029 Group SE

M&A Activity • Sep 26, 2017

News Details

Takeover Bids | 26 September 2017 18:15

Takeover Offer;

Target company: Uniper SE; Bidder: Karemi Charge and Drive SE (to be renamed Fortum Deutschland SE)

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the Decision to make a Public Takeover Offer (öffentliches

Übernahmeangebot) pursuant to Section 10 para. 1 in conjunction with

Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz – ‘WpÜG’)

Bidder:

Karemi Charge and Drive SE (to be renamed Fortum Deutschland SE)

Benrather Straße 18-20

c/o Hengeler Mueller

40213 Düsseldorf

Germany

registered in the commercial register of the local court (Amtsgericht) of

Düsseldorf under HRB 81008

Target:

Uniper SE

E.ON-Platz 1

40479 Düsseldorf

Germany

registered in the commercial register of the local court (Amtsgericht) of

Düsseldorf under HRB 77425

ISIN: DE000UNSE018 (WKN: UNSE01)

Today, Karemi Charge and Drive SE (to be renamed Fortum Deutschland SE)

(the ‘Bidder’) decided to make a voluntary public takeover offer to the

shareholders of Uniper SE (the ‘Uniper-Shareholders’) to acquire their

registered shares in Uniper SE with no par value, each representing a pro-

rata amount of the share capital of EUR 1.70 (the ‘Uniper-Shares’) against

payment of a cash consideration of EUR 21.31 per Uniper-Share (the

‘Takeover Offer’). In addition, the Uniper-Shareholders of the company

shall benefit from the dividend to be paid for financial year 2017, which

is expected to be an amount of EUR 0.69 per Uniper-Share, resulting in a

total offer value of EUR 22.00 per Uniper-Share. If the consummation of the

Takeover Offer occurs prior to the next annual general meeting of Uniper

SE, which will resolve upon the distribution of profits for financial year

2017, the cash consideration will be increased by EUR 0.69 per Uniper-Share

to EUR 22.00 per Uniper-Share. If the consummation of the Takeover Offer

occurs after the next annual general meeting of Uniper SE, the Uniper-

Shareholders will in addition receive the Uniper dividend for financial

year 2017 from Uniper SE. If the Uniper dividend for financial year 2017 is

less than EUR 0.69 per Uniper-Share, the Bidder will compensate those

Uniper-Shareholders who have tendered their shares for the difference to

the amount of EUR 0.69 accordingly.

The offer document (in the German language as well as in a non-binding

English translation) as well as further information relating to the

Takeover Offer will be published on the internet at www.powerful-

combination.com Additionally, the publication of the offer document will be

announced in the federal gazette (Bundesanzeiger).

Further Information:

The Bidder is a wholly owned indirect subsidiary of Fortum Oyj with

registered office at Espoo, Finland. Fortum Oyj and E.ON SE have today

signed a transaction agreement under which E.ON has the right to tender its

46.65% shareholding in Uniper SE into the Takeover Offer in early 2018 for

the same consideration as offered to all shareholders. The agreement

further provides that if E.ON does not tender its Uniper-Shares, the Bidder

will have the right to sell to E.ON any Uniper-Shares acquired in

connection with the Takeover Offer, and, in addition, receive a

compensation payment from E.ON.

The Takeover Offer will not have a minimum acceptance threshold but will be

subject to competition and other regulatory clearances. Apart from this,

the Takeover Offer will be made on and subject to the terms and conditions

to be set out in the offer document.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of Uniper SE. The definite terms and conditions of the

Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority has granted permission to publish

the offer document. Investors and holders of shares in Uniper SE are

strongly advised to read the offer document and all other relevant

documents regarding the Takeover Offer when they become available, since

they will contain important information. The Bidder reserves the right, to

the extent permissible under applicable law, to acquire, directly or

indirectly, additional Uniper Shares outside of the Takeover Offer on or

off the stock exchange. To the extent such acquisitions occur, information

about them will be published according to the applicable statutory

provisions.

Düsseldorf, 26 September 2017

Karemi Charge and Drive SE (to be renamed Fortum Deutschland SE)

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Listed: Regulated Market (Regulierter Markt) (Prime Standard) in Frankfurt

(Xetra), over-the-counter dealings (Freiverkehr) in Berlin, Düsseldorf,

Hamburg, Hannover, München and Stuttgart as well as on Lange & Schwarz,

Quotrix and Tradegate Exchange

End of WpÜG announcement

The 26.09.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt (Prime Standard) in Frankfurt (Xetra);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart

sowie über Tradegate Exchange