EVN AG (Maria Enzersdorf, Republic of Austria)

EVN AG (Maria Enzersdorf, Republic of Austria) JPY 12,000,000,000 3.13 % Notes of 2009/2024 Issue Price: 100 % EVN AG, Maria Enzersdorf, Austria (the ‘‘Issuer’’) will issue on 7 January 2009 (the ‘‘Issue Date’’) JPY 12,000,000,000 3.13 % Notes (the ‘‘Notes’’). The Notes will be redeemed at par on 9 January 2024. The Notes will bear interest from and including 7 January 2009 to, but excluding, 9 January 2024 at a rate of 3.13 % per annum, payable semi-annually in arrear on 9 July and 9 January in each year, commencing on 9 July 2009 (long first coupon). This prospectus dated 2 January 2009 (the ‘‘Prospectus’’) constitutes a prospectus within the meaning of Article 5 of the Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (the ‘‘Prospectus Directive’’). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Sector Financier of the Grand Duchy of Luxembourg (the “CSSF”) in its capacity as competent authority under the Luxembourg Law relating to prospectuses (Loi relative aus prospectus pour valeurs mobilières), which implements Directive 2003/71/EC of the Eurpoean Parliament and the Council of 4 November 2003. Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange (‘‘Bourse de Luxembourg’’), a market appearing on the list of regulated markets issued by the E.C. pursuant to Directive 2004/39/EC of 21 April 2004 on markets in financial instruments. Lead Manager Deutsche Bank 2 RESPONSIBILITY STATEMENT EVN AG as Issuer with its registered office in Maria Enzersdorf, Austria, accepts responsibility for the information contained in this Prospectus, including the information incorporated into this Prospectus by reference, and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its importance. NOTICE The Issuer confirms that (i) this Prospectus contains all information with respect to the Issuer and to the Notes which is material in the context of the issue and sale of the Notes, including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer and the Notes are in all material respects true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer or the Notes the omission of which would, in the context of the issue and sale of the Notes, make any statement in this Prospectus misleading in any material respect; and (iv) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. This Prospectus contains certain forward-looking statements, including statements using the words ‘‘believes’’, ‘‘anticipates’’, ‘‘intends’’, ‘‘expects’’ or other similar terms. This applies in particular to statements under the caption ‘‘BUSINESS OF EVN AG’’ and statements elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and expectations regarding developments in the business of the Issuer. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause the actual results, including the financial position and profitability of the Issuer, to be materially different from or worse than those expressed or implied by these forward-looking statements. The Issuer does not assume any obligation to update such forward-looking statements and to adapt them to future events or developments. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer or Deutsche Bank AG, London Branch as lead manager (the ‘‘Lead Manager’’). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer which is material in the context of the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently supplemented, or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this Prospectus by reference, or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Lead Manager to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer or the Lead Manager to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus may not be used for or in connection with any offer or invitation by anybody in any jurisdiction or in any circumstances in which such offer or invitation is unlawful or unauthorised. 3 No action has been taken by the Issuer or the Lead Manager other than as set out in this Prospectus that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus (nor any part hereof) nor any offering circular, prospectus, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Lead Manager has represented that all offers and sales by it have been made on such terms. The distribution of this Prospectus (or of any part thereof) and the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part thereof) comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restrictions. In particular, the Notes represent obligations of the Issuer only, and do not represent obligations of the Lead Manager or any of its affiliates or any affiliate of the Issuer or any other third person or entity. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see ‘‘Subscription and Sale’’. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) AND INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS. In this Prospectus, all references to ‘‘€’’, ‘‘EUR’’ or ‘‘Euro’’ are to the single currency which was introduced on January 1, 1999 with the start of the third stage of European Economics and Monetary Union. 4 TABLE OF CONTENTS Page Summary .............................................................................................................................................. 6 Summary regarding the Notes........................................................................................................ 6 Summary regarding Risk Factors ................................................................................................... 9 Summary regarding EVN AG........................................................................................................ 11 Risk Factors ....................................................................................................................................... 13 Risk Factors regarding EVN AG. .................................................................................................. 13 Risk Factors regarding the Notes ................................................................................................. 14 Anleihebedingungen/ Conditions of Issue ..................................................................................... 17 General Information about EVN AG................................................................................................

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