SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO/A

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1)

of the Securities Exchange Act of 1934

(Amendment No. 21)

ENDESA, S.A.

(Name of Subject Company (issuer))

E.ON Zwölfte Verwaltungs GmbH

E.ON AG

(Names of Filing Persons (offerors))

Ordinary shares, par value €1.20 each

American Depositary Shares (each representing one ordinary share)

(Titles of Classes of Securities)

Ordinary Shares, ISIN ES0130670112

American Depositary Shares, CUSIP 00029274F1, ISIN US29258N1072

(CUSIP and ISIN Numbers of Classes of Securities)

Mr. Karl-Heinz Feldmann

Senior Vice President and General Counsel

E.ON AG

E.ON - Platz

D-40479 Düsseldorf, Germany

011 49-211-45 79-0

(Name, address and telephone number of

person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Richard Hall, Mark I. Greene

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

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CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$8,140,740,665	$871,059

⁽¹⁾ Estimated solely for the purpose of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934 (the “Exchange Act”), the transaction valuation is calculated by multiplying 161,989,074, which is the estimate of the number of ordinary shares of Endesa (including ordinary shares represented by ADSs) subject to the U.S. Offer, by the offer price of €38.75 in cash for each ordinary share and each ADS, converted into U.S. dollars based on an exchange rate expressed in U.S. dollars per euro of $1.2969 = €1.00, the Federal Reserve Bank of New York noon buying rate on February 6, 2007. Terms used and not defined in the preceding sentence are defined below.

⁽²⁾ The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Exchange Act, is $107.00 per $1,000,000.00 of the transaction valuation and was sent via wire transfer on January 23, 2007 and on February 7, 2007.

x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $871,059
	Form or Registration No.: Schedule TO and Schedule TO/A
	Filing Party: E.ON Aktiengesellschaft      E.ON Zwölfte Verwaltungs GmbH
	Date Filed: January 26, 2007 and February 8, 2007

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.  

Check the appropriate boxes below to designate any transactions to which the statement relates:
x	third-party tender offer subject to Rule 14d-1.
☐	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3
☐	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

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This Amendment No. 21 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 26, 2007 (as amended and supplemented prior to the date hereof, the “Schedule TO”). The Schedule TO relates to the offer by E.ON Zwölfte Verwaltungs GmbH (“E.ON 12”), a German limited liability company and wholly owned subsidiary of E.ON Aktiengesellschaft (“E.ON”), to acquire all the outstanding ordinary shares, par value €1.20 per share (the “ordinary shares”), and American depositary shares (the “ADSs” and, together with the ordinary shares, the “Endesa securities”) of Endesa, S.A., a Spanish public limited company (“Endesa”), at a price of €38.75 in cash for each ordinary share and each ADS, upon the terms and subject to the conditions of the U.S. offer (the “U.S. Offer”) (including, if the U.S. Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the U.S. Offer to Purchase dated January 26, 2007, as amended and supplemented by the Supplement to the U.S. Offer to Purchase dated February 14, 2007 (as so amended and supplemented, the “U.S. Offer to Purchase”). E.ON 12 is also making a separate, concurrent Spanish offer (the “Spanish Offer” and, together with the U.S. Offer, the “Offers”) for the ordinary shares. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Item 12. Exhibits.

Item 12 is amended and supplemented to include the following exhibits:

Exhibit	Description
(a)(5)(UU)	English translation of the updated content of the website www.eonsi.es
(a)(5)(VV)	Investor Presentation March 2007

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 23, 2007

E.ON Zwölfte Verwaltungs GmbH
By:	/s/ Karl-Heinz Feldmann
Name: Mr. Karl-Heinz Feldmann Title: Managing Director
By:	/s/ Dr. Patrick Wolff
Name: Dr. Patrick Wolff Title: Managing Director
E.ON Aktiengesellschaft
By:	/s/ Dr. Michael Gaul
Name: Dr. Michael Gaul Title: Member of the Board of Management
By:	/s/ Karl-Heinz Feldmann
Name: Mr. Karl-Heinz Feldmann Title: Senior Vice President and General Counsel

4

Exhibit Index.

Exhibit	Description
(a)(1)(A)	Offer to Purchase dated January 26, 2007
(a)(1)(B)	Form of Share Form of Acceptance
(a)(1)(C)	Form of ADS Letter of Transmittal
(a)(1)(D)	Form of Notice of Guaranteed Delivery
(a)(1)(E)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Form of Letter to Holders of American Depositary Receipts
(a)(1)(G)	Form of Letter to Financial Intermediaries and Custodians
(a)(1)(H)	Form of Letter to Holders of Ordinary Shares
(a)(1)(I)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W−9
(a)(1)(J)	Limited Due Diligence Information Obtained from Endesa
(a)(1)(K)	Supplement to the U.S. Offer to Purchase dated February 14, 2007
(a)(1)(L)	Revised Form of Share Form of Acceptance
(a)(1)(M)	Revised Form of ADS Letter of Transmittal
(a)(1)(N)	Revised Form of Notice of Guaranteed Delivery
(a)(1)(O)	Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(P)	Revised Form of Letter to Holders of American Depositary Receipts
(a)(1)(Q)	Revised Form of Letter to Financial Intermediaries and Custodians
(a)(1)(R)	Revised Form of Letter to Holders of Ordinary Shares
(a)(5)(A)	Press Release dated February 21, 2006, announcing the cash offer for Endesa, incorporated by reference to the pre-commencement Schedule TO filed by E.ON on February 21, 2006
(a)(5)(B)	Press Release dated September 26, 2006, announcing the intention to increase the offer price to at least €35.00, incorporated by reference to the pre-commencement Schedule TO filed by E.ON on September 26, 2006
(a)(5)(C)	English translation of the Relevant Notice filed with the CNMV on January 2, 2007, announcing the intention to reduce the increased offer price to at least €34.50, incorporated by reference to the pre-commencement Schedule TO filed by E.ON on January 3, 2007
(a)(5)(D)	Form of Summary Advertisement, published in The Wall Street Journal on January 26, 2007
(a)(5)(E)	Press Release dated January 26, 2007, announcing the intention to submit E.ON 12’s final offer via the Spanish “sealed envelope” procedure
(a)(5)(F)	English translation of an advertisement relating to the Offers published in the Spanish press
(a)(5)(G)	Investor Presentation February 2007
(a)(5)(H)	Press release dated February 2, 2007, announcing E.ON 12’s intention to submit its final bid to the CNMV
(a)(5)(I)	English translation of the ad-hoc notice filed with the German BaFin on February 2, 2007, announcing the submission of E.ON 12’s final bid to the CNMV

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(a)(5)(J)	Press Release dated February 3, 2007, announcing the submission of E.ON 12’s final bid to the CNMV
(a)(5)(K)	Transcript of the Press Conference Speech by Dr. Wulf H. Bernotat on February 3, 2007
(a)(5)(L)	Presentation dated February 3, 2007
(a)(5)(M)	Transcript of the Investor Conference Call Speech by Dr. Wulf H. Bernotat on February 3, 2007
(a)(5)(N)	Transcript of the Press Conference held on February 3, 2007
(a)(5)(O)	Press Release dated February 6, 2007
(a)(5)(P)	Transcript of the Investor Conference Call on February 3, 2007
(a)(5)(Q)	Form of Notice published in The Wall Street Journal on February 8, 2007, announcing the increase of the offer price to €38.75
(a)(5)(R)	English translation of an advertisement relating to the Offers published in the Spanish press
(a)(5)(S)	English translation of Spanish advertisements
(a)(5)(T)	English translation of the content of the website www.eonsi.es
(a)(5)(U)	Roadshow Presentation
(a)(5)(V)	Press Release dated February 14, 2007, announcing the extension of the acceptance period
(a)(5)(W)	Transcript of the Press Conference Speech by Dr. Wulf H. Bernotat on February 14, 2007
(a)(5)(X)	Investor Presentation February 2007
(a)(5)(Y)	English translation of the Spanish announcement of the extension of the acceptance period in the Spanish press
(a)(5)(Z)	English translation of a Spanish brochure used by E.ON in connection with the Offers
(a)(5)(AA)	Press Release dated February 28, 2007
(a)(5)(BB)	English translation of Spanish advertisement
(a)(5)(CC)	English translation of the Ad-hoc Notice filed with the German BaFin on March 6, 2007
(a)(5)(DD)	English translation of the Relevant Notice filed with the CNMV on March 6, 2007
(a)(5)(EE)	Transcript of the Press Conference Speech by Dr. Wulf H. Bernotat on March 7, 2007
(a)(5)(FF)	Transcript of the Press Conference Speech by Dr. Marcus Schenck on March 7, 2007
(a)(5)(GG)	Presentation by Dr. Wulf H. Bernotat on March 7, 2007
(a)(5)(HH)	Presentation by Dr. Marcus Schenck on March 7, 2007
(a)(5)(II)	Press Release dated March 7, 2007
(a)(5)(JJ)	Transcript of the Conference Call Speech by Dr. Wulf H. Bernotat on March 7, 2007
(a)(5)(KK)	Transcript of the Conference Call Speech by Dr. Marcus Schenck on March 7, 2007
(a)(5)(LL)	Transcript of the Q&A Session in the Conference Call on March 7, 2007
(a)(5)(MM)	English translation of the updated Questions & Answers on the website eonsi.es
(a)(5)(NN)	Transcript of the Q&A Session in the Press Conference on March 7, 2007

6

(a)(5)(OO)	English translation of an advertisement published in Spanish newspapers
(a)(5)(PP)	Letter sent to holders of Endesa ADSs
(a)(5)(QQ)	English translation of advertisements published in Spanish newspapers
(a)(5)(RR)	English translation of Internet banner
(a)(5)(SS)	Advertisement published in the Wall Street Journal on March 22, 2007
(a)(5)(TT)	English translation of the Relevant Notice filed with the CNMV on March 22, 2007
(a)(5)(UU)	English Translation of the updated content of the website www.eonsi.es
(a)(5)(VV)	Investor Presentation March 2007
(b)(1)	Syndicated Term and Guarantee Facility Agreement, dated October 16, 2006, between and among E.ON, as Original Borrower and Guarantor, HSBC Bank plc, Citigroup Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank of Scotland plc and Deutsche Bank AG, as mandated lead arrangers and the other parties thereto

(b)(2)	Term Loan and Guarantee Facility Agreement, dated February 2, 2007, between and among E.ON, as Original Borrower and Guarantor, HSBC Bank plc., Citigroup Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank of Scotland plc and Deutsche Bank AG, as mandated lead arrangers and the other parties thereto
(d)(1)	Confidentiality Agreement, dated January 16, 2006, between E.ON and Endesa
(g)	Not applicable
(h)	Not applicable

7

EX-99.(A)(5)(UU)

Exhibit (a)(5)(UU)

English Translation of the Content of the Website www.eonsi.es

a)THE E.ON GROUP

1.   Our mission

2.   Development

3.   Facts and figures

4.   Strategic vision

5.   International team

6.   Shareholder structure

1. Our mission and how we put it into practice

The mission of E.ON is to be valued by its clients, by providing competitive solutions, reliability and comfort in their lives and their business activities. We achieve this by being an integrated electricity and gas company, combining international strength with local service, and applying the best ideas inside and outside of the Group. We thus create value for our shareholders and excellent opportunities for our employees.

2. Development

E.ON was incorporated in June 2000 following the merger of VEBA and VIAG, two of the biggest industrial groups in Germany, both with a long history.

VEBA and VIAG were founded in the 20’s in order to act as holding companies for state-owned industrial companies. Privatised in the 60’s and the 80´s, the two companies became listed and were included in the Dax (the stock market index of the 30 most important limited companies in Germany), and continued with their success, as private companies.

Following the merger, E.ON began to implement a wide-range strategy and is today one of the largest private energy supply companies in Europe. E.ON is a company with very clear objectives and holds leading positions in its main businesses, gas and electricity.

3. Facts and figures

E.ON is one of the largest private electricity and gas companies in the world, with more than 30 million customers in 20 European countries and the United States, and annual turnover in exceeding €50 billion in 2005. Since its creation in 2000, E.ON has focused on the electricity and gas sectors. During this period the company has successfully developed new markets in Central and Eastern Europe, the Nordic Countries, the United Kingdom and the United States.

E.ON Group € in millions 2006 2005 ¹ +/- %  Sales 67,759 56,141 +21  Adjusted EBITDA² 11,353 10,194 +11  Adjusted EBIT² 8,150 7,293 +12  Net income 5,057 7,407 -32  Adjusted net income² 4,386 3,640 +20  ROCE⁵ (in %)³ 13.2 12.2 +1⁴  Value added³ 2,586 1,920 +35  Cash provided by operating activities 7,194 6,544 +10  Net financial position (at year end)⁵ -268 1,917 -  Investments⁶ 5,161 3.941 +31  Employees (at year end) 80,612 79,570 +1

¹ Adjusted for discontinued operations.  ² Non-GAAP financial measure. See reconciliation to net income on next tables.  ³ Non-GAAP financial measure.

⁴ Change in percentage points.  ⁵ Non-GAAP financial measure. See reconciliation to net income on next tables. ⁶ Excludes other financial assets.

Net Income  € in millions 2006 2005 ¹ +/- %  Adjusted EBITDA² 11,353 10,194 +11  Depreciation, amortization, and impairments affecting adjusted EBIT³ -3,203 -2,901 -  Adjusted EBIT² 8,150 7,293 +12  Adjusted interest income (net) -1,081 -1,027 -  Net book gains 1,205 491 -  Restructuring expenses - -29 -

Other nonoperating earnings -3,141 424 -  Income/Loss (-) from continuing operations before income taxes and minority interests 5,133 7,152 -28  Income taxes 323 -2,261 -  Minority interests -526 -536 -  Income/Loss (-) from continuing operations 4,930 4,355 +13  Income/Loss (-) from discontinued operations, net 127 3,059 -  Income/Loss (-) from cumulative effect of changes in accounting principles, net - -7 -  Net income 5,057 7,407 -32

¹ Adjusted for discontinued operations.  ² Non-GAAP financial measure.  ³ In 2006 and 2005, the impairment charges recognized in adjusted EBIT differed from the impairment charges recorded in accordance with U.S. GAAP.  In 2006, non-operating earnings can be traced to regulatory impairments on property, plant and equipment and on shareholdings at the Central Europe and Pan-European Gas market units. In addition, impairments have again been recorded in the area of generation, specifically cogeneration facilities at the U.K. market unit. Additional impairments concern intangible assets and property, plant and equipment at the Pan-European Gas, U.K. and Nordic market units. In 2005, the difference was the result of impairments recorded in the area of generation, specifically cogeneration facilities at the U.K. market unit.

Adjusted Net Income  € in millions 2006 2005 +/-%  Net income 5,057, 7,407 -32  Nonoperating earnings, net, and extraordinary tax effects¹ -544 -715 - Income/Loss (-) from discontinued operations, net, and from the cumulative  effect of changes in accounting principles, net -127 -3,052 -  Adjusted net income² 4,386 3,640 +20  ¹Extraordinary tax effects primarily reflect corporate tax credits of €1.3 billion.  ² Non-GAAP financial measure.

Reconciliation of Net Financial Position  December 31  € in millions 2006 2005  Liquid funds shown in the Consolidated Financial Statements 6,187 9,897

Financial assets shown in the Consolidated Financial Statements 28,302 25,808  Thereof equity investments -20,699 -18,759  Thereof shares in affiliated companies -659 -667  Total liquid funds and non-current securities 13,131  16,279  Financial liabilities shown in the Consolidated Financial Statements -13,399 -14,362  Net financial position -268 1,917

4. A clear strategic vision

E.ON offers an integrated solution for electricity and gas, materialising at the same time the full market potential of each part of the value chain. We focus on our target markets by means of a strategic framework with three different categories:

Vertical integration (value chain).

Operations in the whole value chain through the optimisation of shareholdings.

Effective risk management by means of an integrated business model.

Horizontal integration (electricity - gas).

Integration of downstream operations.

Strategic management of gas purchases and risk relating to both electricity and gas.

Regional markets.

Optimisation of risks and assets in related markets.

Organisational efficiency through economies of scale.

5. A team with an international outlook

The geographical presence of E.ON means that we have a very international management team. The people who best know the local markets are those who are used to managing them. And this benefits our clients.

Wulf H. Bernotat	Chairman of the Board of Directors.
Burckhard Bergmann	Upstream Business. Markets Management. Environment Regulatory Management.
Hans Michael Gaul	Corporate Control/Planning. Mergers and Acquisitions. Legal Services.
Christoph Dänzer-Vanotti	Human Resources. Infrastructure and Services. Purchases. Organisation.
Marcus Schenk	Finance. Accounting. Taxes. IT.
Johannes Teyssen	Downstream Business. Markets Management. Environment Regulatory Management.
Paul Golby	Managing Director, E.ON UK (Powergen).
Vic Staffieri	Managing Director, E.ON U.S.
Lars Frithiof	Managing Director, E.ON Nordic

6. Shareholder structure

Being one of the world leaders in the supply of energy has enabled us to have a very diversified and international shareholder structure.

The E.ON shares are listed in all the German Stock Exchanges and in the form of American Depositary Receipts (ADR) in the New York Stock Exchange. The conversion ratio between ADRs and E.ON shares is of three to one. Therefore, the value of three E.ON ADRs is equivalent to one E.ON share. The E.ON shares are included in the main European stock market indexes.

b) ADVANTAGES OF THE OFFER

1.  Main advantages

2.   €38.75 per share

3.  A brilliant future

1. Main advantages

38.75 per share

March 29, last day

- €38.75* per share and, in cash

- Together, a brilliant future

* This figure may be reduced by any dividend paid by Endesa prior to the publication of the results of the offer.

2. €38.75* per share and in cash

E.ON is paying €38.75 in cash for each Endesa share. A great offer for retail and institutional shareholders, that has the favourable opinion of Endesa.

The €38.75 price per share of the offer exceeds in 109% the listing price of Endesa at closing of 2 September 2005.

In E.ON we are convinced that if you tender your shares into E.ON offer, we will all win: the shareholders, the employees and the Spanish economy in general.

* This figure may be reduced by any dividend paid by Endesa prior to the publication of the rults of the offer.

Calculate the tender value of your shares.

Nº of shares [ ] Calculate

3. Together, a brilliant future

The outlook for the resulting Group is very promising. Endesa’s position in Spain will be strengthened by the complementary assets and infrastructure investment of E.ON. At the same time, the identity of Endesa will continue to be completely Spanish, the headquarters will remain in Madrid and the current management team will be retained. Endesa will be the business unit in charge of Southern Europe and Latin America, and the current premises of Endesa in Barcelona will become the Global Centre of Excellence of the Group for electricity distribution.

c) HOW TO SELL

Tender your Endesa shares into the E.ON offer before the end of the acceptance period (until March 29).

In order to transfer your shares and receive €38.75* per share in cash, you should give instructions to the entity with which your shares are deposited to tender them into E.ON public offer, by completing the sale form or giving the sale order by telephone, on the Internet or by any other mechanism that you usually use with your depositary entity.

* This figure may be reduced by any dividend paid by Endesa prior to the publication of the results of the offer.

e) DOWNLOADS

Downloads

If you wish to download the Explanatory Prospectus and all the relevant legal documents in pdf format, go to www.eon.info

EX-99.(A)(5)(VV)

Exhibit (a)(5)(VV)

e.on "Delivering Profitable Growth and Performance" March 2007

e.on Successful development since E.ON's creation 2000-2003 Transformation into a Focused Energy Company 2003-2005 Integration and Performance since 2005 Growth in the

Energy Business Adjusted EBIT¹€in millions 3,352 2001 4,258 2002 5,707 2003 6,787 2004 7,333 2005 8,150 2006 1. Non-GAAP financial measure. For reconciliation to net income see last two charts.

e.on ROCE1 well above the cost of capital1 9.6% 2001 9.2% 2002 9.9% 2003 11.5% 2004 12.2% 2005 13.2%2006 ROCE 4.2 % above cost of capital in 2006 Value added1 of € 2.6 bn in 2006 ROCE Cost of Capital 1. Non-GAAP financial measures. For derivation see last two charts

e.on Enhanced return of value to E.ON shareholders in € per share 1.60 2001 1.75 2002 2.00 2003 2.35 2004 4.25 2.75 2005 3.351 2006 Proposed ordinary dividend up 22 % Commitment to achieving a payout ratio of 50% to 60% of adjusted net income by 2007. The proposed ordinary dividend of €3.35 per share (€ 2.2 bn) for 2006 corresponds to a payout ratio of 50%. Special dividend Ordinary dividend 2001 2002 2003 2004 2005 2006 1. Proposal subject to the approval at the AGM.

e.on The drivers of value-enhancing growth Entry and growth in new markets: Eastern Europe Turkey Russia Power Generation Profitable Growth Development of gas infrastructure: Gas pipelines Gas storage Upstream LNG Public offer for Endesa

e.on Summary of 2007-09 investment plan in billion € Financial investments 2.9 Other 1.3 Gas storage, upstream & LNG 2.4 Electricity & gas networks 7.3 Power generation 11.4 U.S. Midwest 2.1 Nordic 2.7 U.K. 4.3 Pan-European Gas 4.7 Central Europe 11.5 Growth 13.0 Maintenance & replacement 12.3 Fixed assets € 22.4 bn Power generation €11.4 bn Maintenance & replacement € 5.9 bn Growth € 5.5 bn Electricity & gas networks € 7.3 bn Maintenance & replacement € 5.3 bn Growth € 2.0 bn Gas storage, upstream & LNG € 2.4 bn Upstream & LNG € 1.2 bn Gas storage € 1.2 bn Other € 1.3 bn Financial investments € 2.9 bn Stake in Yushno Russkoje € 1.2 bn Turkey & Romania € 0.9 bn Put option ZSE € 0.4 bn Other € 0.4 bn Total investments € 25.3 bn

e.on All external growth opportunities are subject to E.ON's strict strategic and financial investment criteria Strategic criteria Market attractiveness (returns, growth, regulation, country risk) Target attractiveness (asset quality, market position, management quality) Value creation potential (cost reduction, integration benefits, transfer of best practice) Financial criteria Earnings enhancing in the first full year after acquisition Returns exceeding cost of capital three years after acquisition in general Not endanger overall group performance targets

e.on Major planned investments in power plants over 2007-09¹ U.S. Midwest Trimble County 2 Coal 750 MW Start 2010 Oskarshamn (upgrade) Nuclear 430 MW Start 2008/2012 Malmö Gas CHP 440 MW Start 2009 Maasvlakte 3 Coal 1100 MW Start 2012 Datteln 4 Coal 1100 MW Start 2011 Gönyü 1 CCGT 400 MW Start 2010 Other projects Eastern Europe Irsching 5 CCGT 800 MW Start 2009 Irsching 4 CCGT 530 MW Start 2011 Livorno Ferraris CCGT 800 MW Start 2009 Staudinger 6 Coal 1100 MW Start 2012 Supercritical coal² Coal 400 MW Start >2014 Kingsnorth Coal 1600 MW Start 2012/13 Grain CCGT 1200 MW Start 2009 1. Excluding renewables 2. Site still to be decided.

e.on Gas demand in Western Europe¹ is growing while domestic production is declining in bcm 535 570-610 635-685 675-730 9% 22% Supply gap 8% 11% 10% Advanced projects³ 7% 12% 11% 11% Other non-EU imports 11% 9% 11% 7% Algeria 26% 25% 24% 23% Russia³ 14% 12% 11% 9% Norway 6% 4% Other internal EU trade 8% 7% 5% Netherlands 28% 23% 19% 16% Indigenous production for domestic use 2005⁴ 2010 2015 2020 10% 18% 18% 19% LNG-share in imports 1. EU-25 + Romania, Bulgaria, Turkey, Norway and Switzerland 2. Basis for imports: contracted volumes and prospective contract prolongations 3. Russia without volumes via the North European Gas Pipeline (NEGP) which are included in advanced projects 4. Provisional data for 2005 Source: E.ON Ruhrgas E.ON's response to Europe's increasing reliance on gas imports² Long-term gas import contracts remain backbone of security of supply Equity gas to cover part of E.ON's supply needs Contribution to necessary development of gas import infrastructure Growth in LNG business to diversify supply sources

e.on E.ON's gas upstream strategy: Strengthen and diversify supply Long term targets: Build gas upstream position of up to ~ 15 - 20% of the E.ON Ruhrgas supply portfolio Target regions: North Sea (UK, Norway), Russia. Africa & Middle East under evaluation in combination with LNG Implementation status: E.ON Ruhrgas gas supply 2005: ~ 59 bcm Gas production from North Sea: Up to 5% of current E.ON Ruhrgas supply¹ Gas production from Russia: Up to 10 % of current E.ON Ruhrgas supply² British North Sea UK Sleipner St. Fergus Stavanger Norway Scoter Draupner Elgin Glenelg Franklin Ekofisk Danmark Nybro Emden SEAL Teesside Johnston Hunter Minke Orca Revenspurn North Dimlington Theddlethorpe Bacton Edinburgh Norwegian North Sea Skarv Norne Viktoria Åsgard Heidrun Kristin Haltenbanken Vest Mikkel Njord Ormen Lange Tjeldbergodden Draugen Njord Norwegen D’nemark Deutschland Grossbritannien Russia Jamburg Kharvuta S.-Urengoy Zapoljamoje Urengoy Medvezhje Jamsovey Yushno Russkoje 1. When all gas fields of E.ON Ruhrgas UK North Sea Ltd. are in production 2. When Yushno Russkoje has reached plateau production

e.on E.ON contributes to the necessary development of Europe's gas import infrastructure Nord Stream (Northern European Gas Pipeline) Construction of two parallel pipelines with a capacity of 27.5¹ bcm each (55¹ bcm in total). Investment (100%) of € 2.0 - 2.4 bn for the first line, and of ≥ € 4 bn for both. Commissioning of the first line in 2010. E.ON’s share 24.5%. BBL Construction of a new pipeline with a capacity of 16.5 bcm between Balgzand in the Netherlands and Bacton in the UK. First gas flow through the pipeline in December 2006. E.ON’s share 20%. Interconnector Increase of the capacity of the Interconnector from 8.5 bcm to approx. 23.5 bcm completed in October 2006. E.ON’s share 23.6%. Gas field Existing transit pipeline Proposed or under construction Interconnector BBL Nord Stream Barents Sea Stockmann Kara Sea Yamal Kharasavey Bovanenko Yamburg Urengoy Medvezhye Yamsovey Zapolyarnoye Orenburg Karachaganak Astrakhan Shatlyk Shurtan Sovetabad/Dauletabad 1. Based on 10.3 kWh/m³, 20° Celsius

e.on E.ON is planning its first German LNG project in Wilhelmshaven as well as the construction of an LNG terminal on Krk Wilhelmshaven Technical design study initiated after positive conclusion of feasibility study Capacity planned 10 bcm/a Investment (100%) estimated at around € 0.7 bn Commissioning expected for 2010 or 2011 Krk Alliance agreement between E.ON Ruhrgas and Adria LNG to study the feasibility of an LNG terminal on the island of Krk in Croatia Capacity envisaged approx. 10 bcm/a Commissioning planned for end 2011 Planned inclusion of LNG imports in line with E.ON's strategy to broaden the basis for gas supplies Existing LNG terminal (some with expansion planned /ongoing) LNG terminal under construction LNG terminal planned Wilhelmshaven Krk

e.on Russia - Growth opportunities in power generation Potential regions: North West Central Volga Urals/Western Siberia Characteristics for the regions: Privatization of generation planned 2007/08 Strong industrialization and profound growth perspectives in power demand Lack of generation and aging capacity lead to significant shortages Fuel market supposed to be balanced until 2011 (access to diversified fuel sources ) An aging generation structure ... (%) 35 30 25 20 15 10 5 0 17.5 6.0 > 40 years 31.0 25.0 > 30 years 25.0 33.0 > 20 years 18.0 25.0 >10 years 5.0 7.0 < 10 years Hydro Plants Thermal Plants Source: Infoline ... cannot be matched with today's system (GW) 70 60 50 40 30 20 10 0 Rejected requests for new customer connections 2004 2005 2006E 2007E 2008E 2009E 2010E 2011E New connections Capacity deficit at 4% growth rate Capacity deficit at 2% growth rate Capacity deficit at 6% growth rate Source: IES Therefore, substantial capacity new build is required (GW) 8 6 4 2 0 5.8 1995-2005 1.6 2006E 2.5 2007E 3.9 2008E 6.6 2009E 7.2 2010E Source: RAO UES, Infoline

e.on Turkey - Opportunities arising from privatizations Bulgary Greece Istanbul Äg’is Ankara Mediterranean Sea Syria Iraq Iran Georgia Armenia 1 2 3 Black Sea Expected opportunities Potential sale of private stake Market size 2005 2025 600 TWh 400 200 0 D F I E TR PL CZ RO HU Customers Electricity consumption 1.Istanbul Anadolu 2.8 m 8 TWh 2. Sakarya 1.9 m 6 TWh 3. Baskent Ankara 1.3 m 4 TWh New build requirements 100 80 60 40 20 0 GW Generation capacity Max. Load New - Thermal New - Hydro Current - Hydro Current - Thermal 2005 2010 2015 2020 2025

e.on E.ON and Endesa create the world's leading power and gas company E.ON is making its final all-cash offer for 100% of Endesa's shares at 38.75 € per share E.ON’s offer is subject to one condition, namely that at 50.01% of Endesa’s shareholders tender their shares to E.ON The integrity of Endesa's business and corporate identity will be secured by E.ON Endesa will be responsible for managing the new Southern Europe & Latin America Market Unit of E.ON The offer for Endesa fulfills E.ON's strict strategic and financial criteria

e.on Together, we will have a unique position regarding global scale, portfolio balance, and growth potential Global scale Europe¹ 327 TWh power generation 515 TWh power sales 931 TWh gas sales 41 million customers² The Americas¹ 94 TWh power generation 93 TWh power sales 13 million customers E.ON Endesa Diversified earnings³ Iberia 20% UK 9% Nordic 7% Italy/France 5% European Gas 12% Latin America 11% US 4% Central Europe 32% EBITDA Diversified generation⁴ Nuclear 25% Hydro 16% Gas/Oil 17% Other 1% Coal 40% TWh 1. 2005 figures 2. Majority controlled customers 3. Adjusted EBITDA for E.ON; EBITDA for Endesa 4. Generation mix (TWh) as of ‘04 Source: Endesa presentations and reports; E.ON

e.on The first truly pan-European player benefiting from further market integration European energy market emerging Integrated, competitive European power and gas markets Harmonized European rules European gas market Emerging electricity markets European CO₂ market Global coal, oil, and LNG markets Convergence of European energy markets and prices Benefits for E.ON/ Endesa and consumers In a liberalised single European energy market E.ON and Endesa will form a major European player which will: Successfully compete in a pan-European market Act as a counterbalance to the major upstream producers from in- and outside of Europe Leverage retail market skills across European markets

e.on E.ON gains access to significant new growth potential in Spain, Southern Europe, and Latin America Developed & moderate growing markets with E.ON presence Average annual growth rate of power generation 2001-05 S&P country rating 6% 4% 2% 0% USA AAA CEE¹ BBB- to A GER AAA SWE² AAA UK AAA Complemented by faster growing markets with Endesa presence 6% 4% 2% 0% ESP AAA LatAm³ B+ to A ITA A+ FRA AAA 1. CEE includes Czech Republic, Slovakia, Hungary, Poland, Romania, and Bulgaria 2. 2000 to 2005 3. LatAm (Latin America) includes Chile, Argentine, Brazil, Columbia, and Peru Source: BP Statistical Review of World Energy 2006

e.on Since November 2006, significant additional value creation potential has been identified Additional value creation potential €m/year 600 Total recurring annual synergies 235 Best practice transfer E.ON/Iberia 220 Procurement synergies 90 Best practice transfer E.ON/LatAm 55 Combining organizations in overlapping markets Full 600 m€ effect in 2010 build up pro rata over 3 years Vast majority of synergy potential from Size & scale of the combined entity Best-practice transfers Synergies account for 3% of combined EBITDA and therefore are ,,conservative" compared to other M&A transactions Other best-practice transfer potential from Endesa to E.ON not yet assessed

e.on E.ON's offer received a favorable opinion from Endesa¹ "The Board of Directors of Endesa, by an unanimous vote [...], views the terms of the E.ON offer favorably [...]. " "The consideration of € 38.75 per share offered by EON [...] is fair, from a financial point of view, to the shareholders of Endesa. " " [...] the Board of Directors has determined to state its position in favor of these amendments and recommends that the shareholders of Endesa participate in the meeting and vote in favor of the amendments. " " Shareholder Caja Madrid [...] has likewise expressed its intention to vote in favor of such amendments. " 1. Excerpts from the report of the Board of Directors of Endesa regarding the takeover offer made by E.ON Zwölfte Verwaltungs GmbH issued on February 6, 2007.

e.on Closing is expected within a short period of time Filing of the original offer 21 Feb 2006 EU-antitrust approval without conditions 25 Apr 2006 Decision of Ministry of Industry on CNE conditions 03 Nov 2006 CNMV approval 16 Nov 2006 Start of acceptance period 26 Jan 2007 Sealed envelope 02 Feb 2007 Approval of the final offer by the CNMV 06 Feb 2007 Endesa opinion on the final offer 06 Feb 2007 Last day for Endesa shareholders to tender shares 29 Mar 2007 Settlement date Expected Apr 2007

e.on E.ON's long-term view for the EU: emergence of a single, open and competitive market for electricity and gas E.ON Vision: Open and EU-wide competitive market Europan level playing field Non-discriminatory grid access No commodity regulation Good interconnections Wholesale power & gas markets Efficient congestion management No dominating players High Transparency Basic agreement with the vision of the EU Commission Positives for E.ON Attractive opportunities for organic growth in other European markets. Possibility of fully deploying E.ON's scale and skills across borders Markets reward those delivering the best possible products and services Markets provide clear investment signals

e.on Our vision: "E.ON - the world's leading power and gas company"

e.on Back-up Charts

e.on E.ON Group - Transformation into a pure energy group almost completed¹⁾ in billion € Acquisitions Transaction Volume Closing Date Powergen/LG&E 15.3 07/02 Ruhrgas (100%) 11.2 01/03 TXU retail business 2.5 10/02 E.ON Energie (Sydkraft, EDASZ, ZSE, Thüga stakes, EAM, EMR, HeinGas, EZH, Espoon S’hkö, EWW, NRE) 10.1 Graninge 1.1 11/03 Midlands Electricity 1.6 10/03 Distrigaz Nord 0.3 06/05 Bulgaria Power Distributors 0.2 10/04 Moldova 0.1 09/05 Caledonia Oil and Gas Ltd. 0.7 11/05 MOL Gas Trade and Storage 1.1 03/06 44.2 Divestments Transaction Volume Closing Date E-Plus 4.3 02/00 Cablecom 1.0 03/00 Gerresheimer Glas 0.5 07/00 VEBA Electronics 2.6 10/00 VIAG Interkom 11.4 02/01 Orange 1.8 11/00 VEBA Oel 6.8 07/02 Klöckner & Co 1.1 10/01 VAW aluminium 3.1 03/02 Degussa 5.7 02/03 Stinnes 2.8 10/02 Schmalbach-Lubeca 2.3 12/02 Bouygues Telecom 1.1 12/03 Gelsenwasser 0.9 09/03 Viterra Energy Services 0.9 06/03 swb 0.3 11/03 EWE 0.5 01/04 VNG 0.8 01/04 Union Fenosa 0.2 01/04 Degussa (3.62%) 0.3 05/04 Viterra 7.0 08/05 Ruhrgas Industries 1.5 09/05 Degussa (42.86%) 2.8 07/06 59.7 1. Only major transactions Total transaction volume: approx. € 104 billion

e.on Development of electricity prices in selected markets EEX, UK, Nord Pool, French and US Forward prices Cal 2008 Last 12 Months EUR/MWh 90 80 70 60 50 40 30 20 1.2.06 1.5.06 1.8.06 1.11.06 1.2.07 February 2007 01.02 16.02 Key driver UK forward prices appear to be driven mainly by the UK natural gas and CO₂ prices. Nordic forward prices appear to be driven mainly by the hydrological situation and CO₂ and fuel prices. Mainland European forward prices appear to be driven by CO₂ and fuel prices. US forward prices appear to be driven by US gas prices. Legend UK Cal 08 Base Load (EUR/MWh) French Cal 08 Base Load (EUR/MWh) EEX Cal 08 Base Load (EUR/MWh) Nord Pool Cal 08 Base Load (EUR/MWh) US Cal 08 Base Load (EUR/MWh)

e.on Europe - Coal- and CO₂ Prices Coal, ARA (Coal) - Last 12 months USD/t 90 80 70 60 50 40 1.2.06 1.3.06 1.4.06 1.5.06 1.6.06 1.7.06 1.8.06 1.9.06 1.10.06 1.11.06 1.12.06 1.1.07 1.2.07 Current Month 1.2.07 8.2.07 15.2.07 22.2.07 EUA (CO₂) - Last 12 months EUR/t 35 30 25 20 15 10 5 0 1.2.06 1.3.06 1.4.06 1.5.06 1.6.06 1.7.06 1.8.06 1.9.06 1.10.06 1.11.06 1.12.06 1.1.07 1.2.07 Current Month 1.2.07 8.2.07 15.2.07 22.2.07 Key Messages Coal - Coal prices remained high due to strong Pacific and Indian demand Freight rates - Freight rates remained high due to ongoing loading problems in Australia and high demand in the Pacific market. CO₂ allowances market - CO₂ prices for NAP-I decreased further on oversupply. CO₂ prices for NAP-II initially decreased due to mild weather and lower gas and electricity prices, but then recovered as a result of a strict EU verdict on the Spanish NAP. Legend Coal forwards for year+1 (2007/2008) Coal forwards for year+2 (2008/2009) CO₂ futures for year 2007 (NAP-1 phase) CO₂ futures for year 2008 Price-Index (2008) (NAP-2 phase)

e.on Realized cost cutting and efficiency improvements exceeded target € in millions 251 2003 340 2004 302 2005 263 2006 1,156 Achieved 2003-06 1,000 €1 Target 2003-06 Operational improvement of 1bn€1 through: Operational excellence (e.g. best practice transfer in generation, trading and retail, interface optimization in overhead) Integration synergies (e.g. TXU, E.ON Ruhrgas) Further cost savings (e.g. procurement savings, contract re-negotiations) Achieved: 1,156m €2 until 2006 One off costs of 430m €3 over 3 years to achieve operational improvement 1. Equivalent U.S.-GAAP target: Net income of 650m € 2. Non-GAAP financial measure; cost reductions led to a roughly 751m € increase in consolidated net income (after taxes and minority interests) 3. Equivalent U.S.-GAAP target: Net income of 280m €

e.on Regulation of network charges in Germany E.ON Hanse E.ON Westfalen Weser E.ON Mitte E.ON edis E.ON Avacon E.ON Thüringer Energie E.ON Bayern Difference between allowed and requested network fees Electricity Gas E.ON Netz¹ -16%² - E.ON Avacon -5% / -13% -10.7% / -16.5% E.ON Bayern -12% -9.4% E.ON Edis -14% -9.8% E.ON Hanse -11% -8.7% E.ON Mitte -14% -11% E.ON Thüringer Energie -14% -9.5% E.ON Westfalen-Weser -12% -9.8% Regulatory Return on Equity for pre-2005 asset base: 6.5% real post trade tax for electricity networks, and 7.8% for gas distribution networks Regulatory Return on Equity for post-2006 investment: 7.91 % nominal post trade tax for electricity networks, 9.21% for gas distribution networks Corporate tax allowance to be fully included with implementation of incentive regulation. Maximum equity ratio of 40%. Gas transmission exempt from cost regulation if grid-to-grid competition can be proved Approved network charges valid until Dec 31, 2007 for electricity networks, and until March 31, 2008 for gas distribution networks 1. Electricity network only 2. 9% compared to status quo

e.on Regulation of network charges in Germany - 2006 impact on adjusted EBIT and on non-operating earnings Recurrent impact on adjusted EBIT 675 124 551 E.ON Group 640 123 517 Central Europe 35 1 34 Pan-European Gas Lower network charges Provisions for retroactive application Impairment charges € in million 562 374 188 E.ON Group 266 266 Central Europe 296 108 188 Pan-European Gas Non-operating earnings Adjusted EBIT

e.on Regulation of network charges in Germany - Concept for incentive regulation still under discussion Start expected in 2009 Regulatory cost review for setting of initially allowed revenues Complete reduction of any inefficiencies within 6-8 years through a revenue cap adjusted on an annual basis, especially with regard to: inflation general revenue reduction targets (1.5% to 2% p.a. suggested) individual revenue reduction targets (based on benchmarking) Separate monitoring and regulation of quality Next steps Order issuance by the Ministry of Economics Coordination with Upper House Implementation by BNetzA and German State authorities

e.on Germany - Development of household power prices in Ct/kWh 2006 (assumed consumption for a household: 3,500 kWh/a) European comparison Greece 7 Czech Republic 9.9 Great Britain 10.2 Spain 11.5 France 12 Austria 13.4 Ireland 14.9 Luxembourg 16 Germany 18.3 Netherlands 20.9 Italy 21.1 Denmark 23.6 Sources: Eurostat; Statistisches Bundesamt, VDFW German development 1990 12.38 5.11 17.49 1992 13.11 5.2 18.31 1994 13.41 5.58 18.99 1996 13.40 4.09 17.49 1998 12.91 4.2 17.11 2000 8.62 5.32 13.94 2002 9.70 6.41 16.11 2004 10.81 7.15 17.96 2006 11.91 7.55 19.46 Generation, grid access fees, sales State burdens

e.on Germany - Breakdown of household energy prices Average electricity price for households¹ 19.46 ct/kWh CHP & Renewables Act 1.03 ct/kWh 5% Grid access fees 6.18 ct/kWh 32% Eco taxes 2.05 ct/kWh 11% Concession fees 1.79 ct/kWh 9% VAT 2.68 ct/kWh 14% Generation & sales 5.73 ct/kWh 29% Average gas price for households² 5.08 ct/kWh Import, production, transportation & distribution 3.80 ct/kWh 75% VAT 0.70 ct/kWh 14% Eco taxes 0.55 ct/kWh 11% Concession fees 0.03 ct/kWh 0.6% 1. Electricity supplied to households; annual sales volume 3,500 kWh. 2. Related to an average price for a fully supplied household (as of January 2006) 3. Concession fees very from city to city depending on number of residents. 4. Arithmetic medium for network fees as published by VDN, April 2005. Sources: E.ON, VDN, VDEW

e.on Gas price adjustment Oil indexation Main competitors of natural gas are gas oil and fuel oil. Long-term contracts need an automatic indexation. Oil indexation secures competitive gas prices. Example for oil indexation : Price adjustment every 3 months; 1.1./1.4./1.7./1.10. Reference period 6 months Time lag 3 months Reference period Time lag Gas price adjustment Reference period Time lag Gas price adjustment Reference period Time lag Gas priceadjustment Apr 03 May 03 Jun 03 Jul 03 Aug 03 Sep 03 Oct 03 Nov 03 Dec 03 Jan 04 Feb 04 Mar 04 Apr 04 May 04 Jun 04 Jul 04 Aug 04 Sep 04 Oct 04

e.on For the 2005-2007 trading period, E.ON has received CO₂ allowances of about 77.4 million tonnes CO₂ per year UK Germany Sweden Reduction Overall 0.2% Energy sector: 21.5% Industry: increase (allocation based on projections) Overall: 0.4 % no sector specific allocation, but 0 - 7.5% due to application Overall: no reduction Energy sector: 20% (main energy source is non fossil) Industry: 0 % New Built allocation No transfer rule. New entrance reserve 18.9 mn t or 7.7% of budget allocated New built allocation to Energy sector based on BAT or BM Transfer rule from old to new installations New entrance reserve 3 mn t or 3.1% of budget New built allocation to generators based on fuel type benchmark Energy sector has to buy. New entrance reserve 1.8 mn t or 2.3% of budget Early Action & CHP No early action new CHP free Early action CHP free No early action CHP reward NAP Focus Environmental delivery Security of supply Environmental delivery

e.on The NAP for the 2008-2012 trading period still need to be finalized following the feedback of the EU Commission UK Germany Sweden Reduction Overall: 12.3% Energy sector: 18.6% Industry: no reduction Overall: approx. 8%¹ Energy sector: approx 40%¹ Industry: no reduction Overall: 2.6% Energy sector: 18.6% Industry: no reduction Incumbent allocation Based on historic production 2000 - 2003 using 5 benchmarks, 7% auctioning Based on historic load factors and benchmarks for gas, coal and perhaps lignite, auctioning in discussion Based on historic emissions 1998 - 2001, no auctioning New Built allocation 90% for power industry 95% for all other new entrants allocated on benchmarks New entrance budget allocated with fuel type BAT benchmarks and high load factor (7,500 h) First come - first serve on gas-type benchmark, only for CHP, other plants have to buy JI/CDM Cap 8% on installation, in total 19.5 Mt p.a. 20% on installation, in total 94.6 Mt p.a. 20% on installation in total 4.6 Mt p.a. EU status approved not approved approved with changes 1. Rough Estimate. Political discussions still going on.

e.on E.ON continues to solidify its integrated position in Eastern Europe E.ON involvements in power E.ON involvements in gas Czech Rep. ECR ECD ECE ZSE EED EDE Slovakia ETI Hungary Moldova Romania Gorna Varna Bulgaria PP Czech Rep JCP* VCP SMP JMP SPP Slovakia E.ON Földgaz Trade E.ON Földgaz Storage KÖGÁZ DDGAZ Hungary E.ON Gaz Romania Romania *subject to permission of the cartel authority Majority shareholding Minority stake (with management control) 100% E.ON Földgaz Trade 100% E.ON Földgaz Storage Minority stake Expanding our presence in Eastern Europe enables us to create economies of scale and to create a market leading position as eastern European markets become more connected and converge

e.on E.ON Group - Financial highlights € in million 2006 2005¹ +/-% Sales 67,759 56,141 +21 Adjusted EBITDA² 11,353 10,194 +11 Adjusted EBIT² 8,150 7,293 +12 Net income 5,057 7,407 -32 Adjusted net income³ 4,386 3,640 +20 ROCE (in %)⁴ 13.2 12.2 +1⁵ Cost of capital (in %) 9.0 9.0 - Cash provided by operating activities 7,194 6,544 +10 Free cash flow⁶ 3,111 3,588 -13 Net financial position⁷ -268 1,917 - 1. Figures adjusted for discontinued operations with the exception of net financial position. 2 Non-GAAP financial measure. For reconciliation to net income see last two charts. 3. Non-GAAP financial measure. For reconciliation to net income see last two charts. 4. Non-GAAP financial measure. For derivation see last two charts. 5. Change in percentage points. 6. Non-GAAP financial measure. For reconciliation to cash provided by operating activities see last two charts. 7. Non-GAAP financial measure. For reconciliation see last two charts.

e.on E.ON Group - Adjusted EBIT by market unit € in million 2006 2005¹ +/- % Central Europe 4,168 3,930 +6 Pan-European Gas 2,106 1,536 +37 U.K. 1,229 963 +28 Nordic 619 766 -19 U.S. Midwest 391 365 +7 Corporate Center -416 -399 - Core Energy Business 8,097 7,161 +13 Other Activities² 53 132 -60 Adjusted EBIT³ 8,150 7,293 +12 1. Figures adjusted for discontinued operations. 2. This segment consists of Degussa, which is accounted for using the equity method. 3. Non-GAAP financial measure. For reconciliation to net income see last two charts.

e.on E.ON Group - Outlook 2007¹ Expected adjusted Group EBIT To be slightly above 2006 level Expected adjusted EBIT by Market Units: Central Europe To be slightly above 2006 level Pan-European Gas To be below 2006 level U.K. To remain at 2006 level Nordic To be significantly above 2006 level U.S. Midwest To be below 2006 level Expected net income To be slightly higher than 2006 level 1. Based on IFRS.

e.on Market units - Key financial figures 2006 € in million Sales Adjusted EBITDA Adjusted EBIT Capital Employed ROCE (%) Pre-tax CoC (%) Oper. Cash-flow Value Added Central Europe 28,380 5,484 4,168 19,295 21.6 9.0 3,825 2,431 Pan-European Gas 24,987 2,839 2,106 15,547 13.5 8.2 589 824 U.K. 12,569 1,790 1,229 13,183 9.3 9.2 749 13 Nordic 3,204 992 619 6,328 9.8 9.0 715 51 U.S. Midwest 1,947 590 391 6,832 5.7 8.0 381 -157 Corporate Center -3,328 -395 -416 -533 - - 935 - Core Energy Business 67,759 11,300 8,097 60,652 - - 7,194 - Other activities¹ - 53 53 916 5.8 9.6 - -35 E.ON Group 671,759 11,353 8,150 61,568 13.2 9.0 7,194 2,586 1. This segment consists of Degussa which is accounted for using the equity method.

e.on E.ON Group - Split of gross external debt¹ as of December 31, 2005, in billion € Central Europe Pan European Gas U.K. Nordic U.S. Midwest Corporate Center E.ON Group Bonds 0.0 0.0 0.4 0.6 0.7 7.3 9.0 Commercial Paper 0.0 0.0 0.0 03 0.0 0.1 0.4 Bank Loans / others 1.2 0.1 0.1 0.5 0.0 0.1 2.0 Gross External Debt¹ 1.2 0.1 0.5 1.4 0.7 7.5 11.4 Split by Market Unit Central Europe Pan-European Gas U.K. Nordic UK U.S. Midwest Corporate Center 66% 11% 1% 4% 12% 6% Split by Maturity 13% 3% 40% 3% 5% 36% 2007 2008 2009 2010 2011 After 2011 Split by Currency² 51% 31% 10% 8% EUR GBP USD SEK 1. Non-GAAP financial measure. Gross external debt equals financial liabilities to banks and third parties. 2. Before hedging.

e.on E.ON's ratings compared to its peer group As of February 28, 2007 EdF AA- negative Aal stable GdF AA- watch neg. Aa1 rev. down E.ON AA- watch neg. Aa3 rev. down Enel A+ negative Aa3 stable Scottish & Southern A+ stable Al stable RWE A+ negative Al stable Endesa A watch neg. A3 negative Vattenfall A- stable A2 stable Scottish Power A- watch neg. Baal rev. down Moody's (Aa3/ P-1, ,,review for possible downgrade") On February 22, 2006, Moody's has placed its Aa3 credit rating of E.ON AG on review for a possible downgrade, following the announcement by E.ON that it has made an offer to acquire 100% of the shares in Endesa SA. On September 28, 2006, Moody's decided to extend its review for downgrade to E.ON's short-term P-1 rating. On February 5, 2007, Moody’s commented on E.ON’s ratings following the increased offer for Endesa “Moody’s reiterates its previous guidance band for E.ON at the A2 level, i.e. adjusted net debt to retained cash flow sustainably in the range of 4% to 19%.” Standard & Poor's (AA-/ A-1+, ,,creditwatch negative") On February 21, 2006, Standard & Poor's has placed its AA-/ A-1+ credit rating of E.ON AG on creditwatch with negative implications, following the announcement by E.ON that it has made an offer to acquire 100% of the shares in Endesa SA. On February 7, 2007, S&P said: "We now regard a ratio of FFO to adjusted net debt greater than 20% as necessary to maintain an A rating (compared with the initial expectationof 20%)." positive = positive outlook, negative = negative outlook, rev. down. = review for possible downgrade, watch neg. = creditwatch negative

e.on Market unit ratings within the E.ON Group as of December 31, 2006 E.ON AG E.ON International Finance B.V. E.ON UK Finance plc Aa3 rev. down. / AA- watch neg. E.ON Energie AG E.ON Nordic Holding E.ON Sverige AB A stable E.ON Ruhrgas AG E.ON UK plc A3 rev. down. / A- stable Powergen Retail Ltd Baal stable / A- stable Avon Energy Partners Holding A3 rev. down. Central Networks plc A3 stable Central Networks West plc A3 stable Powergen (East Midlands) Investments A3 rev. down. / A- stable Central Networks East plc A3 stable / A- stable E.ON US Investment Corp. E.ON U.S. LLC A3 stable / BBB+ stable E.ON U.S. Capital Corp A3 stable Louisville Gas and Electric A2 stable / BBB+ stable¹ Kentucky Utilities A2 stable / BBB+ stable^2 1 Senior secured debt rating is Al stable /A- stable rev. down. = review for possible downgrade ² Senior secured debt rating is Al stable/ A stable watch neg. = creditwatch negative

On Januar 26, 2007, E.ON Aktiengesellschaft ("E.ON"), through its wholly owned subsidiary E.ON Zwolfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. ("Endesa") with the U.S. Securities and Exchange Commission ("SEC"). Endesa investors and security holders are urged to read the U.S. tender offer statement (as updated and amended), because it contains important information. Furthermore, Endesa investors and security holders are urged to read the Spanish prospectus from E.ON regarding the Spanish tender offer for Endesa because it contains important information. The Spanish prospectus and certain complementary documentation were authorized in Spain by the Spanish Comision Naciona/ del Mercado de Valores (the "CNMV'). Investors and security holders may obtain a free copy of the Spanish prospectus and its complementary documentation from E.ON, Endesa, the four Spanish Stock Exchanges, Santander Investment Bolsa SV SA, Santander Investment SA, Corredores de Bolsa, and elsewhere. The Spanish prospectus is also available on the web sites of the CNMV (www.cnmv.es), E.ON (www.eon.com), and elsewhere. Likewise, Endesa investors and security holders may obtain a free copy of the U.S. tender offer statement and other documents filed by E.ON with the SEC on the SEC's web site at www.sec.gov. The U.S. tender offer statement and these other documents may also be obtained for free from E.ON by directing a request to E.ON AG, External Communications, Tel.: 0211- 45 79 - 453.

This presentation may contain forward-looking statements. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of E.ON and Endesa and the estimates given here. These factors include the inability to obtain necessary regulatory approvals or to obtain them on acceptable terms; the inability to integrate successfully Endesa within the E.ON Group or to realize synergies from such integration; costs related to the acquisition of Endesa; the economic environment of the industries in which E.ON and Endesa operate; and other risk factors discussed in E.ON's public reports filed with the Frankfurt Stock Exchange and with the SEC (including E.ON's Annual Report on Form 20-F) and in Endesa's public reports filed with the CNMV and with the SEC (including Endesa's Annual Report on Form 20-F). E.ON assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Through the fiscal year ending December 31, 2006, E.ON prepared its consolidated financial statements in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), but has adopted International Financial Reporting Standards ("IFRS') as its primary set of accounting principles as of January 1, 2007. Unless otherwise indicated, the financial data for periods beginning after January 1, 2007 reflected in this presentation has been prepared in accordance with IFRS, while that for prior periods has been prepared in accordance with U.S. GAAP. This presentation may contain references to certain financial measures (including forward-looking measures) that are not calculated in accordance with either IFRS or U.S. GAAP and are therefore considered "Non-GAAP financial measures" within the meaning of the U.S. federal securities laws. E.ON presents a reconciliation of these Non-GAAP financial Measures to the most comparable US-GAAP measure or target, either in this presentation or on its website at www.eon.com. Management believes that the Non-GAAP financial measures used by E.ON, when considered in conjunction with (but not in lieu of) other measures that are computed in accordance with IFRS or U.S. GAAP, enhance an understanding of E.ON's results of operations. A number of these Non-GAAP financial measures are also commonly used by securities analysts. credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of E.ON and other companies with which E.ON competes. These Non-GAAP financial measures should not be considered in isolation as a measure of E.ON's profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income, cash provided by operating activities and the other income or cash flow data prepared in accordance with IFRS or U.S. GAAP. In particular, there are material limitations associated with our use of Non-GAAP financial measures, including the limitations inherent in our determination of each of the relevant adjustments. The Non-GAAP financial measures used by E.ON may differ from, and not be comparable to, similarly-titled measures used by other companies.

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