Corporate Governance Report of the Executive and Supervisory Boards

The term “corporate governance” describes the entire system of corporate management and supervision, including its organisation, underlying business policy principles and mechanisms of internal and external supervision.

The German Corporate Governance Code presented by the German Corporate Governance Code Government Commission for the first time in 2002 and continuously enhanced since then sets out nationally and internationally recognised standards of high-quality, transparent and responsible corporate management and recommends that publicly listed companies should adopt these standards. The latest new version of the German Corporate Governance Code dated 18 June 2009 with the amendments to the Code adopted by the German Corporate Governance Code Government Commission was published in the official section of the electronic Federal Official Gazette on
5 August 2009.

Good corporate governance ensures that corporate management and supervision focus on safeguarding the company’s ongoing existence and generating sustainable value growth. For us, it provides a foundation for gaining and retaining the trust of our shareholders, customers and employees, as well as of the general public, on a permanent basis. The Executive and Supervisory Boards of MVV Energie AG therefore accord high priority to good corporate governance and explicitly endorse the appeal contained in the Code to manage the company in such a way as to secure its continued existence and sustainably increase its value in line with the principles of the social market economy.

We see the recommendations made by the German Corporate Governance Code as representing an important instrument in further developing corporate management and supervision in line with the needs of the capital market. The Executive and Supervisory Boards of MVV Energie AG comply with the overwhelming majority of the Code’s recommendations. In our Declaration of Conformity we explain why we have deviated from the recommendations in a few cases.

Transparency
In the past, we have always met the relevant transparency requirements in the German Commercial Code (HGB) and the German Securities Trading Act (WpHG) and also complied in full with the Code’s recommendations in this respect. In future, we will continue to ensure that all of our stakeholders have access to the same information at the same time. To this end, we provide information about our company and the latest developments at our Group on our website at www.mvv-investor.de , where we also publish a financial calendar with the dates for our regular financial reporting.

Group accounting is based on International Financial Reporting Standards (IFRS), while the separate financial statements of MVV Energie AG are prepared in accordance with the German Commercial Code (HGB).