EON : 2024, Corporate Governance Declaration

Corporate Governance Declaration in Accordance with Section 289f and Section 315d of the German Commercial Code

Declaration of the Executive Board and Supervisory Board of E.ON SE pursuant to Section 161 of the German Stock Corporation Act on the German Corporate Governance Code

The Executive Board and Supervisory Board declare that the recommendations of the "Government Commission German Corporate Governance Code" (version of April 28, 2022) published by the Federal Ministry of Justice in the official section of the Federal Gazette on June 27, 2022, have been fully complied with since the submission of the last declaration in December 2024.

The Executive Board and Supervisory Board further declare that the recommendations of the "Government Commission on the German Corporate Governance Code" (version dated April 28, 2022) published by the Federal Ministry of Justice in the official section of the Federal Gazette on June 27, 2022, will be complied with in full.

Essen, December 16, 2025

For the Supervisory Board of E.ON SE:

Erich Clementi

(Chairman of the Supervisory Board of E.ON SE)

For the Executive Board of E.ON SE:

Leonhard Birnbaum

(Chairman of the Board of Management of E.ON SE)

All compliance declarations of the past five years are continuously available to the public on the

Company's internet page.

Compensation Report and Compensation System

The resolution adopted by the Annual Shareholders Meeting on May 15, 2025, pursuant to Section 113, Paragraph 3 of the German Stock Corporation Act (known by its German abbreviation, "AktG") on the compensation of the members of the Supervisory Board and the applicable compensation system for the Management Board pursuant to Section 87a, Paragraphs 1 and 2, Sentence 1 of the AktG, which was also approved by the Annual Shareholders Meeting on May 15, 2025, are available on the Internet at eon.com ↗.

The Compensation Report and the auditor's report pursuant to Section 162 of the AktG are also

made publicly available at eon.com/compensation-report ↗.

Relevant Information about Management Practices Corporate Governance

E.ON views good corporate governance as a central foundation of responsible and value-oriented management, efficient collaboration between the Management Board and the Supervisory Board, transparent disclosures, and appropriate risk management.

In the past financial year, the Management Board and Supervisory Board paid close attention to E.ON's compliance with the German Corporate Governance Code's recommendations and suggestions. It was determined that E.ON SE fully complies with all of the Code's recommendations. In addition, E.ON fully complies with all of the Code's suggestions.

Compliance

Complying with laws and company rules as well as preventing, uncovering, and immediately remedying violations of rules within the company are of crucial importance to E.ON and are understood as an indispensable basis for good corporate governance.

E.ON has in place a compliance management system ("CMS") to mitigate the risk of compliance violations. The CMS is based on a number of widely recognized practices. This encompasses an active commitment to compliance targets, the promotion of a compliance culture, the identification and analysis of compliance risks, and the design of a risk-adequate compliance program and a compliance organization. The E.ON Code of Conduct (which is available in the languages of all countries in which E.ON operates) defines E.ON's responsibility. It describes the behaviors that E.ON expects of its employees and supports them in making the right decisions and doing the right thing. It offers easy-to-understand guidance, in particular on the topics of human rights, anticorruption, fair competition, and compliant relationships with E.ON's business partners. The E.ON Code of Conduct was updated in February 2025 and, alongside a new section-"What does this mean for me?"-also includes an integrity test that employees can use to check whether their assessment of a situation is in line with E.ON's principles and values. All employees in the E.ON Group are obliged to act in accordance with the E.ON Code of Conduct's rules. It is therefore part of their contractual obligations. Violations of the E.ON Code of Conduct can also be reported anonymously throughout the Group and by third parties, for example through a whistleblower notice. The E.ON Code of Conduct is published on the internet at eon.com. In addition, ten employee guidelines provide clear and easy-to-understand instructions for action on certain topics.

Sustainability

Sustainability is one of the key aspects of the strategy E.ON updated in 2021. E.ON's business activities are guided by the principle that commercial success can only be achieved through a consistent focus on responsible, sustainable business practices and long-term added value for all stakeholders: for customers, employees, shareholders, business partners, and for the environment.

E.ON is committed to acting sustainably and to factoring the short- and long-term impacts on tangible and intangible resources and stakeholders into all its business decisions. E.ON's strategy sets ambitious sustainability targets to provide guidance. Their main theme is the fight against climate change and E.ON's contribution to decarbonizing the energy world: E.ON aims for its Scope 1 and Scope 2 emissions to be climate-neutral by 2040. By 2050, climate neutrality should also be achieved for Scope 3 emissions. Already by 2030, Scope 1, 2 and 3 emissions should be reduced by 50 percent (compared to 2019). For this purpose, E.ON has put in place a Group-wide system to manage its CO2 emissions.

In addition, up to four key sustainability targets are part of the compensation system for the E.ON Management Board and for all senior executives. Currently, these targets are the reduction of direct emissions (Scope 1 and Scope 2), the increase in proportion of female executives and the reduction of serious safety incidents among our employees ("Vision ZERO"). With the adjusted compensation system for the Management Board 2025 the Group's performance in environmental, social, and governance ("ESG") ratings has been removed as a target for the future. This means that in line with feedback from investors and proxy advisors, the use of external ESG ratings is discontinued.

Sustainability issues' high degree of relevance for E.ON is underscored by the CEO's Sustainability Council, which meets on a regular basis and includes representatives from various E.ON business units and central functions.

E.ON's risk management system addresses major ESG risks as well. High-quality ESG data form the basis for holistic business decisions. Furthermore, E.ON has stepped up the collection of ESG data in its reporting and internal control systems in order to continually improve data quality and data availability.

Transparent Management

Transparent management is a high priority of the Management Board and Supervisory Board. E.ON's shareholders, all capital market participants, financial analysts, shareholder associations, and the media regularly receive up-to-date information about the situation of, and any material changes to, the Company. E.ON primarily uses the Internet to provide equal access to comprehensive and timely information.

E.ON SE issues reports about its and the E.ON Group's situation and earnings by the following

means:

• Integrated Annual Report and Annual Finance Statements,

• Half-Year Financial Report and Quarterly Statements

• Annual press conferences and other analysts conferences

• Press releases

• Telephone conferences held on most releases of the quarterly and annual results

• Numerous discussions with financial analysts in and outside Germany

• Periodic events for investors

• E.ON Green Bond Report and the Supporting paper on E.ON's decarbonization strategy and

  climate-related aspects.

  A financial calendar lists the dates on which the Company's periodic financial reports are released.

  The Company issues ad hoc statements about information that could have a significant impact on the price of E.ON stock.

  The Supervisory Board Chairman is involved to a suitable extent in E.ON's communications with investors at an annual corporate governance roadshow. The main topics are the scope of the Supervisory Board's duties and responsibilities and the Annual Shareholders Meeting. Alongside governance issues, interest in environmental and social issues is of high relevance in investor dialog. These issues are therefore an essential part of the corporate governance roadshow, that is conducted at regular intervals.

  All reports on financial and business development, the financial calendar, as well as the ad-hoc announcements are available on the Internet.

  Management Board Management Board Members

  In 2025 the Management Board consisted of five members and had one Chairman. The members of the Management Board were three men and two women. As a result, the statutory minimum composition requirement of at least one woman and at least one man was met. No Management Board member has more than two supervisory board memberships in listed non-Group companies or on the supervisory bodies of non-Group companies that require a similar commitment. No Management Board member has reached the general retirement age.

  More detailed information about the members of the Management Board and their CVs, which are updated annually, is available on the E.ON SE website.

  Management Board's Way of Working

  The E.ON SE Management Board manages the Company's businesses, with all its members bearing joint responsibility for its decisions. It determines the Group's objectives, corporate policy, organizational setup, and, in consultation with the Supervisory Board, its fundamental strategic direction.

  The Management Board has in place policies and procedures for the business it conducts and, in consultation with the Supervisory Board, has assigned areas of responsibility to its members.

  The Management Board reports to the Supervisory Board on a regular, timely, and comprehensive basis on all relevant issues, particularly those relating to strategy, planning, business development, risk situation, risk management, relevant sustainability aspects, and compliance. It also submits the Group's investment, finance, and personnel plan for the next financial year as well as the medium-term plan to the Supervisory Board, generally at the last meeting of each financial year.

  The Chairman of the Management Board informs, without undue delay, the Chairman of the Supervisory Board of important events that are of fundamental significance in assessing the Company's situation, development, and management and of any defects that have arisen in the Company's monitoring systems. Transactions and measures requiring the Supervisory Board's approval are also submitted to the Supervisory Board in a timely manner.

  Members of the Management Board are required to promptly report conflicts of interest to the Chairman of the Supervisory Board and the Chairman of the Management Board and to inform the other members of the Management Board. Members of the Management Board may only assume other corporate positions, particularly appointments to the supervisory boards of non-Group companies, with the consent of the Executive Committee of the Supervisory Board.

  Any material transactions between the Company and members of the Management Board, their relatives, or entities with which they have close personal ties require the consent of the Executive Committee of the Supervisory Board. No such transactions took place in the reporting period.

  Management Board Committees

  The Management Board has no board committees but has established a number of committees that support it in its tasks by providing advice and, in some cases, making decisions. The members of these committees are senior representatives of various departments of E.ON SE whose experience, responsibilities, and expertise make them particularly suited for their committee's

  tasks. Alongside the aforementioned Sustainability Council, these committees include the following:

  The Management Board has established a Disclosure Committee and an Ad hoc Committee for issues relating to financial disclosures. These committees ensure that all information is disclosed in a correct and timely fashion.

  Furthermore, a Cyber Security and Data Protection Council has been established. The Council adopts the cyber security strategy and the data protection strategy and oversees the implementation in the business units and processes. For this purpose, specialist functions report to it on at least a quarterly basis.

  In addition, a Risk Committee ensures the correct application and implementation of the legal requirements of Section 91 of the AktG. This committee monitors the E.ON Group's risk situation and its risk-bearing capacity and devotes particular attention to the early identification of developments that could potentially threaten the Company's continued existence. In this context, the Risk Committee also deals with risk-mitigation strategies (including hedging strategies). In collaboration with relevant departments, the committee ensures and refines the implementation of, and compliance with, company policies regarding commodity risks, credit risks, and enterprise risk management.

  Diversity Concept and Long-term Succession Plan for the Management Board

  With regard to the Management Board's composition, the Supervisory Board of E.ON SE has developed a diversity concept that considers the recommendations of the German Corporate Governance Code.

  Diversity Concept

  When appointing members of the Management Board, the candidates' outstanding professional qualifications, long-term leadership experience and past performance, as well as value-driven management shall be of paramount importance. Members shall be capable of taking forward-looking strategic decisions. In particular, they shall be capable of managing businesses sustainably and of ensuring that they are consistently focused on customer needs.

  The Management Board as a whole must have expertise and experience in the energy sector as well as in the fields of finance and digitization.

  The members of the Management Board shall be leaders and as such shall act as role models for the employees through their own performance and conduct.

  Attention shall be paid to diversity when appointing members of the Management Board. For the Supervisory Board, diversity means, in particular, different complementary academic profiles, professional and personal experience, personalities, as well as internationality and a reasonable age and gender structure. The appointment period of a member of the Management Board shall end, at the latest, at the end of the month on which the Management Board member reaches the general retirement age.

  The composition of the Management Board meets all the appointment objectives described above.

  Long-term Succession Plan

  In consultation with the Executive Committee and the Management Board, the Supervisory Board is in charge of long-term succession planning for the Management Board. Appointment decisions are made on the basis of specific requirement profiles for Management Board members.

  In addition to its own experience, the Supervisory Board draws on the expertise of outside

  consultants to ensure that the Company's succession planning is appropriate and creates value.

  The Supervisory Board is informed on a regular basis (once a year) by the Management Board on the progress in talent identification and development as well as succession planning for top executives on the basis of the qualifications required for business success and the continually evolving personnel development processes. It discusses the respective status accordingly.

  Supervisory Board Supervisory Board Members

  At the 2023 Annual Shareholders Meeting, the size of the Supervisory Board was set at 16 members. From the conclusion of the 2028 Annual Shareholders Meeting, the size of the Supervisory Board will be reduced to 12 members.

  Pursuant to E.ON SE's Articles of Association, the Supervisory Board is composed of an equal number of shareholder and employee representatives. The shareholder representatives are elected by the shareholders at the Annual Shareholders Meeting and have different terms of

  office; the Supervisory Board nominates candidates for this purpose. The Annual Shareholders Meeting decides on the elections by individual vote. Pursuant to the agreement regarding employees' involvement in E.ON SE, the other members of the Supervisory Board are appointed by the SE Works Council, with the provision that at least three different countries are represented and one member is selected by a trade union that is represented at E.ON SE or one of its subsidiaries in Germany.

  The current members of the Supervisory Board are listed on the E.ON SE homepage along with information about their other directorships and their CVs.

  Competence Profile and Diversity Concept

  In view of recommendation C.1 of the German Corporate Governance Code (version dated April 28, 2022) and Section 289f, Paragraph 2, Item 6, of the German Commercial Code, the Supervisory Board defined specific targets for its composition, including a diversity concept and competency profile for the entire body, that go beyond the applicable legal requirements and are as follows:

  "The composition of the Supervisory Board of E.ON SE shall comply with the specific SE requirements and Germany's Stock Corporation Act, with the recommendations of the German Corporate Governance Code and the Commission Delegated (EU) 2023/2772 of July 31, 2023, supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards.

  1. The following general objectives shall be observed:

• According to the definition of an independent board member in Annex II of Delegated Regulation (EU) 2023/2772, Supervisory Board members are independent if they exercise an independent judgment free from any external influence or conflicts of interest. Independence generally means the exercise of objective, unfettered judgement. When used as the measure by which to judge the appearance of independence, or to categorize a member of the Supervisory Board as independent, it means the absence of an interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision-making.

• In addition, at least more than half of the shareholder representatives shall--according to their estimation--be independent from the Company and the Executive Board. Members shall be deemed to be independent if they have no personal or business relationship with the Company or its Executive Board, where such relationship may give rise to a material and not merely

  temporary conflict of interests. In assessing the independence of its members from the Company and its Executive Board, the shareholder side shall in particular consider whether the Supervisory Board member or a close family member was a member of the Executive Board of the Company in the two years prior to the appointment, currently or up to the year of appointment, directly or as a shareholder or in a responsible function of a company outside the Group maintains or has maintained a significant business relationship with the Company or a company dependent on it, is a close family member of a member of the Executive Board or has been a member of the Supervisory Board for more than 12 years.

• The Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the Executive Committee shall be independent of the Company and the Executive Board.

• The Supervisory Board shall not include more than two former members of the Executive Board.

• Members of the Supervisory Board must not have seats on the boards of, or act as consultants

  for, any of the Company's major competitors or have a personal relationship with a competitor.

• Supervisory Board membership shall be limited to no more than 12 years.

• All Supervisory Board members must have sufficient time available to perform their duties on the boards of various companies. Anyone who is not a member of the Executive Board of a listed company shall only be a member of the Supervisory Board of E.ON if he or she does not hold more than five Supervisory Board mandates at non-group listed companies or comparable functions, whereby a Supervisory Board chairmanship counts double. A person who is a member of the Executive Board of a listed company shall only be a member of the Supervisory Board of E.ON if he/she does not hold more than two Supervisory Board mandates in total at non-group listed companies or comparable functions and does not chair the Supervisory Board of a non-group listed company.

  1. In addition, the Supervisory Board has adopted the following diversity concept so as to ensure a balanced structure of the Supervisory Board in terms of age, gender, personality, educational background and professional experience.

• In the search for qualified Supervisory Board members, due consideration shall be given to diversity. When preparing nominations for the election of Supervisory Board members, due consideration shall be given in each case to the question as to whether complementary academic profiles, professional and life experience, a balanced age mix, various personalities