MVV Energie : Invitation Annual General Meeting 2021

MVV in Figures

Agenda

1. Presentation of the adopted annual financial statements of MVV Energie AG and the approved consolidated financial statements (IFRS) as of 30 September 2020, the combined management report of MVV Energie AG and the Group for the 2020 financial year and the report of the Supervisory Board for the 2020 financial year

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2. Resolution on appropriation of unappropriated net profit

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6. Election of members of Supervisory Board

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• 7. Resolution on approval of remuneration system for members of Executive Board

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• 8. Resolution on confirmation of remuneration for members of Supervisory Board

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MVV Energie AG, Mannheim

ISIN DE000A0H52F5

Shareholders of our company are hereby cordially invited to the

Annual General Meeting at Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim

at 10.00 a.m. (CET) on Friday, 12 March 2021.

Based on Article 2 § 1 of the Act on Mitigating the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Procedure Law dated 27 March 2020 in its version dated 22 December 2020 (COVID-19 Act), the Annual General Meeting will be held as a virtual Annual General Meeting with no physical attendance by shareholders and their representatives (with the exception of the voting proxies appointed by the company). Further details can found in this invitation in the information and conditions of participation section.

The venue for the Annual General Meeting is Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim.

Agenda

1. Presentation of the adopted annual financial statements of MVV Energie AG and the ap-proved consolidated financial statements (IFRS) as of 30 September 2020, the combined management report of MVV Energie AG and the Group for the 2020 financial year and the report of the Supervisory Board for the 2020 financial year.

The aforementioned documents also include the explanatory report in respect of disclosures made pursuant to § 289a (1) and § 315a (1) of the German Commercial Code (HGB). These documents can be accessed at our websitewww.mvv.de/investors and will also be explained in greater detail at the virtual Annual General Meeting.

At its meeting on 2 December 2020, the Supervisory Board of MVV Energie AG approved the annual financial statements and the consolidated financial statements prepared by the Execu-tive Board. The annual financial statements are thus adopted, as a result of which no resolution is required from the Annual General Meeting.

• 2. Resolution on appropriation of unappropriated net profit

  The Executive and Supervisory Boards propose that the unappropriated net profit of Euro 62,611,456.20 reported in the annual financial statements as of 30 September 2020 should be distributed in full, corresponding to a dividend of Euro 0.95 per individual share with dividend entitlement.

  The claim to payment of the dividend matures on the third working day after the date of the res-olution adopted by the Annual General Meeting, i.e. on Wednesday, 17 March 2021.

• 3. Formal approval of actions of members of Executive Board

  The Executive and Supervisory Boards propose to formally approve the actions taken in the 2020 financial year by the Executive Board members in office in this period.

• 4. Formal approval of actions of members of Supervisory Board

  The Executive and Supervisory Boards propose to formally approve the actions taken in the 2020 financial year by the Supervisory Board members in office in this period.

• 5. Election of auditor for 2021 financial year

  Based on the recommendation submitted by its Audit Committee, the Supervisory Board pro-poses the election of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Essen, as auditors and group auditors for the 2021 financial year.

6.

Election of members of Supervisory Board

The most recent elections of Supervisory Board members were held at the Annual General Meeting on 4 March 2016. The term in office of the Supervisory Board members thereby elected expires upon the conclusion of the Annual General Meeting approving their actions for the fourth financial year since their term in office began, with the financial year in which the elections were held not included in this calculation. The term in office therefore expires upon the conclusion of the Annual General Meeting on 12 March 2021.

The Supervisory Board is structured in accordance with § 96 (1), 1st Alternative, § 96 (2) Sen-tence 1, § 101 (1) of the German Stock Corporation Act (AktG) in conjunction with § 1 (1), § 5 (1) Sentence 1, § 6 (2) and § 7 (1) Sentence 2 of the German Codetermination Act (MitbestG) and § 9 (1) of the Articles of Incorporation.

The Supervisory Board consists of twenty members. Pursuant to § 9 (1) Sentence 2 of the Arti-cles of Incorporation, the City of Mannheim delegates the Lord High Mayor and the relevant specialist head of department to the Supervisory Board, with these members imputed to the ten Supervisory Board members to be elected by the Annual General Meeting. This applies to the extent that the City of Mannheim is a shareholder of the company and, directly or indirectly, holds shares corresponding to more than half of its share capital. Ten members are elected by employees in accordance with the German Codetermination Act (MitbestG 1976).

According to § 96 (2) AktG, the Supervisory Board of MVV Energie AG must comprise at least 30 % women and at least 30 % men. These minimum shares basically have to be met for the Supervisory Board as a whole. Both the employee and the shareholder representatives on the

Supervisory Board have nevertheless exercised their right pursuant to § 96 (2) Sentence 3 AktG to object to this requirement that the minimum shares are met by the Supervisory Board as a whole. Of the shareholder representative positions in the Supervisory Board, at least three must therefore be held by women and at least three by men in order to satisfy the minimum share requirement pursuant to § 96 (2) Sentence 1 AktG.

Based on the recommendation submitted by its Nomination Committee, which took account of the diversity concept adopted by the Supervisory Board for its composition, the Supervisory Board proposes the election of the following individuals as members of the Supervisory Board of MVV Energie AG with effect from the conclusion of the Annual General Meeting:

a) Sabine U. Dietrich, Mülheim an der Ruhr

Independent Supervisory Board Member and Consultant

• b) Martin Friedrich Herrmann, Prague, Czech Republic Business Angel and Mentor

• c) Barbara Hoffmann, Mannheim Auditor, Tax Advisor

• d) Gregor Kurth, London, United Kingdom

  Partner, Infrastructure Investments, First Sentier Investors (FSI), London, United Kingdom

• e) Dr. Lorenz Näger, Mannheim

  Deputy Chairman of Executive Board and Chief Financial Officer of HeidelbergCement AG, Heidelberg

• f) Tatjana Ratzel, Mannheim

  Head of Sickness Allowance Department at INTER Versicherungsgruppe, Mannheim

• g) Thorsten Riehle, Mannheim

  Managing Director of Capitol-Betriebs GmbH, Mannheim

• h) Dr. Stefan Seipl, Garmisch-Partenkirchen Businessman, Independent Management Consultant

Pursuant to § 9 (2) Sentence 1 of the Articles of Incorporation, candidates are elected for the period until the conclusion of the Annual General Meeting approving their actions for the fourth financial year after the beginning of the term in office of the newly elected Supervisory Board members. The financial year in which the election is held is not included in this calculation. Pro-vided that the company does not adopt short financial years, the term in office will therefore ex-pire upon the conclusion of the Annual General Meeting in 2026.

The election is held by way of individual election.

Of the candidates proposed for election to the Supervisory Board, Dr. Nager in particular is qualified as an independent financial expert pursuant to § 100 (5) AktG. This is due to his longstanding activity as Chief Financial Officer of the listed company HeidelbergCement AG.

Of the candidates proposed for election, Ms. Hoffmann, Ms. Ratzel and Mr. Riehle have been proposed by the City of Mannheim as the company's majority shareholder, while Ms. Dietrich, Mr. Kurth and Dr. Seipl have been proposed by FS DE Energy GmbH, with both proposals sub-mitted to the Nomination Committee for its preparations of the election proposals to be submit-ted by the Supervisory Board to the Annual General Meeting. FS DE Energy GmbH is the larg-est minority shareholder and is an indirect subsidiary of funds managed by First Sentier Inves-tors (FSI). Mr. Herrmann and Dr. Näger, who were also proposed by the Nomination Commit-tee to the Supervisory Board, have no relationship of proximity to either of the aforementioned shareholders.

Based on the assessment of the Supervisory Board, there are no personal or business relation-ships between the individuals proposed for election on the one hand and MVV Energie AG, its group companies, the governing bodies of MVV Energie AG and any shareholder with a mate-rial interest in MVV Energie AG on the other hand which any shareholder, acting in line with ob-jective considerations, would deem decisive in determining his or her election decision.

Supplementary disclosures in respect of the candidates proposed for election to the Supervi-sory Board, and in particular their CVs and disclosures on their memberships pursuant to § 125 (1) Sentence 5 AktG, can be found at the end of this invitation.

7.

Resolution on approval of remuneration system for members of Executive Board

Pursuant to § 120a (1) AktG, the Annual General Meeting of listed companies is required to adopt a resolution approving the remuneration system for Executive Board members presented by the Supervisory Board upon any material amendment being made to such system and at least every four years.

Based on the recommendation submitted by its Personnel Committee, the Supervisory Board proposes that the remuneration system adopted by the Supervisory Board for Executive Board members and presented below should be approved.

Executive Board remuneration system

Basic principles of remuneration system

The remuneration of Executive Board members is aligned to MVV's business performance. The remuneration system is structured in accordance with legal requirements and the recommenda-tions made by the German Corporate Governance Code and is intended to provide Executive Board members with remuneration packages that are consistent with market norms and com-petitive. It is aligned to the interest of long-term and sustainable growth at the company.

Remuneration system

The total remuneration paid to the Executive Board comprises non-performance-related and performance-related components. Alongside fixed basic remuneration, the non-performance-related remuneration components also include fringe benefits and company pension cover.

Non-performance-related remuneration

Annual fixed remuneration is paid in prorated monthly instalments. The Chief Executive Of-ficer receives an additional allowance. Executive Board members receive fringe benefits. These involve a company car that may also be used privately, contributions to health and nursing care insurance and voluntary contributions to the employers' mutual insurance asso-ciation. The non-cash benefit in kind resulting from private use of the company car has to be individually taxed by the respective Executive Board member.

Individual fixed remuneration packages are reviewed every two years. Potential adjustments to fixed remuneration are regularly based on the development in collectively agreed pay for those employees covered by the company collective agreement at MVV Energie. This ensures com-mensurable developments in remuneration between Executive Board members and the com-pany's workforce. A structural analysis performed with expert support to assess Executive Board salaries compared with the remuneration paid to employees has confirmed that these salaries conform to market norms.

The pension cover provided to Executive Board members is based on defined contribution pen-sion commitments whose volume corresponds to the balances on virtual pension accounts at the time at which the benefits are claimed. Pension contributions bearing annual interest are credited to these accounts each year. The commitments also include benefits to cover perma-nent inability to work and provision for surviving dependants.

Performance-related remuneration

The performance-related variable remuneration paid to Executive Board members is deter-mined by two components: on the one hand by the annual bonus, which is measured by refer-ence to the adjusted EBIT generated by MVV in the past financial year, and on the other hand by the sustainability bonuses (Sustainability Bonus 1 and Sustainability Bonus 2), which are linked to the sustainable increase in the company's value and cover a three-year period.

The annual bonus is eligible for payment if adjusted EBIT exceeds a minimum threshold and MVV has not generated an annual deficit. Adjusted EBIT reflects MVV's operating performance in the respective financial year. The minimum threshold is intended to safeguard MVV's ability to pay a dividend.

The main key figure referred to when determining the sustainability bonuses is the average ROCE (return on capital employed) over a three-year period. The calculation includes the fig-ures both for the past financial year and for the two preceding financial years. The ROCE figure measures how efficiently the company has used its capital employed. This key figure facilitates an assessment of the company's sustainable development, as the capital required for opera-tions is influenced above all by long-term strategic decisions.

Sustainability Bonus 1 is paid when the three-year ROCE a specified minimum return. Sus-tainability Bonus 2 is granted when the ROCE (as an average for the past three years) ex-ceeds the cost of capital (also as an average for the past three years). The cost of capital is expressed in the WACC (weighted average cost of capital) figure and is reviewed each year.

The minimum threshold for the annual bonus and the minimum return for Sustainability Bo-nus 1 are set by the Supervisory Board on an annual basis. These figures ensure an effective incentive for achieving the respective targets that is consistent with the necessary decisions to be taken. The minimum threshold for Sustainability Bonus 2 is calculated by reference to the respective cost of capital.

Both the respective annual and sustainability bonuses and variable remuneration as a whole are provided with caps.

Compared with the annual bonus, the sustainability bonuses account for the overwhelming share of variable remuneration for Executive Board members.

The relevant key figures are used consistently throughout the company and also referred to when determining the variable remuneration for the first management tier, as well as for the overall workforce, albeit to a lesser extent. This provides and underlines an evenly weighted incentive for all groups of employees to consistently implement the corporate strategy.

The Supervisory Board is entitled to increase or decrease the variable remuneration with premi-ums or discounts of up to 5 % to account for non-financial key figures. Examples of non-finan-cial figures include employee or environmental concerns.

Exceptional developments and one-off factors, such as natural disasters or structural amend-ments to the companies within the MVV Group, are generally not accounted for when measur-ing variable remuneration. Decisions in this regard are taken by the Supervisory Board at its own discretion.

Remuneration paid to Executive Board members for any supervisory board positions they may hold within the group is annually imputed to and deducted from their performance-related remuneration.

Fixed remuneration components account for around two thirds of total remuneration. Accord-ingly, variable remuneration makes up around one third of total remuneration. The calculation of variable remuneration, which is disbursed by the Supervisory Board following adoption of the annual financial statements, is audited by the auditor and certified in a separate affirmation.

Discussion and decision

The Supervisory Board has assigned responsibility for preparing decisions concerning Execu-tive Board matters to the six-member Personnel Committee. The Supervisory Board takes deci-sions in respect of all resolutions on these matters that cannot be assigned to the committee.

Maximum total remuneration amounts to Euro 2.46 million for the Chief Executive Officer and to Euro 1.49 million for the other Executive Board members. These figures represent the maxi-mum remuneration theoretically possible. As is apparent from the remuneration reports for the past financial years, the amount of remuneration actually disbursed is lower. This has also been safeguarded for the future, as the Supervisory Board determines the minimum variable remuneration thresholds each year taking account of the company's business performance.

8. Resolution on confirmation of remuneration for members of Supervisory Board

Pursuant to § 113 (3) AktG, a resolution has to be adopted in respect of Supervisory Board re-muneration every four years. A resolution merely confirming the existing remuneration is also permitted in this regard. In accordance with § 15 (1) of the Articles of Incorporation, Supervisory Board members receive annual remuneration payable after the expiry of the financial year and a meeting allowance, the amount of which is determined by the Annual General Meeting.

The Executive and Supervisory Boards propose that the existing regulations governing the re-muneration of Supervisory Board members pursuant to § 15 of the Articles of Incorporation

should be confirmed in conjunction with the underlying resolutions adopted by the Annual Gen-eral Meeting to specifically determine remuneration, most recently by resolution of the Annual General Meeting on 13 March 2020, as set out below.

The specific determination of remuneration as resolved by the Annual General Meeting is sum-marised below:

• • The fixed annual remuneration of members of the Supervisory Board amounts to

  Euro 15,000.00. The Chairman receives twice this amount, while the Deputy Chairman receives one-and-a-half times this amount. Supervisory Board members who are not members for the full financial year receive prorated remuneration in accordance with the length of their membership.

• • The fixed annual remuneration of members of the Audit Committee amounts to

  Euro 5,000.00. The Chairman of the Audit Committee receives twice this amount.

• • The allowance paid for attending meetings of the Supervisory Board of MVV Energie AG and its committees amounts to Euro 1,000.00 per meeting. The Supervisory Board Chair-man receives twice the amount of meeting allowance for meetings of the Supervisory Board, as does the Audit Committee Chairman for meetings of the Audit Committee.

The remuneration of Supervisory Board members is based on the system set out below:

The total remuneration of Supervisory Board members comprises fixed annual remuneration and the meeting allowances. The remuneration of the individual Supervisory Board member is also influenced by his or her membership of committees.

In the existing system, fixed remuneration components - excluding meeting allowances - ac-count for 100 % of remuneration, while variable remuneration accounts for 0 %. The company believes that this fixed remuneration, which does not include any variable performance-related remuneration components, is appropriate, not least as the workload of Supervisory Board members increases in difficult company situations. It would be inappropriate to provide disin-centives in such situations by potentially reducing the amount of remuneration paid. Further-more, this approach avoids any impression that the Supervisory Board does not act inde-pendently in performing its supervisory duties. This might not be possible if the Supervisory Board were to receive performance-based remuneration.

The company believes that the stability of remuneration paid to the Supervisory Board, whose advisory and supervisory function is not affected by fluctuations in the company's performance, is appropriate to promote the company's long-term development.

Supervisory Board remuneration and meeting allowances are granted to Supervisory Board members during their term in office and are due for payment and paid upon the expiry of a fi-nancial year. Should a member leave the Supervisory Board during the financial year, the pro-rated share of annual remuneration for the respective period is also due for payment and paid upon the expiry of the respective financial year, as are any remuneration and allowances for Supervisory Board and committee meetings attended. No further compensation is paid to Su-pervisory Board members, neither do any remuneration regulations apply subsequent to their terms in office.

Supervisory Board remuneration is regularly reviewed by the full Supervisory Board and the Ex-ecutive Board whenever necessary, and as a minimum every four years. In the event of planned changes, and otherwise at least every four years, the remuneration (and remuneration system) for the Supervisory Board are presented to the Annual General Meeting for resolution.

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Information concerning the holding of a virtual Annual General Meeting with no physical at-tendance by shareholders

Pursuant to § 1 (1) and (2) of the Act on Measures in Company, Cooperative, Association, Founda-tion and Home Ownership Law to Combat the Effects of the COVID-19 Pandemic (COVID-19 Act), and with the approval of the Supervisory Board, the Executive Board has decided to hold the Annual General Meeting of MVV Energie AG on Friday, 12 March 2021 as a purely virtual Annual General Meeting with no physical attendance by shareholders or their representatives (except for the voting proxies appointed by the company).

The COVID-19 Act was amended by the Act to Further Shorten the Residual Debt Discharge Proce-dure and to Adjust Pandemic-Related Provisions in the Corporate Law, Co-operative Law, Associa-tion Law and the Law of Foundations as well as the Rental and Tenancy Law dated 22 December 2020. This Act only enters into effect on 28 February 2021, i.e. subsequent to publication of the invi-tation to our virtual Annual General Meeting. The new legal requirements nevertheless already re-quire application to our virtual Annual General Meeting and have therefore been accounted for in the conditions of participation set out below.

The virtual Annual General Meeting will be held at Congress Center Rosengarten in Mannheim in the presence of the Supervisory Board Chairman, the Chief Executive Officer and further members of the Supervisory and Executive Boards, of the voting proxies appointed by the company, and of a notary public commissioned to document the virtual Annual General Meeting.

The holding of the 2021 Annual General Meeting as a virtual Annual General Meeting in accordance with the COVID-19 Act will result in the following modifications to procedures at the Annual General Meeting and to shareholders' rights.

We would therefore ask our shareholders to pay particular attention this year to the infor-mation provided below in respect of registration for the virtual Annual General Meeting, the exercising of voting rights and further shareholders' rights.

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Registration for the virtual Annual General Meeting

Entitlement to exercise shareholder rights, including voting rights and the right to submit questions, is exclusively restricted to those shareholders who are entered in the Share Register on the day of the Annual General Meeting and who have registered with the company on time for the virtual Annual General Meeting, as well as to the authorised representatives of such shareholders.

A registration form has been provided in the documents forwarded to shareholders.

Such registration must have been received in writing by the company no later than six days prior to the day of the virtual Annual General Meeting, i.e. at the latest by

midnight on Friday, 5 March 2021

at the following address:

Hauptversammlung MVV Energie AG c/o Computershare Operations Center 80249 Munich

F [phone]

The company also provides its shareholders with the option of registering online for the virtual Annual General Meeting via the Shareholder Portal at the websitewww.mvv.de/investors. The access data required to register and further relevant information for using the portal will be forwarded together with the invitation to those shareholders who are entered in the Share Register.

Further information about the registration process can be found on the registration form forwarded together with the invitation, which can also be used to grant powers of attorney, issue instructions to voting proxies appointed by the company and cast votes via the postal ballot, and online at the Shareholder Portal.

Pursuant to § 67 (2) Sentence 1 AktG, from the company's perspective the rights and obligations at-tributable to the shares only accrue to those persons entered in the Share Register. Participation and voting rights therefore require such person still to be entered as a shareholder in the Share Register on the day of the Annual General Meeting. The number of voting rights attributable to any person en-titled to participate in the virtual Annual General Meeting is based on the scope of shareholding en-tered in the Share Register on the day of the Annual General Meeting.

Please note that any orders to reassign share ownership in the Share Register that are received in the period from 6 March 2021 up to and including 12 March 2021 will only be processed, accounted for and take effect after the virtual Annual General Meeting. The Technical Record Date is therefore 5 March 2021 (midnight). Shareholders are requested to submit any such orders in good time.

Registration for the virtual Annual General Meeting does not involve any restriction on the disposabil-ity of the respective shares. Shareholders are free to dispose over their shares following registration for the meeting.

Documents for the virtual Annual General Meeting

With effect from the time at which the virtual Annual General Meeting is convened, the documents listed in Agenda Item 1 will be made available at the websitewww.mvv.de/investors.

Shareholders can also find the information required by § 124a AktG at the aforementioned website. The forms to be used for granting powers of attorney and for voting via the postal ballot for the virtual Annual General Meeting will be forwarded to shareholders directly.

Video and audio broadcast of virtual Annual General Meeting

The virtual Annual General Meeting will be broadcast live (video and audio) and in full for all share-holders at the Shareholder Portal. All other viewers will also be able to view the full virtual Annual General Meeting via a livestream provided by the company at the websitewww.mvv.de/investors.

In this respect, we would all ask all viewers to note that the company cannot provide any guarantee that the internet transmission will remain free of technical interruption. We therefore recommend that shareholders should act early to make use of the opportunities for participation, and in particular for exercising their voting rights, that are presented in this invitation.

Exercising of voting rights

As shareholders entitled to participate in the meeting and their representatives will not physically at-tend the virtual Annual General Meeting, they may only exercise voting rights

• • by postal ballot, or

• • by granting powers of attorney and issuing instructions to the voting proxies appointed by the company

in accordance with the detailed requirements below. The company does not provide its shareholders with the possibility of electronic online participation as defined in § 118 (1) Sentence 2 AktG.

Procedure for voting by postal ballot

Shareholders may cast their votes by postal ballot. Here too, only those shareholders who have reg-istered with the company within the respective deadline are entitled to exercise their voting rights by postal ballot. Votes are cast by way of electronic communication or in writing using the form accom-panying the invitation.

To cast votes by way of the electronic postal ballot, shareholders must use the Shareholder Portal on the company's website atwww.mvv.de/investors. Votes may be cast via the Shareholder Portal, including any amendments, through to the end of voting procedures. The Meeting Chairman will an-nounce the respective deadline in good time.

Votes cast by way of the written postal ballot must have been received by the company no later than

midnight on Thursday, 11 March 2021

at the following address

Hauptversammlung MVV Energie AG c/o Computershare Operations Center 80249 Munich

F [phone].

Even when votes have been cast by way of the written postal ballot, the votes thereby cast may be amended after expiry of the aforementioned deadline via the Shareholder Portal through to the end of voting procedures at the virtual Annual General Meeting.

Authorised intermediaries, shareholder associations, voting rights advisors and other persons deemed equivalent in § 135 (8) AktG may also draw on the option of casting votes by way of the postal ballot in line with the above requirements, as may other persons authorised by shareholders.

Procedure for voting by voting proxies

The company enables those shareholders who have registered with the company in line with the re-spective deadline to authorise voting proxies appointed by the company to act in accordance with shareholders' instructions.

To grant powers of attorney and issue instructions to the voting proxies appointed by the company, shareholders may use the form forwarded together with the invitation. This form must be received by the company no later than

midnight on Thursday, 11 March 2021

at the following address

Hauptversammlung MVV Energie AG c/o Computershare Operations Center 80249 Munich

F [phone].

Alternatively, such statements may also be communicated electronically using the Shareholder Portal on the company's website atwww.mvv.de/investors.

Powers of attorney, instructions, and any amendments to such instructions, may be issued to voting proxies via the Shareholder Portal through to the end of voting procedures. The Meeting Chairman will announce the respective deadline in good time.

Even when authorisations and instructions have been issued to the voting proxies in writing, the votes thereby cast may be amended after expiry of the aforementioned deadline via the Shareholder Portal through to the end of voting procedures at the virtual Annual General Meeting.

Authorised intermediaries, shareholder associations, voting rights advisors and other persons deemed equivalent in § 135 (8) AktG may also draw on the possibility of authorising and issuing in-structions to the voting proxies in accordance with the above requirements, as may other persons au-thorised by shareholders.

Please note that the voting proxies exercise voting rights exclusively on the basis of the instructions issued by the shareholder. The voting proxies appointed by the company must be provided with ex-plicit and clear instructions as to how voting rights should be exercised. Should a shareholder not is-sue any instructions, or issue unclear instructions in respect of individual agenda items, the voting proxies appointed by the company are not authorised to exercise the respective voting rights and, should voting take place, will abstain. Please note that the voting proxies cannot accept any instruc-tions to make statements, pose questions or propose motions.

Procedure for voting by authorised representatives

A further possibility available to shareholders - alongside voting by postal ballot or issuing instruc-tions to voting proxies appointed by the company - is to have votes cast at the virtual Annual General Meeting by an authorised representative, such as their depositing bank, a shareholders' association or another person of their choice. This does not affect the relevant registration requirements.

Please note that, in exercising voting rights at the virtual Annual General Meeting, authorised repre-sentatives also only have the options of voting by postal ballot or by authorising voting proxies in the manner outlined above.

When granting powers of attorney, shareholders may forward the relevant declarations either to the party thereby authorised or to the company. Should a shareholder authorise more than one person, then the company may reject one or several such persons.

Powers of attorney, their revocation and documentary evidence of such authorisation must all be pro-vided in writing. Shareholders wishing to communicate statements to the company concerning the granting of powers of attorney or the revocation of such, or to submit documentary evidence of any power of attorney granted to an authorised representative or the revocation of such, should forward these no later than

midnight on Thursday, 11 March 2021

to the following address:

Hauptversammlung MVV Energie AG c/o Computershare Operations Center 80249 Munich

F [phone]

Please use the form sent with the invitation to grant powers of attorney. Authorisations may also be issued via the Shareholder Portal through to the end of voting procedures at the virtual Annual Gen-eral Meeting.

Intermediaries, shareholders' associations, voting rights advisors or other persons deemed equiva-lent in § 135 (8) AktG may have different requirements for the acceptance of powers of attorney granted by shareholders. Shareholders are requested to contact the person or institution involved in any of the aforementioned cases in good time to agree any form of authorisation possibly required by such person or institution.

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Further information concerning registration and the granting of powers of attorney can be found in the documents sent to those shareholders entered in the Share Register, as can the relevant forms re-quired to grant powers of attorney for voting rights, for postal ballot voting and for using the Share-holder Portal.

Shareholders' right to submit questions

The COVID-19 Act has restricted shareholders' rights to information. Shareholders who have regis-tered for the virtual Annual General Meeting and their representatives may submit questions to the company via the Shareholder Portal until

midnight on Wednesday, 10 March 2021.

In accordance with Article 2 § 1 (2) Sentence 2 of the COVID-19 Act, the Executive Board decides the way in which it answers questions at its due and free discretion. In particular, the Executive Board reserves the right to answer any questions submitted either individually or on a summarised basis for several questions.

Provided that specific conditions set out in greater detail in § 131 (3) AktG are met, the Executive Board is entitled to refuse to provide information. These conditions are described in greater detail on the websitewww.mvv.de/investors.

To enable shareholders to base questions on the report by the Executive Board, the company will publish the key points of the presentation by the CEO on its website on 26 February 2021.

Possibility to file objections to resolutions adopted by the virtual Annual General Meeting

For the duration of the Annual General Meeting, shareholders and their representatives who have ex-ercised their voting rights have the possibility via the Shareholder Portal of filing objections to resolu-tions adopted by the virtual Annual General Meeting.

Supplementary motions pursuant to § 122 (2) AktG

Shareholders whose combined shares are equivalent to one twentieth of the share capital or the pro-rated amount of Euro 500,000.00 are permitted pursuant to § 122 (2) AktG to request that items should be placed on the agenda and announced. Each new item must be accompanied by a sub-stantiation or draft resolution.

Any such supplementary motions should be forwarded to the following address:

MVV Energie AG - Executive Board - Luisenring 49 68159 Mannheim

Such motions must be addressed in writing to the Executive Board and received by the company at least 30 days prior to the day of the virtual Annual General Meeting, i.e. by

midnight on Tuesday, 9 February 2021.

No account can be taken of motions received after this deadline.

Furthermore, supplementary motions will only be considered if the submitters provide documentary evidence that they have owned the shares for at least 90 days prior to the date of such motion being received.

For the proposal of the supplementary motion to be effective, the shareholders submitting such mo-tion must continue to hold the minimum number of shares through to the Executive Board decision on the motion or, should the company not comply with the motion and the shareholders subsequently seek a court decision, until such time that the court reaches its decision.

Countermotions and election proposals pursuant to § 126 (1) and § 127 AktG

Shareholders may submit motions opposing proposals made by the company's management in re-spect of any specified agenda item. They may also submit election proposals concerning the election of Supervisory Board members and of auditors. Shareholder motions should be forwarded exclu-sively to the following address:

MVV Energie AG

Group Legal Department, Compliance and Materials Management Luisenring 49

68159 [e-mail]

The company will publish countermotions pursuant to § 126 (1) AktG, including the name of the shareholder, the reasons for such countermotion and any statement by the management, at the web-sitewww.mvv.de/investors provided that such countermotions and their substantiation are received at the aforementioned address at the latest 14 days prior to the day of the virtual Annual General Meeting, i.e. by

midnight on Thursday, 25 February 2021.

The reasons which, if applicable, mean that countermotions and substantiations do not require publi-cation are listed in § 126 (2) AktG. These are described in greater detail on the aforementioned web-site.

The aforementioned sentences also apply by analogy for election proposals submitted by sharehold-ers, but such motions do not require substantiation. Apart from the cases outlined in § 126 (2) AktG, the Executive Board is not required to publish election proposals submitted by shareholders unlesssuch include the name, profession exercised and place of residence of the proposed Supervisory Board members or auditors, and in the case of proposed Supervisory Board members, disclosures concerning their membership in other statutory supervisory boards.

Countermotions and election proposals received by the company at the aforementioned address within the respective deadline and requiring publication are deemed to have been proposed to the virtual Annual General Meeting provided that the countermotions and election proposals are for-warded by shareholders who have registered for the virtual Annual General Meeting in accordance with the aforementioned requirements and within the respective deadline.

* * *

Further details about shareholders' rights can be found atwww.mvv.de/investors.

Total number of shares and voting rights

Upon the virtual Annual General Meeting being convened, the company's share capital amounted to Euro 168,721,397.76 and was divided into 65,906,796 individual shares. Each share entitles its bearer to one vote.

All 65,906,796 individual shares were furnished with participation and voting rights upon the conven-ing of the virtual Annual General Meeting.

The company did not hold any treasury stock at the time at which the virtual Annual General Meeting was convened.

Information on data protection

As the responsible body, MVV Energie AG (Luisenring 49, 68159 Mannheim) processes personal data from shareholders (surname and first name, address, e-mail address, number of shares, class of shares, type of share ownership and admissions ticket number), as well as personal data from shareholder representatives where applicable, in accordance with valid data protection laws. Shares in MVV Energie AG are registered shares. The processing of personal data is legally mandatory for participation in the virtual Annual General Meeting of MVV Energie AG and for maintaining the Share Register. The legal basis for this processing is provided by Article 6 (1) Sentence 1 c) GDPR in con-junction with § 118 et seq. and § 67 AktG. Where shareholders to do not themselves provide their personal data, MVV Energie AG generally obtains this data from the shareholders' depositing bank.

To the extent that the personal data of participants who submit questions prior to the virtual Annual General Meeting or declare an objection to resolutions adopted by the annual General Meeting is processed, the legal basis for this processing is further provided by Article 6 (1) Sentence 1 f) GDPR.

At our Shareholder Portal, we basically process your personal data solely for the purposes for which you provide the data to us, such as to register you for the meeting and register you at the portal itself, to document your online registration for the virtual Annual General Meeting, to document representa-tion of your person at the virtual Annual General Meeting by the respective authorised party on the basis of a power of attorney and, where applicable, to document any instructions you issue or the ex-ercising of your votes by postal ballot, to initiate contact for contact or service requests or to provide you with access to specific information.

MVV Energie AG deletes shareholders' personal data in accordance with legal provisions, and in par-ticular when the personal data is no longer required for the original purpose for which it was collected or processed, the personal data is no longer required in connection with any administrative or court proceedings and no statutory storage obligations apply.

In accordance with legal requirements, shareholders are entitled to receive information about which personal data of theirs has been processed and to request the rectification, erasure or restriction in the processing of personal data concerning them. Furthermore, shareholders are entitled to lodge a complaint with the responsible supervisory body. If personal data is processed on the basis of Ar-ticle 6 (1) Sentence 1 f) GDPR, shareholders are also entitled to object to such processing in accordance with legal provisions.

Shareholders may address any comments and enquiries concerning the processing of personal data to the Data Protection Officer of MVV Energie AG at: MVV Energie AG, Data Protection Officer, Lui-senring 49, 68159 Mannheim,[e-mail].

Shareholders and shareholder representatives can also find further information about data protection at the MVV Energie AG website atwww.mvv.de/investors.

* * *

The convening of the Annual General Meeting on 12 March 2021 was announced by publication of this Agenda in the Federal Gazette (Bundesanzeiger) on 28 January 2021.

The contents of the invitation, the documents to be made available to the Annual General Meeting and further information to be provided in connection with the virtual Annual General Meeting pursuant to § 124a AktG have been published on the company's website atwww.mvv.de/investors.After the virtual Annual General Meeting, the results of voting will be published at the same internet address.

In the respective draft resolutions, the past financial year ending on 30 September 2020 is referred to as "the 2020 financial year" and the current financial year ending on 30 September 2021 is referred to as "the 2021 financial year".

Supplementary disclosures for Agenda Item 6 (Election of members of Supervisory Board)

CVs of candidates

(The CVs of the candidates are also available on our websitewww.mvv.de/investors.)

Sabine U. Dietrich

Year/place of birth

Career

since 2016 since 2008

1960, MunichIndependent supervisory board member and consultant

Various international mandates as non-executive director and supervisory board member, Netherlands, UK, Germany

2012 - 2015

Board Director at BP Europa SE, Bochum

2010 - 2012

Director Safety & Operational Risk, Head of HSSEQ, Head of Ethics & Compli-ance, bp Europa SE, Bochum

2005 - 2010

Vice President Operations Remediation Management EMEA & Asia Pacific, bp plc., London/UK

2005

Innovation Project Leader "Refining & Marketing India" bp plc., Mumbai/India

1999 - 2005

Various management roles in Commercial, Asset, M&A Integration, Marketing in Germany/Austria/Switzerland, bp Europa

1997 - 1999

Business Development Manager Vietnam, bp plc., Ho Chi Minh City, Vietnam

1991 - 1997

Various European management roles (incl. Business Improvement Manager, People Task Force Leader, Project Engineer), bp Europa, Brussels/Belgium

1989 - 1990

Product Planner & Project Management, Steigenberger Hotels, Frankfurt

Education/training 1992

Registration as architect with Chamber of Architects, Berlin

1984 - 1989

TU Berlin, study of engineering (Dipl.-Ingenieur), majoring in construction/archi-tecture

1978 - 1982

A-levels ("Abitur"), evening class, Schule für Erwachsenenbildung SfE, Berlin

1976 - 1978

Commercial training (clerical qualification), Isaria Reisen, Munich

Positions held on statutory supervisory boards:

• • Commerzbank AG, Frankfurt am Main

• • H&R GmbH & Co. KG aA, Salzbergen

Membership of comparable German and foreign company supervisory bodies:

None

Martin Friedrich Herrmann

Year/place of birth	1967, Düsseldorf
Career
since 2020	Business angel & mentor
Cooperation with StartupYard accelerator and support for a number of
international start-ups as business angel and mentor
(including ampere.cloud (D); Myster (D); Neuron Soundware (CZ); 24 Vision
System (CZ); Creatixo (CZ); Qoobus (RO); iKast (F)).
2016 - 2019	COO Retail, Executive Board member, innogy SE, Essen, Germany
2012 - 2019	CEO, innogy Česká republika a.s. (until 9/2016: RWE Česká republika a.s.),
Prague, Czech Republic
2013 - 2019	CEO, innogy Grid Holding, a.s. (until 9/2016: RWE Grid Holding, a.s.),
Prague, Czech Republic
2010 - 2016	CEO, RWE East, s.r.o., Prague, Czech Republic
2007 - 2013	CEO, RWE Transgas, a.s. (since 1/2013: RWE Supply & Trading CZ, a.s.),
Prague, Czech Republic
2004 - 2007	CFO, Deputy CEO, RWE Transgas, a.s. (until 4/2005 Transgas, a.s.),
Prague, Czech Republic
2002 - 2004	CFO, Executive Board member, Transgas, a.s., Prague, Czech Republic
2001 - 2002	Vice President, Head of Industry Group Utilities, Commerzbank AG,
Frankfurt am Main, Germany
2000 - 2001	Project Manager, M&A, Commerzbank AG, Frankfurt am Main, Germany
1995 - 1999	Head of Investment Banking department, Commerzbank AG, Prague Office,
Prague, Czech Republic
1994 - 1995	Project Manager Relationship Management Central & Eastern Europe,
Commerzbank AG, Frankfurt am Main, Germany & Prague, Czech Republic
1993 - 1994	Trainee, Relationship Management Central & Eastern Europe
Commerzbank AG, Frankfurt am Main, Germany & Prague, Czech Republic
27

Education/training

1988 - 1993

Study of economics (Dipl.-Volkswirt), Westfälische Wilhelms-Universität, Münster, Germany

1986 - 1988

Bank traineeship, Dresdner Bank AG, Duisburg Branch, Duisburg, Germany; qualification as bank clerk

Positions held on statutory supervisory boards:

None

Membership of comparable German and foreign company supervisory bodies:

None

Barbara Hoffmann

Year/place of birth	1955, Neunkirchen/Saar
Career
since 2018	Self-employed auditor in own firm, Mannheim
since 2017	Partner and Managing Director at 3D GmbH Steuerberatungsgesellschaft,
Mannheim / Leipzig
2014 - 2018	Partner and Managing Director at 3D GmbH Wirtschaftsprüfungs-
gesellschaft, Mannheim / Leipzig
since 1995	Self-employed auditor with own practice, Mannheim
since 1990	Self-employed tax advisor with own practice, Mannheim
1987 - 1990	Managing director of a tax advisory company, Stuttgart
Education/training
1995	Qualification as auditor
1987	Qualification as tax advisor
1982 - 1985	Postgraduate studies in tax law and tax theory
1977 - 1982	Study of business administration (Dipl.-Kauffrau), University of Mannheim,

Positions held on statutory supervisory boards:

• • Berliner Stadtreinigungsbetriebe, Anstalt des öffentlichen Rechts, Berlin

Membership of comparable German and foreign company supervisory bodies:

None

Gregor Kurth

Year/place of birth	1981, Cologne
Career
since 2020	Partner, Infrastructure Investments, First Sentier Investors (formerly First State
Investments), London, UK
2019 - 2020	Head of Transactions, Infrastructure Investments, Europe, First Sentier
Investors (formerly First State Investments), London, UK
2015 - 2019	Director, Infrastructure Investments, First State Investments, UK
2013 - 2015	Associate Director, Infrastructure Investments, First State Investments, UK
2010 - 2013	Senior Executive, Infrastructure Investments, First State Investments, UK
2008 - 2009	Investment Analyst, 3i Group plc., Frankfurt
2006 - 2008	Analyst, Deutsche Bank AG, Frankfurt
Education/training
2005 - 2006	Master of Science (M.Sc.) in International Accounting and Finance, Sir John
Cass Business School, UK
2002 - 2005	Bachelor of Science (B.Sc.) in International Business Economics, University of
Maastricht, Netherlands

Positions held on statutory supervisory boards:

None

Membership of comparable German and foreign company supervisory bodies:

• • Utilitas Group, Tallinn, Estonia

• • Owlcastle Holdings Limited, London, UK

Dr. Lorenz Näger

Year/place of birth	1960, Ravensburg
Career
since 2020	Deputy Chairman of Executive Board and Chief Financial Officer of
HeidelbergCement AG, Heidelberg
since 2004	Member of Executive Board and Chief Financial Officer of
HeidelbergCement AG, Heidelberg
1999 - 2004	Member of Executive Board of PHOENIX Pharmahandel AG, Mannheim
1997 - 1999	Managing Director of PHOENIX International Beteiligungs GmbH, Mannheim
1993 - 1997	Head of Corporate Development, PHOENIX Pharmahandel AG & Co. KG,
Mannheim
1991 - 1993	Head of tax department, Ferd. Schulze GmbH & Co KG, Mannheim
1988 - 1991	Assistant at Institute of General Business Administration and
Corporate Taxation, University of Mannheim
1987 - 1988	Audit Assistant, Dr. Lipfert GmbH Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft, Stuttgart
Education/training
1991	Doctorate and professional qualification as tax advisor
1981 - 1986	Study of business administration, Universities of Regensburg, Swansea
(Wales) and Mannheim

Positions held on statutory supervisory boards:

• • PHOENIX Pharma SE, Mannheim

Membership of comparable German and foreign company supervisory bodies:

• • Cimenteries CBR S.A., Brussels, Belgium

• • ENCl Holding N.V., 's-Hertogenbosch, Netherlands

• • Hanson Pioneer España, S.L.U., Madrid, Spain

• • HeidelbergCement Canada Holding Limited, Maidenhead, UK

• • HeidelbergCement Holding S.à.r.l., Luxembourg

• • HeidelbergCement UK Holding Limited, Maidenhead, UK

• • HeidelbergCement UK Holding II Limited, Maidenhead, UK

• • Italcementi Fabbriche Riunite Cemento S.p.A, Bergamo, Italy

• • Lehigh B.V., 's-Hertogenbosch, Netherlands (Chairman)

• • Lehigh Hanson, Inc., Irving, TX, USA

• • Lehigh Hanson Materials Limited, Calgary, Canada

• • PHOENIX Pharmahandel GmbH & Co. KG, Mannheim, Germany

• • PT lndocement Tunggal Prakarsa Tbk., Jakarta, lndonesia

• • S.A. Cimenteries CBR, Braine-l'Alleud, Belgium

Tatjana Ratzel

Year/place of birth

Career

since 2013

1971, Ludwigshafen am RheinHead of Sickness Allowance department at INTER Krankenversicherung AG, Mannheim

2004 since 2002 2001 - 2002 2000 - 2001

Registration as attorney-at-law

INTER Versicherungsgruppe, Mannheim Head Office

Vereinte Krankenversicherung AG, Health Insurance division, Karlsruhe

Mannheimer Versicherung AG, Mannheim Head Office

Education/training 1999

Second State Examination in Law, graduation as fully qualified lawyer

1997 - 1999

Legal traineeship, Heidelberg District Court

1997

First State Examination in Law

1991 - 1996

Study of law at Mannheim University

Positions held on statutory supervisory boards:

None

Membership of comparable German and foreign company supervisory bodies:

None

Thorsten Riehle

Year/place of birth	1970, Mannheim
Career
since 1998	Managing Director of Capitol Betriebs GmbH, Mannheim
1995 - 1997	Producer at GERI Music GbR, Mannheim
1993 - 1994	Press Spokesman at Johanniter-Unfall-Hilfe e.V. Mannheim
Education/training
1991 - 1993	Traineeship at Schwetzinger Zeitung / Hockenheimer Tageszeitung
Qualification as newspaper editor in Schwetzingen in 1993

Positions held on statutory supervisory boards:

None

Membership of comparable German and foreign company supervisory bodies:

• • mg: mannheimer gründungszentren gmbh, Mannheim

• • Stadtmarketing Mannheim GmbH, Mannheim

Dr. Stefan Seipl

Year/place of birth	1962, Linz, Austria
Career
since 2013	Businessman and independent management consultant
2011 - 2012	CEO at E.ON Slovakia and ZSE a.s., Bratislava, Slovakia
2010 - 2011	CFO and CSO at ZSE a.s., Bratislava, Slovakia
2007 - 2010	Member of management at E.ON Energie AG, Munich
Head of divisions including Corporate Development/M&A, International
Investments, Energy Industry, Sales & Marketing
2000 - 2007	Various management functions at E.ON Energie AG and E.ON Energie Group,
Munich, The Hague, London
1997 - 2000	Head of Gas Division, Bayernwerk AG, Munich
1991 - 1997	Head of Gas Procurement Western Europe, Verbundnetz Gas AG, Leipzig
1990 - 1991	Head of Corporate Development, Erdgasversorgungsgesellschaft GmbH,
Leipzig
1987 - 1990	Various functions in gas business at Wintershall AG, Kassel and BASF
Corporation, USA
Education / training
1984 - 1987	Study of business administration at Johannes Kepler University in Linz with
Master of Business Administration at Emory University-Goizueta Business
School, Atlanta, USA
1980 - 1985	Study of law at Johannes Kepler University in Linz, graduating with doctorate

Positions held on statutory supervisory boards:

• • Ferngas Netzgesellschaft mbH, Schwaig (Chairman)

Membership of comparable German and foreign company supervisory bodies:

• • Nordion Energi AB, Malmö, Sweden

Mannheim, January 2021

MVV Energie AG

The Executive Board

Disclosures pursuant to § 125 (5), Sentence 1 AktG in conjunction with Table 3 of the Implementing Regulation (EU) 2018/1212

A1	Unique identifier of the event	b297dcfdd63eeb118116005056888925
A2	Type of message	Invitation to Annual General Meeting
B1	ISIN	DE000A0H52F5
B2	Name of issuer	MVV Energie AG
C1	Date of general meeting	12 March 2021
C2	Time of general meeting	9.00 UTC (10.00 CET)
C3	Type of general meeting	Annual General Meeting
C4	Location of general meeting	Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim
C5	Record date	5 March 2021
C6	Uniform resource locator (URL)	www.mvv.de/investors
D2	Issuer deadline for notification of participation	5 March 2021, 23.00 UTC (24.00 CET)

Financial Calendar

12 February 2021

3M Quarterly Statement: 2021 Financial Year

12 March 2021 Annual General Meeting

The virtual Annual General Meeting will be broadcast live for shareholders and their representatives at the online Shareholder Portal atwww.mvv.de/investors.For all other interested parties, the vir-tual Annual General Meeting will also be broadcast in full by livestream atwww.mvv.de/investors. Recordings of the introduction by the Supervisory Board Chairman and the presentation by the Chief Executive Officer will be available subsequently atwww.mvv.de/investors.

12 May 2021

H1 Interim Report: 2021 Financial Year

13 August 2021

9M Quarterly Statement: 2021 Financial Year

14 December 2021

Annual Report: 2021 Financial Year

14 December 2021

Annual Results Press Conference and Analysts' Conference 2021 Financial Year

11 March 2022 Annual General Meeting

The dates of conference calls to be held with analysts during the financial year will be announced in good time. The financial reports/information will be published on the aforementioned dates as PDF files on our website atwww.mvv.de/investors.

Contact

MVV Energie AG

Philipp Riemen Investor Relations Luisenring 49 68159 Mannheim

T [phone] F [phone]/investors