E ON : Presentation 9M 2019 Results

Growth Focus Discipline

Creating the future of energy

9M 2019 Results

29thNovember 2019

Operations fully in line with expectations

E.ON 9M 2019 results

Highlights

Key Financials1

• Intra-yearEBIT recoveryfully on track to reach prior year level (3rdquarter up 20% YoY)
• First time inclusion of innogy financials
  (13 days of earnings, full balance sheet impact)
• Economic Net Debt at €39.6 bn(including innogy net debt)
• Full year 2019 outlook adjusted for innogy
• Solution proposal fornpower
• Dividend proposal of €0.46/share confirmed

€ m	€ bn
2,352
2,208	39.6
1,208	1,176
	16.6

EBIT

Adj. Net Income

Economic Net Debt2

9M 2018

9M 2019

2

1. Adjusted for non operating effects 2. Economic Net Debt as per 30 Sep 2019 and 31 Dec 2018

Transaction progressing as planned

E.ON 9M 2019 results

2018

publicVoluntarytakeoveroffer (PTO)

ended 25thJuly

integrationStart ofproject

September

2019			2020
1stClosing2		New Supervisory	FY 2019
	and Executive Boardreporting and
18thSeptember		at innogy level	CMD
				October	25thMarch
Announcement ofnd	Closing	2	
merger squeeze out	2		- (a)	EGM1innogy 2ndClosing2- (b)
intention	30thSeptember

4thSeptember

Antitrust approvals		Full legal integration
Official filing of transaction with EU	EU Antitrust approval	Integration & synergies
Commission on 31stJanuary	17thSeptember
		3

1. Extraordinary General Meeting 2. Closing 1: E.ON becomes ≥90% shareholder in innogy, RWE becomes 16.67% shareholder in E.ON (20% capital increase); Closing 2a: Legal

transfer of E.ON's renewables assets and nuclear minority participations; Closing 2b: Legal transfer of innogy's renewables assets, Kelag participation and gas storage assets

Proposed solution for npower

Detailed plan proposed for UK Customer Solutions:

• Migration of npower's B2C and SME customers
  1onto E.ON UK platform

• Carve-outofIndustrial & Commercial (B2B)
  2customersto secure profitable business

3• Restructuring ofremaining npower operations

• Turnaround of operating performance by 2021
• Combined E.ON UK business to achieveEBIT
  of GBP at least 100m andpositive free cash flow after smart meter investments from 2022 onwards
• Restructuring charges of up to GBP 500m(majority to be shown in non operating result)

E.ON 9M 2019 results

1

B2C/SME		B2C/SME
B2B		B2B

2

B2C/SME

B2BB2B

3

	B2C/SME
	B2B			B2B		4

Customer Solutions - Solid customer growth outside UK	E.ON 9M 2019 results

B2C customer numbers

~20m ~20m

Germany ~150k

Other1~120k

UK~430k

FY 2018

9M 2019

Growing customer base outside UK

• Since FY 2018 more than ~380k additional B2C customer accounts in Germany
• ~150k additional customer accounts in other markets outside UK

B2C customer numbers

~19m ~19m

Germany ~230k

Other2~30k

UK~450k

FY 2018

9M 2019

5

1. Incl. Sweden, Italy, Hungary, Czech Republic, Romania, Slovakia 2. Incl. Netherlands, Belgium, Poland, Hungary, Croatia, Slovenia

Energy Networks - Regulatory update

E.ON 9M 2019 results

Germany

• General efficiency factors for 3rdregulatory period (gas at 0.49% and electricity at 0.9%) have been legally challenged
• Higher regional court (OLG Düsseldorf) decided in favor of network operators
• BNetzA has filed an appeal with the Federal Court of Justice
• No final clarity whether0.49%-level of general efficiency factor will be reduced
• Direct implications for electricity expected

Sweden

• Carry-overde-risked after constructive discussions with government
• Full amount ofretro-actively allowed revenues can now be collected subject to proper investment level to improve security of supply
• New allowed WACC of 2.16% (real) legally challenged

6

EBIT development in line with expectations

E.ON 9M 2019 results

EBIT19M 2019 vs. 9M 2018

Key 9M Effects

€ m

9M 2018

Energy

Networks

2,352

-47

Energy		+/•-	Germany: new regulatory period power,
Networks
		•+		one-off effects 2018
			Sweden: power tariff increase

Customer

Solutions

Renewables

innogy businesses2

Corp. Functions

& Other,

Consolidation

Non-Core

-136

+45

+4

-22

+12

-144

Customer

Solutions•-UK: regulatory effects (i.e. SVT price cap), competitive dynamics

Renewables	•+	Capacity additions in Germany, UK and the US
	•-	Support scheme expiries
	•-	Deconsolidation effects
Non-Core		Preussen Elektra: higher achieved prices,
+/•-

9M 2019

2,208

higher depreciation, absence of 2018 one-offs

•+Turkey: oper. improvements (mainly hydro)

7

1. Adjusted for non operating effects 2. 13 days of innogy EBIT included

Adj. Net Income reflecting EBIT development

9M 2019

€ m

E.ON 9M 2019 results

Group EBIT1

Interest on fin. assets/ liabilities2

Other interest expenses

Profit before Taxes1

Income Taxes

Minorities

Adjusted Net Income1

2,208

-430	Stable YoY

-77

1,700

-349	Tax rate for 9M 2019 at ~21%

-175

1,176

0.54EPS3(€ per share)

8

1. Adjusted for non operating effects 2. Without interest accretion of nuclear provisions 3. EPS based on weighted average number of shares outstanding

Q3 2019 Economic Net Debt (END) reconciliation

E.ON 9M 2019 results

€ bn

								Net financial position
								Pension provisions
innogy1							Asset Retirement Obligations (AROs)	-21.7
-19.8
					Transaction effects:
					+ 1.6 bn				-8.8
E.ON
-20.2	+1.9					+1.5
					+3.0		-0.1	-0.2		-9.1
		-1.2
-40.0		-0.7						-1.0	-39.6
				-2.8
END	OCF Q3 20192	Net	Pensions4	IGY minority	Deconsolidation	Payment	Other	Alignment	Other8	END
H1 2019		Investments		buyout	RES & nuclear	from RWE	transaction	innogy END		9M 2019
		Q3 20192,3			minorities5		effects6	with E.ON END
								definition7

1. innogy reported economic net debt H1 2019 2. OCF/ICF including full 3rdquarter of innogy cash flows incl. divestment business 3. Net of divestments 4. Actuarial interest

rates for German pensions at 1.0%, for UK pensions at 1.9% 5. Including €0.7 bn Nuclear Business (incl. "locked box"), €1.0 bn AROs (Renewables), €0.8 bn Tax Equity Liabilities 9(Renewables), €0.5 bn finance leases, €0.04 bn Pension Provisions 6. Payment to RWE compensating for lower than anticipated innogy dividend 7. END of innogy aligned to E.ON END definition (excl. pension provision harmonization) 8. Including -€0.3 bn CTA funding

Economic Net Debt outlook 2019 and beyond

E.ON 9M 2019 results

Economic Net Debt 9M 2019

AROs1Pensions Net financial position

	-9.1		Reduction potential
			through operational
	-8.8		excellence

Sensitivity to discount rate changes

-21.7

Refinancing benefits: €3.5 bn bonds issued @ <0.4% on average

€-39.6 bn

Broader portfolio

Highly regulated

business mix

FY 2019 Economic Net Debt effects

• Restructuring Hungary (temporary effect of~-€0.4 bn) +/-Free Cash Flow (FCF) effects

Economic Net Debt effects 2020 and beyond

• Mergersqueeze-out
• Integration costs

• Transfer of Nordstream 1 into CTA
• Transaction effects (e.g. remedy proceeds,locked-box settlement, restructuring Hungary)
• Significant improvement of cash conversion

Commitment to strong BBB rating

1. Asset Retirement Obligations

10

10

Adjustment of full year EBIT 2019 guidance

E.ON 9M 2019 results

EBIT					Exclusion of
				€3.1-3.3 bn
				PPA3charge4
€2.9-3.1 bn					from EBIT &
				Adj. Net
					Income
		Technical
		adjustments2
Old guidance	EBIT of E.ON RES	Proportional EBIT of	Alignment of	New guidance
FY 2019	& PEL minorities1	innogy (excl. RES,	reporting practices2	FY 2019
		Czech retail, Kelag &
		gas storage)

11

1. PreussenElektra assets include participations in power plants Gundremmingen C and Emsland 2. Includes alignment of E.ON and innogy reporting and accounting guidelines

3. Purchase Price Allocation 4. Preliminary PPA charge: 2019: ~€0.2bn, thereafter roughly €0.7bn on average

FY 2019 segment guidance

Effects for the remainder of 2019

Energy Networks

• Germany: new regulatory period power
• Sweden: power tariff increases (already implemented)

Customer Solutions

+ Germany: impact of price adjustments

• UK: regulatory interventions (i.e. SVT cap), higher restructuring ambitions

1. PreussenElektra

E.ON 9M 2019 results

Renewables

• 4Qat-equity contribution of Rampion
  (20% stake)

innogy

• Full quarter of innogy earnings contribution
• Adjustments to E.ON reporting policies

Non-Core

+/-PEL1: increased wholesale prices, higher depreciation, one-offs in 2018, purchase of production volumes

12

Adjustment of Adj. Net Income 2019 guidance	E.ON 9M 2019 results

Adj. Net Income

Dividend1

proposal of

€0.46/share

confirmed

€1.45-1.65 bn

€1.4-1.6 bn

Technical adjustments2

Old	EBIT delta,	Financial	Additional	Tax impact	Minorities	Additional	New
guidance	mainly	expenses	innogy	on higher	relating to	innogy	guidance
FY 2019	Renewables	relating to	interest	PBT	RES	minorities	FY 2019
	vs. IGY	debt	expenses				13
		transferred
		to RWE					1. Fixed dividend per share proposal to AGM to be paid in 2020

Pro-forma full year 2019 EBIT guidance

E.ON 9M 2019 results

~€1.6 bn	€4.0-4.2 bn
€2.9-3.1 bn

Old guidance	EBIT of E.ON RES	innogy FY	Adjustments2	Pro-forma FY
FY 2019	& PEL minorities1	2019 guidance		2019 guidance

Exclusion of PPA charge3from EBIT & Adj. Net Income

14

1. PreussenElektra assets include participations in power plants Gundremmingen C and Emsland 2. Includes alignment of E.ON and innogy reporting and accounting guidelines

3. Preliminary PPA charge roughly €0.7bn on average

Growth Focus Discipline

9M 2019 - Financial Appendix

Financial Highlights

€m			9M 2018		9M 2019		% YoY
Sales	21,646	23,580	+9
EBITDA1		3,675		3,742		+2
EBIT1		2,352		2,208		-6
Adjusted Net Income1		1,208		1,176		-3
OCF bIT	3,494	2,736	-22
Investments	2,279	4,018	+76
Economic Net Debt²	-16,580	-39,620	-139

1. Adjusted for non operating effects, 2. Economic Net Debt as per 30 Sep 2019 and

1. Dec 2018; Economic Net Debt definition takes into account the decommissioning provisions calculated with a real discount rate of 0.0% as opposed to IFRS AROs; bonds issued by innogy are recorded at their nominal value: the amount in the conso- lidated balance sheets is €2.6 bn higher

E.ON 9M 2019 results

16

Cash Conversion Rate in Q3 recovering as expected1

E.ON 9M 2019 results

9M 2019

€ bn

		73%
3.7
	-0.4		2.7
	-0.6
			-0.4		1.6
					-0.7
							-4.0
								-2.4
EBITDA2	Cash	Change in WC	OCF bIT	Interest	Tax Payments	OCF	Capex	FCF
	Adjustments3		Payments

1. Cash Conversion Rate: OCF bIT ÷ EBITDA 2. Adjusted for non operating effects	17
3. Net non cash effective EBITDA items incl. provision utilizations, payments related to non operating earnings and innogy consolidation effect

Segments: Energy Networks

Energy Networks

	EBIT1€ m				-3%
					1,472			1,425
			Germany	755			693
			Sweden	363			394
	CEE & Turkey	354			338
					9M 2018		9M 2019
			€m							Germany							Sweden
								9M 2018			9M 2019		% YoY		9M 2018		9M 2019
	Details		Revenue				4,560			4,646		+2		729		748
		thereof equity-method earnings	51	48	-6	0	0
			EBITDA1				1,182	1,151	-3	476	509
			EBIT1				755			693		-8		363		394
			OCFbIT				1,372	898	-35	535	460
			Investments				448			597		+33		223		197

1. Adjusted for non operating effects

E.ON 9M 2019 results

Highlights

• Germany

+/-New regulatory period for power

• • Regulatory effects in 2018
    -One-off effects in 9M 2018
• Sweden
• • Power tariff increase

			CEE & Turkey					Total
% YoY		9M 2018		9M 2019		% YoY		9M 2018		9M 2019		% YoY
+3		1,125		1,162		+3		6,414		6,556		+2
+7		529		514		-3		2,187		2,174		-1
+9		354		338		-5		1,472		1,425		-3
-		88		87		-1		139		135		-3
-14		523	565		+8	2,430		1,923	-21
-12		283		263		-7		954		1,057		+11

18

Segments: Customer Solutions

Customer Solutions

EBIT1€ m

-38%

					360
Germany Sales	124			224
			UK	143			90
					51
			Other
			93			83
					9M 2018		9M 2019
			€m				Germany Sales						UK
							9M 2018			9M 2019		% YoY		9M 2018		9M 2019
	Details		Revenue			4,892			5,321		+9		5,432		5,329
		thereof equity-method earnings	0	0		-	0	0
			EBITDA1			148	120		-19	211	136
			EBIT1			124			90		-27		143		51
			OCFbIT			236	179		-24	125	63
			Investments			10			38		+280		157		132

1. Adjusted for non operating effects, 2. Standard Variable Tariff

E.ON 9M 2019 results

Highlights

• Germany Sales
• • Timing effect from delayedpass-on of higher grid fees
• UK
• • Regulatory effects, mainly SVT2price cap
  • Competitive dynamics

• Lower restructuring expenses
• Effects from restructuring program

				Other						Total
% YoY		9M 2018		9M 2019		% YoY		9M 2018		9M 2019		% YoY
-2		5,483		6,072		+11		15,807		16,722		+6
-36		231		229		-1		590		485		-18
-64		93		83		-11		360		224		-38
-		7		8		+14		7		8		+14
-50		253	194	-23	614		436	-29
-16		240		387		+61		407		557		+37

19

Non-Core business

Non-Core	Highlights

E.ON 9M 2019 results

EBIT1€ m							•	PreussenElektra
			+4%						+Higher achieved power prices
								-Higher depreciation
		314
			326					-One-off effects in 2018
							•
								Generation Turkey
	Preussen	354		256					+Operational improvements, mainly higher hydro volumes in H1
	Elektra
				70
	Generation		-40									PreussenElektra: Hedged Prices
	Turkey	9M 2018		9M 2019
												(€/MWh)as of 30 September 2019
	€m			PreussenElektra			Generation Turkey			Total		2018	100%	26
			9M 2018	9M 2019	% YoY	9M 2018	9M 2019	% YoY	9M 2018	9M 2019	% YoY
Details	Revenue		983	878	-11	0	0	-	983	878	-11	2020	73%	46
thereof equity-method earnings	42	40	-5	-40	70	-	2	110	-
	EBITDA1		436	423	-3	-40	70	-	396	493	+24	2019	96%	32
	EBIT1		354	256	-28	-40	70	-	314	326	+4
	OCFbIT		122	80	-34	0	0	-	122	80	-34		45%
	Investments		10	207	+1,970	154	0	-100	164	207	+26	2021	47

20

1. Adjusted for non operating effects

Adjusted Net Income

E.ON 9M 2019 results

€m

EBITDA1

Depreciation/amortization

EBIT1

Economic interest expense (net)

EBT1

Income Taxes on EBT1

% of EBT 1

Non-controlling interests

Adjusted Net Income1

9M 2018		9M 2019			% YoY
3,675	3,742	+2
-1,323	-1,534	-16
2,352	2,208	-6
-500	-508	-2
1,852	1,700	-8
-457	-349	+24
-25%	-21%	-
-187	-175	+7
1,208	1,176	-3

21

1. Adjusted for non operating effects

Reconciliation of EBIT to IFRS Net Income

E.ON 9M 2019 results

€m

EBITDA1

Depreciation/Amortization/Impairments

EBIT1

Reclassified businesses of Renewables

Interest result

Net book gains

Restructuring

Mark-to-market valuation of derivatives

Impairments (net)

Other non-operating earnings

9M 2018		9M 2019		% YoY
3,675	3,742	+2
-1,323	-1,534	-16
2,352	2,208	-6
-278	-300	-8
-522	-583	-12
859	-32	-104
-52	-179	-244
905	-73	-108
0	-2	-
-81	-124	-53

Income/Loss from continuing operations before income taxes	3,183	915	-71
Income taxes	-198	-359	-81
Income/loss from continuing operations	2,985	556	-81
Income/loss from discontinued operations, net	170	1,759	+935
Net income/loss	3,155	2,315	-27

1. Adjusted for non operating effects

22

Cash effective investments1

€m		9M 2018		9M 2019			% YoY
Energy Networks	954	1,057	+11
Customer Solutions	407	557	+37
Renewables	698	583	-16
innogy businesses	0	53	-
Corporate Functions & Other	56	1,561	-
Consolidation	0	0	-
Non-Core	164	207	+26
Investments	2,279	4,018	+76

1. Investments from innogy transaction included in Corporate Functions & Other

E.ON 9M 2019 results

23

Economic Net Debt1

€m		31 Dec 2018		30 Sep 2019
Liquid funds	5,423	5,547
Non-current securities	2,295	1,206
Financial liabilities	-10,721	-28,537
Adjustment FX hedging²	-28	77
Net financial position	-3,031	-21,707

E.ON 9M 2019 results

Provisions for pensions

Asset retirement obligations

Economic Net Debt

-3,261

-10,288

-16,580

-8,818

-9,095

-39,620

1. Economic Net Debt definition takes into account the decommissioning provisions calculated with a real discount rate of 0.0% as opposed to IFRS AROs; bonds issued by innogy are recorded at their nominal value: the amount in the consolidated balance

sheets is €2.6 bn higher 2. Net figure; does not include transactions relating to our operating business or asset management

24

Economic interest expense (net)

E.ON 9M 2019 results

€m		9M 2018			9M 2019			Difference
					(in € m)
Interest from financial assets/liabilities	-436	-430	+5
Interest cost from provisions for pensions and similar provisions	-48	-47	+1
Accretion of provisions for retirement obligation and similar provisions	-59	-45	+15
Construction period interests¹	14	13	-2
Others	28	18	-11
Net interest result from innogy businesses	0	-17	-17
Net interest result	-500	-508	-8

1. Borrowing cost that are directly attributable to the acquisition, construction or production of a qualified asset.

Borrowing cost are interest costs incurred by an entity in connection with the borrowing of funds (interest rate:255.37%).

Financial Liabilities

Liquidity Sources (as of 9M 2019)

€ bn

Liquid funds	~5.5
Non-current securities	~1.2
Total	~6.7

Syndicated loan (undrawn)

3.50

€ / $ Commercial Paper	10 / 10
programs
Acquisition facility		1.75
(undrawn)

E.ON 9M 2019 results

Maturity profile (as of end 9M 2019)1

€ bn	12.1

			2.8	2.4			2.2
						1.4
1.0				1.3		0.8
2019	2020	2021	2022	2023	2024	2025 ≥2026
		E.ON		innogy

1. Bonds issued by E.ON SE and E.ON International Finance B.V. (fully guaranteed by E.ON SE); bonds issued by innogy SE and innogy Finance B.V. (fully guaranteed by innogy SE) 26and innogy EIB loans

October 24

SyndicatedESG-linked

Revolving Credit Facility

•Size: €3.5bn

Integrated financing of new E.ON•Term: 5+1+1Y

EUR 3.5bn bond issuances in 2019 securing favorable financing conditionsBond financing well diversified across maturities

Successful refinancing of RCF1withESG-element,replacing E.ON's and innogy's previous RCFs

Successful financing 2019

Bonds

Loan

2019

Q3

Q4

August 21(Green Bond)

October 17

October 31

1

•Size:

€1.5bn

2•Size:

€1.5bn

3

•Size:

€500mn

•Term:

5Y & 10.5Y

•Term:

3Y & 7Y

•Term:

12Y

•Yield:

-0.149% p.a.

•Yield :

-0.019% p.a.

•Yield:

0.741% p.a.

& 0.373% p.a.

& 0.375% p.a.

27

1. Revolving Credit Facility

E.ON Investor Relations contacts

	Dr. Stephan Schönefuß	T [phone]
	Interim Head of Investor Relations	[e-mail]

	Martina Burger	T [phone]
	Manager Investor Relations	[e-mail]

	Sebastian Gaßner	T [phone]
	Manager Investor Relations	[e-mail]

	Andreas Thielen	T [phone]
	Manager Investor Relations	[e-mail]

T [phone] [e-mail]

28

Financial calendar & important links

Financial calendar

March 25, 2020

May 12, 2020

May 13, 2020

August 12, 2020

November 11, 2020

Important links

Presentations

Facts & Figures 2019

Annual Reports

Interim Reports

Shareholder Meeting

Green Bond Framework

Annual Report 2019 & Capital Markets Day (London)

Quarterly Statement: January - March 2020

2020 Annual Shareholders Meeting

Half-Year Financial Report: January - June 2020

Quarterly Statement: January - September 2020

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

https://www.eon.com/content/.../presentations/facts-and-figures-2019.pdf

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

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

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

https://www.eon.com/en/investor-relations/bonds/green-bonds.html

Transaction Website:http://www.energyfortomorrow.eu/

29

Disclaimer

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

Neither E.ON nor any respective agents of E.ON undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any information or to correct any inaccuracies in any such information.

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 rounded figures may not add up exactly to the totals contained in the respective tables and charts.