- t r a n s l a t i o n - Exhibit G-2
Profit and Loss Transfer Agreement
between
E.ON AG - hereinafter E.ON -
and
E.ON Energie AG - hereinafter E.ON Energie
Preamble
E.ON (formerly VEBA AG) concluded a Profit and Loss Transfer Agreement with E.ON
Energie (formerly PreussenElektra AG) on February 17 / March 3, 1986. In
accordance with Sec. 307 of the German Stock Corporation Act (AktG), the
Agreement became legally invalid on December 31, 2000, because in the wake of
Bayernwerk AG's merger into E.ON Energie the latter acquired minority
shareholders.
Because it is intended that after December 31, 2000, a Profit and Loss Transfer
Agreement should continue between E.ON and E.ON Energie, E.ON and E.ON Energie,
taking into account subsequent amendments to relevant laws and in view of the
fact that in the meantime E.ON Energie no longer has minority shareholders, have
agreed to the following:
Section 1
Control
E.ON Energie cedes management control of the company to E.ON. Accordingly, E.ON
is authorized to give instructions to E.ON Energie's Board of Management
regarding the management of the company. E.ON Energie's Board of Management
continues to be responsible for managing day-to-day business and for
representing the company.
Section 2
Profit Transfer
(1) From the effective date of this Agreement, E.ON Energie agrees to transfer
all its profits to E.ON.
(2) In accordance with Sec. 301 of the German Stock Corporation Act (AktG),
"profit" refers to the company's annual income, excluding the profit
transfer and less a loss carry-forward from the previous year. Earnings
retained during the term of the Agreement, shall, at E.ON's request, be
dissolved and transferred to E.ON as profits.
(3) With E.ON's approval, E.ON Energie is authorized to transfer part of its
annual income to retained earnings (Sec. 272, Para. 3 of the German
Commercial Code (HGB)) if such an action is allowable under commercial law
and if such an action makes sound business sense.
(4) The right to transfer profits arises at the end of the business year.
Profits shall be calculated as of this date.
Section 3
Loss Transfer
(1) In accordance with Sec. 302 of the German Stock Corporation Act (AktG),
E.ON agrees, during the term of the Agreement, to compensate E.ON Energie
for any annual loss to the extent that such a loss is not offset by amounts
from retained earnings or from provisions for its own shares built during
the term of the Agreement.
(2) In accordance with Sec. 302 of the German Stock Corporation Act (AktG),
E.ON Energie may not exercise or try to reach a settlement to waive its
claim to loss compensation until three years after the day on which the
termination of the Agreement is entered into the Commercial Register and is
deemed to have been publicized in accordance with Sec. 10 of the German
Commercial Code (HGB). This does not apply if E.ON is insolvent and is in
the process of reaching an agreement with its creditors in order to avoid
or eliminate insolvency proceedings.
(3) Sec. 2, Para. 4 is valid accordingly.
Section 4
Date of Effectiveness and Term
Regarding Sec. 1, the Agreement shall take effect from the time it is entered
into the Commercial Register of E.ON Energie, otherwise from January 1, 2001. It
shall have a term of five years until December 31, 2005, and shall renew itself
automatically for additional terms of one year each if notice of termination is
not provided by one of the parties to the Agreement at least three months before
the end of the financial year. Notwithstanding this, this Agreement can only be
terminated without proper notice for material reasons.
Section 5
Safeguard Clause
If one or more of the provisions of this Agrement become invalid, this does not
affect the validity of the remaining provisions.
Dusseldorf, date: Munich, date:
E.ON AG E.ON Energie AG
