122 Independent Auditor's Report We have audited the Consolidated Financial Statements prepared by E.ON AG, Düsseldorf, Germany, comprising the balance sheet, the income statement, the statement of recognized income and expenses, the cash flow statement and the notes to the financial statements, together with the Group Management Report, which has been combined with the management report for E.ON AG, for the fiscal year from January 1 through December 31, 2007. The preparation of the Consolidated Financial Statements and of the Com- bined Management Report in accordance with the IFRS applicable to financial reporting as adopted by the EU and in accordance with the additional requirements pursuant to Article 315a (1) of the German Commercial Code (HGB) is the responsibility of the Company's Board of Management. Our responsibility is to express an opinion on the Consoli- dated Financial Statements and on the Combined Manage- ment Report based on our audit. We conducted our audit of the Consolidated Financial State- ments in accordance with Article 317 HGB and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschafts- prüfer (Institute of Public Auditors in Germany) (IDW), with additional consideration given to the International Stan- dards on Auditing (ISA). Those standards require that we plan and perform the audit in such a way as to ensure that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Consolidated Financial Statements in accordance with the applicable financial reporting framework and in the Group Management Report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expecta- tions as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Management Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and signifi- cant estimates made by the Board of Management, as well as evaluating the overall presentation of the Consolidated Financial Statements and Group 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, based on the findings of our audit, the Con- solidated Financial Statements are in compliance with the IFRS applicable to financial reporting as adopted by the EU and with the additional requirements pursuant to Article 315a (1) HGB, and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Combined Group Management Report is consistent with the Consolidated Financial Statements and, as a whole, provides an appropriate view of the Group's position and appropriately presents the opportunities and risks of future development. Düsseldorf, February 20, 2008 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Dr. Norbert Vogelpoth Dr. Norbert Schwieters Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)