EON : 16.05.2025 First Supplement to Prospectus

1st Supplement, dated 16 May 2025 to the Prospectus dated 28 February 2025.

This document constitutes a supplement (the "Supplement") for the purposes of Art. 8(10) and Art. 23 (1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation") to the base prospectus dated 28 February 2025 relating to issues of non-equity securities within the meaning of Art. 2 (c) of the Prospectus Regulation of E.ON SE and E.ON International Finance B.V. (the "Prospectus"). The Prospectus constitutes a base prospectus for the purposes of Art. 8 (1) of the Prospectus Regulation.

E.ON SE

(Essen, Federal Republic of Germany)

as Issuer and, in respect of Notes issued by E.ON International Finance B.V., as Guarantor

E.ON International Finance B.V.

('s-Hertogenbosch, The Netherlands)

as Issuer

€35,000,000,000 Debt Issuance Programme

The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority under the Prospectus Law has approved this Supplement as a supplement within the meaning of Art. 23 (1) of the Prospectus Regulation. By approving this Supplement, CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of E.ON SE or E.ON International Finance B.V., respectively, (each an "Issuer", and together, the "Issuers") in accordance with the provisions of Article 6(4) of Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129).

Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that this Supplement has been drawn up in accordance with the Prospectus Law. Each Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic Area with such notification.

Right to withdraw In accordance with Art. 23 (2) of the Prospectus Regulation, investors who have already agreed to purchase or subscribe for securities before the Supplement is published have the right, exercisable within three working days after the publication of this Supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy arose before the final closing of the offer to the public and the delivery of the securities. The final date for the right of withdrawal will be 21 May 2025. Investors wishing to exercise their right of withdrawal may contact the relevant Dealer/intermediary.

This Supplement together with the Prospectus and the document incorporated by reference are also available for viewing in electronic form on the website of the Luxembourg Stock Exchange (https://www.luxse.com).

The purpose of this Supplement is to supplement the Prospectus with information from the unaudited consolidated interim financial statements of E.ON SE as of 31 March 2025.

This Supplement is supplemental to, and should be read in conjunction with, the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Supplement.

Each of the Issuers accept responsibility for the information given in this Supplement.

Each of the Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

The Arranger and the Dealers have not separately verified the information contained in this Supplement. Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any responsibility, with respect to the accuracy or completeness of any information contained in this Supplement. Neither this Supplement nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuers, the Arranger or the Dealers that any recipient of this Supplement or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Supplement and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial condition or affairs of the Issuers during the life of the arrangements contemplated by this Supplement nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.

To the extent that there is any inconsistency between any statement included in this Supplement and any statement included or incorporated by reference in the Prospectus, the statements in this Supplement will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy since the publication of the Prospectus.

1. RISK FACTORS REGARDING E.ON SE

On pages 12 et seqq. of the Prospectus, in the section "Risk factors regarding E.ON SE" the content under the heading "1. Market Risks" shall be replaced as follows:

"

There are a number of business or operational risk factors that can affect E.ON SE's operations by having a significant negative impact on the revenues and results of E.ON SE and the E.ON Group as well as on its financial position. In the normal course of business, E.ON SE and the E.ON Group are subject to a number of risks that are inherent in the operation of their businesses. The risk factors relating to E.ON SE and the E.ON Group are presented in categories depending on their nature with the most material risk factor presented first in each category.

1. Market Risks

   E.ON Group's business units operate in an international market environment that is characterised by general risks relating to the business cycle. Thus, E.ON Group is exposed to various market risks. The risks described below may adversely affect E.ON Group's financial and asset position, results, cashflows and prospects.

   • Due to volatile commodity prices, there is the risk of an increasing negative working capital balance. In particular, working capital could negatively impact operating cash flow before interest due to timing differences between collection of residential customer revenue and the payment of energy costs through fixed credit terms.

   • E.ON Group's Energy Networks Business entails temporary risks and chances, that reflect differences between the planned volumes and the actual volumes that are being transported via the grid. Differences occur on sales and costs ("vorgelagertes Netz and vermiedene Netznutzung"). All effects are settled in the following years via the regulatory account.

   • Competitive market conditions in the Energy Retail business could lead to variations in the margin achieved from customers. The entry of new suppliers into the marketplace, along with more aggressive tactics by existing market participants, have created increased competition for sales business. Such developments could negatively influence the number of E.ON Group's customer accounts, which could impact E.ON Group's sales volume and gross margin.

   • E.ON Group uses different sources for its commodity procurement. A significant part is covered via exchanges, which entails regular margining requirements (initial and variation margins). High volatility of commodity prices increases the demand for higher initial margins. Furthermore, price movements may lead to higher variation margins. Thus, E.ON Group may be affected by high liquidity demands on short notice.

   "

2. E.ON SE as Issuer

   On page 24 of the Prospectus, in the section "Selected Financial Information" the content under the heading "Historical Financials" shall be replaced by the following:

   "

   The following table sets out selected historical financial information relating to E.ON Group.

   € in millions	31 Mar. 2025	31 Mar. 2024	+/- %	31 Dec. 2024	31 Dec. 2023	+/- %
   Sales1)	25,216	22,641	11	80,119	93,686	-14
   Income from
   continuing operations	1,141	1,305	-13	8,332	1,195	597
   before interest results
   and income taxes
   Adjusted EBITDA2)	3,226	2,745	18	9,049	9,370	-3
   Net income/Net loss	754	838	-10	5,562	760	632

   Adjusted net income3)	1,273	1,047	22	2,856	3,068	-7
   Cash provided by
   (used for) operating
   activities of continuing	-1,464	-1,183	-24	5,673	5,654	0
   operations (operating
   cash flow)4)
   Cash provided by
   (used for) investing	-1,316	-957		-6,626	-5,588
   activities of continuing
   operations
   Cash provided by
   (used for) financing	428	2,291		1,106	-1,844
   activities of continuing
   operations
   Net financial debt
   (Non-current financial
   liabilities plus current
   financial liabilities	36,715	32,204	14	33,312	29,855	12
   minus cash and cash
   equivalents), (at
   reporting date)
   Economic net debt (at	44,205	39,496	12	-41,067	37,691	9
   reporting date)5)
   Debt Factor	-	-		4.5	4.0	0.56
   Equity (at reporting	25,282	21,047	20	24,166	19,970	21
   date)
   Total assets (at	112,296	113,956	-1	111,361	113,506	-2
   reporting date)
   1) Further information can be found in Note 5 to the audited consolidated financial statements as of and for the financial year ended 31 December 2024. 2) To improve its meaningfulness as an indicator of the sustainable earnings power of the E.ON Group's business, unadjusted EBITDA is adjusted for certain non-operating effects. It is a Non-GAAP Financial Measure reported for information purposes. For further information and a reconciliation, please see chapter "E.ON SE as Issuer and Guarantor" pages 24-26 "Non-GAAP Financial Measures". 3) Adjusted net income is an earnings figure after financial results, income taxes, and non-controlling interests that has been adjusted to exclude non-operating effects. It is a Non-GAAP Financial Measure and the E.ON SE Management Board uses this figure in conjunction with its dividend policy. For further information and a reconciliation, please see chapter "E.ON SE as Issuer and Guarantor" pages 24-26 "Non-GAAP Financial Measures". 4) Economic net debt includes not only financial liabilities but also provisions for pensions and asset-retirement obligations. For further information and a reconciliation, please see chapter "E.ON SE as Issuer and Guarantor" pages 24-26 "Non-GAAP Financial Measures". 5) Ratio between economic net debt and adjusted EBITDA. 6) Change in absolute terms.

   "

3. E.ON SE as Issuer

   On page 26 of the Prospectus, in the section "Selected Financial Information" the content under the heading "Reconciliation of adjusted EBITDA" shall be replaced by the following:

   "

   € in millions	31 Mar. 2025	31 Mar. 2024	31 Dec. 2024	31 Dec. 2023
   Adjusted EBITDA	3,226	2,745	9,049	9,370

   -1,128	44	3,766	-4,587
   2,098	2,789	12,815	4,783
   -957	-1,484	-4,483	-3,588
   1,141	1,305	8,332	1,195

   Non-operating adjustments of EBITDA

   Income/loss from continuing operations before depreciation, interest result and income taxes

   Scheduled depreciation/impairments and amortization/reversals

   Income/loss from continuing operations before interest result and income taxes

   "

4. E.ON SE as Issuer

   On page 26 of the Prospectus, in the section "Selected Financial Information" the content under the heading "Reconciliation of adjusted net income" shall be replaced by the following:

   "

   € in millions	31 Mar. 2025	31 Mar. 2024	31 Dec. 2024	31 Dec. 2023
   Adjusted net income	1,273	1,047	2,856	3,068
   Operating earnings attributable to non-	281	250	610	912
   controlling interests
   Non-operating adjustments of net income	-800	-459	2,096	-3,281
   Income from continuing operations	754	838	5,562	699
   Income/loss from disc. operations, net	-	-		61
   Net income	754	838		760

   "

5. E.ON SE as Issuer

On page 26 of the Prospectus, in the section "Selected Financial Information" the content under the heading "Reconciliation of economic net debt and net financial position" shall be replaced by the following:

"

€ in millions	31 Mar. 2025	31 Dec. 2024	31 Dec. 2023
Liquid funds	5,042	7,280	7,412
Non-current securities	851	869	1,177
Financial liabilities1)	-38,755	-37,677	-33,943
FX hedging adjustment	109	316	11
Net financial position	-32,753	-29,212	-25,343
Provisions for pensions	-5,037	-5,181	-4,985
Asset-retirement obligations	-6,415	-6,674	-7,363
Economic net debt	-44,205	-41,067	-37,691
Adjusted EBITDA	3,226	9,049	9,370
Debt Factor	-	4.5	4.0
1) Bonds previously issued by innogy are recorded at their nominal value. The figure shown in the consolidated balance sheet is €1.3 billion higher (year-end 2024: €1.4 billion higher). For further information and a reconciliation, please see chapter "E.ON SE as Issuer and Guarantor" pages 24-26 "Non-GAAP Financial Measures".

"