Declaration of Compliance December 2019

Declaration of Compliance 2017

Declaration made in Accordance with Section 161 of the German Stock Corporation Act by the Board of Management and the Supervisory Board of E.ON SE

The Board of Management and the Supervisory Board hereby declare that E.ON SE will comply in full with the recommendations of the "Government Commission German Corporate Governance Code", dated February 7, 2017, published by the Federal Ministry of Justice and for Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger).

The Board of Management and the Supervisory Board furthermore declare that E.ON SE has been in compliance in full with the recommendations of the "Government Commission German Corporate Governance Code", dated February 7, 2017, published by the Federal Ministry of Justice and for Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger) since the last declaration in December 2018 with the exception of the following two deviations, which have been declared in the amendment to the compliance declaration in October 2019:

Section 7.1.2 sentence 3:
The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.

The quarterly report for the third quarter 2019 (reporting date September 30, 2019) was only published on November 29, 2019 and thus not within the recommended period of 45 days after the end of the reporting period. The reason for this was that due to the completion of the takeover of innogy SE numerous tasks were to be carried out within the scope of the initial consolidation. In spite of all preparations, the necessary work could not be carried out within the recommended period of 45 days after the end of the reporting period.
The one-time deviation from the recommendation was necessary to ensure a proper financial reporting for the third quarter 2019.

Section 4.2.3 para. 2 sentence 8:
Subsequent amendments to the performance targets or comparison parameters shall be excluded.

The total remuneration of the members of the Board of Management also includes variable components, the amount of which depends on the achievement of certain target figures. The target figures defined in December 2018 for the financial year 2019 (short-term variable remuneration) respectively in 2016 for a period covering the financial year 2019 (long-term variable remuneration) were based primarily on Group key figures which were significantly affected by the completion of the acquisition of innogy SE and its inclusion in the scope of consolidation of E.ON SE. In order to ensure that both the short-term and the long-term variable remuneration of the Board of Management continues to be aligned with appropriate, demanding comparative parameters, the relevant key figures were adjusted retrospectively.

Essen, December 18, 2019

For the Supervisory Board of E.ON SE:
Dr. Karl-Ludwig Kley
(Chairman of the Supervisory Board of E.ON SE)

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