166 Explanatory Report of the Board of Management on the Disclosures pur- suant to Section 175, Paragraph 2 of the German Stock Corporation Act To the extent that the Company has agreed to settlement pay- ments for Board of Management members in the case of a change of control, the purpose of such agreements is to pre- serve the independence of Board of Management members. The Board of Management also read and discussed the dis- closures in the Combined Group Management Report pursuant to Section 289, Paragraph 5, of the German Commercial Code. The disclosures contained in the Combined Group Manage- ment Report on the key features of our internal control and risk management system for accounting processes are com- plete and comprehensive. Internal controls are an integral part of our accounting pro- cesses. Guidelines define uniform financial-reporting docu- mentation requirements and procedures for the entire E.ON Group. We believe that compliance with these rules provides sufficient certainty to prevent error or fraud from resulting in material misrepresentations in the Consolidated Financial Statements, the Combined Group Management Report, and the Interim Reports. Düsseldorf, February 2010 E.ON AG Board of Management Dr. Bernotat Dr. Teyssen Dänzer-Vanotti Feldmann Dr. Schenck Internal Audit regularly informs the E.ON AG Supervisory Board's Audit and Risk Committee about the internal control system for financial reporting and any significant issues areas it identifies in the E.ON Group's underlying control processes. General IT Controls The effectiveness of the automated controls in the standard accounting software systems and in key additional applications depends to a considerable degree on the proper functioning of IT systems. Consequently, IT controls are embedded in our documentation system. These controls primarily involve ensuring the proper functioning of access-control mechanisms of systems and applications, of daily IT operations (such as emergency intervention), and of the program change process. In addition, support for the central consolidation system is conducted at E.ON AG in Düsseldorf. Furthermore, an E.ON company called E.ON IS provides comprehensive IT services for the majority of our market and business units. Explanatory Report of the Board of Management on the Disclosures Pursuant to Section 289, Paragraph 4, and Section 315, Paragraph 4, as well as Section 289, Paragraph 5, of the German Commercial Code The Board of Management has read and discussed the dis- closures pursuant to Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German Commercial Code contained in the Combined Group Management Report for the year ended December 31, 2009, and issues the following declaration regarding these disclosures: The disclosures pursuant to Section 289, Paragraph 4 and Section 315, Paragraph 4 of the German Commercial Code contained in the Company's Combined Group Management Report are correct and conform with the Board of Manage- ment's knowledge. The Board of Management therefore con- fines itself to the following statements: Beyond the disclosures contained in the Combined Group Management Report (and legal restrictions such as the exclu- sion of voting rights pursuant to Section 136 of the German Stock Corporation Act), the Board of Management is not aware of any restrictions regarding voting rights or the trans- fer of shares. The Company is not aware of shareholdings in the Company's share capital exceeding ten out of one hun- dred voting rights, so that information on such shareholdings is not necessary. There is no need to describe shares with special control rights (since no such shares have been issued) or special restrictions on the control rights of employees shareholdings (since employees who hold shares in the Com- pany's share capital exercise their control rights directly, just like other shareholders).