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As described in “EU/Germany: General Aspects (Electricity and Gas)—Revisions of the German Energy Law” above, the regula- tion of gas network charges started in July 2005, with network charges calculated according to a cost-based rate-of-return model. After a detailed examination of their application documents by the BNetzA, approval was granted to E.ON Energie’s distribution network operators between September and November 2006. In 2006, approved network charges of E.ON Energie’s regional distribution network operators were reduced by approximately ten percent on average, based on a different interpre- tation of the new law by the BNetzA. In addition, the filed network charges of Ferngas Nordbayern GmbH and Thüga in the Pan-European Gas market unit were reduced by 19.0 and 17.2 percent, respectively. As described above in the case of electric- ity network charges, the BNetzA has announced that the lower charges should be economically effective from the day after applications were due, in this case February 1, 2006 (and has recently won a court proceeding requiring the future payment of refunds). The network charges were valid until March 31, 2008. All network operators—except E.ON Gastransport, as described in more detail below—were required to file new network charges applications covering the remainder of 2008 by the end of September, 2007, reflecting cost developments between 2004 and 2006. As in the case of electricity network charges, the costs approved in this round are to be the basis for the following incentive-based regulation system, which started on January 1, 2009.

The approvals of network charges for the gas distribution network operators of E.ON Energie for the period of April 1, 2008 to December 31, 2008 were delayed, and only received at the beginning of July 2008. Due to fact that the approved network charges for most of the E.ON Energie gas distribution network operators included increases, the new network charges were not given retroactive effect to April by the BNetzA. Overall, the allowed costs of E.ON Energie’s gas distribution network oper- ators remained almost constant. As described in “Germany: Electricity—Electricity Network Charges” above, gas distribution network operators prepared for the new incentive-based regulation system by filing applications to adjust allowed revenues for cost increases that took place in the year 2008. By the end of the year, all E.ON Energie gas distribution network operators had received approval for the revenue caps that would be applicable in 2009, with the result that network charges will increase by 4 percent on average.

The Energy Law of 2005 provides an exemption from the standard cost calculations for gas transmission networks if actual or potential pipeline competition can be proven. In January 2006, E.ON Gastransport gave notice to the BNetzA that it would rely on this provision and apply market-oriented network charges (rather than filing cost-oriented charges for BNetzA approval). As long as BNetzA had not determined whether actual or potential pipeline competition exists, E.ON Gastransport was not required to submit cost-orientated gas transmission network charges for approval to the BNetzA as described above.

In September 2008, the BNetzA delivered its first decisions on the so-called pipe-to-pipe competition in the long-distance gas grid sector. The decisions held that the relevant undertakings (including. E.ON Gastransport) are not exposed to pipe-to-pipe competition. As a result, E.ON Gastransport—and other effected gas transmission operators had to file cost-orientated net- work charges to the BNetzA for approval. The BNetzA is currently carrying out a cost review and will approve network charges for these undertakings for the first time. From January 1, 2010 onwards, the companies will be subject to incentive-based regu- lation. However, at the end of 2010, i.e. two years before the next regulatory period begins, they will have the option of filing a new application for exemption from incentive-based regulation due to pipe-to-pipe competition, which would then be subject to investigation and verification by the BNetzA.

E.ON Gastransport has not accepted the BNetzA decision and has instituted legal action challenging its implementation. The process is ongoing and expected to take more than one year. It is not possible to predict the result of these proceedings, nor can any assurance be given as to the potential impact of these proceedings and potential changes in the system applicable to E.ON Gastransport on its operations and financial condition.

Gas Rates

Gas and heat rates are not regulated in Germany, but the GWB does apply. On this law, see “EU/Germany: General Aspects (Electricity and Gas)—Further German legislation.”

Liberalization of the electricity and gas industries in the United Kingdom largely pre-dated the requirements of the First and Second Electricity and Gas Directives described under “—EU/Germany: General Aspects (Electricity and Gas)” above, but the U.K. regulatory regime is basically consistent with the terms of such directives. E.ON UK is also subject to U.K. and EU legislation on competition.

The gas and electricity markets in England, Wales and Scotland are regulated by a single energy regulator, the Gas and Elec- tricity Markets Authority (the “Authority”), established in November 2000. The Authority is assisted by Ofgem, which is gov- erned by the Authority. The principal objective of the Authority is to protect the interests of consumers of gas and electricity, wherever appropriate, by the promotion of effective competition in the electricity and gas industries. The Authority may grant licenses authorizing the generation, transmission, distribution or supply of electricity and the transportation, shipping or sup- ply of gas. The Energy Act 2004 also gives the Authority power to license the operation of gas and electricity interconnectors. Any such license will incorporate by reference, as appropriate, the standard conditions determined for that type of license, which may be modified by the Authority. The license may also include other conditions that the Authority considers appropri- ate. License conditions may be modified in accordance with their terms or under the provisions of the Electricity Act 1989 (as amended) or the Gas Act 1986 (as amended), as appropriate. The Authority has power to impose financial penalties on licens- ees and/or issue enforcement orders for breach of license conditions and other relevant requirements.

The Authority also has within its designated areas of responsibility many of the powers of the Office of Fair Trading to apply and enforce the prohibitions in the Competition Act 1998 in relation to anticompetitive agreements or abuse of market domi- nance, including imposing financial penalties for breach. Since May 1, 2004, following reform of the EU competition law regime, the Authority also has the power to apply Articles 81 and 82 of the EC Treaty, which deal with control of anticompetitive agree- ments and abuse of market dominance. Within its designated areas, the Authority also exercises, concurrently with the Office of Fair Trading, certain functions under the Enterprise Act 2002 relating to the power to make market investigation references to the Competition Commission.

Three bills have become law during the 2007/8 parliamentary session which are intended to support delivery of the govern- ment’s energy and environmental policy objectives. The Climate Change Act 2008 sets targets for the years 2020 and 2050 for the reduction of greenhouse gas emissions, provides for a system of carbon budgeting for the U.K. economy, and establishes a Committee on Climate Change to advise the government. The Planning Act 2008 introduces a new system for approving major infrastructure of national importance, such as larger power stations and electricity transmission lines, with the objective of streamlining decision-making and avoiding long public inquiries. The Energy Act 2008 contains legislative provisions needed to implement policies set out in the 2007 Energy White Paper and the 2008 White Paper on Nuclear Power. These include pro- visions for a regulatory framework to enable investment in carbon capture and storage projects, for changes to the Renew- ables Obligation (a scheme to encourage new renewables generation) to allow support for different technologies, and for operators of new nuclear power stations to accumulate funds to meet the costs of decommissioning and their share of waste management costs. Implementation of these laws will commence in 2009.

Electricity

Unless covered by a license exemption, all electricity generators operating a power station in England, Wales or Scotland are required to have a generation license. The principal generation license within the E.ON UK business is held by E.ON UK. Although generation licenses do not contain direct price controls, they contain conditions which regulate various aspects of generators’ economic behavior.

The distribution licenses held by Central Networks East and Central Networks West (the two companies operating under the brand “Central Networks”) authorize the licensees to distribute electricity for the purpose of providing a supply to any prem- ises in Great Britain. They provide for a distribution services area, equating to the former authorized area of the former public electricity suppliers in the East Midlands and West Midlands areas, respectively, in which the licensee has certain specific dis- tribution services obligations. Under the Electricity Act 1989 (as amended), an electricity distributor has a duty, except in cer- tain circumstances, to make a connection between its distribution system and any premises for the purpose of enabling elec- tricity to be conveyed to or from the premises and to make a connection between its distribution system and any distribution system of another authorized distributor, for the purpose of enabling electricity to be conveyed to or from that other system.

The license obligations extend to not distorting the competitive market for the provision of connections through the distribution business’ own connection activities, through an affiliate or through an unrelated third party. Over the last few years a number of U.K. distributors, including both Central Networks companies, have been investigated by Ofgem over concerns that they may have breached this aspect of their licenses or competition law in this regard. On December 11, 2007, Central Networks received notifica-

petition in providing new connections. However, Ofgem accepted that this breach was not commercially driven and did not have an impact on the market. As a consequence, Ofgem decided that it was not appropriate to impose a penalty in this instance.

The distribution licenses place price controls on distribution. The current distribution price controls are in effect for a five-year period ending March 2010, and are expected to provide for overall stable prices for the distribution of electricity over that period. In negotiating the next price control, commencing April 2010, Ofgem has already published two consultation papers which show companies seeking higher levels of investment, which Ofgem has signalled will lead to price increases. Ofgem’s initial proposals are expected in July 2009 with the final proposals expected in late 2009. If Central Networks rejects the final proposals the matter may be referred to the Competition Commission. The price controls are intended to provide companies with sufficient revenues to allow them to finance their operating costs and capital investment. In addition to caps on revenue, the price controls also include targets for network losses and overall quality of network performance based upon the average number and duration of supply outages experienced by consumers. Companies can be either rewarded or penalized for exceeding or failing these targets.

The supply license held by E.ON Energy Limited (formerly Powergen Retail Limited) authorizes the licensee to supply electricity to any premises in Great Britain. It provides for a supply services area, equating to the former authorized area of Powergen Energy plc, as the former public electricity supplier in the East Midlands, in which the licensee has certain specific supply services obliga- tions. Ofgem relies on monitoring competition and, where necessary, using its powers under the Competition Act 1998 to tackle abuse. In addition, Ofgem is pursuing a range of measures under its Social Action Plan to help vulnerable and low-income custom- ers. It is also continuing to work with the industry to improve the process for customers when they switch suppliers.

The U.K. government indicated in the Energy White Paper published in May 2007 that it would consider introducing legislation requiring suppliers to offer social programs if there continued to be a wide disparity in the voluntary initiatives offered by suppliers. Subsequently, in March 2008 the government agreed with suppliers a commitment to social programs at a level of £2.10 per account in 2008/9 rising to £3.15 per account in 2010/11. Ofgem’s assessment of suppliers’ current programs showed that E.ON UK’s program was substantive, costing around £1.8 per account in 2007/8.

A separate supply license is held by E.ON UK, which does not extend to supply to domestic premises. E.ON UK also continues to hold a second-tier supply license for Northern Ireland (to which the Utilities Act 2000 generally does not extend).

Following the acquisition of the U.K. retail energy business of the TXU Group (“TXU”) in October 2002, E.ON UK also holds a num- ber of additional electricity and gas supply licenses through certain of the companies that were acquired as part of that deal.

Under Section 33BC of the Gas Act 1986, Section 41A of the Electricity Act 1989 and Section 103 of the Utilities Act 2000, elec- tricity and gas suppliers are subject to a statutory obligation which requires them to achieve targets for installing energy effi- ciency measures in the household sector. The previous obligation (known as the Electricity and Gas (Energy Efficiency Obliga- tions) Order 2004) covered the period from April 1, 2005 to March 31, 2008. A range of energy efficiency measures qualified for the obligation, with E.ON Energy Limited expecting that about 60 percent of its expenditures would be on home insulation. E.ON Energy Limited met its targets a few months ahead of schedule and at a slightly lower cost than government’s forecast of £9 per account per year. The current obligation (the Carbon Emissions Reduction Target) runs from April 2008 to March 2011 and is set at a target that the government forecasts will cost £19 per account per year. In September 2008, the government announced that it intends to increase this target by 20 percent and also introduce a new scheme in the future with a target of around 12.5 percent of the Carbon Emissions Reduction Target.

In October 2008 the regulator, Ofgem, published the initial findings of its probe into the energy supply market. Ofgem indi- cated that it expected higher-cost payment methods which tend to be used by low income customers to be at no greater margin than other payment methods, a requirement which E.ON Energy Limited already met, and that there should be more competitive prices to electricity customers without a gas supply, and unable to take advantage of competitive offers for dual electricity and gas supply. E.ON Energy Limited responded by reducing prices to these customers by £14 per year. In January 2009, Ofgem published draft license conditions to give effect to the proposals.

Gas

The description under “—EU/Germany: General Aspects (Electricity and Gas)” above is applicable to E.ON Sverige AB and its two Finnish subsidiaries, and these companies are also subject to EU and national legislation on competition.

Electricity

The primary legislation applicable to the electricity industry in Sweden is the Swedish Electricity Act (Ellag (1997:857), or the “Electricity Act”) that came into force on January 1, 1998, and the statutes and provisions issued pursuant to the Electricity Act.

The Electricity Act promotes competition by creating opportunity for each customer to enter into an agreement with the sup- plier of the customer’s choice. In order to further ensure competition in sales of electricity, the Electricity Act also requires functional unbundling of the generation/sales and the transmission and distribution businesses, as well as legal unbundling of these businesses so that transmission and distribution operations are carried out by separate legal entities. As a conse- quence, electricity customers in Sweden have separate contracts with a retail supplier and an electricity distributor. In Sweden, retail prices are not regulated.

Transmission and distribution of electricity are considered to be natural monopolies and are subject to regulation. The Energy Markets Inspectorate (“EI”), formerly part of the Swedish Energy Agency and since January 1, 2008 an independent authority, grants licenses to erect power lines and carry on distribution operations. As the regulator for the Swedish electricity and gas markets, EI has the authority to supervise the monopoly transmission and distribution businesses in order to protect the interests of customers. EI also oversees third-party access to the networks. It monitors network charges and other terms for the transmission and distribution of electricity and is responsible for setting certain standards with respect to transmission and distribution.

In Sweden, the high-voltage transmission grid is owned and operated by Affärsverket svenska kraftnät, the state-owned national grid company. The mid- and low-voltage distribution networks are owned and operated by a large number of both privately and publicly owned companies. A tariff, consisting of an annual capacity charge and an hourly transmission energy charge, applies for access to the national transmission as well as the regional and local distribution networks. Market partici- pants pay for the right to feed in or take out electricity at just one point, which gives the participant access to the entire grid system and enables it to trade with any of the other market participants in the Nordic grid system. EI also monitors quality of supply data for statistical reasons.

Changes in the Electricity Act regarding distribution regulation came into force in July 2002. The amendments provide that network charges have to be reasonable compared to the distribution companies’ performance. The concept of performance was initially defined by EI, which annually evaluated a fictitious network for each utility in order to calculate the resources needed in the local network business. The resulting value of the network was then compared to the utility’s actual revenues in order to assess the reasonableness of the network charges. For this purpose, EI created a regulation model called the “Net- work Performance Assessment Model” (“NPAM”).

The NPAM was used for the first time to evaluate network charges for 2003. EI initially decided that E.ON Elnät Sverige should reduce its network charges for 2003 by SEK 19.7 million, by repaying customers a portion of the network charges. E.ON Sverige appealed the decision to the relevant administrative court. EI also decided in December 2004 to prolong its inspection of a number of Swedish electricity distribution companies.

In mid-December 2008, EI decided, after negotiations, that E.ON Elnät Sverige should reduce its network charges for all its local distribution networks for the years 2004–2008 by SEK 7 million by repaying that amount to the customers. According to