Annual Meeting: April 28, 2016 At Ameren, compensation is up, with increases in salary and non-equity incentive cash. Salary increased twice in one year for Chairman, President and CEO Warren Baxter (once upon a title change), with a total increase of more than 17% in a single year. The bonus also increased to over $1 million, and is well over twice what it was in 2013. Cash may seem of particular value to an executive that fears declining stock price.

The goal of any company should be to promote long-term and sustainable value creation that can withstand predictable long-term risks faced in the industry. As You Sow has filed two proposals with Ameren that relate to these issues: one that calls for a policy that requires executives to maintain a portion of equity past retirement and the other than asks for a report examining some of the larger questions faced by the company.

The proposal related to executive compensation (number 5 on the ballot) calls on the board to adopt a policy that senior executives retain a significant percentage of shares acquired through equity compensation programs until two years following their departure from the company, through retirement or otherwise. This is a fairly routine shareholder proposal designed to focus on long-term alignment of executive and shareholder interest. If adopted it would prevent an executive from departing a company (particularly at signs of trouble) and immediately cashing out all stock. As we note in a memo on the proposal Ameren’s ownership guidelines are relatively weak.

The goal of this proposal is to encourage executive management to put longer term policies in place that ensure the company can weather longer term risks. We believe it is particularly necessary at Ameren -- a holding company for power and energy companies - which needs to focus on long-term and sustainable value creation that can withstand predictable long-term risks faced in the industry.

The second As You Sow proposal (number 4 on the ballot) focuses on those risks. That proposal calls for Ameren to produce a public report analyzing how Ameren could protect shareholder value, reduce the risk of stranded assets, and decrease its climate change impacts by aggressive renewable energy adoption including:

1. Increasing Ameren’s energy mix to 30 - 50% renewable energy by 2030. 2. Increasing Ameren’s energy mix to 70 - 100% renewable energy by 2050. 3. Propose changes to Ameren’s strategic plans that could help Ameren achieve the above targets.

A memo outlining the rationale for the proposal explains its particular importance at Ameren. The electric power sector is rapidly moving from coal to carbon free renewable energy resources due to a number of convergent environmental imperatives and market forces. These include regulatory requirements for utilities to control particulate matter, mercury, and carbon pollution, as well as plummeting costs for renewable energy. Yet, Ameren has failed to shift away from coal. Ameren is behind its peers in transitioning its energy mix to include more renewable energy resources, leaving it in an ever-more uncompetitive and risky position in which it remains saddled with aging, polluting, high cost coal plants costs for years to come