Terms and Conditions Terms and Conditions of Use and Notes regarding the Online Service for the Annual Shareholders Meeting of E.ON SE on May 10, 2017 1. Scope These Terms and Conditions of Use and Notes are applicable to all shareholders using the Online Service for the Annual Shareholders Meeting of E.ON SE on May 10, 2017. 2. Stability and availability of the Online Service for the Annual Shareholders Meeting / Exemption from liability The technical and organizational measures we have taken to provide for the availability and performance of our Online Services and data security comply with state-of-the art standards. However, given the current technology of online services, fluctuations and disruptions in the availability, performance, stability and reliability of our Online Services may occur. E.ON SE has no control over the availability, performance, stability and reliability of the telecommunications network or the online services and network elements provided by third parties. E.ON SE cannot guarantee and accepts no liability for the availability, performance, stability and reliability of the telecommunications network, the online services and network elements provided by third parties or for the uninterrupted access to our Online Services. Furthermore, E.ON SE excludes any responsibility for errors and defects in the hardware and software used for the Online Service, including hardware and software of the service companies involved, provided there has been no intentional wrongdoing or gross negligence. If E.ON SE believes, that there are serious security concerns, we reserve the right to suspend or discontinue our Online Services without further notice. If you experience any technical problems, please call the E.ON hotline, which is available Monday to Friday from 9 a.m. to 5 p.m. CET at +49 18 02-30 29 00 (6 Cent per call from the fixed network of Deutsche Telekom, maximum 42 Cent per minute from German mobile networks). 3. Online registration for the Annual Shareholders Meeting Registering for the Annual Shareholders Meeting via the Online Service is possible up until the close of May 3, 2017. Up to that time, via the Online Service you may order admission cards or authorize the persons appointed by E.ON SE or financial institutions and shareholders associations participating in the Online Service to vote on your behalf and provide them with voting instructions on the items of the agenda. We encourage you to make early use of the Online Service to ensure that, in case of any technical difficulties, you will still have sufficient time to register by regular mail before the deadline (the close of May 3, 2017). Shareholders, who have registered to receive their invitation to Shareholder Meetings by e-mail, and who will therefore no longer receive their invitation by regular mail, are requested to call the E.ON hotline, which is available Monday to Friday from 9 a.m. to 5 p.m. CET at +49 18 02-30 29 00 (6 Cent per call from the fixed network of Deutsche Telekom, maximum 42 Cent per minute from German mobile networks), in case of any technical difficulties. Seite 1 von 5
4. Request of Admission Card(s) Using the Online Service you may order an admission card for yourself or for a representative. Once you have ordered an admission card, it will no longer be possible via the Online Service to authorize persons appointed by E.ON SE or a financial institution or a shareholders association participating in the Online Service to vote on your behalf. Any authorization for persons appointed by E.ON SE, a financial institution or a shareholders association participating in the Online-Service to vote on your behalf will not be exercised i.e. the persons appointed by E.ON SE, the financial institution or the shareholders association will not represent the votes deriving from the authorization due to the overriding admission ticket. 5. Authorization of the Persons Appointed by E.ON SE to Vote on your Behalf The persons appointed by E.ON SE to vote on your behalf are neutral and strictly bound by your instructions. If a separate vote is to be held on an item of the agenda, the instructions given on this item will cover all sub-items. The authorization of the persons appointed by E.ON SE to vote on your behalf enables you to exercise to a large extent your rights as a shareholder at the Annual Shareholders Meeting. However, please note, that the authorization does not fully substitute your personal attendance at the Annual Shareholders Meeting. Thus, for example, the persons appointed by E.ON SE will not accept instructions with regard to requests to speak or to make protests against resolutions of the Annual Shareholders Meeting or with regard to questions to be asked or motions to be made. Furthermore, the Online Service does not allow you to vote on procedural proposals or on shareholder proposals not made accessible in accordance with Sec. 126 of the German Stock Corporation Act via the persons appointed by E.ON SE. The persons appointed by E.ON SE will represent you anonymously, i.e. without disclosing your name. If you authorize the persons appointed by E.ON SE to vote on your behalf and provide them with voting instructions via the Online Service before the close of May 3, 2017, you can still change these instructions via the Online Service until May 10, 2017, 12 a.m. If you authorized the persons appointed by E.ON SE to vote on your behalf and provided voting instructions both via the Online Service and in different ways, your instructions provided via the Online Service will have priority over those sent in different ways, regardless of when we receive them. 6. Authorization of financial institutions and shareholders associations participating in the Online Service You can authorize financial institutions or shareholders associations participating in the Online Service at www.eon.com/agm-service. Please select Authorization of a financial institution or a shareholders association. If you authorize financial institutions or shareholders associations participating in the Online Service to vote on your behalf and provide them with voting instructions via the Online Service before the Seite 2 von 5
close of May 3, 2017, you can still change these instructions via the Online Service until May 10, 2017, 12 a.m. If you want to authorize a different financial institution or a different shareholders association to vote on your behalf, you must select the Requesting admission card button. You will then have two alternatives: You can have the admission card sent directly to a financial institution or shareholders association. To do this, please use the Online Service and click on the button Admission card requests for the following person. You can use the Online Service to have the admission card sent to your own address or print out the admission ticket yourself and then authorize a financial institution or shareholders association to vote on your behalf by using the form on the admission card. You will then need to send the admission card, along with your authorization, to the authorized representative. If you want to authorize a financial institution or a shareholders association outside the Online Service we can also send a proxy form to you upon request. Please note, that many financial institutions are no longer willing to act as proxy. Please contact your financial institution first to avoid any misunderstandings, that could lead to your vote being forfeited. Credit institutions, shareholders associations and persons, who have equal status pursuant to Section 135 para. 8 AktG may stipulate a different procedure of their own for the appointment of proxies. Therefore, we ask shareholders to contact the person to be appointed in time with regard to any special form of power of attorney that may be required by the latter. If you have submitted an authorization to a financial institution or shareholders' association and given instructions both via the Online Service and by another means, the instructions given online take precedence over the instructions in paper form, regardless of the order, in which we receive them. The authorized financial institution or shareholders meeting is exclusively responsible for exercising the voting rights. 7. Authorization via the Online Service If you use the Online Service to authorize the persons appointed by E.ON SE or a financial institution or shareholders association participating in the Online Service to vote on your behalf and issue any particular voting instructions, this authorization and these instructions take precedence over all additional authorizations and instructions issued by any other means, regardless of the order, in which they are received by us. If you use the Online Service to authorize the persons appointed by E.ON SE to vote on your behalf, you can authorize a financial institution or shareholders association participating in the Online Service to vote on your behalf up until the close of May 3, 2017, via the Online Service. A previously issued authorization for the persons appointed by E.ON SE will not be exercised, i.e. the persons appointed by E.ON SE to vote on your behalf will not represent the votes deriving from the authorization issued before. If you use the Online Service to authorize a financial institution or shareholders association participating in the Online Service to vote on your behalf, you can authorize the persons appointed by Seite 3 von 5
E.ON SE to vote on your behalf or another financial institution or shareholders association participating in the Online Service up until the close of May 3, 2017, via the Online Service. A previously issued authorization for the persons appointed by E.ON SE or financial institution or shareholders association will not be exercised, i.e. the persons appointed by E.ON SE, the financial institution or the shareholders association will not represent the votes deriving from the authorization issued before. If you authorize the persons appointed by E.ON SE or financial institutions or shareholders associations participating in the Online Service to vote on your behalf and provide them with voting instructions via the Online Service before the close of May 3, 2017, you can still change these instructions via the Online Service until May 10, 2017, 12 a.m. The granting of the power of attorney, its revocation and the provision of evidence vis-à-vis the Company for the granting of the power of attorney have to be made in text form in the meaning of Section 126b of the German Civil Code (Bürgerliches Gesetzbuch BGB). The provision of evidence of the appointment of a proxy may be transmitted to the Company electronically under the e-mail address hv-service@eon.com. 8. Shareholder groups / Legal persons Please note, that when shareholders are listed in the Share Register as a group (e.g. married couples), partnership or legal person, the individual, who requests admission cards, authorizes the persons appointed by E.ON SE or financial institutions or shareholders associations participating in the Online Service to vote on their behalf or issues or changes the voting instructions, must be authorized by all members of the group or by the legal entity/partnership, on whose behalf he or she acts or, respectively, have corporate power of representation for the legal entity/partnership. Using the Online Service you confirm as against E.ON SE that you are in possession of the respective authorization. 9. Precautions to be taken by Online Service users Please keep your Shareholder Number and your personal Password in a safe place to prevent access by unauthorized persons. If you suspect unauthorized use of your account, you should have your access to the Online Service blocked by calling the E.ON hotline, which is available Monday to Friday from 9 a.m. to 5 p.m. CET at +49 18 02-30 29 00 (6 Cent per call from the fixed network of Deutsche Telekom, maximum 42 Cent per minute from German mobile networks). If you are registered to receive the invitation to Shareholders Meetings by e-mail, please do at least change your password and the security question. Having your access blocked will prevent you from using the Annual Shareholders Meeting Online Service. After the blocking, registration for the Annual Shareholders Meeting, the request for an admission card, authorization and instruction and the respective prove as well as the change of address are still possible in due form and a timely manner by other means. If you are registered to receive the invitation to Annual Shareholders Meetings by e-mail, please do at least change your password and the security question. Please further make sure that the Online Service is exited correctly. By correctly exiting the Online Service, you prevent unauthorized persons from viewing or manipulating your data during your Seite 4 von 5
absence. Your entries into the Online Service will not be recorded until the confirmation of the transaction is displayed. 10. Notes on data protection The security and protection of your personal data are a top priority for us. We ensure this with methods for secure data communication that comply with state-of-the art technology. In the course of operating the Online Service for the Annual Shareholders Meeting, we will store, process and use your data exclusively for the following purposes: Registration for the Annual Shareholders Meeting Order of admission cards to the Annual Shareholders Meeting of E.ON SE, Authorization of persons appointed by E.ON SE, financial institutions or shareholders associations participating in the Online Service to vote on your behalf according to the voting instructions, that you provide, Change of your postal address in the Share Register, Registration to receive the invitation to Shareholders Meetings of E.ON SE by e-mail. In order to comply with the requirements under German stock corporation law to supply evidence, we will archive with access protection - the data that you provided online, when authorizing representatives to vote on your behalf together with the associated voting instructions for a period of three years. Seite 5 von 5