EON : 2024, Corporate Governance Declaration

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: