Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn

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Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
Corporate Governance
              Roadshow
Dr. Karl-Ludwig Kley – Chairman of the Supervisory Board
                                        November 2018
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
Agenda

1. E.ON – Creating the future of energy

2. Supervisory Board and Committee Work

3. Management Remuneration

4. Environment and Social Impact

5. Back Up
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
E.ON – Position of Strength                                                                                        E.ON – Creating the future of energy
                                                                                                                Supervisory Board and Committee Work
                                                                                                                            Management Remuneration
                                                                                                                         Environment and Social Impact

                                                         115
Key Achievements in 2018                                            Announcement of innogy           Uniper stake sold
                                                         110             transaction                                           SSE profit warning
• innogy transaction announcement
                                                         105
• FY 2017 results at upper end of guidance;
                                                         100                                                                                          -1%
  Economic Net Debt reduced significantly                                                                                                             -3%
                                                          95
                                                                                                Q1 18 results
• Voluntary PTO for innogy minority shareholders
                                                          90
  successfully completed, 86.2% stake after PTO                                FY 17 results                H1 18 results
                                                          85
• Sale of Uniper stake to Fortum completed                     Jan 18      Mar 18         May 18            Jul 18           Sep 18          Nov 18
                                                                    E.ON      Stoxx Utilities

                         Energy                                 Customer                                                     Renewables
                       Networks                                 Solutions
                                                      >22m                                                7 GW Renewable
            €23bn RAB
                                              Customers Across Europe                                     capacity delivered
                                                                                                                                                     3
         €1.9bn EBIT in 2017                     €0.5bn EBIT in 2017                                      €0.5bn EBIT in 2017                             3
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
Creating the Future of Energy
                                                                                               E.ON – Creating the future of energy
                                                                                            Supervisory Board and Committee Work
                                                                                                        Management Remuneration
                                                                                                     Environment and Social Impact

 Structure today
                                                                          ~77%
                    E.ON                                                 innogy       RWE

 Target structure
                                                  16.67%
              Future E.ON   (via 20% capital increase against contribution in kind)   RWE

                                                                                                                                 4
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
Investor Agreement with RWE Ensures Equal                                     E.ON – Creating the future of energy
                                                                           Supervisory Board and Committee Work
                                                                                       Management Remuneration

Treatment of Shareholders and Sound Governance                                      Environment and Social Impact

      Preamble          • RWE to act purely as financial investor

      Corporate
                        • Right to nominate one Supervisory Board member
     Governance

     Shareholder        • Not allowed to increase stake above 16.67%
 structure and rights   • Not allowed to sell to an E.ON competitor

                                                                                                                5
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
E.ON’s Two-Tier Governance Structure                                                 E.ON – Creating the future of energy
                                                                                  Supervisory Board and Committee Work
                                                                                              Management Remuneration
                                                                                           Environment and Social Impact

                Annual
              Shareholders
                Meeting                             Special features of an SE Supervisory Board

                                                     • German Co-Determination Act not applicable to
                                                       SE, instead agreement on the involvement of
                                                       employees
                    appoints,                        • More flexibility regarding size and composition of
                    controls,                          Supervisory Board, especially regarding
                     advises
                                                       internationality of employee representatives
Supervisory                             Board of
  Board                                Management
                regularly reports to

                                                                                                                       6
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
E.ON Supervisory Board –                                                                                     E.ON – Creating the future of energy
                                                                                                          Supervisory Board and Committee Work
                                                                                                                      Management Remuneration

Experienced, Diverse and Independent                                                                               Environment and Social Impact

  14 Board Members                                                        Member of the E.ON Supervisory Board for

                                             7      Shareholder
                                                    Representatives
                                                                                                10

                                             7
                                                                                2                                2
                                                    Employee
                                                    Representatives           5 Years

  Age                                Nationality                          Work experience gained1
           14%                                                                  4
   36%                                43%
                                                  57%                                           2
             50%                                                                                                 1

       >65            5 Other
       55-65                               Other Nationalities                              Companies      Companies
                                                                                                                                               7
1. Only Shareholder Representatives; other companies outside E.ON Group
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
E.ON Supervisory Board                                                          E.ON – Creating the future of energy
                                                                             Supervisory Board and Committee Work
                                                                                         Management Remuneration

Shareholder Representatives                                                           Environment and Social Impact

                                    Erich Clementi                   Andreas Schmitz
                                    Deputy Chairman                  Born 1960, German
                                    Born 1958, Italian               Member since 2016
                                    Member since 2016                Particular expertise in financial
                                    Expert in digital                analysis and capital markets
                                    transformation and strategy

                                    Klaus Fröhlich                   Dr. Karen de Segundo
                                    Born 1960, German                Born 1946, Dutch
                                    Member since 2018                Member since 2008
                                    Expert in brand and product      In-depth knowledge of energy
                                    strategies and digitization;     market and regulated industries
                                    particular focus on e-mobility   experience

Dr. Karl-Ludwig Kley
                                    Carolina Dybeck Happe            Ewald Woste
Chairman of the Supervisory Board
                                    Born 1972, Swedish               Born 1960, German
Born 1951, German
                                    Member since 2016                Member since 2016
Member since 2016
                                    Profound experience in finance   Extensive expertise in the energy
Extensive leadership and
                                    and digital transformation of    sector
supervisory board experience
                                    products and services

                                                                                                                  8
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
E.ON Supervisory Board                                                           E.ON – Creating the future of energy
                                                                              Supervisory Board and Committee Work
                                                                                          Management Remuneration

Employee Representatives                                                               Environment and Social Impact

                                   Clive Broutta                      Fred Schulz
                                   Born 1960, British                 Born 1962, German
                                   Member since 2014                  Member since 2014
                                   Expert in HSE and Sustainability   Experience in grid operations and
                                                                      HR management

                                   Szilvia Pinczésné Márton           Elisabeth Wallbaum
                                   Born 1969, Hungarian               Born 1975, German
                                   Member since 2018                  Member since 2016
                                   In-depth knowledge of the          Expertise in Energy generation and
                                   network business and co-           IT-based process control
                                   determination matters
Andreas Scheidt
Deputy Chairman of the             Eugen Gheorghe Luha                Albert Zettl
Supervisory Board                  Born 1957, Romanian                Born 1966, German
Born 1964, German                  Member since 2012                  Member since 2016
Member since 2015                  Profound expertise in the gas      Background in the fields of grid
In-depth knowledge of the energy   business                           management, grid distribution
business

                                                                                                                   9
Corporate Governance Roadshow - Dr. Karl-Ludwig Kley - Chairman of the Supervisory Board November 2018 - EOn
Supervisory Board Elections                                           E.ON – Creating the future of energy
                                                                   Supervisory Board and Committee Work
                                                                               Management Remuneration
                                                                            Environment and Social Impact

                         2016   2017   2018   2019   2020   2021   2022          2023

 Dr. Karl-Ludwig Kley

 Erich Clementi

 Klaus Fröhlich

 Carolina Dybeck Happe

 Andreas Schmitz

 Dr. Karen de Segundo

 Ewald Woste

                                                                                                       10
Skills Profile of Shareholder Representatives                                                                                                      E.ON – Creating the future of energy
                                                                                                                                                Supervisory Board and Committee Work
                                                                                                                                                            Management Remuneration

Ensures Superior Governance and Committee Work                                                                                                           Environment and Social Impact

       Skills Profile                                                                                                       Self imposed                      Diversity
                                 Experience in companies or other large organizations,                                   composition targets2                 Concept
       Leadership
                                 familiar with capital markets and/or a board member1
       Experience                of listed organizations                                                                 • Independence             • International experience

                                 Familiar with innovation, disruption and digitization as                                • Maximum number of        • Representation of
      Innovation &                                                                                                         terms                      women
                                 well as associated new business models and cultural
       Digitization              change                                                                                                             • Age diversity
                                                                                                                         • Sufficient time
                                                                                                                         • Etc.
       Markets &                 Specific expertise in businesses and markets relevant
       Businesses                to E.ON

                                 Expertise in the field of accounting and risk
         Risk &
                                 management as well as in auditing of financial
       Accounting                statements

         Legal &                 Familiar with legal and compliance as well as
       Compliance                sustainability, IT and HR

                                                                                                                                                                                          11
1. Member of Supervisory Board or Executive Board 2. According Rules of Procedure for the supervisory board of E.ON SE
Efficient Cooperation in Board Committees                                                                                   E.ON – Creating the future of energy
                                                                                                                         Supervisory Board and Committee Work
                                                                                                                                     Management Remuneration
                                                                                                                                  Environment and Social Impact

Presidial Committee                                                        Nomination Committee
•    Prepares the supervisory board’s personnel decisions and presents     •    Recommends candidates for election to the Supervisory Board by the
     proposal regarding management remuneration                                 Annual Shareholders Meeting
•    Advises the Board of Management on e.g. strategic developments

    Members
                        •   Dr. Karl-Ludwig Kley, Chairman                     Members         • Dr. Karl-Ludwig Kley, Chairman
                        •   Andreas Scheidt, Deputy Chairman                                   • Erich Clementi, Deputy Chairman
                        •   Erich Clementi                                                     • Dr. Karen de Segundo
                        •   Fred Schulz

Investment and Innovation Committee                                        Audit and Risk Committee
•    Approves major investments, M&A and financing transactions            •    Monitors the accounting process and internal control systems
•    Advises the Management on innovation and disruption/ new businesses   •    Examines effectiveness of internal control and risk management
                                                                                systems
                        •   Dr. Karen de Segundo, Chair
                        •   Albert Zettl, Deputy Chairman
    Members             •   Clive Broutta                                      Members
                                                                                               •
                                                                                               •
                                                                                                   Andreas Schmitz, Chairman
                                                                                                   Fred Schulz, Deputy Chairman
                        •   Klaus Fröhlich                                                     •   Carolina Dybeck Happe
                        •   Eugen-Gheorghe Luha                                                •   Elisabeth Wallbaum
                        •   Ewald Woste
                                                                                                                                                             12
    Shareholder Representatives
    Employee Representatives
High Level of Dedication                                                                                                                               E.ON – Creating the future of energy
                                                                                                                                                    Supervisory Board and Committee Work
                                                                                                                                                                Management Remuneration
                                                                                                                                                             Environment and Social Impact

Supervisory Board                                                     Attendance of Supervisory Board and committee meetings
                  6 Meetings in 2017

Presidial Committee
+           10 Meetings in 2017

Audit and Risk Committee
+            5 Meetings in 2017

Investment and Innovation Committee
+           8 Meetings in 2017

Nomination Committee
+           1 Meetings in 2017

                Executive Board:
              28 Meetings in 2017
                                                                                                                                                                                        13
1. Until March 31, 2017: Finance and Investment Committee 2. Thereof once as a guest 3. Member until March 31, 2017 4. Member since April 1, 2017
Efficiency Review to Continuously Improve                                      E.ON – Creating the future of energy
                                                                            Supervisory Board and Committee Work
                                                                                        Management Remuneration

Supervisory Board Work                                                               Environment and Social Impact

                     • The Supervisory Board conducts an efficiency review of its work on a
                       yearly basis, in line with the German Corporate Governance Codex.
                     • All Supervisory Members fill out a detailed questionnaire to provide
                       feedback.
                     • The Chairman conducts bilateral meetings with each Supervisory Board
                       Member on a two year basis and follows up on their remarks.
                     • The review is considered a very valuable tool as it enables open
                       discussion, mitigates conflicts and builds the basis for continuous
                       improvement.

                                                                                                                14
Remuneration System Closely Aligns                                                                                   E.ON – Creating the future of energy
                                                                                                                  Supervisory Board and Committee Work
                                                                                                                              Management Remuneration

Management and Shareholders Interest                                                                                       Environment and Social Impact

• New remuneration system approved by AGM 2016 (91% approval); in place since January 1st, 2017.
• Both variable compensation elements were adjusted and share ownership guidelines were introduced.
• The level of base salary and total compensation as well as the level of pension benefits remained constant.

                                               New Compensation Elements

                                                           Base Salary
    •   Criteria: EPS, individual and team
        performance
                                                                +
    •   Payout: Cash                                       Bonus (STI)
    •   Cap: 200% of target value                                                         •       Criteria: relative TSR vs. STOXX Europe
    •   Zero payout at underperformance                         +
                                                                                                  600 Utilities and absolute share price
                                                     Long-Term Incentive (LTI)            •       Payout: Cash
                                                                                          •       Cap: 200% of target value
                                                                +                         •       Zero payout at underperformance
    •   Yearly contribution max. 21% of
                                                             Pension
        pensionable income
                                                                                              •    Mandatory share ownership:
                                                                                              •    CEO: 200% of base salary
                                                  Share Ownership Guidelines (SOG)
                                                                                              •    Other board members: 150% of base
                                                                                                   salary                                             15
The Short-Term Bonus (STI)                                                                                                                        E.ON – Creating the future of energy
                                                                                                                                               Supervisory Board and Committee Work
                                                                                                                                                           Management Remuneration
                                                                                                                                                        Environment and Social Impact

   The STI combines the group’s financial target (EPS) with individual targets.

                                                                              STI – Basic Functionality

                                                                    Target Achievement
                                                                                                                                STI
                   STI               x         Company Performance                      Individual Performance          =   Actual Value              Cash
               Target Value                                                        x                                         (Cap at 200%            Payout
                                                                                        Team targets & indiv. targets       of Target Value)
                                                  Actual EPS vs. Budget1                      Multiplier from
                                                                                                 0.5 – 1.5

             EPS is the basis for dividend payout, thus closely aligns executive incentives and shareholder interest.
Rationale

             EPS is one of E.ON’s key performance indicators, reflects E.ON’s business strategy appropriately and serves as an
              indicator of E.ON’s profitability.
             The multiplier ensures the flexibility to adjust payouts according to individual performance.                                                                        16
   1. The EPS target for each year is set by the Supervisory Board, taking into account the approved budget.
The Long-Term Incentive (LTI)                                                                                                                                        E.ON – Creating the future of energy
                                                                                                                                                                  Supervisory Board and Committee Work
                                                                                                                                                                              Management Remuneration
                                                                                                                                                                           Environment and Social Impact

   The Performance Share Plan is based on the comparison of the relative total shareholder return (TSR) with
   an industry index.
                                                                 Performance Share Plan – Basic Functionality

                                                                             Target Achievement over 4 Years
            LTI target value                                                        Relative TSR performance                                                           Final payout in
                                           Initial number                                                                                    Share price
             divided by fair                                                                                                                                                cash
                                             of granted x                          TSR of the E.ON share compared                     x           +                =
            market value per                                                                                                                                             (Cap: 200% of
                                             share units                               to the companies of the                                dividends
                 share1                                                           STOXX® Europe 600 Utilities index
                                                                                                                                                                          target value)
                                                                                            (Cap at 150%)

             The Performance Share Plan is aligned with the capital market perspective by focusing on share price development as
Rationale

              well as dividends paid and strengthens shareholder-oriented culture.
             Relative TSR is a well-established and accepted performance measure from an investor’s point of view, focusing on
              absolute share price performance and comparison with peers.                                                                                                                             17
   1. The fair market value per share unit at grant date is determined by applying methods accepted in financial mathematics, taking into account the expected future payout, and hence, the
   volatility and risk associated with performance share plan.
Ambition –                                                              E.ON – Creating the future of energy
                                                                     Supervisory Board and Committee Work
                                                                                 Management Remuneration

E.ON as a Leading Sustainable Company                                         Environment and Social Impact

E.ON Board committed to UN Sustainable   E.ON is supporter of the 10 principles of the
Development Goals                        UN Global Compact

                                                                  1.-2. Human rights

                                                                  3.-6. Labour

                                                                  7.-9. Environment

                                                                  10. Anti-corruption

                                          Signatory since 2005

                                                                                                         18
E.ON Contributes to a Sustainable Future of Energy                                     E.ON – Creating the future of energy
                                                                                    Supervisory Board and Committee Work
                                                                                                Management Remuneration
                                                                                             Environment and Social Impact

Sustainable product offering for our customers   E.ON project examples
                                                 City energy solutions
                                                           ~300 tons CO2 per year
                                                           by efficiently supplying an office building with
                                                           heat and cooling
                                                 Business customers
                                                           ~200 tons of CO2 per year
                                                           through smarter energy control of 550 retail
                                                           stores

                                                 Household customers
                                                            ~1 ton CO2 per year
                                                            with each PV system sold

                  We help our customers to significantly reduce CO2
                                                                                                                        19
                                                                                                                              19
E.ON is Managing Financial Implications of                                                                                                     E.ON – Creating the future of energy
                                                                                                                                                 Supervisory Board and Committee Work
                                                                                                                                                             Management Remuneration

     Climate Change instead of Reporting CO2 only                                                                                                         Environment and Social Impact

                                        Sustainability Governance
Governance
                                        • Board member Leo Birnbaum as Chief Sustainability Officer, supported by Sustainability Council
                                        • Supervisory board is regularly informed about key sustainability topics
Strategy                               Sustainability Strategy
                                       • Fully focused on the new energy world
                                       • Unique strategic position with focus on regulated networks
Risk
Management                             Risk Management
                                       • Assessment of environmental, social and governance (ESG) risks alongside financial risks

Metrics
                                        Climate targets
&
Targets                                 • Reduce E.ONs absolute CO₂ footprint by 30 percent by 2030
                                        • Reduce E.ONs CO₂ intensity of the electricity sold by 50 percent

                                                                                                                                                                                     20
     Based on Core Elements of Recommended Climate-Related Financial Disclosures by Task Force on Climate-related Financial Disclosures (TCFD)
Responsible Social Business Practices                                                                      E.ON – Creating the future of energy
                                                                                                        Supervisory Board and Committee Work
                                                                                                                    Management Remuneration
                                                                                                                 Environment and Social Impact

           Health and                        Creation of a work environment that protects
                                             the health and safety of customers and         Establishing a Caring Culture
             safety                          employees

         Diversity and                       Variety of nationalities, cultures and         Target of 30% women in top
           inclusion                         generations in the workforce                   management by 20221

       High standards                        Commitment to respect human rights,            E.ON is the first energy
        in the supply                        uphold labour standards, and fight against     company that joined the
            chain                            corruption                                     Responsible Cobalt Initiative

                                                                                                                                            21
1. Refers to E.ON SE and other E.ON companies in Germany
Key Takeaways                                                                                 E.ON – Creating the future of energy
                                                                                           Supervisory Board and Committee Work
                                                                                                       Management Remuneration
                                                                                                    Environment and Social Impact

• The supervisory board actively controls and guides E.ON

• Special focus on the innogy takeover preparation, execution and later integration

• E.ON is well positioned to succeed in the new energy world with effective governance structures

• E.ON‘s supervisory board is qualified, experienced and highly committed

• E.ON‘s remuneration system strongly aligns management board with shareholder interests

• E.ON contributes to a sustainable future of energy

       E.ON‘s corporate governance structure provides an efficient framework to
       support and control management in times of significant change.

                                                                                                                               22
Back up
Back up
Supervisory Board Remuneration
• The Chairman of the Supervisory Board
  receives fixed compensation of €440,000.
• The Deputy Chairmen, €320,000.
                                                                        1

• Other members of the Supervisory Board
  receive compensation of €140,000.
• The Chairman of the Audit and Risk
  Committee receives an additional €180,000.
• The members of the Audit and Risk
  Committee, an additional €110,000.
• Other committee chairmen receive an
  additional €140,000; committee members,
  an additional €70,000.

                                                                            24
 1. Compensation for Uniper directorship paid in 2017 for 2016 & 2017
Back up
CV‘s of Shareholder Representatives
                             Dr. Karl-Ludwig Kley                                                   Erich Clementi                                                       Klaus Fröhlich
                             Chairman of the                                                        Deputy Chairman of the
                             Supervisory Board                                                      Supervisory Board

                             Born 1951, Germany                                                     Born 1958, Italy                                                     Born 1960, Germany
                             Member since 2016                                                      Member since 2016                                                    Member since 2018

    In 1982, he began his career with Bayer AG, where he                  Mr. Clementi began his career with IBM in Italy in 1984.              Mr. Fröhlich joined the drive development of BMW AG in
    initially worked in Corporate Finance and later became                Initially, he held various positions in IBM’s sales, marketing        July 1987 as a development engineer. In 1993, he took
    assistant to the Chairman of the Management Board. He                 & engineering functions in Eastern Europe and Germany,                over the management of the basic development of the V8
    was Chief Financial Officer of Bayer in Japan, Head of the            before he was appointed Vice President Enterprise Systems             engines. From 1995, he was responsible for the project
    Pharmaceutical Division Sales and Marketing Overseas,                 Group for Europe, the Middle East and Africa in the United            management of the BMW engine programs for the vehicles
    Head of the Pharmaceutical Division of Bayer’s Italian                Kingdom. In 2003, he moved to the United States, where he             of the Rover Group. From 1996 to 1998, Mr. Fröhlich
    subsidiary and later served as Head of Finance and Investor           first held the position of General Manager, was then                  worked for the BMW subsidiary Rover Group in the UK as
    Relations of Bayer AG until 1998. From 1998 to 2006, Dr.              appointed Vice President Strategy & General Manager                   Chief Engineer for the propulsion of future Land Rover
    Kley was a member of the Executive Board of Deutsche                  Enterprise Initiatives and, prior to his current position,            vehicles. In 1999, he moved back to the engine
    Lufthansa AG, where he served as Chief Financial Officer,             Senior Vice President & Group Executive Global Technology             development department of BMW AG in Munich and
    before joining Merck KGaA as a member and Vice Chairman               Services in the United States. Since 2015, Mr. Clementi has           managed various functions of the Otto engine development.
    of the Executive Board in 2006. From April 2007 until April           been Senior Vice President IBM Global Markets and                     From 2005 to 2007, he was responsible for cross-brand
    2016 he was Chairman of the Executive Board and CEO of                Chairman Europe.                                                      product planning and subsequently for the brand and
    Merck KGaA.                                                                                                                                 product strategies of the BMW Group. In 2012, he headed
                                                                                                                                                the small and mid-sized vehicle model series. On December
                                                                                                                                                9, 2014, Klaus Fröhlich was appointed to the Board of
                                                                                                                                                Management of BMW AG, responsible for development.
Other supervisory board seats                                         Other supervisory board seats                                         Other supervisory board seats
  * BMW AG 1)                                                           None                                                                 None
  * Deutsche Lufthansa AG (Chairman) 1)                                                                                                                                                         25
The supervisory board seats are marked as follows: * Membership in other statutory supervisory boards, + Membership in comparable German and foreign supervisory bodies of corporations,
1) Listed Company
Back up
CV‘s of Shareholder Representatives
                              Carolina Dybeck Happe                                              Andreas Schmitz                                                        Dr. Karen de Segundo

                              Born 1972, Sweden                                                  Born 1960, Germany                                                     Born 1946, Netherlands
                              Member since 2016                                                  Member since 2016                                                      Member since 2008

   At the beginning of her career, Ms. Dybeck Happe held               Mr. Schmitz began his career with HSBC Trinkaus &                      Dr. de Segundo began her career in 1971 when she joined
   various positions with EF Education First Ltd. in the United        Burkhardt AG in 1989. Until 2000, he held various positions            the Royal Dutch / Shell Group, where she initially pursued
   States, Switzerland and Russia. From 2000 to 2002, she              in the corporate clients business and in investment banking.           an international commercial career in the gas and power
   was Chief Financial Officer of Establish AB in Sweden. In           From 2000 to 2002, he was a member of the extended                     business as well as in sales and marketing of oil products.
   2002, she joined ASSA ABLOY in Germany as Chief                     management board, in charge of Investment Banking and,                 She held various positions in five countries before she was
   Financial Officer for the German-speaking regions; in 2007,         since 2001, additionally in charge of Debt Capital Markets.            appointed as a member of the Shell Brazil Management
   she went to ASSA ABLOY in the United Kingdom, where she             From 2002 to 2004, he was a personally liable partner,                 Board in charge of oil products in 1990. In 1996, Dr. de
   served as Chief Financial Officer for Europe, the Middle East       responsible for Corporate & Investment Banking and Debt                Segundo became External Affairs Director for the Shell
   and Africa. In 2011 she went to Trelleborg AB in Sweden,            Capital Markets, before he was appointed Spokesman of                  Group. In 1998, she was appointed Chief Executive Officer
   where she served as Chief Financial Officer. Since 2012 she         the Personally Liable Partners. From 2006 to 2015, he was              of Shell Gas & Power and Chairman of Shell Coal; and from
   is Chief Financial Officer at ASSA ABLOY AB, a publicly             Chairman of the Management Board, and since June 2015,                 the year 2000 until 2005, when she left Shell, she served as
   listed company in Sweden. Ms. Dybeck Happe will join A.P.           he has been Chairman of the Supervisory Board of HSBC                  Chief Executive Officer at Shell Renewables and President
   Moller–Maersk as Chief Financial Officer, expected as per           Trinkaus & Burkhardt AG.                                               of Shell Hydrogen.
   January 1, 2019.

Other supervisory board seats                                      Other supervisory board seats                                           Other supervisory board seats
 ASSA ABLOY1) 9 Internal memberships: + ASSA ABLOY Asia Holding      * HSBC Trinkaus & Burkhardt AG (Chairman)1)                            None
 AB (Chair), + ASSA ABLOY East Europe AB (Chair), + ASSA ABLOY       * Scheidt & Bachmann GmbH (Chairman)
 Entrance Systems AB (Chair), + ASSA ABLOY Financial Services AB     * KfW
 (Chair), + ASSA ABLOY Finans AB (Chair), + ASSA ABLOY IP AB                                                                                                                                    26
 (Chair), + ASSA ABLOY Kredit AB (Chair), + ASSA ABLOY Mobile
 Services AB (Chair)                                               The supervisory board seats are marked as follows: * Membership in other statutory supervisory boards, +
                                                                   Membership in comparable German and foreign supervisory bodies of corporations, 1) Listed Company
Back up
CV‘s of Shareholder Representatives
                            Ewald Woste

                            Born 1960, Germany
                            Member since 2016

   Mr. Woste began his professional career as assistant to the
   management of heroal, before joining Benteler AG as a controller in
   1989. He has worked in the energy industry since 1992, when he
   joined the municipal utility of Paderborn. From 1998 to 2003, he
   was Managing Director of Städtische Werke Nürnberg GmbH and
   member of the boards of management of Verkehrsaktien-
   gesellschaft Nürnberg and N-ERGIE Aktiengesellschaft. In 2004, he
   was appointed Chairman of the Board of Management of Mainova
   AG, and from 2007 to 2014, he served as Chairman of the Board of
   Management of Thüga Aktiengesellschaft. From 2010 to 2014, he
   was President of BDEW Bundesverband der Energie- und
   Wasserwirtschaft e.V. (German Association of Energy and Water
   Industries). Since 2015, he has been working as a management
   consultant.

Other supervisory board seats
 * Bayernwerk AG2)
 * GASAG AG
 * GreenCom Networks AG
 + Energie Steiermark AG                                                                                                                                                                   27
 + Deutsche Energie-Agentur GmbH (dena)                              The supervisory board seats are marked as follows: * Membership in other statutory supervisory boards, + Membership
                                                                     in comparable German and foreign supervisory bodies of corporations, 1) Listed Company, 2) Group Company
Back up
E.ON‘s Authorized and Conditional capital1

                                              with                     Contribution in               Up to 460m EUR
                                              subscription             cash and / or in               (460m shares;
max.
                                              rights                   kind                            ~ 21% of share capital)
460m
EUR                   Authorized
(~21% of              Capital
                                                                       Contribution in
share                                         without                                                Up to 20% of share capital
                                                                       kind
capital)                                      subscription
                                              rights                   Contribution in               Up to 10% of share capital              max.
                                                                       cash                                                                   20%
                                                                                                                                   max.
                                                                                                                                              of share
                                                                                                                                   10%
                                                                                                     Up to 175m EUR                          capital
                                                                                                                                   of share
                      Conditional                                                                     (175m shares,                capital
                      Capital                                                                         ~ 8% of share capital)

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1. Capital authorization as per AGM 2017 prior to 20% captial increase vs. contribution in kind in RWE/innogy transaction
Back up
Audit

• Current audit firm           PricewaterhouseCoopers GmbH,
                               Wirtschaftsprüfungsgesellschaft

• Current auditor              Markus Dittmann (since 2014)
                               Aissata Touré (since 2015)

• Rotation of audit firm mandatory from fiscal year 2021 onwards.

• Other attestation services

     • The majority of this item relates to the audit of E.ON’s interim
       financial statements and other regulatory audits (mandatory
       for energy companies).

• Non-audit services

     • E.ON’s audit committee has defined a cap for non-audit
       services which is closely monitored.
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Back up
Sustainability awards, ratings and rankings

                                                   E.ON listed in
                                                   Euronext Vigeo
                                                   Eiris Indices

  “The company's ESG reporting is strong”

                                               E.ON
                                               ranks 6th
                                               out of 30
                                                               30
                   E.ON ranks 5th out of 100
Back up
Sustainable energy solutions require sustainable business practises

Batteries are an integral part of the
sustainable energy world we are                                              E.ON is the first energy
moving towards…                                                              company to join the
                                                                             Responsible Cobalt
                                                                             Initiative that strives to
                                                                             create transparency in
                                                                             the cobalt supply chain
                                        … if they are built without cobalt
                                         sourced by children in artisanal    to avoid child labor and
                                                  mines in the DR Congo.     human rights violations.

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Your E.ON Contacts

       Dr. Stephan Schönefuß                T +49 (201) 184 28 22
       Interim Head of Investor Relations   stephan.schoenefuss@eon.com

       Martina Burger                       T +49 (201) 184 28 07
       Manager Investor Relations           martina.burger@eon.com

       Melanie Osterried                    T +49 (201) 184 65 38         Investor Relations
       Manager Corporate Finance            melanie.osterried@eon.com     T +49 (201) 184 28 06
                                                                          investorrelations@eon.com

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Financial calendar & important links
                      Financial calendar
                      March 13, 2019               Annual Report 2018

                      May 13, 2019                 Quarterly Statement: January – March 2019

                      May 14, 2019                 2019 Annual Shareholders Meeting

                      August 7, 2019               Half-Year Financial Report: January – June 2019

                      November 13, 2019            Quarterly Statement: January – September 2019

                      Important links
                      Transaction website          https://www.energyfortomorrow.net/

                      Presentations                https://www.eon.com/en/investor-relations/presentations.html

                      Facts & Figures 2018         https://www.eon.com/content/.../presentations/facts-and-figures-2018.pdf

                      Annual Reports               https://www.eon.com/en/investor-relations/financial-publications/annual-report.html

                      Interim Reports              https://www.eon.com/en/investor-relations/financial-publications/interim-report.html

                      Shareholder Meeting          https://www.eon.com/en/investor-relations/shareholders-meeting.html

                      Bonds / Creditor Relations   https://www.eon.com/en/investor-relations/bonds.html

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Disclaimer

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published, or passed on to any other person or used in whole or in part for any other purpose. By accessing this document you agree to abide by the limitations set out
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This document is being presented solely for informational purposes. It should not be treated as giving investment advice, nor is it intended to provide the basis for any
evaluation or any securities and should not be considered as a recommendation that any person should purchase, hold or dispose of any shares or other securities.
The information contained in this presentation may comprise financial and similar information which is neither audited nor reviewed and should be considered
preliminary and subject to change.
Some of the information presented herein is based on statements by third parties. No representation or warranty, express or implied, is made as to, and no reliance
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This presentation may contain forward-looking statements based on current assumptions and forecasts made by E.ON management and other information currently
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Certain numerical data, financial information and market data (including percentages) in this presentation have been rounded according to established commercial
standards. As a result, the aggregate amounts (sum totals or interim totals or differences or if numbers are put in relation) in this presentation may not correspond in all
cases to the amounts contained in the underlying (unrounded) figures appearing in the consolidated financial statements. Furthermore, in tables and charts, these
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