The U.S. Securities and Exchange Commission ("SEC") rules require E.ON AG (the "Company") to disclose the adoption of a written Code of Ethics (the "Code"). The Code applies to the members of the Board of Management, the members of the Disclosure Committee of the Company and other persons responsible for the Company's finance, control and accounting functions (the "Senior Financial Officers"). The Company's Senior Financial Officers hold an important and elevated role in the Company's corporate governance. As members of the senior management team, the Senior Financial Officers are uniquely capable and empowered to ensure that all stakeholders' interests are appropriately balanced, protected and preserved and deter wrongdoing.

 

In addition to the Code the Company has in place a general code of conduct applying to all officers, directors and employees.

The Company requires all Senior Financial Officers to act honestly and ethically in the conduct of all business activities for the Company. In that regard, conflicts of interest are prohibited as a matter of Company policy.

 

A conflict of interest exists when a person's private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when a Senior Financial Officer takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when a Senior Financial Officer or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

 

Each Senior Financial Officer is expected to avoid any outside activity, financial interest or relationship that may present a possible conflict of interest or the appearance of a conflict. Each Senior Financial Officer is required to promptly disclose any such conflict of interest to the Compliance Officer. If the Compliance Officer is ever the subject of a possible conflict of interest, he or she will remove himself or herself from any resulting investigation or deliberations.

The Company's Senior Financial Officers are responsible for ensuring that the Company's financial statements, public reports and communications contain disclosure that is full, fair, accurate, timely and understandable. In that regard, the Senior Financial Officers are responsible for establishing and maintaining effective disclosure controls and procedures and internal controls and procedures for financial reporting.

The Company actively promotes compliance with all laws, rules and regulations, including insider trading laws, in each jurisdiction in which it does business. Insider trading in the Company's securities is both unethical and illegal, and will be dealt with severely.

The Company actively promotes ethical behavior in all its business activities. Senior Financial Officers are required to report violations of law, rules, regulations and this Code to the Compliance Officer. If the Compliance Officer is ever the subject of a possible violation, he or she will remove himself or herself from any resulting investigation or deliberations.

Each Senior Financial Officer has a personal responsibility to ensure that his or her actions abide by this Code. The Senior Financial Officers have the additional responsibility of fostering a culture in which compliance with all applicable laws is at the core of all the Company's business activities. Concerns about appropriate conduct must be promptly addressed with care and respect.

 

The values and responsibilities set forth in this Code are important to the Company and must be taken seriously. Accordingly, violations of these values and responsibilities will lead to disciplinary action in accordance with the Company's policies.

Any change to, and any waiver of the provisions of, this Code for a Senior Financial Officer may be made only with the approval of the Board of Management after consultation with the Compliance Officer. Waivers are required in the event of any material departure from any provision of this Code.

The Senior Vice President Internal Audit of the Company shall perform the function of Compliance Officer. The Compliance Officer shall be responsible for assisting the Board of Management's oversight of the operation of this Code. The Compliance Officer shall assess the adequacy of this Code periodically and recommend any changes to the Board of Management.

 

Any change to, or waiver for a Senior Financial Officer from, any provision of this Code should be promptly disclosed to shareholders, by either (1) submission to the SEC in a report on Form 6-K within 48 hours of notification or (2) dissemination on the Company's website where such disclosure should remain posted for at least 12 months. If the Company decides to make such a disclosure by internet dissemination, the Company should disclose this decision in a report on Form 6-K. The Company should retain the underlying disclosure in its files for at least five years. In addition, the Company is required to disclose changes to, or waivers from, the Code of Ethics for Senior Financial Officers annually in its Form 20-F. Any such disclosure should also be disclosed as may be required by applicable stock exchange regulations. "Implicit waivers" are included within the definition of "waivers" and are defined as the failure by the registrant to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to a member of the Board of Management.