Compensation Report 2024

Compensation Report

I. Introduction

II. Letter from the Chairman of the Supervisory Board

III. Compensation of the Management Board in the 2024 Financial Year

IV. Supervisory Board Compensation in the 2024 Financial Year 

V. Comparative Presentation of the Development of Compensation and Earnings

I. Introduction

This Compensation Report describes the basic features and design of the compensation for the E.ON SE Management Board and Supervisory Board. It was prepared by the E.ON SE Management Board and Supervisory Board in accordance with the requirements of Section 162 of the German Stock Corporation Act (known by its German abbreviation, "AktG") and complies with the recommendations as well as the suggestions of the German Corporate Governance Code (known by its German abbreviation, "DCGK").

The Compensation Report and the report on the formal and substantive audit of the Compensation Report by KPMG AG Wirtschaftsprü- fungsgesellschaft can be found on E.ON's Internet page.

The figures presented in the tables of the Compensation Report may not add up precisely due to rounding. The same applies to the percentages shown, which may not represent the exact absolute figures due to rounding.

II. Letter from the Chairman of the Supervisory Board

Dear Shareholders,

With our Compensation Report we provide you with detailed insights into all relevant aspects and facts regarding the compensation of the Management Board and Supervisory Board for the 2024 financial year.

In the following, I summarize the most important compensation-related events of the past financial year.

Business Development and Target Achievement of the Management Board in the 2024 Financial Year

In the 2024 financial year, the operating business of E.ON developed in line with expectations and the forecasted earnings metrics have been achieved. The adjusted EBITDA amounted to €9.0 billion (previous year: €9.4 billion) which corresponds to the upper end of the forecasted range of €8.8 to €9.0 billion, while the adjusted net income of €2.9 billion (previous year: €3.1 billion) was within the forecasted range of €2.8 to €3.0 billion. Earnings per share (EPS) based on adjusted net income amounted to €1.09 in the reporting year (previous year: €1.18).

The continued growth in the regulated asset base as a result of additional investments is a key contributor to steady earnings in the Energy Networks business. In addition, the change to the new regulatory period for electricity in Germany and Sweden contributed to higher regulatory revenues, among other things. While adjusted EBITDA in the Energy Infrastructure Solutions business remained at the previous year's level, the Energy Retail business recorded a decline in earnings due to the expected discontinuation of positive one-off effects in the mid to high three-digit million range.

Business Development 2024

Adjusted EBITDA

Adjusted Net Income

EPS based on

(in €m)

(in €m)

Adjusted Net Income (in €)

9,370

9,049

2023

2024

3,068

2,856

2023

2024

1.18

1.09

2023

2024

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction   II. Letter from the Chairman of the Supervisory Board   III. Compensation of the Management Board in the 2024 Financial Year   IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

With regard to EPS, it should be noted that the actual transport volumes in the E.ON power and gas networks in Germany in the 2024 financial year were significantly below the forecast values and the resulting revenue shortfall will be offset via the regulatory account in subsequent years. In addition, income from M&A transactions not taken into account in the planning are to be included as a reducing factor. A detailed explanation of this adjustment and its background can be found in section III.3.2.1. The EPS adjusted for these effects, which is used to determine the company performance, led to €1.16 in the reporting period, resulting in an EPS target achievement of 115 percent.

As a customer-focused company, E.ON aims to continuously increase customer satisfaction and to be the leading provider of energy solutions in its markets. The Net Promoter Score (NPS), which has been firmly established at E.ON for several years, measures customer trust and loyalty, on the one hand based on the willingness of E.ON customers to recommend E.ON to others compared to those of competitors, and on the other hand based on customer satisfaction with E.ON processes. A positive result was achieved for the NPS in the 2024 financial year with a target achievement of 108 percent.

The business development is therefore reflected in the short-term variable compensation of the members of the Management Board in the

2024 financial year as follows:

Annual Bonus 2024

Min.

Target

Max.

Target achievement 2024

Earnings per share

x

=

0%

200%

115%

80%

92%

(weighting 80%)

Net Promoter Score

+

0%

150%

108%

x

20%

=

22%

(weighting 20%)

Individual performance

x

0.8

1.0

1.2

1.0

factor (0.8-1.2)

=

Target achievement annual bonus 2024

114%

As a result of EPS and NPS achieved in the 2024 financial year and taking into account the individual value contributions of the members of the Management Board, the target achievement for the 2024 annual bonus is 114 percent.

The fifth tranche of the E.ON Performance Plan (2021-2024), which ended at the conclusion of the 2024 financial year and will be paid out in the 2025 financial year, was calculated pursuant to the old compensation system exclusively on the basis of the performance of E.ON's total shareholder return (TSR) compared with the TSR performance of the companies in the STOXX® Europe 600 Utilities. Due to the positive development of the E.ON share during the term of the tranche - both in absolute terms and in comparison to our competitors - the fifth tranche of the E.ON Performance Plan results in a payout of 200 percent of the target amount.

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction   II. Letter from the Chairman of the Supervisory Board   III. Compensation of the Management Board in the 2024 Financial Year   IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

E.ON Performance Plan (EPP) 5th Tranche (2021-2024)

Development of Dividends

Cumulative dividend paid out for the 5th tranche of the EPP: €2.00

€0.49

€0.51

€0.53

€0.47

2020

2021

2022

2023

TSR Development 2021-2024

in percent

  E.ON 

  STOXX® Utilities

180

160

140

120

100

80

60

2021

2022

2023

2024

Value Development

of a Performance Share Unit

+85.6%

Fair value of a performance

€7.65

share unit at grant

Target Achievement Relative TSR

Target

Min.

Target

Max.

achievement

€12.197

Final share price

+ €2.00

Cumulative

Relative TSR

0 %

100%

150%

115%

dividend

Management Board Compensation

The Management Board compensation system was submitted to the 2021 Annual General Meeting and approved with 92.56 percent of the votes. It has been in force for all members of the Management Board since January 1, 2022, and was applied without deviation in the 2024 financial year.

As part of the annual review of the compensation level and structure, the Supervisory Board confirmed the appropriateness and common practice of the current target compensation in spring 2024 and did not make any adjustments for the 2024 financial year. The target compensation of the members of the Management Board thus remained unchanged in the 2024 financial year compared to the previous year.

Target Compensation 2024

Total Target Compensation (in €k)

5,935 5,935

9% 9%

43%

43%

3,170

3,170

11%

11%

23%

23%

41%

41%

24%

24%

23%

23%

25%

25%

2023

2024

2023

2024

Management Board

Ordinary Management

Chairman

Board Members

  Base salary

  Target amount E.ON Performance Plan (LTI)

  Target amount annual bonus (STI)

  Pension substitute

Benchmark

For both the Chairman and the ordinary members of the Management Board, the total target compensation is positioned below E.ON's size positioning in the DAX® market.

Management Board Chairman

1st quartile

median

3rd quartile

Ordinary Management Board Members

1st quartile

median

3rd quartile

Total target compensation

Size positioning E.ON

(E.ON's size positioning in the DAX® peer group is determined on the basis of the size criteria revenue, number of employees, and market capitalization)

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction   II. Letter from the Chairman of the Supervisory Board   III. Compensation of the Management Board in the 2024 Financial Year   IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

Supervisory Board Compensation

The Supervisory Board's compensation system was submitted to the 2021 Annual General Meeting for resolution and confirmed by it with 99.31 percent of votes in favor. The amount and system of Supervisory Board compensation remained unchanged in the 2024 financial year. The current compensation system for the Supervisory Board will be presented to the 2025 Annual General Meeting in its unchanged form for a new resolution.

Composition of the Management Board and Supervisory Board

During the 2024 financial year, Patrick Lammers left the Management Board, effective May 31, 2024. The Supervisory Board has appointed the acting Chief Financial Officer, Marc Spieker, to succeed him as Chief Operation Officer for the "Commercial" division as of June 1, 2024. Nadia Jakobi was newly appointed to the Management Board as Chief Financial Officer, effective June 1, 2024.

The Deputy Chairman of the Supervisory Board, Christoph Schmitz, left on December 31, 2023. Frank Werneke was appointed to the Supervisory Board as his successor, effective January 1, 2024.

Approval of the 2023 Compensation Report

The 2024 Annual General Meeting approved the compensation report for the 2023 financial year with a large majority of 93.80 percent of the votes, a further increase in approval compared to the 2022 compensation report (90.61 percent). Afterwards, the Supervisory Board discussed the feedback received from shareholders and proxy advisors as part of the consultative vote on the compensation report. Overall, the feedback on our compensation report and the transparency it offers was highly positive. We have therefore based the structure of this year's compensation report on that of the previous year, also to ensure consistency in the presentation.

Historical Voting Results

92.56%

99.31%

89.25%

90.61%

93.80%

Compensation System

Compensation System

Compensation Report 2021

Compensation Report 2022

Compensation Report 2023

Management Board

Supervisory Board

(AGM 2022)

(AGM 2023)

(AGM 2024)

(AGM 2021)

(AGM 2021)

Revision of the Compensation System for the Management Board

In the 2024 financial year, the Supervisory Board conducted a comprehensive review and revision of the current compensation system for the Management Board. In doing so, the Supervisory Board took into account the current corporate strategy, best practice in the market as well as the suggestions and impulses of investors and proxy advisors. The Management Board compensation system builds on the previous principles and performance criteria in the sense of a consistent incentivization based on the corporate strategy. Due to the consistently positive feedback from investors and proxy advisors on the compensation system and the positive experience in its application to ensure the pay-for-performance link, the overall structure of the compensation system was retained. In line with feedback from investors and proxy advisors, the most significant changes compared to the 2022 compensation system include the increase in the ambition level of the relative TSR and the removal of the assessment of ESG ratings in the E.ON Sustainability Index in the E.ON Performance Plan. The revised compensation system applies retroactively from January 1, 2025, for all members of the Management Board, subject to submission for approval by the 2025 Annual General Meeting. An outlook on the main changes is provided at appropriate locations in this compensation report. All details on the revised compensation system and the background to any adjustments will be explained in detail in the invitation to the 2025 Annual General Meeting ("Approval of the system of compensation for members of the Board of Management").

We stand by our objective of providing you with comprehensive transparency on the compensation of the E.ON Management Board and the E.ON Supervisory Board and look forward to your support on this topic.

Erich Clementi

Chairman of the E.ON SE Supervisory Board

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction    II. Letter from the Chairman of the Supervisory Board III. Compensation of the Management Board in the 2024 Financial Year IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

III. Compensation of the Management Board in the 2024 Financial Year

In the following chapter the compensation of the Management Board in the 2024 financial year is disclosed in detail.

1. Compensation Governance

The Supervisory Board as a whole is responsible for determining the compensation system as well as the amount and structure of Management Board compensation. The compensation system for the members of the Management Board is determined by the Supervisory Board in accordance with Section 87, Paragraph 1, and Section 87a, Paragraph 1 AktG on the basis of a proposal by the Executive Committee. After the Supervisory Board passes this resolution, the compensation system is submitted to the Annual General Meeting for approval.

The compensation system for the Management Board resolved by the Supervisory Board on March 23, 2021, and approved by the 2021 Annual General Meeting has applied since January 1, 2022.

Furthermore, for the respective upcoming financial year, the Supervisory Board sets the target values used to measure the Management Board's performance for the performance criteria that are applied in the financial year.

The Supervisory Board also sets the specific target compensation for the members of the Management Board. In setting Management Board members' compensation, the Supervisory Board ensures, in accordance with Section 87, Paragraph 1 AktG, that it is in an appropriate relation with the duties of the individual Management Board member, their individual performance, and the Company's economic situation, and that it does not exceed the customary compensation without special reasons. Furthermore, when setting the compensation, the Supervisory Board ensures that the compensation structure is geared towards the Company's sustainable and long-term development.

With the Executive Committee's support, the Supervisory Board reviews the appropriateness and common practice of Management Board members' compensation on a regular basis. In assessing the common practice of Management Board compensation, a horizontal comparison is made with the compensation paid to Management Board members of comparable companies. The DAX® companies are used as a peer group for this purpose due to their comparable size and governance structures as well as in view of the regulatory requirements and local market practice. In addition, a vertical comparison of compensation within E.ON is also carried out, taking into account the ratio of Management Board compensation to that of the Company's executives and the rest of its workforce. Both the current ratio and the change in the ratio over time are reviewed on a regular basis. When reviewing the appropriateness and common practice of the compensation of the members of the Management Board, the Supervisory Board continued to take into account the situation of the company, the compensation development of the Management Board and other employees as well as the competitiveness of the compensation of the Management Board.

The Supervisory Board is supported by an independent external compensation expert when reviewing the compensation levels and structure. In the course of the review in spring 2024, the appropriateness and common practice of the compensation of the Management Board were confirmed.

2. Basic Features of Management Board Compensation

Management Board compensation represents an important governance element for implementing the corporate strategy and creates incentives for achieving the objectives that have been set. The compensation of the Management Board is linked to E.ON's performance to a high degree and has a clear pay-for-performance orientation.

In designing and determining the Management Board compensation, the Supervisory Board follows in particular the following principles:

Principles of Management Board Compensation

Principle

Promote the corporate strategy

Conformity with regulatory requirements

Appropriateness of the compensation

Pay-for-performance

Long-term business development

Sustainability

Consideration of shareholder interests

Implementation

The Management Board's compensation is closely linked to the strategy of E.ON via defined targets for variable compensation and thus promotes the Company's business strategy.

Management Board compensation fulfills all requirements of the AktG and follows the current recommendations of the DCGK.

Management Board compensation is appropriate from a horizontal perspective in comparison with competitors as well as from a vertical perspective in an internal comparison with other employees.

The majority of the compensation consists of performance-based compensation components that are especially geared to the Company's success by means of setting ambitious targets.

To reinforce the long-term aspect, performance-based compensation is predominantly assessed on a multi-year basis.

E.ON's sustainability strategy is anchored in the Management Board's compensation system, in particular by means of the E.ON Sustainability Index.

In order to align management's and shareholders' interests and objectives, long-term variable compensation is based not only on the performance of E.ON's share price in absolute terms but also on a comparison with competitors. Share ownership guidelines further strengthen the capital market orientation.

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction    II. Letter from the Chairman of the Supervisory Board III. Compensation of the Management Board in the 2024 Financial Year IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

Management Board compensation consists of non-performance-based and performance-based compensation components. The non-performance -based components consist of a base salary, fringe benefits, and a pension substitute, while the performance-based components include the annual bonus and long-term variable compensation in the form of the E.ON Performance Plan.

In addition, other compensation provisions exist for members of the Management Board, including share ownership guidelines and malus and clawback provisions.

The following table provides an overview of the components of the Management Board's compensation system for the 2024 financial year as well as their respective metrics and parameters:

Summary Overview of Compensation Components

Compensation components 2024

Metric/parameter

Non-performance-based compensation

Base salary

Fringe benefits

Pension substitute

Performance-based compensation

Fixed compensation paid in twelve equal monthly installments

Chauffeur-driven company car, telecommunications equipment, insurance protection, medical examination

Annual pension substitute to be paid out in cash for personal provision

Short-term variable compensation:

Term: one year

annual bonus

Amount depends on

- Company performance

o 80 percent: EPS

o 20 percent: NPS

- Individual performance factor:

o multiplicative factor (0.8-1.2) to consider collective performance and individual performance

• Cap: 180 percent of target bonus

Long-term variable compensation:

• Granting of virtual E.ON shares

E.ON Performance Plan

Performance period: four years

• Final number of virtual shares depends on

- 50 percent: relative TSR compared to the TSR of companies in the STOXX® Europe 600 Utilities

- 25 percent: ROCE

- 25 percent: E.ON Sustainability Index

• Allocation limit; that is, the maximum number of virtual shares: 150 percent

• Cap: 200 percent of target amount

Other compensation provisions

Maximum compensation

Share ownership guidelines

Malus and clawback provisions

Severance cap

Severance for change-of-control

Non-compete clause

  • Limit total compensation paid out for a financial year pursuant to Section 87a, Paragraph 1, Sentence 2, Number 1 AktG:
    • Management Board Chairman: €10 million
    • Ordinary Management Board members: €5.5 million
  • Obligation to buy E.ON shares
  • Obligation to hold shares acquired for the duration of appointment to the Management Board as well as for two additional years after departure
  • Required investment amount equaling
    • 200 percent of base salary (Management Board Chairman)
    • 150 percent of base salary (other Management Board members)
  • Until the required investment is reached, obligation to invest net payouts from long-term compensation in E.ON shares

Possibility for the Supervisory Board to reduce or reclaim performance-based compensation, in part or in full, in the event of:

  • deliberate breaches of duty in the form of
    • non-compliancewith material provisions of the E.ON internal Code of Conduct and/or material contractual duties
    • significant breach of due diligence obligations as defined in Section 93 AktG
  • a determination or payout of variable compensation on the basis of incorrect Consolidated Financial Statements

Maximum of two years' total compensation or the total compensation for the remainder of the service agreement

Severance payment in the amount of no more than two years' target compensation (base salary, target bonus, and fringe benefits), but no more than the total compensation for the remaining term of the service agreement

  • Non-competeclause for a period of six months after termination of the service agreement
  • Prorated compensation payment in the amount of base salary and target bonus, at a minimum 60 percent of most recently received compensation, for the duration of the non-compete clause
  • Severance payments are credited against the compensation payment

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction    II. Letter from the Chairman of the Supervisory Board III. Compensation of the Management Board in the 2024 Financial Year IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

3. Management Board Compensation in the 2024 Financial Year in Detail

3.1. Non-Performance-Based Compensation

Non-performance-based compensation consists of a base salary, fringe benefits, and a pension substitute.

3.1.1. Base Salary

Management Board members receive their fixed compensation in twelve identical monthly payments.

3.1.2. Fringe Benefits

Members of the Management Board receive a number of contractual fringe benefits, including the use of a chauffeur-driven company car. The Company also provides them with the necessary telecommunications equipment, covers costs that include those for a periodic medical examination, and pays the premium for an accident insurance policy. In addition, after the changeover to the pension substitute, the previous risk coverage by means of the supplementary amount in the event of disability or death will be continued. The expenses for this in accordance with IAS 19 in the 2024 financial year amounted to €40,363 for Leonhard Birnbaum, €48,241 for Nadia Jakobi (member of the Management Board as of June 1, 2024), €3,588 for Thomas König, €6,116 for Patrick Lammers (member of the Management Board until May 31, 2024), €32,366 for Victoria Ossadnik and €17,573 for Marc Spieker.

3.1.3. Pension Substitute

Since the beginning of the 2022 financial year, members of the Management Board receive a lump-sum, earmarked pension substitute, to be paid out annually. The amount of the pension substitute is defined in individual contractual provisions and is not linked to any other compensation components. The introduction of the pension substitute ended the company pension scheme granted to members of the Management Board until the end of the 2021 financial year under the "Contribution Plan E.ON Management Board". Pension entitlements already acquired under the "Contribution Plan E.ON Management Board" shall remain in force, but will not increase further.

The pension substitute has significant advantages for the Company. Pension provision and investment risk are transferred to the member of the Management Board. This eliminates long-term financing through the creation of accruals and thus the risk for the Company. The pension substitute is also taken into account in the assessment of the appropriateness of the compensation level of members of the Management Board.

Due to the implementation of the pension substitute, there are no longer any contributions to a company pension scheme since the 2022 financial year and there is therefore no service cost resulting from company-financed contributions to the company pension scheme for the members of the Management Board. For the relevant Management Board members, at December 31, 2024, the present value of the existing pension entitlements in accordance with IAS 19 from the entitlements acquired under the "Contribution plan E.ON Management Board" valid up to and including the 2021 financial year amounts to €2,905,684 for Leonhard Birnbaum, €1,994,488 for Thomas König, €115,888 for Patrick Lammers (member of the Management Board until May 31, 2024), €307,419 for Victoria Ossadnik and €1,116,726 for Marc Spieker.

3.2. Performance-Based Compensation

Performance-based compensation represents the majority of the compensation of the members of the Management Board. It consists of the annual bonus (short-term incentive, STI) and the E.ON Performance Plan (long-term incentive, LTI), which have terms of one and four years, respectively. The target amount of the annual bonus accounts for 36 percent of performance-based compensation, the target amount of the E.ON Performance Plan for 64 percent. By basing variable compensation predominantly on a multi-year metric, the Supervisory Board ensures the promotion of E.ON's sustainable and long-term development.

The pay-for-performance concept of Management Board compensation represents a key principle of Management Board compensation. Alongside the high proportion of variable compensation within the target direct compensation (base salary, target amount of STI and target amount of LTI) with about 73 percent for the Management Board Chairman and about 72 percent for ordinary Management Board mem- bers, the Supervisory Board ensures this by setting ambitious performance criteria. The Supervisory Board defines these criteria for the annual bonus and for the E.ON Performance Plan prior to the start of each financial year and the start of each tranche, respectively. The performance criteria of the current compensation system consist of a combination of financial and sustainability-related performance criteria in both the annual bonus and the E.ON Performance Plan, which provide important incentives for the implementation of operational and strategic corporate goals.

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction    II. Letter from the Chairman of the Supervisory Board III. Compensation of the Management Board in the 2024 Financial Year IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

The following diagram illustrates the pay-for-performance concept of Management Board compensation in light of three performance scenarios:

Pay-for-Performance

Minimum payout

% payout

Maximum payout

Management Board Chairman

%

,

%

%

%

,

%

%

%

,

Ordinary Management Board Members

Minimum payout

% payout Maximum payout

%

%

%

%

,

%

%

%

,

Base salary

Annual bonus (STI)

E.ON Performance Plan (LTI)

Absolute figures in -k

ScenarioExplanation

Minimum payout

% payout Maximum payout

Bonus: % of the target amount; E.ON Performance Plan: % of the target amount

Bonus: % of the target amount; E.ON Performance Plan: % of the target amount

Bonus: €% of the target amount; E.ON Performance Plan: '% of the target amount

3.2.1. Annual Bonus

The annual bonus (STI) consists of a cash payment made after the end of the financial year. Its amount is based on the achievement of predefined performance criteria. These measure both company performance and individual performance using an individual performance factor. The bonus is capped at a maximum of 180 percent of the contractually agreed-on target bonus (cap). Its payout is calculated as follows:

Bonus ••

Bonus

Company Performance

Individual

Bonus

Target

-•%

Performance Factor

capped at % of

amount

-•%

the target amount

Earnings per

Net Promoter

Assessment of Management

Payout in cash

Share (EPS)

Score (NPS)

Board members' performance

• Weighting:

• Weighting:

• Management Board's

%

%

overall performance

• Individual performance

(bonus/malus)

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E.ON Compensation Report 2024

Compensation Report

  I. Introduction    II. Letter from the Chairman of the Supervisory Board III. Compensation of the Management Board in the 2024 Financial Year IV. Supervisory Board Compensation in the 2024 Financial Year      V. Comparative Presentation of the Development of Compensation and Earnings

Company Performance

The performance criteria for company performance are EPS, E.ON's key performance indicator, with a weighting of 80 percent, as well as a non-financial performance indicator, NPS for the 2024 financial year, with a weighting of 20 percent.

Earnings per Share

EPS used for this purpose is derived from adjusted net income as disclosed in the Annual Report. EPS is used to incentivize E.ON's operating success. In this context, the Company's attractiveness is to be further enhanced through dividend growth. This objective is also supported by an ambitious EPS target set by the Supervisory Board.

The EPS target is set by the Supervisory Board, taking into account the approved planning (budget) for the respective year. In the 2024 financial year, the target value was €1.10 and takes into account the discontinuation of positive one-off effects compared to the previous year and thus a corresponding normalization of earnings. The target achievement is 100 percent if actual EPS is equal to the target. If actual EPS is

37.5 percent or more below the target, this constitutes zero percent target achievement. If actual EPS is 37.5 percent or more above the tar- get, this constitutes 200 percent target achievement. Linear interpolation is used to translate intermediate EPS figures into percentages.

EPS based on adjusted net income amounted to €1.09 in the reporting period. In 2024, there were relevant volume deviations (lower volumes compared to the forecast prepared in 2023, which was included in the planning). On the one hand, the expected economic recovery and the resulting industrial energy consumption fell short of forecasts. On the other hand, the mild weather and the associated lower consumption were cause of the decline.

However, the regulatory mechanisms relevant to E.ON mean that the revenue shortfall due to missed forecasts (higher forecast values than actual values) in the 2024 financial year will be almost fully offset in subsequent years. The approved revenue caps are realized over time regardless of the actual sales volume. Accordingly, not correcting these revenue shortfalls in networks in the 2024 financial year would lead to an unjustified disadvantage for the Management Board: Due to the negative deviation from the budget for the 2024 financial year, the short-fall in revenue would lead to a lower target achievement in the company performance, while the offsetting of additional revenue described above would not lead to a correspondingly higher target achievement in subsequent years due to its budgeting. The Supervisory Board has therefore made use of the option to correct the corresponding shortfall in revenue in the 2024 financial year as an extraordinary development when determining target achievement.

Conversely, the Supervisory Board has made use of the option granted for previously defined exceptional cases to adjust the EPS result for the calculation of the company performance by reducing income from M&A transactions not included in the planning. This income was generated by shareholdings of the E.ON Group over which there is no controlling influence, so that the associated income should not be added to the EPS result for the calculation of company performance.

Adjusted for these effects, the EPS result for the calculation of the company performance leads to €1.16 in the reporting period.

This results in a target achievement of 115 percent.

Company Performance - EPS

Target achievement

%

%

%

%

-.%

Budget Actual EPS: +.%

(.) .

EPS - Deviation from budget

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E.ON Compensation Report 2024

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E.ON SE published this content on February 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on February 26, 2025 at 08:02:05.707.