The Board of Management and the Supervisory Board hereby declare that E.ON AG complies with the recommendations contained in the German Corporate Governance Code prepared by the Government Commission appointed by the German Minister of Justice and published in the official section of the electronic version of the Bundesanzeiger with only two exceptions.

 

1. Item 3.8 of the German Corporate Governance Code recommends that the liability insurance provided for members of the Board of Management and Supervisory Board (so-called D&O insurance) should include an appropriate deductible.

 

The D&O liability insurance E.ON provides for members of the Board of Management and Supervisory Board does not include a deductible. E.ON believes that imposing deductibles is not an appropriate means of improving the sense of responsibility with which the members of the Board of Management and Supervisory Board perform their assigned tasks and functions. E.ON's policy in this regard conforms with international standards and with those in effect at its subsidiaries in the U.K. and the U.S.

 

2. Item 5.4.5 of the German Corporate Governance Code recommends that chairpersons of Supervisory Board committees receive extra compensation for their service in this regard.

 

The Board of Management and the Supervisory Board intend to propose an amendment to E.ON AG's Articles of Association according to which chairpersons of Supervisory Board committees would receive such extra compensation in future.


Düsseldorf
December 19, 2002

For the Supervisory Board of E.ON AG
Dr. Klaus Liesen

For the Board of Management of E.ON AG
Ulrich Hartmann

Prof. Dr. Wilhelm Simson