E.ON SE

Annual / Quarterly Financial Statement • Jan 17, 2003

Financial Statements of E.ON AG for the 2002 Financial Year In Accordance with German GAAP

E.ON AG's Financial Statements and combined management report for the 2002 financial year are published in the Federal Gazette (Bundesanzeiger) and filed in the Commercial Register of the Düsseldorf District Court under HRB 22315. E.ON AG's Review of Operations is combined with the Group's and published in our 2002 Annual Report on pages 26 to 39.

E.ON AG PO Box 30 10 51 40410 Düsseldorf Germany

The German version of E.ON AG's Financial Statements is legally binding.

Supervisory Board

Honorary Chairman

Prof. Dr. Günter Vogelsang Düsseldorf

Supervisory Board

Dr. Klaus Liesen Honorary Chairman of the Supervisory Board, Ruhrgas AG, Essen Chairman

Hubertus Schmoldt Chairman of the Board of Management, Industriegewerkschaft Bergbau, Chemie, Energie, Hanover Deputy Chairman

Günter Adam Foreman, Hanau (since July 11, 2002)

Dr. Karl-Hermann Baumann Chairman of the Supervisory Board, Siemens AG, Munich

Ralf Blauth Industrial Clerk, Marl

Dr. Rolf-E. Breuer Chairman of the Supervisory Board, Deutsche Bank AG, Frankfurt am Main

Dr. Gerhard Cromme Chairman of the Supervisory Board, ThyssenKrupp AG, Düsseldorf

Wolf-Rüdiger Hinrichsen Head of the Economic Affairs Department, E.ON AG, Düsseldorf

Ulrich Hocker General Manager, German Investor Protection Association, Düsseldorf

Dr. Jochen Holzer Honorary Senator, former Chairman of the Supervisory Board, VIAG AG, Munich

Jan Kahmann Member of the Board, Unified Service Sector Union (ver.di), Berlin

Eva Kirchhof Diploma Physicist, Marl (since April 1, 2002)

Dr. h.c. André Leysen Honorary Chairman of the Administrative Board, Gevaert N.V., Mortsel, Belgium

Dagobert Millinghaus Accounting and Administration Manager, Mülheim an der Ruhr (until October 24, 2002)

Margret Mönig-Raane Vice-Chairwoman of the Board, Unified Service Sector Union (ver.di), Berlin

Ulrich Otte Systems Engineer, Munich

Klaus-Dieter Raschke Tax Assistant, Nordenham (since November 7, 2002)

Armin Schreiber Electrical Engineer, Grafenrheinfeld

Dr. Henning Schulte-Noelle Chairman of the Board of Management, Allianz AG, Munich

Kurt F. Viermetz Retired Vice-Chairman and Director of the Board, J.P. Morgan & Co., Inc., New York

Dr. Bernd W. Voss Member of the Supervisory Board, Dresdner Bank AG, Frankfurt am Main

Dr. Peter Weber Director of the Legal Department, Degussa AG, Marl (until March 31, 2002)

Kurt Weslowski Chemical Worker, Gelsenkirchen (until July 1, 2002)

Supervisory Board Committees

Executive Committee

Dr. Klaus Liesen Chairman

Ralf Blauth Hubertus Schmoldt Dr. Henning Schulte-Noelle

Audit Committee

Dr. Karl-Hermann Baumann Chairman

Ralf Blauth Dr. Klaus Liesen Klaus-Dieter Raschke

Finance and Investment Committee

Dr. Klaus Liesen Chairman

Dr. Gerhard Cromme Wolf-Rüdiger Hinrichsen Hubertus Schmoldt

Ulrich Hartmann

Born 1938 in Berlin Member of the Board of Management since 1989 Chairman and co-CEO Düsseldorf

Prof. Dr. Wilhelm Simson

Born 1938 in Cologne Member of the Board of Management since 2000 Chairman and co-CEO Düsseldorf

Dr. Hans Michael Gaul

Born 1942 in Düsseldorf Member of the Board of Management since 1990 Controlling/Corporate Planning, M&A, Legal Affairs Düsseldorf

Dr. Manfred Krüper

Born 1941 in Gelsenkirchen Member of the Board of Management since 1996 Human Resources, Infrastructure and Services, Procurement, Organization Düsseldorf

Dr. Erhard Schipporeit

Born 1949 in Bitterfeld Member of the Board of Management since 2000 Finance, Accounting, Taxes, IT Düsseldorf

Executive Vice Presidents

Dr. Peter Blau, Düsseldorf Gert von der Groeben, Düsseldorf Ulrich Hüppe, Düsseldorf Heinrich Montag, Düsseldorf Dr. Rolf Pohlig, Düsseldorf Hans Gisbert Ulmke, Düsseldorf

Financial Statements of E.ON AG

 in millions Note Dec. 31, 2002 Dec. 31, 2001 Assets Intangible assets 0.4 0.3 Property, plant and equipment (1) 193.5 183.6 Financial assets Shares in affiliated companies (2) 19,518.7 13,100.8 Other financial assets (3) 542.5 1,973.2 Fixed assets 20,255.1 15,257.9 (4) Receivables and other assets Receivables from affiliated companies (5) 6,907.5 3,093.7 Other receivables and assets (6) 2,898.6 732.2 Securities (7) 593.2 696.4 Liquid funds (8) 4.1 258.4 Non-fixed assets 10,403.4 4,780.7 Prepaid expenses (9) 41.7 4.7 30,700.2 20,043.3 Stockholders' equity and liabilities Capital stock (10) 1,799.2 1,799.2 Conditional capital: 75.0 (2001: 75.0 million) Additional paid-in capital (11) 6,067.5 6,067.5 Retained earnings (12) 1,866.3 1,342.9 Net income available for distribution 1,141.6 1,099.7 Stockholders' equity 10,874.6 10,309.3 (13) Reserves subject to future taxation (14) 469.7 611.1 Provisions for pensions (15) 156.2 138.8 Provisions for taxes (16) 1,222.3 1,808.8 Other provisions (17) 451.6 722.8 Provisions 1,830.1 2,670.4 Bank loans 649.6 189.6 Liabilities to affiliated companies 14,682.7 6,102.7 Other liabilities 2,190.0 159.7 Liabilities 17,522.3 6,452.0 (18) Deferred income 3.5 0.5 30,700.2 20,043.3
	Balance Sheet of E.ON AG

Income Statement of E.ON AG
 in millions	Note	2002	2001
Income from equity interests	(19)	–1,021.9	5,148.6
Interest income (net)	(20)	–326.5	–88.6
Other operating income	(21)	4,643.9	150.0
Personnel expenses	(22)	–73.8	–56.5
Depreciation and amortization of intangible assets and property, plant and equipment		–8.3	–6.3
Write-downs of financial assets and current securities	(23)	–158.2	–400.2
Other operating expenses	(24)	–954.3	–755.5
Pretax income		2,100.9	3,991.5
Taxes	(25)	–435.9	–1,872.5
Net income		1,665.0	2,119.0
Earnings carried forward		–	14.0
Net income transferred to retained earnings		–523.4	–1,033.3
Net income available for distribution		1,141.6	1,099.7

Development of Fixed Assets of E.ON AG
				Acquisition/production costs					Net book value
 in millions	Jan. 1, 2002	Addi tions	Dis posals	Transfers	Dec. 31, 2002	Accu mulated depre ciation & write downs Dec. 31, 2002	Write ups Dec. 31, 2002	Dec. 31, 2002	Dec. 31, 2001	Depre ciation & write downs at Dec. 31, 2002
Licenses, commercial and
similar rights	2.5	0.3	0.2	–	2.6	2.2	–	0.4	0.3	0.2
Intangible assets	2.5	0.3	0.2	–	2.6	2.2	–	0.4	0.3	0.2
Real estate, leasehold rights and buildings, including buildings on land owned by third parties	226.6	6.9	6.1	0.7	228.1	63.9	–	164.2	163.7	4.8
Technical equipment, plant and machinery	7.2	–	–	–	7.2	7.2	–	–	–	–
Other plant, fixtures, furniture and office equipment	31.2	3.7	2.8	–	32.1	19.3	–	12.8	12.6	3.3
Advance payments and construction in progress	7.3	9.9	–	–0.7	16.5	–	–	16.5	7.3	–
Property, plant and equipment	272.3	20.5	8.9	–	283.9	90.4	–	193.5	183.6	8.1
Shares in affiliated companies	13,370.0	7,189.5	832.9	59.8	19,786.4	267.7	–	19,518.7	13,100.8	70.2
Long-term loans to affiliated companies	1,210.8	–	839.1	146.0	517.7	–	–	517.7	1,210.8	–
Shares in associated and other companies	305.4	0.3	232.9	–59.8	13.0	–	8.7	21.7	305.4	–
Long-term loans to companies in which share investments are held	303.4	21.1	171.1	–153.4	–	–	–	–	303.4	–
Long-term securities	150.4	–	150.4	–	–	–	–	–	150.4	–
Other long-term loans	5.4	0.1	7.7	7.4	5.2	2.1	–	3.1	3.2	–
Financial assets	15,345.4	7,211.0	2,234.1	–	20,322.3	269.8	8.7	20,061.2	15,074.0	70.2
Fixed assets	15,620.2	7,231.8	2,243.2	–	20,608.8	362.4	8.7	20,255.1	15,257.9	78.5

Accounting and Valuation Policies. Intangible assets are valued at acquisition cost and amortized on schedule using the straight-line method over a period of three years.

Property, plant and equipment are valued at acquisition or production cost less scheduled depreciation. Buildings are generally depreciated using the straightline method over a useful life of up to 50 years. Depreciation on movable fixed assets is generally calculated as permissible under tax law using the declining-balance method. The full rate of depreciation is charged on additions during the first six months, and a half rate is charged on additions during the second half of the year. The declining-balance method of depreciation is replaced by the straight-line method according to schedule when the even distribution of the residual book value over the remaining useful life leads to higher depreciation amounts.

Low-value assets are depreciated in full in their year of addition.

Shares in affiliated companies and equity interests are generally valued at acquisition cost or at lower adjusted value as necessary. On principle, contributions and mergers are stated at book value. In cases where purchase prices have already been agreed on with outside contracting parties for the sale of the shareholdings at a later point in time when shareholdings in subsidiaries are being incorporated, the assuming company uses the corresponding present values as a basis for valuing them. Differences between the original acquisition costs (book values) and the present values are disclosed as additions to the shareholdings in the companies into which the shares were incorporated (cf. Note 2). Interest-bearing loans are shown at nominal value, interest-free and low-interest loans at their present value.

The values of receivables and other assets are adjusted to account for recognizable individual risks. Current securities are valued at acquisition cost or lower market or repurchase value, as appropriate.

Cash and cash equivalents as well as bank balances denominated in foreign currencies are translated at the exchange rate valid as of the balance-sheet date.

Derivative financial instruments are used to hedge against interest-rate and currency risks arising from booked, pending and planned underlying transactions. Booked and pending underlying transactions as well as their respective hedges are assigned to portfolios. These are set up for each currency and, within each currency, separately for currency and interest-rate hedging instruments. Transactions assigned to a portfolio are separately valued at market value as of the balance-sheet date. The portfolio's valuation result is derived from the difference between market values and acquisition costs. According to accounting principles under German commercial law, a portfolio with a negative valuation result gives rise to a provision for imminent losses from pending transactions. Positive valuation results are disregarded. In addition, hedging transactions may be assigned directly to booked and pending underlying transactions and combined with them to form valuation units.

Untaxed reserves and extraordinary fiscal writedowns are stated under reserves subject to future taxation. The transfer of untaxed reserves to replacement assets is recorded as a reclassification under reserves subject to future taxation.

Provisions for pensions are computed actuarially at their present value with an interest rate of 6 percent based on the 1998 Heubeck mortality tables and cover all commitments. Other provisions cover all recognizable risks and other obligations.

Liabilities are shown at their repayment value. Annuities are stated at their present value. Values for contingent liabilities resulting from guarantees and warranties correspond to the credit amounts still outstanding on the balance-sheet date.

Disclosures made in the Financial Statements are denominated in millions of euros ().

Notes to the Balance Sheet

(1) Property, Plant and Equipment

20.5 million in additions are mainly allocable to an administrative building that had already been capitalized in the previous year as well as to the capitalization of advance payments and work in progress. Disposals principally relate to the sale of real estate and buildings as well as fixtures, furniture and office equipment.

(2) Shares in Affiliated Companies

Shares in affiliated companies were up a net 6,417.9 million to 19,518.7 million.

Additions amounted to 7,189.5 million and principally relate to contributions (3,609.3 million), intercompany acquisitions (1,560.0 million) and additions to additional paid-in capital (2,020.0 million). The 3,609.3 million in additions from contributions relate to VEBA Oel AG (2,239.0 million) and E.ON 5. Verwaltungsgesellschaft mbH (1,370.3 million).

At the beginning of February, BP Fuels Deutschland GmbH acquired a 51 percent interest in VEBA Oel AG within the scope of a capital increase. As a result of this transaction, E.ON AG's stake in VEBA Oel AG declined by about 3 percent and was reclassified as an equity interest. These shares in VEBA Oel were sold in the summer of 2002, resulting in a preliminary book gain of 135.8 million.

In preparation for the planned divestment of Degussa shares to RAG AG, in the year being reviewed, E.ON AG purchased 32,805,570 Degussa shares for 1,246.6 million from its wholly owned subsidiary, Chemieverwaltungs-AG, and subsequently transferred them to E.ON Vermögensanlage GmbH, along with the 2,793.5 million stake in Degussa that had already been capitalized by E.ON AG. Therefore, E.ON Vermögensanlage GmbH holds a 64.56 percent stake in Degussa AG.

Within the scope of debt renouncements, E.ON Zehnte Verwaltungsgesellschaft transferred 1,013.0 million, E.ON UK Holding GmbH (formerly known as E.ON UK Verwaltungs GmbH) transferred 784.5 million and VEBA Electronics GmbH transferred 222.5 million to additional paid-in capital. All these contributions were made in accordance with Sec. 272, Para. 2, No. 4 of the German Commercial Code.

Disposals amounted to 832.9 million and primarily relate to E.ON Telecom GmbH's repayment of additional paid-in capital (735.0 million) as well as the

sale of the remaining 5.5 percent stake in VAW aluminium AG (26.2 million), which resulted in a book gain of 23.8 million.

Write-downs of shares in affiliated companies in the 2002 financial year totaled 70.2 million (previous year: 230.9 million). 40.1 million in tax value allowances were reversed within the scope of contribution-related measures pursuant to Sec. 281, Para. 1, Sentence 3 of the German Commercial Code (cf. Note 15). The adjustment of the value of affected equity interests was done retroactively in accordance with Sec. 254 of the German Commercial Code. Furthermore, the stake in E.ON North America Inc. was written down by 29.1 million.

A list of E.ON AG's shareholdings as of December 31, 2002 has been filed with the Commercial Register of the Düsseldorf District Court under HRB 22315.

(3) Other Financial Assets

Long-term loans amounting to 520.8 million and shareholdings amounting to 21.7 million are included in other financial assets. The long-term securities disclosed under this item in the previous year were sold in the year under review.

Long-term loans decreased by a total of 996.6 million. This was due to the complete repayment of loans in connection with the divestment of VEBA Oel AG (635.0 million) and of Stinnes Group companies (25.8 million). In addition, loans granted to AV Packaging GmbH were completely repaid (150.0 million), while loans awarded to Viterra AG were partially repaid (127.8 million). No value allowances were made for long-term loans in the year being reviewed (previous year: 138.4 million).

Shareholdings were down a net 283.7 million to 21.7 million. This decline is principally due to the repayment of additional paid-in capital by AV Packaging GmbH (214.4 million) and the transfer of the 37.1 percent stake in RAG (78.3 million) to VEBA Telecom Beteiligungs GmbH. The 31.3 million special reserve relating to the stake in RAG that had been built in accordance with Sec. 52 (16) of the German Income Tax Act was released with an effect on net income, since the company into which this shareholding was incorporated is accounted for at present value (cf. Note 15).

(4) Fixed Assets

The breakdown and development of fixed asset items shown on the Balance Sheet are presented on page 6.

(5) Receivables from Affiliated Companies

Receivables include time and overnight deposits, sums from affiliated companies resulting from profitand loss-pooling agreements as well as distributable profit from affiliated companies. None of these receivables have a remaining term of more than one year (December 31, 2001: 279.2 million).

(6) Other Receivables and Assets

Other assets amounted to 1,900 million and consist of an advance payment on the acquisition of additional shares in Ruhrgas AG. This item also includes tax refund claims and interest receivables.

(7) Securities

As of December 31, 2002, E.ON still had 4,407,169 E.ON shares on its books. They are to be held in order to provide financial security for E.ON's stock option plan and sold on the stock market whenever options are exercised. A valuation allowance of 86.9 million was made due to the share's lower quotation on the stock market on the balance-sheet date (cf. Note 10).

Other securities include 400 million in securities with variable interest rates. They also include 15.7 million in shares in companies that do not belong to the E.ON Group that may be sold at any time. A further 8.0 million relate to shares in equity and pension funds.

A 1.1 million value adjustment had to be made for shares in equity funds due to their lower stockmarket quotation as of the balance-sheet date.

(8) Liquid Funds

As of the balance-sheet date, liquid funds, which primarily consist of bank balances, were down 254.3 million.

(9) Prepaid Expenses

This item predominantly consists of debt discounts on four of the loans granted by E.ON International Finance B.V. in the amount of 37.3 million. Another 1.9 million stem from accrued insurance premiums.

 in millions	Dec. 31, 2002	Dec. 31, 2001
Accounts receivable from associated companies and other share investments	0.1	0.1
Other assets	2,898.5	732.1
	2,898.6	732.2

 in millions	Dec. 31, 2002	Dec. 31, 2001
Own shares	169.5	271.7
Other securities	423.7	424.7
	593.2	696.4

(10) Capital Stock

The Corporation's capital stock is split among 692,000,000 shares without nominal value and amounts to 1,799,200,000.

Pursuant to the May 28, 2002 Annual Shareholders' Meeting resolution, the Corporation was authorized to buy back up to ten percent of the Corporation's then current capital stock in shares until October 31, 2003.

For reasons of simplicity, the following commentary on the development of the Corporation's own shares is based on whole euro amounts.

Pursuant to the May 18, 2001 Annual Shareholders' Meeting resolution, the Corporation bought back the

following shares in 2001, which constitute the 4,669,080 shares in the Corporation that were on its books as of January 1, 2002, corresponding to 0.68 percent, or 12,139,608 of the Corporation's capital stock:

Month of acquisition	Number of shares	Percentage of capital stock	Computed share of capital stock ()	Purchase price ()
October	4,134,974	0.60	10,750,932	243,336,016
November	534,106	0.08	1,388,676	30,771,746

The following shares were bought in the year under review:

Month of acquisition	Number of shares	Percentage of capital stock	Computed share of capital stock ()	Purchase price ()
September	24,152	0.00	62,795	1,080,358
October	114,186	0.02	296,884	5,232,740
November	103,185	0.01	268,281	4,669,941

Shares bought in the reporting period were exclusively issued to employees of E.ON AG and its affiliated companies in accordance with Sec. 71, Para. 1, No. 2 of the German Stock Corporation Act (AktG).

Shares on the Corporation's books as of January 1, 2002 as well as those purchased in the year under review were used as follows:

measures. The resulting sales proceeds mentioned above have been disclosed as part of personnel costs or other operating expenses of E.ON AG, or as part of the personnel costs of the respective Group company.

As of the balance-sheet date, 4,407,169 shares amounting to 169.5 million (corresponding to 0.64 percent, or a computed 11,458,639.40, of the Corporation's capital stock) were disclosed under securities as own shares (cf. Note 7).

Pursuant to a resolution passed by the Extraordinary Shareholders' Meeting of AI Industriebesitz und Beteiligungen Isar-Amperwerke AG & Co. oHG on October 14, 2002, E.ON Bayern AG, in which our subsidiary, E.ON Energie, holds a 97.1 percent stake, withdrew 6,876,480 shares (equaling 0.99 percent, or 17,878,848.00, of E.ON AG's capital stock) from said company and transferred them to Johanna 8. Vermögensverwaltungs GmbH (now known as: EBY Port 1 GmbH), in which E.ON Bayern AG holds a 100 percent stake, within the scope of a capital increase in exchange for contributions in kind, in accordance with a contribution agreement dated October 15, 2002.

On September 23, 2002, within the scope of a capital increase in exchange for contributions in kind, HI Vermögensverwaltungsgesellschaft mbH transferred 13,877,167 E.ON shares (corresponding to 2.01 percent, or 36,080,634.20, of E.ON AG's capital stock) and VI Industrie-Beteiligungsgesellschaft mbH transferred 14,497,308 E.ON shares (corresponding to 2.09 percent, or 37,693,000.80, of E.ON AG's capital stock) to E.ON Energie 7. Beteiligungs-GmbH.

Month of sale	Number of shares	Percentage of capital stock	Computed share of capital stock ()	Selling price ()	Sales proceeds ()
May	203,000	0.03	527,800	11,741,269	–69,271
July	58,583	0.01	152,316	3,430,982	–2,564,749
September	14,079	0.00	36,605	649,849	–649,849
November	227,772	0.03	592,207	10,150,986	–224,492

Of the aforementioned shares, 217,500 were sold on the stock market. The resulting 69,271 (book loss) and 23,490 (book gain) in sales proceeds have been disclosed as part of E.ON AG's other operating income or other operating expenses.

The remaining shares were issued to qualified employees of E.ON AG and the E.ON Group within the scope of the employee share purchase program, E.ON's investment plan, and shop agreements/personnel

Both companies paid out their shares in E.ON Energie 7. Beteiligungs-GmbH to E.ON Bayern AG as dividends in kind on December 3, 2002. As a result, E.ON Bayern AG now owns 100 percent of E.ON Energie 7. Beteiligungs-GmbH.

Pursuant to Sec. 160 (1), Item 2 of the German Stock Corporation Act, these 35,250,955 E.ON shares are classified as own shares as defined in Sec. 71, Para. 1, No. 4 of the German Stock Corporation Act in connection with Sec. 71d of the German Stock Corporation Act. They account for 5.09 percent, or a computed 91,652,483.00, of the Corporation's capital stock. Including the 4,407,169 shares held by E.ON AG, this corresponds to 5.73 percent, or a computed 103,111,122.40, of the Corporation's capital stock.

At the 2000 Annual Shareholders' Meeting, the Board of Management was authorized to increase the Corporation's capital stock by up to 180.0 million (Authorized Capital I) through the issuance of new shares in return for cash, with the option of limiting shareholder subscription rights, and to increase the Corporation's capital stock by up to 180.0 million (Authorized Capital II) through the issuance of new shares in return for contributions in kind under the exclusion of shareholder subscription rights. Authorized Capital II amounts to 150.4 million as a result of the capital increase that was performed in 2000.

Furthermore, the Board of Management was authorized to increase the Corporation's capital stock by up to 180.0 million (Authorized Capital III) through the issuance of new shares in return for cash. The Board of Management is furthermore empowered, subject to the consent of the Supervisory Board, to decide on the exclusion of shareholder subscription rights.

All three capital amounts expire on May 25, 2005.

(11) Additional Paid-In Capital

Additional paid-in capital amounts to 0,67.5 million exclusively comprising share issuance premiums and remained unchanged since December 31, 2001.

(12) Retained Earnings

Retained earnings comprise the following:

Reserves for own shares decreased by 102.2 million due to the change in the number of treasury stock. This was primarily due to valuation allowances.

In the year under review, 523.4 million (previous year: 1,033.3 million) of the Corporation's net income of 1,665.0 million (previous year: 2,119.0 million) were transferred to other retained earnings.

 in millions	Dec. 31, 2002	Dec. 31, 2001
Legal reserves	45.3	45.3
Other assets	169.5	271.7
Other retained earnings	1,651.5	1,025.9
	1,866.3	1,342.9

In addition, a resolution was passed to use 75.0 million in conditional capital that expires on May 25, 2005—with the option of excluding subscription rights—to issue bonds with convertible or option rights to shares in E.ON AG or in companies in which E.ON AG holds direct or indirect majority stakes.

On April 5, 2002, Munich-based Allianz AG informed us of the following: In compliance with Sec. 41, Para. 2, Sentence 1 of the German Securities Trading Act (WpHG), we hereby inform you that we are entitled to 7.64 percent of your company's voting rights as of April 1, 2002. Of these voting rights, 7.57 percent are allocable to us according to Sec. 22, Para. 1, Sentence 1, No. 1 of the German Securities Trading Act, and 0.06 percent are allocable to us according to Sec. 22, Para. 1, Sentence 1, No. 6 of the German Securities Trading Act. Moreover, on July 20, 2001, the Free State of Bavaria informed us pursuant to Sec. 21, Para. 1 of the German Securities Trading Act that the Free State of Bavaria owned less than 5 percent of Düsseldorf-based E.ON AG's voting stock on July 16, 2001 and that, based on E.ON's buyback of 7.4 percent of its own shares, the Free State of Bavaria now accounts for 4.86 percent of the Corporation's share capital that bears voting rights.

(13) Stockholders' Equity

In summary, stockholders' equity developed as follows:

			2002			2001
		Additional		Net income
	Capital	paid-in	Retained	available for
 in millions	stock	capital	earnings	distribution	Total	Total
January 1	1,799.2	6,067.5	1,342.9	1,099.7	10,309.3	13,333.5
Dividend of E.ON AG for the previous year				–1,099.7	–1,099.7	–954.3
Transfer from net income to retained earnings			523.4		523.4	1,033.3
Income earmarked for distribution				1,141.6	1,141.6	1,085.7
Capital reduction through share buybacks						–4,184.8
Change in the corporate tax reduction due to the deviation
of the proposal for the appropriation of income available
for distribution with and without the share buyback						–4.1
December 31	1,799.2	6,067.5	1,866.3	1,141.6	10,874.6	10,309.3

(14) Reserves Subject to Future Taxation

 in millions	Dec. 31, 2002	Dec. 31, 2001
Untaxed reserves
acc. to Sec. 6b, German Income Tax Act	22.4	37.3
acc. to Sec. 52 (16), German Income Tax Act	0.9	33.2
Valuation allowances in acc. with the Coal Adjustment Act, Plant Closures Act, Sec. 35, German Income Tax Act, and Rationalization Act for
Property, plant and equipment	249.8	251.1
Financial assets	196.6	289.5
	469.7	611.1

141.4 million were reversed in the current period (previous year: 24.7 million). No funds were transferred to exceptional items in the year under review (previous year: 9.5 million). 31.3 million of the reversals are allocable to an untaxed reserve formed in prior years in accordance with Sec. 52 (16) of the German Income Tax Act (cf. Note 3). Another 51.1 million relate to the reversal of valuation allowances under fiscal law within the scope of the sale of the shares in VEBA Oel AG and an additional 40.1 million result from the reversal of valuation allowances under fiscal law in connection with transfers (cf. Note 2). In the year under review, 6.8 million were transferred to property and an administrative building. The transfer was recorded as a reclassification of untaxed reserves to valuation allowances under fiscal law. Income after taxes increased by 86.3 million because of the change in this item. The extent of future burdens is negligible.

(15) Provisions for Pensions

As regards provisions for pensions payments of 9.1 million and reversal of 0.1 million were contrasted by 26.6 million in additions.

(16) Provisions for Taxes

Provisions for taxes relate to periods which have not been audited by the tax authorities still open (cf. Note 26). As in the previous year, deferred tax liabilities were not included in provisions for taxes. Deferred tax assets are not considered since this accounting treatment is not stated in the individual financial statements pursuant to E.ON's accounting principles.

(17) Other Provisions

This item principally consists of provisions for claims in the amount of 150.2 million for reclamations resulting from the operation of closed pits when they were run by acquired mining companies. Provisions for the tax-related interest expense decreased by 259.7 million to 139.6 million.

Furthermore, provisions have been recorded to cover various obligations associated with the disposal of financial assets (83.2 million), impending losses from financial transactions (19.1 million), rent default (15.3 million), costs incurred to prepare financial statements (7.3 million), and various other items (44.2 million).

(18) Liabilities

	Dec. 31, 2002				Dec. 31, 2001
	With a maturity of
		up to	over 1 and	over
 in millions	Total	1 year	up to 5 years	5 years
Banks	649.6	649.6	0.0	0.0	189.6
Advance payments received	1.3	1.3	0.0	0.0	0.0
Accounts payable	42.6	42.6	0.0	0.0	22.0
Affiliated companies	14,682.7	602.5	0.0	14,080.2	6,102.7
Associated and other companies	475.8	475.6	0.1	0.1	25.6
secured by mortgages	(0.2)	(0.0)	(0.1)	(0.1)	(0.2)
Other liabilities	1,670.3	1,663.3	4.1	2.9	112.1
taxes	(13.4)	(13.4)	(0.0)	(0.0)	(0.1)
social security	(0.0)	(0.0)	(0.0)	(0.0)	(0.0)
secured by mortgages	(1.5)	(0.2)	(0.4)	(0.9)	(1.7)
	17,522.3	3,434.9	4.2	14,083.2	6,452.0

in millions

Accounts payable to affiliated companies primarily reflect the fact that 7,480.2 million in funds from the bonds issued by E.ON International Finance B. V. in May were passed on and that 6,600.0 million in longterm funds were drawn by Hibernia Industriewerte GmbH.

Other liabilities principally relate to 1,640.4 million in drawings on commercial papers.

Contingent Liabilities & Other Financial Obligations. The table on the right provides an overview of contingent liabilities.

7,500.0 million in contingent liabilities arising from guarantees consist of repayment guarantees made to bond subscribers for principal from the bonds issued by E.ON International Finance B.V. Another 2,512.4 million primarily relate to guarantees provided by E.ON AG in connection with the divestment of operations that are no longer part of the E.ON Group's core business.

E.ON AG has committed itself to repurchase at any given time long-term bonds issued by E.ON North America Inc. totaling 32.6 million from a Group company that purchased the bonds.

Contingent liabilities resulting from warrantees vis-à-vis affiliated companies Contingent liabilities resulting from guarantees 10,453.4 (32.6) 407.1 10,860.5 76.7 (76.7) 319.7 396.4 Furthermore, as of December 31, 2002, our books

Dec. 31, 2002

Dec. 31, 2001

included guarantees for Connect Austria Gesellschaft für Telekommunikation GmbH (194.1 million), E.ON Energie AG (48.4 million), Viterra AG (42.9 million) and VIAG Connect Gesellschaft für Telekommunikation GmbH (36.3 million).

Other financial obligations totaled 213.3 million as of December 31, 2002.

Income from profit- and loss-pooling agreements

Losses from profit- and loss-pooling agreements

Income from Group allocations

investments are held

Income from companies in which share

thereof from affiliated companies

Notes to the Income Statement
-------------------------------	--	--

(19) Income From Equity Interests

Income from profit- and loss-pooling agreements con
sists of the amounts shown in the adjacent table.

A total of 272.0 million was transferred to E.ON Energie AG's retained earnings. In the previous year, 34.9 million were transferred to the retained earnings of E.ON Elfte Vermögensverwaltungs AG's (formerly operating as Stinnes Vermögensverwaltungs AG).

Gesellschaft für Energiebeteiligung mbH i. L., in which E.ON AG holds a 26.2 percent stake, sold all its shares in Steag AG during the reporting period. E.ON AG then appropriated 150.4 million within the scope of an advance distribution. This sum has been disclosed as income from equity interests.

Expenses associated with profit- and loss-pooling agreements consist of the amounts shown in the adjacent table.

E.ON UK Holding GmbH owns all the shares in E.ON UK Ltd., which, in turn, owns all the shares in Powergen Ltd., which it acquired from E.ON in the year under review. An unscheduled valuation allowance in the amount of 2,390.7 million was made for the stake held in E.ON UK Ltd.

 in millions	2002	2001
E.ON Telecom GmbH	991.4	972.8
E.ON Energie AG	369.1	1,307.2
VEBA Oel AG	–	454.7
Viterra AG	–	181.2
Others	3.0	34.1
	1,363.5	2,950.0

2002 1,363.5 55.4

2001 2,950.0 1,921.0

278.1 (276.6) –0.5 5,148.6

272.5 (272.1) –2,713.3 –1,021.9

 in millions	2002	2001
E.ON UK Holding GmbH	2,421.5	–
Viterra AG	137.8	–
Hibernia Industriewerte GmbH	97.7	–
Others	56.0	0.5
	2,713.0	0.5

in millions

(20) Interest Income (Net)

Interest income includes an addition to provisions for tax-related interest expense in the amount of 71.3 million (previous year: 63.4 million). Otherwise, the decline in interest income is principally the result of the 1,900.0 million paid to acquire additional shares in Ruhrgas (cf. Note 6) and the sum required to finance the acquisition of Powergen.

 in millions	2002	2001
Income from other securities and long-term loans included in financial assets	58.4	132.2
thereof from affiliated companies	(36.7)	(80.4)
Other interest and similar income	205.0	397.9
thereof from affiliated companies	(158.3)	(223.6)
Interest and similar expense	–589.9	–618.7
thereof paid to affiliated companies	(–475.5)	(–519.0)
	–326.5	–88.6

(21) Other Operating Income

Income from the reversal of reserves subject to future taxation is detailed in Note 15. Income from asset disposals predominantly originates from the sale of the shares in VEBA Oel AG (135,8 million), VAW aluminum AG (23.8 million) (cf. Note 2) and from properties without buildings.

Income from contributions relate to the transactions described in Note 2. We realized from sales on the market of VAW aluminium AG and VEBA Oel AG. Other income stems from the reversal of provisions (79.2 million), cross-currency and interest-rate swaps as well as currency option premiums (572.0 million), net rental income from residential buildings, commercial space and fixtures (13.7 million) as well as from other services rendered (20.9 million).

 in millions	2002	2001
Income from the reversal of reserves subject to future taxation	141.4	24.7
Income from the disposal/write-up of fixed assets	201.4	8.4
Income from contributions	3,609.3	–
Other	691.8	116.9
	4,639.9	150.0

16

Notes

(22) Personnel Expenses

 in millions	2002	2001
Wages and salaries	43.7	37.6
Social security contributions, pension costs and other employee benefits	30.1	18.9
for pensions	(27.1)	(15.8)
	73.8	56.5

The increase in personnel costs is due to the introduction of a new performance-linked compensation system and the linear wage and salary adjustment. Expenses incurred for pension costs and other employee benefits rose primarily due to the adjustment made to group contributions every three years in line with the benefit regulation of the Bochum Association as well as due to contractual adjustments.

The stock option plan that was introduced in 1999 for select executives at E.ON AG and its various Group companies was continued in 2002. A total of 511,500 stock appreciation rights (SARs) (third tranche: 373,900; second tranche: 327,000; first tranche: 242,900) was granted to members of the Board of Management and senior executives of E.ON AG within the scope of a fourth tranche at the beginning of the year under review.

The number of SARs awarded to qualified individuals on the Board of Management was determined by the Presiding Committee of the Supervisory Board of E.ON AG, and by the Board of Management for other entitled individuals.

SARs awarded in the second to fourth tranches have a term of seven years (first tranche: 5 years) and may be exercised in full or in parts within certain periods—four weeks after the publication of an interim report or consolidated financial statement of E.ON—in the third to seventh year of the term (first tranche in

years four and five). There is a two-year period of nonnegotiability (first tranche: three years). SARs that remain unexercised as of the last cut-off date are considered as having been exercised automatically as of such date, as long as the exercise conditions have been met. In the 2002 financial year, 99,750 secondtranche SARs were exercised. The gain to the holders of the SARs upon exercise amounted to 1.0 million.

On exercise of second- to fourth-tranche stock options, the beneficiary receives a cash compensation equaling the difference between E.ON's share price at the time of exercise and the base quotation, multiplied by the number of SARs exercised. The base quotation for the fourth tranche is the arithmetic mean of the closing quotations of E.ON shares on the XETRA electronic stock trading system in December of the prior year. For tranches two and three, the base quotation is the share price at the day of issue. SARs may only be exercised if the E.ON share outperforms the Stoxx Utilities Price Index for at least ten consecutive stock-market trading days during the term of the tranche and if E.ON's share price has risen by at least 20 percent over its stock-market quotation at the time of issue (fourth tranche: 10 percent). These SARs can only be issued if the beneficiary owns a certain number of shares in E.ON, which must be held until the SARs become exercisable. No SARs were exercisable on December 31, 2002, because the exercise hurdles were not met and some of the holding periods had not yet expired.

All of the first-tranche SARs were exercised in the 2002 financial year (226,300 options). Gains to the holders of the SARs upon exercise totaled 0.7 million. On exercise of first-tranche SARs, the gain on the exercise is derived from the difference between the share price's six-month average leading up to the exercise price and the indexed share price. The indexed share price is calculated by multiplying the share price at issuance with the quotient resulting from the Euro Stoxx 50 Performance Index's average development in the last six months prior to the exercise of the SARs and its quotation at the time of issuance.

No provision was built to cover commitments arising from the stock option plan in the 2002 Financial Statements (previous year: 3.8 million) because the intinsic values of all tranches that had to be considered as of the balance-sheet date were negative.

(23) Write-Downs of Financial Assets and Current Securities

Write-downs of financial assets amounted to 70.2 million (previous year: 369.3 million) (cf. Note 2).

Due to lower stock-market quotations as of the balance-sheet date, write-downs of current securities totaled 88.0 million (previous year: 30.9 million) (cf. Note 7).

(24) Other Operating Expenses

Other operating expenses principally include expenses related to cross-currency and interest-rate swaps as well as currency option premiums (585.7 million), fees (115.1 million), advertising (57.3 million), currency exchange differences (28.7 million) and other administrative tasks (167.5 million).

(25) Taxes

Income taxes principally cover the expense of setting up provisions relating to burdens possibly arising for prior years.

Personnel. On average, the number of people employed in the 2002 financial year dropped by 12 to 299, including 7 trainees.

Additional Information. In December of 2001, E.ON AG entered into control and profit- and loss-pooling agreements with E.ON UK Holding GmbH (formerly known as E.ON UK Verwaltungs GmbH) and E.ON US Holding GmbH (formerly known as E.ON GmbH). The May 28, 2002 Annual Shareholders' Meeting approved these contracts.

The profit- and loss-pooling agreement with E.ON Elfte Vermögensverwaltungs AG (formerly known as Stinnes Vermögensverwaltungs AG) became obsolete since this company was incorporated in a subsidiary wholly owned by E.ON AG and subsequently merged into the subsidiary.

The control and profit- and loss-pooling agreement between the Corporation and VEBA Oel AG was annulled effective at the end of the 2001 financial year (December 31, 2001, 00:00 hours) pursuant to the agreement reached on December 19/20, 2001.

The Board of Management and Supervisory Board of E.ON AG made the declaration required pursuant to Sec. 161 of the German Stock Corporation Act in connection with Sec. 15 of the Introductory Act to the Stock Corporation Act on December 19, 2002 and made it permanently available by publishing it on the Web page that can be accessed at www.eon.com.

 in millions	2002	2001
Income taxes	449.1	1,872.1
Other taxes	–13.2	0.4
	435.9	1,872.5

Supervisory Board. Provided that E.ON's April 30, 2003 Annual Stockholders' Meeting approves the proposed dividend, the total remuneration of the members of the Supervisory Board will amount to 2.3 million (2001: 2.1 million). 0.4 million of this compensation (2001: 0.4 million) comprises the fixed component (including compensation for the performance of duties at subsidiaries and meeting attendance fees), while 1.9 million (2001: 1.7 million) represents the variable remuneration component.

The Supervisory Board's remuneration is regulated in the articles of Association of E.ON AG. In line with the provisions set forth therein, in addition to the reimbursement of their expenses, which shall also include the value-added tax on their emoluments, the members of the Supervisory Board receive a fixed remuneration of 10,000.00 for each financial year. Furthermore, the members of the Supervisory Board receive a meeting attendance fee of 1,000.00. Moreover, the members of the Supervisory Board receive a remuneration of 1,250.00 for every 1 percent the dividend paid to the shareholders exceeds 4 percent of the Corporation's captial stock. The Chairman receives three times these amounts, his Deputy double these amounts, and each member of a committee one-anda-half times these amounts.

Compensation is paid on a prorated basis in the event of changes in personnel during the financial year. The members of the Supervisory Board had no lines of credit outstanding in fiscal 2002.

The members of the Supervisory Board are listed on page 02.

Board of Management. Aggregate remuneration paid to the members of the Board of Management amounted to 9.7 million (2001: 7.9 million). 3.8 million of this compensation (2001: 3.1 million) comprises the fixed component (including compensation for the performance of supervisory duties at subsidiaries, pecuniary benefits and other remuneration), while 5.2 million (2001: 4.8 million) represent the variable remuneration component and relate to the bonus for fiscal 2002 based on a dividend of 1.75 per share without nominal value (2001: 1.60). Furthermore, the compensation includes 0.7 million in gains on the exercise of 124,750 first- and second-tranche stock appreciation rights (2001: 0 million).

At the beginning of 2002, the members of the Board of Management were awarded a total of 260,000 SARs (2001: 162,500) from the fourth tranche of the virtual stock option plan described on page 16. None of the SARs of any tranche would have generated profits if they had been exercised as of the balancesheet date, because the listed share price was significantly lower than the base quotation.

Total payments to retired members of the Board of Management and their beneficiaries amounted to 3.4 million (2001: 3.5 million). Provisions of 35.6 million (2001: 35.1 million) have been set up for E.ON's pension obligations to retired members of the Board of Management and their beneficiaries.

The members of the Board of Management had no lines of credit outstanding in fiscal 2002.

The members of the Board of Management are listed on page 03.

The members of the Board of Management are listed on page 3.

Dividend Proposal.

	
In 2002, net income amounted to	1,665,050,035.01
Taking into account the transfers to other retained earnings of	523,451,752.01
net income available for distribution totals	1,141,598,283.00

We propose to the Annual Shareholders' Meeting that the 1,141,598,283.00 in net income available for distribution for the 2002 financial year be appropriated to distribute a dividend of 1.75 per individual share certificate with dividend entitlements.

Düsseldorf, February 17, 2003

Board of Management

Hartmann Simson Gaul

Krüper Schipporeit

Report of Independent Auditors. We have audited the annual financial statements, together with the bookkeeping system, and the combined management report of E.ON AG for the business year from January 1, 2002 to December 31, 2002. The maintenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law are the responsibility of the Company's Managing Directors. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system and the combined management report based on our audit.

We conducted our audit of the annual financial statements in accordance with § 317 HGB and the generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and evaluations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the internal

control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the Company's Managing Directors, as well as evaluating the overall presentation of the annual financial statements and combined management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, the annual financial statements give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting. On the whole the combined management report provides a suitable understanding of the Company's position and suitably presents the risks of future development.

Düsseldorf, February 18, 2003

PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Wiegand

Wirtschaftsprüfer (German Public Auditor) Granderath Wirtschaftsprüfer (German Public Auditor) 19

Mandates of Board Members

Information on additional mandates carried by members of E.ON AG's Supervisory Board

Dr. Klaus Liesen

Chairman of the Supervisory Board, Ruhrgas AG Chairman

• Allianz AG (Chairman)
• Ruhrgas AG (Chairman)
• TUI AG

• Volkswagen AG

Hubertus Schmoldt

Chairman of the Board of Management, Industriegewerkschaft Bergbau, Chemie, Energie Deputy Chairman

• Bayer AG
• Buna Sow Leuna Olefinverbund GmbH
• Deutsche BP AG
• RAG Coal International AG

Günter Adam

Foreman

• Degussa AG

Dr. Karl-Hermann Baumann

Chairman of the Supervisory Board, Siemens AG

• Deutsche Bank AG
• Linde AG
• mg technologies AG
• Schering AG
• Siemens AG (Chairman)
• ThyssenKrupp AG
• Wilhelm von Finck AG

Ralf Blauth

Industrial Clerk

• Degussa AG

Dr. Rolf-E. Breuer

Chairman of the Supervisory Board, Deutsche Bank AG

• Bertelsmann AG
• Deutsche Bank AG (Chairman)
• Deutsche Börse AG (Chairman)
• Deutsche Lufthansa AG
• Siemens AG
• Compagnie de Saint-Gobain S.A.
• Kreditanstalt für Wiederaufbau
• Landwirtschaftliche Rentenbank

Dr. Gerhard Cromme

Chairman of the Supervisory Board, ThyssenKrupp AG

• Allianz AG
• Axel Springer Verlag AG
• Deutsche Lufthansa AG
• Ruhrgas AG
• ThyssenKrupp AG (Chairman)
• Volkswagen AG
• Suez S.A.

Ulrich Hocker

General Manager, German Investor Protection Association

• CBB Holding AG (Chairman)
• Feri Finance AG
• Karstadt Quelle AG
• ThyssenKrupp Steel AG
• Gartmore Capital Strategy Fonds
• Phoenix Mecano AG

Jan Kahmann

Member of the Board, Unified Service Sector Union (ver.di)

• Eurogate Beteiligungs GmbH
• TUI AG

Eva Kirchhof

Diploma Physicist

• Infracor GmbH

Dr. h.c. André Leysen

Honorary Chairman of the Administrative Board, Gevaert N.V.

• Deutsche Telekom AG
• Schenker AG

Dagobert Millinghaus

Accounting and Administration Manager (until October 24, 2002)

• Stinnes AG

Margret Mönig-Raane

Vice-Chairwoman of the Board, Unified Service Sector Union (ver.di)

• Deutsche Bank AG

As of December 31, 2002, or the date of retirement from E.ON AG's Supervisory Board

• Supervisory Board mandates in accordance with Sec. 100, Para. 2 of the German Stock Corporation Act (AktG)
• Membership in comparable domestic and foreign supervisory bodies of commercial enterprises

Ulrich Otte

Systems Engineer

• E.ON Energie AG
• E.ON Kraftwerke GmbH

Klaus-Dieter Raschke

Tax Assistant

• E.ON Energie AG
• E.ON Kernkraft GmbH

Dr. Henning Schulte-Noelle

Chairman of the Board

of Management, Allianz AG • Allianz Dresdner

• Asset Management GmbH1 (Chairman)
• Allianz Lebensversicherungs-AG1 (Chairman)
• Allianz Versicherungs-AG1 (Chairman)
• Dresdner Bank AG1 (Chairman)
• BASF AG
• Linde AG
• Siemens AG
• ThyssenKrupp AG
• AGF S.A.2
• RAS S.p.A.2

Kurt F. Viermetz

Retired Vice-Chairman and Director of the Board, J.P. Morgan & Co., Inc.

• Bayerische Hypo- und Vereinsbank AG
• Grosvenor Estate Holdings

Dr. Bernd W. Voss

Member of the Supervisory Board, Dresdner Bank AG

• Allianz AG
• Dresdner Bank AG
• Continental AG
• Karstadt Quelle AG
• Quelle AG
• TUI AG
• Wacker Chemie GmbH
• Bankhaus Reuschel & Co. (Chairman)
• ABB Ltd.

Dr. Peter Weber

(until March 31, 2002) Director of the Legal Department, Degussa AG

• Wohnungsgesellschaft Hüls mbH

Kurt Weslowski

(until July 1, 2002) Chemical Worker

• VEBA Oel AG
• VEBA Oil Refining & Petrochemicals GmbH

Mandates of Board Members

Mandates carried by members of E.ON AG's Board of Management

Ulrich Hartmann

Member of the Board of Management Chairman and co-CEO

• E.ON Energie AG1 (Chairman)
• Deutsche Lufthansa AG
• Hochtief AG
• IKB Deutsche Industriebank AG (Chairman)
• Münchener Rückversicherungs-Gesellschaft AG (Chairman)
• RAG Aktiengesellschaft (Chairman)
• Arcelor
• Henkel KGaA
• Powergen plc2 (Chairman)

Dr. Hans Michael Gaul

Member of the Board of Management Controlling/Corporate Planning, M& A, Legal Affairs • Degussa AG1

• E.ON Energie AG1
• Viterra AG1 (Chairman)
• Allianz Versicherungs-AG
• DKV AG
• RAG Aktiengesellschaft
• Steag AG
• Volkswagen AG
• E.ON North America, Inc.2
• LG&E Energy Corp.2

• Powergen plc2

Prof. Dr. Wilhelm Simson

Member of the Board of Management Chairman and co-CEO

• Degussa AG1 (Chairman)
• VIAG Telecom AG1 (Chairman)
• Bayerische Hypo- und Vereinsbank AG

Dr. Manfred Krüper

Member of the Board of Management Human Resources, Infrastructure and Services, Procurement, Organization

• Viterra AG1
• equitrust Aktiengesellschaft (Chairman)
• RAG Aktiengesellschaft
• RAG Immobilien AG
• Victoria Versicherung AG
• Victoria Lebensversicherung AG
• E.ON North America, Inc.2 (Chairman)

Dr. Erhard Schipporeit

Member of the Board of Management Finance, Accounting, Taxes, IT

• Degussa AG1
• E.ON Energie AG1
• HDI Privat Versicherung AG
• VIAG Telecom AG1
• Commerzbank AG
• Connect Austria GmbH2
• E.ON Risk Consulting GmbH2 (Chairman)
• HDI V.a.G.

As of December 31, 2002.

• Supervisory Board mandates in accordance with Sec. 100, Para. 2 of the German Stock Corporation Act (AktG)
• Membership in comparable domestic and foreign supervisory bodies of commercial enterprises