Declaration of Compliance April 2016

The Board of Management and the Supervisory Board declare that E.ON SE has been in compliance in full with the recommendations of the "Government Commission German Corporate Governance Code", May 5, 2015, published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger) since the last declaration on December 15, 2015.

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 May 5, 2015, published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger) with the exception of the recommendation contained in item 4.2.3 para 2, sentence 8 of the Code.

Pursuant to Section 4.2.3 para 2, sentence 8 of the German Corporate Governance Code, retroactive changes to the performance targets or comparison parameters used in determining the board of management’s compensation shall be excluded. In April 2016, the Company’s Supervisory Board resolved that the performance targets for the performance matching of the LTI tranches issued from 2013 to 2015 in E.ON’s Share Matching Plan should be adjusted. Against the background of the spin-off of Uniper SE, such an adjustment is necessary for three reasons: The performance targets for the performance matching are based on the ROACE ratio, which is no longer available as the E.ON Group’s key performance indicator as of 2016. In addition, the calculations are based on former projected figures which do not take into account the Uniper spin-off. Thirdly, the depreciation of the E.ON share to be expected as a result of the Uniper spin-off must be compensated for by modifying the calculation.

Essen, April 15, 2016

For the Supervisory Board of E.ON SE:
Werner Wenning
(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)