Corporate Governance Report of the Executive and Supervisory Boards

The Executive and Supervisory Boards of MVV Energie AG hereby confirm that the company has complied with and continues to comply with the recommendations made by the German Corporate Governance Code Government Commission. In respect of the past, this Declaration refers to the version of the German Corporate Governance Code dated 6 June 2008 and published by the Federal Ministry of Justice in the official section of the electronic Federal Official Gazette on 8 August 2008. With regard to the future, it refers to the recommendations of the new version of the Code dated 18 June 2009 and published in the official section of the electronic Federal Official Gazette on 5 August 2009.

The following recommendations were not and are not complied with:

Deductible for D&O insurance – Point 3.8 (2) (in the version dated 6 June 2008): “If the company takes out a D&O (directors’ and officers’ liability insurance) policy for the Management Board and Supervisory Board, a suitable deductible shall be agreed.” Point 3.8 (3) (in the version dated 18 June 2009) until 1 July 2010: “A similar deductible must be agreed upon in any D&O policy for the Supervisory Board.”

The D&O insurance policy at MVV Energie AG, which protects the insured parties against possible claims for damages, previously did not provide any insurance cover for intentional wrongdoing or wilful negligence on the part of members of the Executive and Supervisory Boards, neither did it cover against their knowingly committing any dereliction of duty. The issue of deductibles therefore only applied to negligent behaviour. To date, the Executive and Supervisory Boards saw themselves as being committed without qualification to the motivation and responsibility with which they performed their duties and did not believe that this required clarification in the form of a deductible. MVV Energie AG will of course comply with the legal requirements governing deductibles in D&O insurance policies for Executive Board members from 1 July 2010 onwards. In line with the recommendation made in Point 3.8 (3), we will also agree a deductible for members of the Supervisory Board from 1 July 2010 onwards.

Nomination committee – Point 5.3.3: “The Supervisory Board shall form a nomination committee composed exclusively of shareholder representatives which proposes suitable candidates to the Supervisory Board for recommendation to the General Meeting.”

The Supervisory Board sees no need to form a nomination committee, which would oblige it to forego its proven procedure of nominating candidates for the Supervisory Board at meetings of the full Supervisory Board.

Performance-related compensation for members of the Supervisory Board – Point 5.4.6 (2) Sentence 1: “Members of the Supervisory Board shall receive fixed as well as performancerelated compensation.”

The Articles of Incorporation of MVV Energie AG only provide for the fixed compensation of the Supervisory Board, plus a meeting allowance. MVV Energie AG already commented in the past that it was not convinced by models linking the compensation of Supervisory Board members to the level of dividend or to the share price. We have therefore refrained from introducing any performancerelated compensation components for members of the Supervisory Board.

This Declaration of Conformity is also available at our company’s website at www.mvv-investor.de.