Creating the future of energy

http://www.energyfortomorrow.eu/ March 2019

DisciplineFocusGrowth

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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 currentlyavailable to E.ON. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financialsituation, development or performance of the company and the estimates given here. E.ON does not intend, and does not assume any liability whatsoever, to updatethese forward-looking statements or to conform them to future events or developments.

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Certain numerical data, financial information and market data (including percentages) in this presentation have been rounded according to established commercialstandards. 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 allcases to the amounts contained in the underlying (unrounded) figures appearing in the consolidated financial statements. Furthermore, in tables and charts, theserounded figures may not add up exactly to the totals contained in the respective tables and charts.

Strong delivery of FY 2018 results

Top end of 2018 guidance range achieved

Dividend 2018 increases >40% to €0.43/share

Preparation of takeover of innogy fully on track

Upgrading network capex to fuel accelerated RAB growth

Predictability — Outlook 2018-2020 confirmed, commitment to annual DPS growth

Visibility — Fixed dividend of €0.46/share to be proposed for 2019

Highlights

3,074

1,427

2,989

1,505

Adj. Net IncomeEBIT

FY 2017 FY 2018

Key Financials1

€ m

1. Adjusted for non operating effects

Economic Net Debt

19.2

16.6

€ bn

!

!

!

€2.8-€3.0bn

€1.3-€1.5bn

Guidance Range

3

Continuous track record of delivery

1. Adjusted for non operating effects.

2016 2017 2016 2018

5.3x

3.9x3.4x

€26.3bn

€19.2bn€16.6bn

~€10bn

2016 2018

€2.7-€3.1bn

€2.8-€3.1bn

€0.6-€1.0bn

€1.2-€1.45bn

€3.1bn €3.1bn

€0.9bn

€1.4bn

EBIT1 vs. guidance Adj. Net Income1 vs. guidanceDeleveraging achieved –

Significant reduction of END

2018

€2.8-€3.0bn

€3.0bn

2017

€1.3-€1.5bn

€1.5bn

Guidance Range

2017

4

Accelerating power RAB growth

Germany

~€8bn

Power RAB (€ m) Power RAB1

1. Based on constant FX rates (SEK/EUR 2018: 10.26; CZK/EUR 2018: 25.65)2. Growth includes revaluation of RAB from 2020 onwards according to new methodology (due to change in depreciation times). Effect ca. ~€0.5bn in 2020

~8.0

2017

~8.3

2018 2020

+ 8-10%

+6%

Targeting upper end of growth range

+10%

Czech RepublicSwedenPower RAB (€ m) 1

~3.5

20202017

~3.7

2018

~1.4

2017

~1.5

2018 2020

Power RAB (€ m) 1,2

New growth range

+16%

+12%

New growth range

+11%

+15%

+8%

+20%+25-30%

+20-25%+15%

+11%

+30%

+25%

+25%

New New

New

OldOld Old

E.ON standalone

5

Capex split 2019 & 2020

Capex1 2019

1.7

0.81.1

Energy Networks Renewables Customer Solutions

~€3.6bn ~€3.7bn

Increase in capex drives long-term EBIT growth

Capex focused on Energy Networks and infrastructure-like Customer Solutions

Strict adherence to capital return targets (e.g. Group ROCE target 8-10%)

Growth

Focus

Discipline

Capex1 2020

1.8

1.10.8

1. Gross capex, not including divestments

E.ON standalone

6

€413m

2017 2018

€479m

CS ex UK

CS UK

2017 2018

Germany

UK

Other

~22m~22m

Customer Solutions with profitable customer growth outside UK

EBIT

Improving EBIT outside UK

• UK decline mainly caused by regulatory interventions and restructuring costs

Pro-actively working on next wave of performance measures• Programs in Germany and UK with target

to offset margin pressure• UK program already expanded during

2018 to mitigate SVT price cap impact

2018 2019 2020 >2020

Cost

Impact

Performance programs (upgraded)

~€120m impact

~£150m impact

Growing customer base outside UK

• More than 100,000 additional customers in Germany

• In the UK, best performance among the Big Six in terms of customer numbers1

Customer numbers

1. Source: Q4 2018 Cornwall report

+2%

+1%+17%

E.ON standalone

7

Group guidance for FY 2019

Actuals FY 2018 (€ bn) Actuals FY 2018 (€ bn)

Guidance FY 2019 (€ bn) Guidance FY 2019 (€ bn)

3.01.5

EB

IT1

Ad

just

ed N

et In

com

e1

Dividend2 2019 (€/share)

0.462.9 – 3.11.4 – 1.6

Pro

pos

ed d

ivid

end

s2

Dividend2 2018 (€/share)

0.43

1. Adjusted for non operating effects 2. Fixed dividend proposals to AGM to be paid in following year

E.ON standalone

8

ReturnROCE1

8 – 10 %

E.ON FOCUS – Framework for 2018-2020Our basis for steering the company

1. Based on EBIT (= pre-tax), 2. OCF bIT divided by EBITDA, 3. Adjusted for non operating effects, FY 2018 guidance range as basis for medium-term outlook 2018-2020 (CAGR), 4. Total Shareholder Return, 5. Fixed for FY 2019 (paid in 2020).

CashCash conversion rate2

≥ 80 %

Executive CompensationClosely linked to EPS target achievement and relative TSR4 (in addition: share ownership obligations)

EPS3

Group+ 5-10% (CAGR)

AnnualDPS growth

Dividend

Fixed dividend 2019:

€0.465

EBIT3

Group+ 3-4% (CAGR)

Capital StructureStrong BBB/Baa

E.ON standalone

9

Top end of guidance

Top end of guidance (+5% YoY)

Leverage target of 3.4x achieved

Committed to annual DPS growth:€0.43 for 2018 €0.46 for 2019

3-4% EBIT CAGR3

5-10% EPS CAGR3

Transacting from a position of strength

EBIT€3.0bn1

ANI€1.5bn1

END€16.6bn1

Dividend

2018-20 Growth

✓

✓

✓

✓

Group EBITDA

~€8bn2

Customer Solutions

>31mCustomers1

~53mCustomers2

Energy Networks

~€20bn RAB1, 4

~€34bn RAB2, 4

€5bn1

1. E.ON standalone 2018 reported, 2. Future E.ON pro-forma 2018 (innogy data based on public information), 3. 2018-2020 based on existing portfolio (E.ON standalone), 4. RABs from different regulatory regimes are not directly comparable due to significant methodical differences.

Regulated Non-regulated

E.ON today Future E.ON (’18)E.ON today (’18)

E.ON standalone

✓

10

Takeover of innogy progressing well

Antitrust approval process

• E.ON filed official notification with EU Commission end of January

• EU Commission initiated Phase II investigations on 8th March

• Approvals for RWE part of transaction already received after Phase I

• Fully on track for closing during second half of 2019

Preparation of integration of innogy

into E.ON

Synergies

• Joint preparation work intensifying

• Work on future operating model nearly completed

• Target of €600-800m net synergies by 2022 confirmed

11

Schematic merger control proceedings

Pre-notification

Simplified overview of process steps of EU merger control proceedings(possible (partial) referrals to national authorities not taken into account1)

PreparationsPhase I

(25 working days)Phase II

(90 working days + extensions)

• Draftingnotificationdocuments

• Discussing draft notification, responding to information requests

• Finalizing notification

• Assessing notification

• Obtaining additional information requests

• Analyzing market segments in detail

• Negotiating potential conditions

≈ May 2018Not before mid-2019

Expected EU Commission clearance decision

Presentation of potential concerns regarding market segments

1. Federal Cartel Office Germany, CMA, CEE 12

Official filing of transaction with EU Commission on 31st January 2019

≥202620232019 2020 20222021 2024 2025

1.41.1

0.8

0.10.4

0.6

0.0

4.8

USDEUR GBP JPY Other

Financial Liabilities

Maturity profile (as of end FY 2018)1

€ bn

1. Bonds and promissory notes issued by E.ON SE and E.ON International Finance B.V. (fully guaranteed by E.ON SE)

Liquidity Sources (as of FY 2018)€ bn

Liquid funds 5.432

Non-current securities 2.295

Syndicated loan (undrawn) 2.75

€ / $ Commercial Paper programs (undrawn)

10 / 10

Acquisition facility (undrawn)

1.75

E.ON standalone

13

Indicative funding needs

Funding plan

Funding public takeover offer and purchase of RWE’s loan to innogy is covered by existing cash and RWE’s payment

2019 funding needs: expected to be €2-3 billion

€1.75 billion undrawn acquisition facility available

Regular funding volumes determined by

- refinancing of upcoming maturities

- utilization of asset retirement obligations

Future annual funding needs estimated: €2-4 billion

Financing considerations

Maturities (€ bn) 2019 2020 2021

E.ON ~1.1 ~1.4 ~0.8

innogy2 ~2.0 ~0.8 ~1.7

1. Asset retirement obligations (‘AROs‘) : Indicative utilization of €0.5 billion p.a.2. Incl. senior bonds and 2019 RWE intercompany loan based on innogy‘s Fixed Income Investor Update 1st June 2018

0

2

4

2019 2020 2021

E.ON maturities AROs innogy maturities

€ bn

1 2

14

Structural subordination

E.ON SE

E.ON Int. Finance B.V.

innogy SE

innogy Finance B.V.

Bonds

Bonds

Guaranteed by E.ON SE

Bonds

Bonds

Guaranteed by innogy SE

• Structural subordination may become a topic post closing

• To the extent necessary, E.ON has the choice among several mitigants for structural subordination:

moving innogy bonds to E.ON leveland replacing innogy guarantee with E.ON guarantee

upstream guarantee from innogy to E.ON

liability management at market

E.ON will address structural subordination post closing of the innogy acquisition

15

Appendix

• Germany: price increases in Q2 2017, restruc-turing charges

• UK: price increases in Q2 2017, competitive dynamics, regulatory effects, restruct. charges

• Preussen Elektra: one-off effects, lower achieved prices, higher volumes due to plant outages in 2017

• Turkey: op. improvem., omission of book loss

• Germany: positive one-off effects in Q2 & Q3 2018, reversal of regulatory effects, disposal gas network HH, new regulatory period gas

• Sweden: power tariff increase, adverse FX dev.

• Onshore: capacity additions in the US, support scheme expiries

• Offshore: capacity additions (Rampion), adverse wind conditions (esp. Q4)

EBIT development solid despite operational challenges

+67

+115Corp. Functions

& Other, Consolidation

-190

3,074

Customer Solutions

FY 2017

Energy Networks

-66

Renewables

-11Non-Core

FY 2018 2,989

-85

EBIT1 FY 2018 vs. FY 2017€ m

1. Adjusted for non operating effects

Energy Networks

Customer Solutions

Renewables

Key FY Effects

Non-Core

+/–

+/–

+

–

+/–

+

+/–

+/–

+/–

+/–

17

1. Adjusted for non operating effects 2. Preussen Elektra

Segment EBIT1 guidance FY 2019

2019Energy Networks Customer Solutions

Renewables Non-Core

2018

€1.8bn €0.4bn

€0.5bn €0.4bn

• Germany: Further increase in RAB, efficiency scores

• Sweden: Power tariff increases (already implemented)

++

• Germany & UK: Restructuring charges in 2018

• UK: Regulatory interventions (i.e. SVT price cap)–+

• Onshore: Capacity additions, support scheme expiries

• Offshore: Capacity additions (Arkona, Rampion)

+/–+

• PEL2: Increased wholesale prices, higher D&A, one-offs

• Turkey: Operational improvements

+/–+

20192018

20192018 20192018

E.ON standalone

18

END decreases mainly due to sale of Uniper stake

-10.6 -10.3

-3.6

-3.5

-0.9

-0.9-0.6

-3.3

-5.0

-3.0

3.8

Investments

0.9

Pensions

4.3

Other END FY 2018AROs

0.6

DividendOCF

2.9

-19.2

END FY 2017

0.3

CTA2 Funding

-16.6

Divestments

+2.7€ bn

END1 FY 2018 vs. FY 2017

1. Economic net debt definition takes into account the decommissioning provisions calculated with a real discount rate of 0.0% as opposed to IFRS AROs2. Contractual Trust Arrangement

AROs

Net financial position

Pension provisions

Liquidation of pension scheme in Q1 2018 results in reduction of pension provisions –limited effect on END

Sale of Uniper stake

19

• Nuclear provisions: ~€0.9bn

• AROs (Renewables): ~€0.9bn

• Tax equity liabilities (Renewables): ~€0.6bn

• Pension provisions (Renewables): ~€0.4bn

Pro forma Economic Net Debt 2018

~10.3

~3.0

Economic Net Debt 2018

~3.3

~16.6

E.ON today1 (€ bn)

Economic Net Debt 2018

~32

Net financial position Provisions for pensions Asset-retirement obligations

1. E.ON 2018 reported, 2. Future E.ON pro-forma 2018 (innogy data based on public information), 3. E.ON will address structural subordination post closing, 4. Nord Stream I stake

~1+ Transfer of NS14 into CTA

Further deleveraging measures to be realized in ‘19 (€ bn)

Includes:• Acquisition of 23.2% minority shares • €1.5bn cash payment from RWE

Future E.ON2, 3 (€ bn)

~€2.8bn debt transferred to RWE

20

Includes successful monetization of Uniper shares

Integration of innogy provides for strong synergy potential

2019 2020 2021 2022

Estimated net synergies (€ m)2 Synergy focus1, 2

€600-800m

~55%

~25%

~5% •Strong synergy potential of €600-800m

•~5,000 FTEs affected (~7% of employee base)

Corporate Functions & IT

Energy Networks

Energy Sales & Customer Solutions

~100%

1. Synergy split (€ million), 2. Future E.ON pro-forma 2018 (innogy data based on public information). 21