Supervisory Board Committees E.ON SE

Executive Committee

The Executive Committee consists of six members. It prepares the meetings of the Supervisory Board and advises the Board of Management on matters of general policy relating to the Company's strategic development. In urgent cases (in other words, if waiting for the Supervisory Board's prior approval would materially prejudice the Company), the Executive Committee acts on behalf of the Supervisory Board. In addition, the Executive Committee prepares the Supervisory Board's personnel decisions and is responsible for the conclusion, alteration, and termination of the service agreement of the Board of Management. It presents proposals for a resolution on the Board of Management`s compensation plan including its periodic review. In addition it agrees to the schedule of responsibilities of the Board of Management.

On behalf of the Supervisory Board it approves the acquisition and disposal of companies, equity interests and investments in fixed assets whose value exceeds €300 million, but does not exceed €600 million. In addition it approves financing measures whose value exceeds €1 billion, but does not exceed €2.5 billion if such measures are not covered by Supervisory Board resolutions regarding financing plans. If the value of any such transactions or activities exceeds the above-mentioned thresholds the Committee prepares the Supervisory Board’s decision on such matter.

Audit and Risk Committee

The Audit and Risk Committee consists of six members. In line with the German Stock Corporation Act (AktG) and the German Corporate Governance Code (DCGK), the Chairperson as an independent expert has extensive knowledge and experience in applying accounting principles and in international business control processes.

In particular, the Audit and Risk Committee monitors the Company’s accounting and the accounting process; the effectiveness of internal control systems, internal risk management, and the internal audit system, compliance, and the independent audit. With regard to the independent audit, the committee also deals with the definition of the audit priorities and the agreement regarding the independent auditor’s fees. The Audit and Risk Committee also prepares the Supervisory Board’s decision on the approval of the Financial Statements of E.ON SE and the Consolidated Financial Statements. It also examines the Company’s quarterly Interim Reports and discusses the audit review of the Interim Reports with the independent auditor and regularly reviews the Company’s risk situation and risk management. Furthermore the Audit and Risk Committee regularly monitors the work done by the Internal Audit division and the definition of audit priorities. In addition, the Audit and Risk Committee prepares the proposal on the selection of the Company’s independent auditor for the Annual Shareholders Meeting.

Innovation and Sustainability Committee

The Innovation and Sustainability Committee includes six members.

The Innovation and Sustainabiltiy Committee advises the Management Board on innovation and new business opportunities. The focus lies on topics that can lead to substantial growth in terms of revenue and profit within a foreseeable timeframe. Such opportunities may range from new business models, new markets, new products and services to innovative solutions that materially improve customer experience, employee experience or efficiency of the operations. The Innovation and Sustainabiltiy Committee advises on E.ON’s digital transformation to become a more automated, leaner and data-led business. The committee also has a vested interest in E.ON’s people agenda on topics which are required for an innovation and growth mindset such as people engagement, skills, future ways of working and cultural change.

Furthermore, the Committee gives advice to the Supervisory Board and the Board of Management relating to Environmental/Sustainability, Social and Governance Issues (ESG).

Nomination Committee

The Nomination Committee consists of three shareholder representative members. Its Chairperson is the Chairperson of the Supervisory Board. In consideration of the Supervisory Board's targets regarding its constitution the Committee's task is to recommend to the Supervisory Board suitable candidates for election to the Supervisory Board by the Annual Shareholders Meeting.