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Relationships to Related Parties, Persons and Entities

The City of Mannheim is the sole shareholder of MVV GmbH. MVV GmbH holds 100% of the shares in MVV Verkehr AG, which in turn has a 72.82 % participation in MVV Energie AG. Consequently, the City of Mannheim should be considered a related party in accordance with IAS 24. A concession contract exists between the City of Mannheim and MVV Energie AG, by which the City of Mannheim has assigned responsibility to MVV Energie AG for supplying Mannheim with electric power, district heating, natural gas and water service. The contract will remain in effect until December 31, 2014. Payments to the City of Mannheim from the concession contract were Euro 18,983,000 (Euro 18,222,000 last year).

 

Ongoing financial relations exist on a small scale between the City of Mannheim and MVV Energie AG.

 

Legal relations between MVV GmbH and the MVV Energie Group have been defined within the framework of several contracts (agency agreements, a cash-pooling contract, a value-added tax disbursal contract).

 

The members of the Executive Board receive their remuneration exclusively from MVV Energie AG. Remuneration paid to the Executive Board by MVV Energie AG both for their activities as managing directors of MVV GmbH as well as for their services as members of the Executive Boards of MVV Energie AG, MVV RHE AG, MVV Verkehr AG and MVV OEG AG. Remuneration for the members of the Executive Board at MVV Energie AG comprises a fixed salary component and a variable component. The variable component is determined according to EBIT in accordance with IFRS. In accordance with the existing management stock-option plan of 1999/2003 (in accordance with the authorisation in Art. 5, Para. 1 of the Articles of Incorporation) part of the variable remuneration was issued as convertible bonds, which can be converted into shares upon surmounting the limitations on exercising such options. Such conversion has not yet occurred. Use has also not been made of the authorisation to introduce a management stock-option plan for 2003/2007 that was resolved at the General Shareholders’ Meeting on March 14, 2003. The conditions for a new management stock-option plan are currently under review. Should a new plan be created, the principles of the Corporate Governance Code will be taken into consideration, which provides for a cap for extraordinary, unforeseen circumstances.

 

Total remuneration accruing proportionately to the MVV Energie Group (MVV Energie AG and MVV RHE AG) was Euro 768,000 in fiscal year 2002/03. This amount comprises fixed salaries of Euro 366,000, bonuses of Euro 373,000 and convertible bonds with the option of converting them to shares in MVV Energie AG amounting to Euro 29,000.

 

In accordance with IAS 24, No. 3d, key management personnel, inter alia, are among the related parties. In addition to the Executive Board, these parties include the division heads of MVV Energie AG within the MVV Energie Group. They receive their remuneration directly from MVV Energie AG. This remuneration amounted to Euro 1,668,000 in fiscal year 2002/03.

 

MVV Energie AG has prepared a report on intercompany contracts and interdependencies in accordance with Article 312 of the German Stock Corporation Act (AktG) for its fiscal year, which ended on September 30, 2003.

 

In fiscal year 2002/03, the members of the Supervisory Board received annual remuneration of Euro 10,000, while the chairman earned double that amount and the deputy chairman one and a half times this figure. Furthermore, an attendance fee of Euro 300 per session was paid to each member of the Supervisory Board. The total amount was Euro 272,000.

 

In addition, loans totalling Euro 31,000 were granted to three members of the Supervisory Board of MVV Energie AG at 5.36 % interest. In fiscal year 2002/03, Euro 6,000 was repaid.

 

Members of the Supervisory Board hold a total of 1,210 shares as well as 4,500 subscription rights for shares in MVV Energie AG; these rights can be exercised when certain conditions have been fulfilled. Conversion rights for convertible bonds are currently held by the Executive Board and the heads of operating divisions for a total of 79,500 shares.