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121To Our Shareholders
Supervisory Board
Year in Review
Combined Group Management Report
Additional Information
Market Units
Corporate Governance
Consolidated Financial Statements
Tables and Explanations
Compensation of the Members of the Board of
Management
Dr. Hans Michael Gaul retired from the Board of Management
on March 31, 2007.
The remaining other compensation of the members of the
Board of Management consists primarily of benefits in kind
from the personal use of company cars and, in the case of
one member, temporary reimbursement for rental payments
on a secondary residence.
The performance rights granted in 2007 as the second tranche
of the E.ON Share Performance Plan were quoted at their
fair value of 83.24 per right on the date of their issuance
and were included in the total compensation of the members
of the Board of Management. This fair value is determined
by means of a recognized option pricing model. The model,
called a Monte Carlo simulation, simulates a large number of
different scenarios for E.ON AG stock and its benchmark index,
the Dow Jones STOXX Utilities Index (Return EUR). According
to the terms and conditions of the E.ON Share Performance
Plan, the intrinsic value of the performance rights is deter-
mined for each scenario based on E.ON stock's outperformance
or underperformance of its benchmark index and the stock's
corresponding payout value. The fair value is equal to the
discounted average of these intrinsic values.
For purposes of internal communications between the Board
of Management and the Supervisory Board, the target value
is used instead of the fair value. The target value is equal to
the cash payout amount of each performance right, if at the
end of the maturity period, E.ON stock maintains its price
and the performance equals the performance of the bench-
mark index. The target value for the second tranche is 96.52
per right and equals the average E.ON stock price during the
60 trading days prior to the issuance of the rights on January 1,
2007. The Executive Committee of the Supervisory Board used
the target value to determine the number of rights to be issued.
These correspond to a target value of 1.35 million for the
Chairman of the Board of Management, 0.8 million for Board
of Management members, and 80 percent of 0.8 million for
the members who joined the Board of Management in 2006.
The German Commercial Code (Section 314, Paragraph 1,
Item 6a, Sentence 9) requires supplemental disclosure of the
Company's expenses for the performance rights granted in
2007 and all tranches existing in the 2007 financial year that
were granted in prior years. The following expenses in accor-
dance with IFRS 2 were recorded for the 2007 financial year:
Dr. Bernotat (5.6 million), Dr. Bergmann (2.6 million),
Mr. Dänzer-Vanotti (0.8 million), Mr. Feldmann (0.4 million),
Dr. Schenck (0.4 million), and Dr. Teyssen (1.6 million).
Income of about 0.1 million was recorded relating to
Dr. Gaul for January 1 March 31, 2007, due to a decline in
the value of SAR and performance rights during this period.
Additional detailed information about E.ON AG's stock-based
compensation program can be found in Note 11 to the Con-
solidated Financial Statements.
No loans were outstanding or granted to members of the
Board of Management in the 2007 financial year.
Pages 14, 15, and 213 contain additional information about
the members of the Board of Management.
Payments Made to Former Members of the
Board of Management
Total payments made to former Board of Management mem-
bers and to their beneficiaries amounted to 6.6 million in
2007 (2006: 11.7 million). Provisions of 97.4 million (2006:
99.9 million) have been provided for pension obligations to
former Board of Management members and their beneficiaries.
The total compensation of the members of the Board of
Management in the 2007 financial year amounted to 20.4 mil-
lion (2006: 21.7 million). Individual members of the Board of
Management were paid the following total compensation:
Dr. Wulf H. Bernotat
Dr. Burckhard Bergmann
Christoph Dänzer-Vanotti
Lutz Feldmann
Dr. Hans Michael Gaul (until March 31, 2007)
Dr. Marcus Schenck
Dr. Johannes Teyssen
Total
Compensation of the Board of Management 2007
Number of
2nd tranche
performance
rights granted
13,987
8,288
6,631
6,631
2,072
6,631
8,288
52,528
Fair value of
2nd tranche
of perfor-
mance rights
1,164,278
689,893
551,964
551,964
172,473
551,964
689,893
4,372,429
Total
5,331,519
3,228,832
2,580,067
2,601,882
806,579
2,595,307
3,286,208
20,430,394
Other
compensation
47,241
28,939
18,103
39,918
6,606
33,343
86,315
260,465
Annual bonus
2,880,000
1,760,000
1,410,000
1,410,000
440,000
1,410,000
1,760,000
11,070,000
Fixed
annual
compensation
1,240,000
750,000
600,000
600,000
187,500
600,000
750,000
4,727,500