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Innogy Finance B.V., Innogy Se Debt Issuance Programme Prospectus dated 13 April 2018 This document constitutes two base prospectuses for the purposes of Article 5.4 of the Prospectus Directive and the Luxembourg law relating to prospectuses for securities of 10 July 2005, as amended, (Loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law"), which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of innogy SE in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity Securities") and (ii) the base prospectus of innogy Finance B.V. in respect of Non-Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Prospectus"). innogy SE (Essen, Federal Republic of Germany) as Issuer and, in respect of Notes issued by innogy Finance B.V., as Guarantor innogy Finance B.V. (´s-Hertogenbosch, The Netherlands) as Issuer € 20,000,000,000 Debt Issuance Programme (the "Programme") The payments of all amounts due in respect of Notes issued by innogy Finance B.V. will be unconditionally and irrevocably guaranteed by innogy SE. Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "Commission"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive, for its approval of this Prospectus. Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange and to trade Notes on the Regulated Market "Bourse de Luxembourg" (the "Regulated Market"). The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"). Notes issued under the Programme may also be listed on the Frankfurt Stock Exchange or may not be listed at all. Each Issuer has requested the Commission in its capacity as competent authority under the Luxembourg Law to provide the competent authorities in the Federal Republic of Germany ("Germany"), The Netherlands, the Republic of Austria, and the United Kingdom of Great Britain and Northern Ireland with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law ("Notification"). Each Issuer may request the Commission to provide competent authorities in additional Member States within the European Economic Area with a Notification. By approving a prospectus, the Commission shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer pursuant to Article 7(7) of the Luxembourg law on prospectuses for securities. Arranger and Dealer Deutsche Bank This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of innogy Group (www.innogy.com). This Prospectus is valid for a period of twelve months after its approval. 2 RESPONSIBILITY STATEMENT innogy SE ("innogy", "innogy SE" or the "Guarantor", together with its consolidated group companies, the "innogy Group") with its registered office in Essen, Federal Republic of Germany and innogy Finance B.V. ("innogy Finance") with its registered office in 's-Hertogenbosch, The Netherlands (herein each also called an "Issuer" and together the "Issuers") accept responsibility for the information given in this Prospectus and for the information which will be contained in the Final Terms (as defined herein). Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus 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. NOTICE This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated herein by reference. Full information on the Issuers and any tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant Final Terms (as defined herein). Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the rights attaching to the Notes which is material in the context of the Programme; that the information contained herein with respect to the Issuers and the Notes is accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with respect to the Issuers or the Notes, the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuers have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. Each Issuer and the Guarantor has undertaken with the Dealers to supplement this Prospectus or publish a new Prospectus (i) if and when the information herein should become materially inaccurate or incomplete and (ii) in the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus in respect of Notes issued on the basis of this Prospectus which is capable of affecting the assessment of the Notes and where approval of the Commission of any such document is required, to have such document approved by the Commission. No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by any Issuer or any other information in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuers, the Dealers or any of them. To the extent permitted by the law of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus is valid for 12 months after its approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuers since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America, the European Economic Area in general, the 3 United Kingdom ("UK"), The Netherlands and Japan see "Selling Restrictions". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. The language of the Prospectus is English. The German versions of the English language Terms and Conditions and Guarantee are shown in the Prospectus for additional information. As to form and content and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding language if so specified in the relevant Final Terms. In respect of the Guarantee, the German language version is always controlling and legally binding as to form and content, and all rights and obligations of the Holders and the Guarantor thereunder. The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
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