The Board of Management and the Supervisory Board hereby declare that E.ON AG has been in full compliance with the recommendations contained in the German Corporate Governance Code ("the Code"), dated May 26, 2010, 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 since the last annual declaration on December 13, 2010 until the updating of the declaration on March 8, 2011. Since then, E.ON has been in full compliance and will fully comply with the recommendations in the future, with the following exception:

According to item 5.4.6 para. 2 of the Code, the members of the Supervisory Board shall receive fixed as well as a performance-related compensation. The Annual Shareholders' Meeting in May 2011 has decided to implement a new compensation scheme which comprises a fixed compensation only, and to amend the company's Articles of Associations accordingly. This new compensation structure applies to the fiscal year 2011 for the first time. The performance related compensation shall be dispensed to further strengthen the Supervisory Board's independence. Also, the new compensation system takes account of current developments in the corporate governance discussion.

Düsseldorf, December 12, 2011

For the Supervisory Board of E.ON AG
Werner Wenning
(Chairman of the Supervisory Board of E.ON AG)

For the Board of Management of E.ON AG
Dr. Johannes Teyssen
(Chairman of the Board of Management of E.ON AG)