164 Internal Control System for the Accounting Process Significant Agreements to which the Company Is a Party that Take Effect on a Change of Control of the Company following a Takeover Bid The ministerial approval of the German Federal Minister of Economics and Technology dated July 5/September 18, 2002, on the proposed mergers of E.ON/Gelsenberg and E.ON/ Bergemann contains the following condition: at the direction of the Federal Ministry of Economics and Technology, E.ON must sell to a third party all shares in Ruhrgas AG held by E.ON or its affiliated companies if another company acquires a voting-rights or share-capital majority in E.ON and the acquirer gives reasonable cause for concern that the Federal Republic of Germany's energy policy interests will be negatively affected. The acquirer of Ruhrgas shares requires the prior approval of the Federal Ministry of Economics and Technology; such prior approval may be denied only if the acquirer gives reasonable cause for concern that the Federal Republic of Germany's energy policy interests will be negatively affected. This obliga- tion is valid for a period of ten years after the mergers' con- summation. Debt issued since 2007 contains change-of-control clauses that give the creditor the right of cancellation. This applies, inter alia, to bonds issued by E.ON International Finance B.V. and guaranteed by E.ON AG, promissory notes issued by E.ON AG, and other instruments such as credit contracts. Granting change-of-control rights to creditors is considered good cor- porate governance and has become standard market practice. Further information about financial liabilities is contained in the section of the Combined Group Management Report entitled "Financial Condition" and in Note 26 to the Consoli- dated Financial Statements. Settlement Agreements between the Company and Board of Management Members in the Case of a Change-of-Control Event In the event of a premature loss of a Board of Management position due to a change-of-control event, the service agree- ments of Board of Management members entitle them to severance and settlement payments (see the detailed presen- tation in the Compensation Report). Disclosures Pursuant to Section 289, Paragraph 5, of the German Commercial Code on the Internal Control System for the Accounting Process (Part of the Combined Group Management Report) General Principles We apply Section 315a (1) of the German Commercial Code and prepare our Consolidated Financial Statements in accor- dance with International Financial Reporting Standards ("IFRS") and the interpretations of the International Financial Reporting Interpretations Committee that were adopted by the European Commission for use in the EU as of the end of the fiscal year and whose application was mandatory as of the balance-sheet date (see Note 1 to the Consolidated Financial Statements). Our market units are our IFRS report- able segments. We prepare the E.ON AG Financial Statements in accordance with the German Commercial Code and the German Stock Corporation Act. We prepare a Combined Group Management Report which applies to both the E.ON Group and E.ON AG. Accounting Process The Consolidated Financial Statements are prepared in a multi-step process using the same SAP software throughout the E.ON Group. The financial statements of our market units (prepared by the respective market unit lead company and approved by its independent auditor) are combined at E.ON AG in the Consolidated Financial Statements. E.ON AG is responsible for maintaining and providing support for the consolidation software, for the E.ON-wide standard chart of accounts, and for implementing central consolidation measures. At several E.ON entities, shared service centers con- duct some processes (like human resources management) that have an indirect impact on the accounting process. All companies included in the Consolidated Financial State- ments must comply with our uniform Accounting and Reporting Guidelines for the Annual Consolidated Financial Statements and the Interim Consolidated Financial State- ments. These guidelines include a description of all general E.ON Group consolidation processes as well as the applicable IFRS accounting and valuation principles. They also explain accounting principles (such as those for provisions for nuclear waste management and the treatment of regulatory obliga- tions) typical in the E.ON Group. In addition, all such companies must meet the deadlines of our balance-sheet closing calendar. In conjunction with the closing process, additional qualitative and quantitative information is compiled. Furthermore, dedi- cated quality-control processes are in place for all relevant departments to discuss and ensure the completeness of relevant information on a regular basis.