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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$8,619,114.649
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$264,607
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
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Amount
Previously Paid: $871,059
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Form or Registration No.: Schedule TO and Schedule TO/A
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Filing
Party:
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E.ON
Aktiengesellschaft
E.ON
Zwölfte Verwaltungs
GmbH |
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Date Filed: January 26, 2007 and February 8, 2007
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o
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
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x
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3
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o
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the
results
of the tender offer: o
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Exhibit
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Description
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(a)(5)(KKK)
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Press
Release dated March 29, 2007
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| E.ON Zwölfte Verwaltungs GmbH | ||
| By: /s/ Karl-Heinz Feldmann | ||
| Name:
Mr. Karl-Heinz Feldmann Title: Managing Director |
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| By: /s/ Dr. Patrick Wolff | ||
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Name: Dr. Patrick Wolff
Title: Managing Director
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| E.ON Aktiengesellschaft | ||
| By: /s/ Dr. Michael Gaul | ||
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Name:
Dr. Michael Gaul
Title:
Member of the Board of Management
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By:
/s/
Karl-Heinz
Feldmann
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Name:
Mr. Karl-Heinz Feldmann
Title:
Senior Vice President and General
Counsel
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Exhibit
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Description
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(a)(1)(A)
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Offer
to Purchase dated January 26, 2007
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(a)(1)(B)
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Form
of Share Form of Acceptance
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(a)(1)(C)
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Form
of ADS Letter of Transmittal
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(a)(1)(D)
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Form
of Notice of Guaranteed Delivery
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(a)(1)(E)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other
Nominees
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(a)(1)(F)
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Form
of Letter to Holders of American Depositary Receipts
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(a)(1)(G)
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Form
of Letter to Financial Intermediaries and Custodians
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(a)(1)(H)
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Form
of Letter to Holders of Ordinary Shares
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(a)(1)(I)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W−9
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(a)(1)(J)
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Limited
Due Diligence Information Obtained from Endesa
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(a)(1)(K)
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Supplement
to the U.S. Offer to Purchase dated February 14, 2007
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(a)(1)(L)
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Revised
Form of Share Form of Acceptance
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(a)(1)(M)
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Revised
Form of ADS Letter of Transmittal
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(a)(1)(N)
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Revised
Form of Notice of Guaranteed Delivery
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(a)(1)(O)
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Revised
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and
Other Nominees
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(a)(1)(P)
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Revised
Form of Letter to Holders of American Depositary
Receipts
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(a)(1)(Q)
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Revised
Form of Letter to Financial Intermediaries and
Custodians
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(a)(1)(R)
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Revised
Form of Letter to Holders of Ordinary Shares
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(a)(5)(A)
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Press
Release dated February 21, 2006, announcing the cash offer for Endesa,
incorporated by reference to the pre-commencement Schedule TO filed
by
E.ON on February 21, 2006
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(a)(5)(B)
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Press
Release dated September 26, 2006, announcing the intention to increase
the
offer price to at least €35.00, incorporated by reference to the
pre-commencement Schedule TO filed by E.ON on September 26,
2006
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(a)(5)(C)
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English
translation of the Relevant Notice filed with the CNMV on January
2, 2007,
announcing the intention to reduce the increased offer price to at
least
€34.50, incorporated by reference to the pre-commencement Schedule
TO
filed by E.ON on January 3, 2007
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(a)(5)(D)
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Form
of Summary Advertisement, published in The Wall Street Journal on
January
26, 2007
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(a)(5)(E)
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Press
Release dated January 26, 2007, announcing the intention to submit
E.ON
12’s final offer via the Spanish “sealed envelope”
procedure
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(a)(5)(F)
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English
translation of an advertisement relating to the Offers published
in the
Spanish press
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(a)(5)(G)
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Investor
Presentation February 2007
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(a)(5)(H)
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Press
release dated February 2, 2007, announcing E.ON 12’s intention to submit
its final bid to the CNMV
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(a)(5)(I)
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English
translation of the ad-hoc notice filed with the German BaFin on February
2, 2007, announcing the submission of E.ON 12’s final bid to the
CNMV
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(a)(5)(J)
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Press
Release dated February 3, 2007, announcing the submission of E.ON
12’s
final bid to the CNMV
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(a)(5)(K)
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Transcript
of the Press Conference Speech by Dr. Wulf H. Bernotat on February
3,
2007
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(a)(5)(L)
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Presentation
dated February 3, 2007
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(a)(5)(M)
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Transcript
of the Investor Conference Call Speech by Dr. Wulf H. Bernotat on
February
3, 2007
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(a)(5)(N)
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Transcript
of the Press Conference held on February 3, 2007
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(a)(5)(O)
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Press
Release dated February 6, 2007
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(a)(5)(P)
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Transcript
of the Investor Conference Call on February 3, 2007
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(a)(5)(Q)
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Form
of Notice published in The Wall Street Journal on February 8, 2007,
announcing the increase of the offer price to €38.75
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(a)(5)(R)
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English
translation of an advertisement relating to the Offers published
in the
Spanish press
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(a)(5)(S)
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English
translation of Spanish advertisements
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(a)(5)(T)
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English
translation of the content of the website www.eonsi.es
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(a)(5)(U)
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Roadshow
Presentation
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(a)(5)(V)
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Press
Release dated February 14, 2007, announcing the extension of the
acceptance period
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(a)(5)(W)
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Transcript
of the Press Conference Speech by Dr. Wulf H. Bernotat on February
14,
2007
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(a)(5)(X)
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Investor
Presentation February 2007
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(a)(5)(Y)
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English
translation of the Spanish announcement of the extension of the acceptance
period in the Spanish press
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(a)(5)(Z)
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English
translation of a Spanish brochure used by E.ON in connection with
the
Offers
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(a)(5)(AA)
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Press
Release dated February 28, 2007
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(a)(5)(BB)
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English
translation of Spanish advertisement
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(a)(5)(CC)
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English
translation of the Ad-hoc Notice filed with the German BaFin on March
6,
2007
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(a)(5)(DD)
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English
translation of the Relevant Notice filed with the CNMV on March 6,
2007
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(a)(5)(EE)
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Transcript
of the Press Conference Speech by Dr. Wulf H. Bernotat on March 7,
2007
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(a)(5)(FF)
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Transcript
of the Press Conference Speech by Dr. Marcus Schenck on March 7,
2007
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(a)(5)(GG)
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Presentation
by Dr. Wulf H. Bernotat on March 7, 2007
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(a)(5)(HH)
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Presentation
by Dr. Marcus Schenck on March 7, 2007
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(a)(5)(II)
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Press
Release dated March 7, 2007
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(a)(5)(JJ)
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Transcript
of the Conference Call Speech by Dr. Wulf H. Bernotat on March 7,
2007
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(a)(5)(KK)
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Transcript
of the Conference Call Speech by Dr. Marcus Schenck on March 7,
2007
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(a)(5)(LL)
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Transcript
of the Q&A Session in the Conference Call on March 7,
2007
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(a)(5)(MM)
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English
translation of the updated Questions & Answers on the website
eonsi.es
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(a)(5)(NN)
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Transcript
of the Q&A Session in the Press Conference on March 7,
2007
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(a)(5)(OO)
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English
translation of an advertisement published in Spanish
newspapers
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(a)(5)(PP)
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Letter
sent to holders of Endesa ADSs
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(a)(5)(QQ)
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English
translation of advertisements published in Spanish
newspapers
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(a)(5)(RR)
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English
translation of Internet banner
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(a)(5)(SS)
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Advertisement
published in the Wall Street Journal on March 22, 2007
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(a)(5)(TT)
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English
translation of the Relevant Notice filed with the CNMV on March 22,
2007
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(a)(5)(UU)
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English
translation of the updated content of the website
www.eonsi.es
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(a)(5)(VV)
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Investor
Presentation March 2007
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| (a)(5)(WW) | Ad Hoc Notice dated March 26, 2007 | |
| (a)(5)(XX) | Press Release dated March 26, 2007 | |
| (a)(5)(YY) | English translation of a Relevant Notice filed with the CNMV on March 26, 2007 | |
| (a)(5)(ZZ) | ISDA Master Agreement dated March 27, 2007 | |
| (a)(5)(AAA) | Schedule to the ISDA Master Agreement dated March 27, 2007 | |
| (a)(5)(BBB) | Confirmation of Share Swap Transaction dated March 27, 2007 | |
| (a)(5)(CCC) | Fee Letter dated March 27, 2007 | |
| (a)(5)(DDD) | Press Release dated March 27, 2007 | |
| (a)(5)(EEE) | English translation of an advertisement published in Spanish newspapers | |
| (a)(5)(FFF) | English translation of Spanish internet banner | |
| (a)(5)(GGG) | English translation of an advertisement published in Spanish newspapers | |
| (a)(5)(HHH) | English translation of the updated content of the website eonsi.es | |
| (a)(5)(III) | English translation of the updated Questions & Answers on the website eonsi.es | |
| (a)(5)(JJJ) | Presentation dated March 28, 2007 | |
| (a)(5)(KKK) | Press Release dated March 29, 2007 | |
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(b)(1)
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Syndicated
Term and Guarantee Facility Agreement, dated October 16, 2006, between
and
among E.ON, as Original Borrower and Guarantor, HSBC Bank plc, Citigroup
Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank
of
Scotland plc and Deutsche Bank AG, as mandated lead arrangers and
the
other parties thereto
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(b)(2)
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Term
Loan and Guarantee Facility Agreement, dated February 2, 2007, between
and
among E.ON, as Original Borrower and Guarantor, HSBC Bank plc., Citigroup
Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank
of
Scotland plc and Deutsche Bank AG, as mandated lead arrangers and
the
other parties thereto
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(d)(1)
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Confidentiality
Agreement, dated January 16, 2006, between E.ON and
Endesa
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(g)
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Not
applicable
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(h)
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Not
applicable
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