Relationships to related companies, individuals and entities

The City of Mannheim is the sole shareholder of MVV GmbH. MVV GmbH owns 100% of the shares in MVV Verkehr AG, which in turn has a 72.82% shareholding in MVV Energie AG. The City of Mannheim is therefore to be considered as a related party pursuant to IAS 24. A concession agreement 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 electricity, district heating, gas and water. This agreement runs until 31 December 2014. The payment to the City of Mannheim on account of the concession agreement amounted to Euro 20,371 thousand in the year under report (previous year: Euro 20,055 thousand).

There are minor ongoing financial relations between the City of Mannheim and MVV Energie AG. The legal relationships pertaining between MVV GmbH, MVV Verkehr AG and the companies of the MVV Energie Group are defined in several contracts (agency agreements, loan agreements, VAT allocation).

MVV Energie AG has compiled a dependent company report pursuant to Section 312 of the German Stock Corporation Act (AktG) for the financial year ending on 30 September 2005.

The members of the Executive Board of MVV Energie AG simultaneously act as executive board members of the group companies MVV Verkehr AG, MVV OEG AG, MVV RHE AG and as managing directors of MVV GmbH. Their remuneration is paid in full by MVV Energie AG. The group companies reimburse MVV Energie AG with the following shares of the fixed remuneration (excluding the supplementary allowance for the CEO): MVV GmbH: 3%, MVV Verkehr AG: 12%, MVV OEG AG: 9%, MVV RHE AG: 10%.

Bonuses are granted for their activities on behalf of MVV Energie AG, MVV Verkehr AG and MVV OEG AG. MVV Verkehr AG and MVV OEG AG reimburse MVV Energie AG for their share of such bonuses.

No remuneration components of a long-term incentive nature were granted during the year under report.

The Executive Board was paid total remuneration amounting to Euro 1,654 thousand during the year under report. This was structured as follows:

Remuneration Euro 000s	Fixed ¹	Variable	Total

Dr. Rudolf Schulten	301	193	494

Dr. Werner Dub	189	193	382

Hans-Jürgen Farrenkopf	190	193	383

Karl-Heinz Trautmann	202	193	395

	882	772	1,654


¹		including allowances for pension insurance, health insurance, nursing care insurance and non-cash benefits as well as the allowance of Euro 110 thousand for the CEO (Dr. Schulten)

Of the variable remuneration for all members of the Executive Board, Euro 26 thousand relates to MVV Verkehr AG and Euro 13 thousand to MVV OEG AG. These sums were paid by MVV Energie AG, but reimbursed by the respective companies.

During the year under report, one member of the Executive Board held conversion rights in connection with convertible bonds for 8,500 shares with a nominal value of Euro 21,760 as of 30 September 2005. Conversion rights for 7,000 shares with a nominal value of Euro 17,920 were held by heads of division at the same reporting date, given that two heads of division exercised their conversion rights for 2,000 shares with a nominal value of Euro 5,120 on 31 August 2005. This conversion was undertaken at a conversion price of Euro 14.18, while the definitive share price on the day of such conversion amounted to Euro 18.80.

Benefits amounting to Euro 195 thousand were paid to former members of the Executive Board during the year under report. Provisions totalling Euro 3,011 thousand have been taken to cover pension obligations towards former members of the Executive Board.

According to IAS 24, individuals in key management positions are also to be considered as related parties. In addition to the Executive Board, such related parties within the MVV Energie Group also include the heads of division at MVV Energie AG. These individuals are remunerated exclusively by MVV Energie AG. In the year under report, their remuneration amounted to Euro 2,325 thousand.

During the year under report, the members of the Supervisory Board each received annual remuneration amounting to Euro 10 thousand, with the Chairman receiving double that amount and the deputy chairman one and a half times that figure. Furthermore, an attendance fee of Euro 300 per session was paid per member per meeting. The overall remuneration amounted to Euro 265 thousand.

In addition, three members of the Supervisory Board of MVV Energie AG were granted loans totalling Euro 22 thousand. The interest on the loans amounts to 4.9%.

The members of the Supervisory Board collectively own a total of 3,113 shares and 1,500 convertible bonds with potential option rights to shares in MVV Energie AG, which may be exercised upon certain requirements having been fulfilled.