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Innogy SE in Respect of Non-Equity Securities Within the Meaning of Art

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Innogy SE in Respect of Non-Equity Securities Within the Meaning of Art Second Supplement dated 18 January 2019 to the Prospectus dated 13 April 2018 as supplemented by the First Supplement dated 18 May 2018 This document constitutes a supplement (the "Second Supplement") within the meaning of Article 16 of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (the "Prospectus Directive") to two base prospectuses: (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 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"). This Second Supplement is supplemental to and must be read in conjunction with the Debt Issuance Programme Prospectus dated 13 April 2018 as supplemented by the First Supplement dated 18 May 2018 (together, the "Supplemented 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 Issuers (as defined below) have requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "Commission") in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières, the "Luxembourg Law"), which implements the Prospectus Directive, to approve this Second Supplement and 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 Second Supplement has been drawn up in accordance with the Luxembourg Law (each a "Notification"). The Issuers 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 Issuers pursuant to Article 7(7) of the Luxembourg Law. This Second Supplement has been approved by the Commission, has been filed with said authority and 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). 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") are solely responsible for the information given in this Second Supplement. Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Second 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. Terms defined or otherwise attributed meanings in the Supplemented Prospectus have the same meaning in this Second Supplement. This Second Supplement shall only be distributed in connection with and should only be read in conjunction with the Supplemented Prospectus. To the extent that there is any inconsistency between any statement in this Second Supplement and any other statement in or incorporated by reference into the Supplemented Prospectus, the statements in this Second Supplement will prevail. Save as disclosed in this Second Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Supplemented Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Supplemented Prospectus. Each Issuer has confirmed to the Dealers that this Second Supplement 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 Second Supplement and the Supplemented 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. No person has been authorised to give any information which is not contained in or not consistent with this Second Supplement and the Supplemented 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 Second Supplement and the Supplemented Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in this Second Supplement and the Supplemented Prospectus, or any Final Terms or any document incorporated therein 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. RIGHT TO WITHDRAW In accordance with Article 13 paragraph 2 of the Luxembourg Law, where the Supplemented Prospectus relates to an offer of Notes to the public, investors who have already agreed to purchase or subscribe for Notes before this Second Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Second Supplement, until 22 January 2019, to withdraw their acceptances provided that the new factor, mistake or inaccuracy referred to in Article 13 paragraph 1 of the Luxembourg Law arose before the final closing of the 3 offer to the public and the delivery of the Notes. 4 Supplemental information I. Replacement and supplemental information pertaining to the SUMMARY and the GERMAN TRANSLATION OF THE SUMMARY 1. "Element B.5" under the heading "SUMMARY – Section B – [Issuer] [Guarantor]" on page 8 of the Supplemented Prospectus shall be replaced by the following: "B.5 Description of the innogy SE is the parent company of the innogy Group. Group and the Issuer's The innogy Group is divided into three functionally distinct position within the divisions: Renewables, Grid & Infrastructure and Retail. Group When considering also geographical aspects, the Group is divided into six operating segments: • Renewables; • Grid & Infrastructure Germany; • Grid & Infrastructure Eastern Europe; • Retail Germany; • Retail Netherlands/Belgium; and • Retail Eastern Europe Since the third quarter of 2018, the retail operations of npower and thus the segment Retail United Kingdom are reported as discontinued operations according to IFRS 5. After stopping the negotiations with SSE in December 2018 the Retail UK segment will be accounted for as continued operations again in the future. The divisions are supported by in-house service providers. innogy as the group's head office concentrates on group- managing tasks." 2. "Element B.12" under the heading "SUMMARY – Section B – [Issuer] [Guarantor]" on page 9 of the Supplemented Prospectus shall be replaced by the following: "B.12 Selected historical key financial information Selected Balance Sheet information (unaudited) (audited) (audited) 30 Sep 31 Dec 31 Dec 2018 2017 2016 € in million Non-current assets 37,097 36,502 36,239 Current assets 13,621 10,312 10,651 Assets 50,718 46,814 46,890 5 Equity 11,197 11,252 10,667 Non-current liabilities 26,091 22,913 24,442 Current liabilities 13,430 12,649 11,781 Equity and liabilities 50,718 46,814 46,890 Selected Income Statement information (audited) 2017 2016 € in million Revenue 41,119 41,549 Income before tax 1,648 2,201 Income 1,149 1,786 Net income / income attributable to innogy SE shareholders 778 1,513 Basic and diluted earnings per common and preferred share in € 1.40 4.15 (unaudited) Jan – Sep Jan – Sep 2018 20171 € in million Revenue (continued operations) 22,408 24,811 Income before tax (continued operations) 1,513 1,760 Income (continued operations) 1,057 1,315 Income (discontinued operations) (571) (662) Income 486 653 Net income / income attributable to innogy SE shareholders 228 389 Basic and diluted earnings per common and preferred share in € 0.41 0.70 Selected Cash Flow Statement information (audited) 2017 2016 € in million Cash flows from operating activities 2,654 2,674 Cash flows from investing activities (after initial/subsequent transfer
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