159Combined Group Management Report Consolidated Financial Statements Corporate Governance Report Supervisory Board and Board of Management Tables and Explanations Examination and Approval of the Financial State- ments of E.ON AG, Approval of the Consolidated Financial Statements, Proposal for Appropriating Income Available for Distribution PricewaterhouseCoopers Aktiengesellschaft, Wirtschafts- prüfungsgesellschaft, Düsseldorf, the independent auditors chosen by the Annual Shareholders Meeting and appointed by the Supervisory Board, audited and submitted an unquali- fied opinion on the Financial Statements of E.ON AG and the Combined Group Management Report for the year ended December 31, 2009. The same applies to the Consolidated Financial Statements prepared in accordance with IFRS. The Consolidated Financial Statements prepared in accordance with IFRS exempt E.ON AG from the requirement to publish Consolidated Financial Statements in accordance with the German Commercial Code. Furthermore, the auditors examined E.ON AG's risk detection system. This examination revealed that the system is fulfilling its tasks. After being subject to a preliminary review by the Audit and Risk Committee, the Finan- cial Statements, the Combined Group Management Report and the Independent Auditor's Report were given to all the members of the Supervisory Board. The Audit and Risk Com- mittee and the Supervisory Board, at its meeting to approve the Financial Statements, also reviewed these documents in detail, with the independent auditors present on both occasions. At our meeting on March 9, 2010, we examined--with knowl- edge of, and reference to, the Independent Auditor's Report and the results of the preliminary review by the Audit and Risk Committee--the Financial Statements of E.ON AG, the Consolidated Financial Statements, the Combined Group Management Report, and the Board of Management's proposal regarding the appropriation of net income available for dis- tribution. We found no reasons for objections regarding these documents. We approved the Independent Auditor's Report. We approved the Financial Statements of E.ON AG prepared by the Board of Management and the Consolidated Financial Statements. The Financial Statements are thus adopted. We agree with the Combined Group Management Report and, in particular, with its statements concerning E.ON's future development. We examined the Board of Management's proposal for appro- priating income available for distribution, which includes a cash dividend of 1.50 per ordinary share, also taking into con- sideration the Company's liquidity and its finance and invest- ment plans. The proposal is in the Company's interest with due consideration for the shareholders' interests. We therefore agree with the proposal for appropriating income available for distribution. Personnel Changes on the Supervisory Board Effective May 31, 2009, Bård Mikkelsen ended his service on the Supervisory Board. E.ON benefited from his wise counsel and business acumen. We would like to take this opportunity to again thank him for his dedicated service. At the E.ON AG Annual Shareholders Meeting on May 6, 2009, Jens P. Heyerdahl was elected as a member of the Supervisory Board effective June 1, 2009, to serve the remainder of the departing mem- ber's term. Personnel Changes on the Board of Management At the Supervisory Board meeting on May 5, 2009, prior to the Annual Shareholders Meeting, Dr. Wulf H. Bernotat announced that he did not seek to have his contract renewed again. In advance, we would like to take this opportunity to thank Dr. Bernotat for his outstanding service to the E.ON Group. He played a decisive role in leading E.ON's transforma- tion into a focused energy company and dedicated himself fully to E.ON's successful strategic development and interna- tionalization. At our meeting on August 10, 2009, we appointed Dr. Johannes Teyssen to succeed Dr. Bernotat as Chairman of the Board of Management effective May 1, 2010. The Supervisory Board wishes to thank the Board of Manage- ment, the Works Councils, and all the employees of the E.ON Group for their dedication and hard work. Düsseldorf, March 9, 2010 The Supervisory Board Ulrich Hartmann Chairman