endesa securities into the U.S. Offer. Neither the Share Form of Acceptance nor the ADS Letter of Transmittal referred to in this prelimina

Exhibit 99.(a)(5)(DDD) This preliminary Offer to Purchase does not include the means for holders of Endesa securities to tender their Endesa securities into the U.S. Offer. Neither the Share Form of Acceptance nor the ADS Letter of Transmittal referred to in this preliminary Offer to Purchase may be obtained from the Information Agent or any other person. This preliminary Offer to Purchase does no

Page 2 of 2

EX-99.A5CCC 2 ex99-a5ccc.htm PRESS RELEASE Exhibit 99.(a)(5)(CCC) Press Release November 17, 2006 E.ON: positive developments in offer for Endesa E.ON welcomes Endesa’s announcement that it will ask the Spanish Courts to modify or lift the two injunctions against Gas Natural’s offer. This action indicates Endesa’s desire for shareholders to decide whether they accept E.ON’s offer. This important s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

CORPORATE PARTICIPANTS

CORPORATE PARTICIPANTS Kiran Bhojani E.ON AG - EVP IR Wulf Bernotat E.ON AG - CEO Erhard Schipporeit E.ON AG - CFO CONFERENCE CALL PARTICIPANTS Lüder Schumacher Dresdner Kleinwort Wasserstein - Analyst Martin Young Lehman Brothers - Analyst Simon Flowers Analyst Jonathan Mirrlees-Black Exane BNP Paribas - Analyst Vincent De Blic Cazenove - Analyst Christopher Kuppland Credit Suisse - Analyst Andre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

January 1 - September 30, 2006 Interim Report III/2006 2006 l Adjusted EBIT up 10 percent JAN l Spain's Industry Ministry amends CNE conditions FEB l Russian natural gas secured for long term MAR l Increase in adjusted EBIT continues to be expected f

Exhibit 99.(a)(5)(AAA) January 1 - September 30, 2006 Interim Report III/2006 2006 l Adjusted EBIT up 10 percent JAN l Spain's Industry Ministry amends CNE conditions FEB l Russian natural gas secured for long term MAR l Increase in adjusted EBIT continues to be expected for full year 2006 APR MAY JUN JUL AUG SEP OCT NOV DEC Interim Report III/2006 2 E.ON Group Financial Highlights E.ON Group Key

2006 Nine Months Results

Exhibit 99.(a)(5)(ZZ) e?on 2006 Nine Months Results Analyst & Investor Conference Call November 8, 2006 E.ON Group - Financial highlights Nine Months in million ? 2006 20051 +/- % Sales 49,451 39,520 +25 Adjusted EBITDA2 8,441 7,629 +11 Adjusted EBIT3 6,064 5,504 +10 Consolidated net income 2,629 6,399 -59 Adjusted net income4 3,386 2,688 +26 Cash provided by operating activities 4,492 4,742 -5 Fr

Page 1 of 12

Ex.99(a)(5)(YY) Page 1 of 12 E.ON AG Conference Call - Nine Months Results 2006 November 8, 2006 Presentation: Dr. Erhard Schipporeit Member of the Board of Management and CFO Please check against delivery Page 2 of 12 Thank you Mr. Bernotat. Good afternoon ladies and gentlemen. I welcome you to our 2006 Nine Months Results conference call. The Nine Months Results 2006 showed again a strong perfor

E.ON AG Conference Call -

Ex.99(a)(5)(XX) E.ON AG Conference Call - Third Quarter Results 2006 November 8, 2006 Presentation: Dr. Wulf Bernotat Member of the Board of Management and CEO Please check against delivery Page 2 of 8 Good afternoon ladies and gentlemen, and welcome to our Third Quarter 2006 Conference Call. I am pleased to report that E.ON achieved a healthy growth of adjusted EBIT over the first nine months. Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

Telephone Conference on E.ON 3Q06 Interim Report Presentation by Dr. Wulf H. Bernotat Page 2 of 6 Ladies and gentlemen, welcome to today’s telephone conference in which we’ll again be reporting on the E.ON Group’s positive performance. In the first t

EX-99.(A)(5)(VV) 3 ex99-a5vv.htm SPEECH BY DR. BERNOTAT Exhibit 99.(a)(5)(VV) Telephone Conference on the Release of E.ON AG’s Interim Report for January 1 – September 30, 2006 Düsseldorf, November 8, 2006 Presentation by: Dr. Wulf H. Bernotat Chairman of the E.ON AG Board of Management and CEO Please check against delivery Telephone Conference on E.ON 3Q06 Interim Report Presentation by Dr. Wulf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

Telephone Conference on E.ON 3Q06 Interim Report Presentation by Dr. Erhard Schipporeit Page 2 of 7 Ladies and gentlemen, I too would like to welcome you to our conference call. Along with the strategic issues mentioned by Wulf Bernotat, our nine-yea

Exhibit 99.(a)(5)(WW) Telephone Conference on the Release of E.ON AG?s Interim Report for January 1 ? September 30, 2006 D?sseldorf, November 8, 2006 Presentation by: Dr. Erhard Schipporeit Member of the E.ON AG Board of Management and CFO Please check against delivery Telephone Conference on E.ON 3Q06 Interim Report Presentation by Dr. Erhard Schipporeit Page 2 of 7 Ladies and gentlemen, I too wo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2006 E.ON AG (Translation of Registrant’s Name Into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will

Page 2 of 4

Exhibit 99.(a)(5)(UU) Press Release November 8, 2006 E.ON grows sales and adjusted EBIT ? Positive signal in Endesa acquisition ? Energy competition and technology initiatives In the first nine months of 2006, E.ON grew sales by 25 percent to ?49,451 million (prior-year figure: ?39,520 million) and adjusted EBIT1 by 10 percent to ?6,064 million (?5,504 million). As anticipated, net income (after t

November 4, 2006

EX-99.(A)(5)(SS) 2 ex99-a5ss.htm PRESS RELEASE NOVEMBER 4, 2006 Exhibit 99.(A)(5)(SS) Press Release November 4, 2006 E.ON to Analyse Decision by Spanish Industry Ministry on CNE Conditions E.ON has received notification from Spain’s Industry Ministry of its decision relating to E.ON’s appeal against the conditions set by the National Energy Commission (CNE) in relation to the proposed acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

November 6, 2006

EX-99.(A)(5)(TT) 3 ex99-a5tt.htm PRESS RELEASE NOVEMBER 6, 2006 Exhibit 99.(A)(5)(TT) Press Release November 6, 2006 E.ON Accepts Decision by Spanish Industry Ministry on CNE Conditions E.ON welcomes the decision of the Spanish Industry Ministry following its appeal against the conditions set by the National Energy Commission (CNE) in relation to the proposed acquisition of Endesa. In its decision

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

October 23, 2006

EX-99.A5RR 2 ex99-a5rr.htm PRESS RELEASE Exhibit (a)(5)(RR) Press Release October 23, 2006 E.ON completes record-breaking €37.1Bn loan E.ON has completed the successful establishment and sub-underwriting of a new EUR 37.1bn syndicated term loan and guarantee facility. The facility will be used to support E.ON’s increased offer for Endesa of €35 per share. At the time of announcing the higher bid,

TABLE OF CONTENTS

E.ON AG · P.O. Box 301051 · D-40410 Düsseldorf · Germany VIA EDGAR AND FACSIMILE (202) 942-9648 Mr. Adam Phippen Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street NE Washington, D.C. 20549 USA E.ON AG E.ON-Platz 1 D-40479 Düsseldorf T +49-211-45 79-0 F +49-211-45 79-501 www.eon.com October 20, 2006 Re: Comment Letter of September 27, 2006 (Files No. 001

October 15, 2006

Press Release October 15, 2006 E.ON restructures Board of Management E.ON is to introduce a new Board structure to prepare the ground for even stronger market focus and for the Group’s future growth. The Supervisory Board of E.ON AG decided today that the future Board of Management will include not only the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Chief HR Officer b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 October 15, 2006 E.ON AG ——————————————————————————————————— (Translation of registrant’s name into English) E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany ——————————————————————————————————— (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

e-on “Delivering Profitable Growth and Performance“ October 2006

EX-99.A5QQ 2 ex99-a5qq.htm PRESENTATION e-on “Delivering Profitable Growth and Performance“ October 2006 Successful development since E.ON’s creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the Energy Business 3,352 2001 4,258 2002 5,707 2003 6,787 2004 7,333 2005 1Non-GAAP financial measure; reconciliation to consolidated n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zwölfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value €1.20 each American Depositary Shares, each representing the right to receive

October 2, 2006

EX-99.PP 3 ex99-pp.htm PRESS RELEASE Press Release October 2, 2006 E.ON submits offer document for final approval at CNMV Most attractive offer: 100% cash for 100% of Endesa shareholders Following last week’s EU ruling regarding the illegitimacy of the conditions imposed by the Spanish Energy Commission (CNE), E.ON on Friday submitted an offer document for final approval with the Spanish stock mar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) of the Securities Exchange Act of 1934 ENDESA, S.A. (Name of Subject Company (issuer)) E.ON Zw?lfte Verwaltungs GmbH E.ON AG (Names of Filing Persons (offerors)) Ordinary shares, nominal value ?1.20 each American Depositary Shares, each representing the right to receive

Please check against delivery

Exhibit 99(OO) E.ON Conference Call - Improved Offer for Endesa September 27, 2006 Presentation: Dr. Wulf Bernotat Member of the Board of Management and CEO Please check against delivery Good afternoon ladies and gentlemen, and welcome to this special conference call in which I would like to update you on recent events concerning our offer for Endesa. In particular, I want to cover three key point