ML20353A372

Enclosure 14 - Schedule 14C Information for Union Electric Company - March 2020

ML20353A372
Person / Time
Site:	Callaway
Issue date:	03/31/2020
From:	Ameren Missouri, Union Electric Co
To:	Office of Nuclear Security and Incident Response
Shared Package
ML20353A355	List: ML20353A356 ML20353A359 ML20353A360 ML20353A361 ML20353A362 ML20353A363 ML20353A367 ML20353A368 ML20353A369 ML20353A372 ML20353A373 ML20353A374 ML20353A375 ULNRC-06624, Enclosure 8 - 10-K Filed 02/28/2020
References
ULNRC-06624
Download: ML20353A372 (67)

Text

Enclosure 14 to ULNRC-06624 SCHEDULE 14C INFORMATION FOR UNION ELECTRIC COMPANY - MARCH 2020

Ameren MISSOURI UNION ELECTRIC COMPANY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Union Electric Company:

We will hold the Annual Meeting of Shareholders of Union Electric Company, doing business as Ameren Missouri (the cLCompany) on Thursday, May 7, 2020, at 10:00 am. CDT. In light ofthe emerging public health impact of the coronavirus, or COVID-1 9, and to support the health and well-being of our shareholders, this years Annual Meeting will be held in a virtual meeting format only. You can participate in the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/AEE2O2O.

The business to be conducted at the meeting includes:

(1) electing five directors for terms ending at the annual meeting of shareholders to be held in 2021 and (2) acting on other proper business presented to the meeting.

The Board of Directors of the Company presently knows of no other business to come before the meeting.

If you owned shares of the Companys capital stock at the close of business on March 9, 2020, you are entitled to vote at the meeting and at any adjournment thereof. To participate in the Annual Meeting, you will need the I 6-digit control number included on your Notice Regarding the Availability of Materials or on any additional instructions that accompanied your materials. Online check-in will begin at 9:45 am. CDT. Please allow ample time for the online check-in process.

THERE WILL BE NO SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY.

By order of the Board of Directors.

/Zf&Lt Chonda J. Nwamu Senior Vice President, General Counsel and Secretary St. Louis, Missouri March 26, 2020 IMPORTANT NOTICE REGARDING THE AvAIL6BILITY OF THIS INFORMATION STATEMENT:

THIS INFORMATION STATEMENT AND THE 201 9 FoRM I 0-K, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, ARE AVAILABLE TO YOU AT WMN.AMERENINVESTORS.COM/FINANCIAL-INFO/PROXY-MATERIALS.

TABLE OF CONTENTS TABLE OF CONTENTS PAGE FORWARD-LOOKING INFORMATION 1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 1

CORPORATEGOVERNANCE 4

ftem(1):ElectionofDirectors 4

Information Concerning Nominees to the Board of Directors 4

Board Committees 11 Corporate Governance Policies and Practices 14 Director Compensation 17 OtherMatters 17 EXECUTIVECOMPENSATIONMATTERS 18 Human ResourcesCommittee Report 18 Compensation Discussion and Analysis I 8 Compensation Tables and Narrative Disclosures 39 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 42 Pension Benefits 44 Nonqualifled Deferred Compensation 46 Potential Payments Upon Termination or Change of Control 50 Principal Executive Officer Pay Ratio 57 SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 58 Fiscal Year 2019 58 Fees for Fiscal Years 2019 and 2018 58 Fiscal Year 2020 58 Policy Regarding the Pre-Approval of Independent Registered PublicAccounting Firm Provision of Audit, Audit-Related and Non-Audit Services 59 AUDITAND RISK COMMITTEE REPORT 60 SECURITYOWNERSHIP 61 Securities ofthe Company 61 Securities ofAmeren 61 Stock Ownership Requirement for Named Executive Officers and Members of the Senior Leadership Team 62 Section 16(a) Beneficial Ownership Reporting Compliance 62 SHAREHOLDER PROPOSALS 63 FORMIO-K 64 Ameren Missouri 2020 Information Statement i

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Q.

When and to whom will our Form JO-K be sent?

A.

Our 2019 Form JO-K is being sent, along with the Notice ofAnnual Meeting and this information statement, to all of our shareholders of record at the close of business on March 9, 2020, which is the record date for the determination of shareholders entitled to Vote at the meeting. Note that the 20J 9 Form J 0-K is a combined report forAmeren, Ameren Missouri and Ameren Illinois, which comprise all Ameren companies reporting under the Securities Exchange Act of J 934, as amended (the Exchange Act).

Q.

Who is entitled to vote?

A.

Only shareholders of record of our common stock, $5 par value (Common Stock), and our preferred stock, without par value (Preferred Stock) at the close of business on the record date, March 9, 2020, are entitled to vote at the Annual Meeting. Our two classes of outstanding voting securities on such date consisted of J 02,1 23,834 shares of Common Stock, all of which were owned by Ameren, and 807,595 shares of Preferred Stock of various series.

Q.

What will I be voting on?

A.

Five directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified.

Q.

How many votes do I have?

A.

Our Common Stock and Preferred Stock vote together as a single class on the election of directors.

Each shareholder is entitled to one vote for each share of our stock held (whether Common Stock or Preferred Stock), on each matter submitted to a vote at the Annual Meeting, except that in the election of directors, each shareholder is entitled to vote cumulatively. Accordingly, each shareholder may cast votes equal to the number of directors to be elected multiplied by the number of shares held by that shareholder for only one nominee, or those votes may be distributed among any two or more nominees.

Q.

How many shares must be present to hold the Annual Meeting?

A.

As provided in our Bylaws, in order to conduct the Annual Meeting, holders of more than one-half of the outstanding shares entitled to vote must be present in person or represented by proxy so that there is a quorum.

In determining whether a quorum is present at the Annual Meeting, shares represented by a proxy that directs that the shares abstain from voting or that a vote be withheld on a mailer, will be deemed to be represented at the meeting for quorum purposes. Shares as to which voting instructions are given as to at least one of the matters to be voted on will also be deemed to be so represented. lfthe proxy states how shares will be voted in the absence of instructions by the shareholder, such shares will be deemed to be represented at the meeting.

Q.

What are the vote requirements for each matter?

A.

For the election of directors, the five nominees receiving the highest number of votes of the shares entitled to vote and represented in person or by proxy at the meeting at which a quorum is present will be elected as directors.

For all other matters, if any are properly presented at the meeting, the decision of a majority of the shares entitled to vote on the subject mailer and represented in person or by proxy at the meeting at which a quorum is present will be valid as an act of the shareholders, unless a larger vote is required by law, the Companys Bylaws or the Companys Restated Articles of Incorporation. In tabulating the number of votes on such matters (i) shares represented by a proxy which directs thatthe shares abstain from voting or that a vote be withheld on a matter will be deemed to be represented at the meeting as to such matter, (ii) except as provided in (iii) below, shares represented by a proxy as to which voting instructions are not given as to one or more mailers to be voted on will not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters and (iii) a proxy which states how 2

Ameren Missouri 2020 Information Statement

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CORPORATE GOVERNANCE CORPORATE GOVERNANCE ITEM (1): ELEcTIoN OF DIRECTORS Five directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In the event that any nominee for election as director should become unavailable to serve, votes will be cast for such substitute nominee or nominees as may be nominated by the Nominating and Corporate Governance Committee ofAmerens Board of Directors and approved by the Board of Directors. The Nominating and Corporate Governance Committee, as described below, performs its committee functions for our Board. The Board of Directors knows of no reason why any nominee will not be able to serve as director. The five nominees for director who receive the most votes will be elected.

Our Board of Directors is currently comprised of five directors (Martin J. Lyons, Jr., Mark C. Birk, Fadi M. Diya, Michael L. Moehn and Chonda J. Nwamu), each of whom is an officer of the Company or its affiliates.

As discussed below, the Audit and Risk Committee, as well as the Nominating and Corporate Governance Committee, Human Resources Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee ofAmerens Board of Directors, perform committee functions for our Board.

INFORMATION CONCERNING NOMINEES TO THE BOARD OF DIRECTORS The nominees for our Board of Directors are listed below, along with their ages as of December 31, 201 9, tenure as director, other directorships held by such nominee during the previous five years and business background for at least the last five years. Each nominees biography below also includes a description of the specific experience, qualifications, attributes or skills of each director or nominee that led Amerens Board to conclude that such person should serve as a director of the Company. The fact that we do not list a particular experience, qualification, attribute or skill for a director nominee does not mean that nominee does not possess that particular experience, qualification, attribute or skill. In addition to the specific experiences, qualifications, attributes or skills detailed below, each director or nominee has demonstrated the highest professional and personal ethics, a broad experience in business, government, education or technology, the ability to provide insights and practical wisdom based on their experience and expertise, a commitment to enhancing shareholder value, compliance with legal and regulatory requirements, and the ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with senior management of the Company. In assessing the composition of the Board of Directors, Amerens Nominating and Corporate Governance Committee recommends Board nominees so that collectively, the Board is balanced by having the necessary experience, qualifications, attributes and skills and that no nominee is recommended because of one particular criterion. See CORPORATE GOVERNANCE POLICIES AND PRACTICES Consideration of Director Nominees below for additional information regarding director nominees and the nominating process.

Each nominee has consented to being nominated for director and has agreed to serve if elected. No arrangement or understanding exists between any nominee and the Company or, to the Companys knowledge, any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee.

There are no family relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer. All of the nominees for election to the Board were unanimously recommended by the Nominating and Corporate Governance Committee ofAmerens Board of Directors and were unanimously nominated by our Board of Directors. We have been informed that Ameren intends to cast the votes of all of the outstanding shares of our Common Stock for the election of the nominees named below.

4 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE MARTIN J. LyoNs, JR.

CHAIRMAN AND PRESIDENT OF THE COMPANY Director since: 2009 Age: 53 EXECUTIVE EXPERIENCE:

Mr. Lyons joined the Company, Ameren Illinois, Ameren and Ameren Services in 2001 as Controller. Mr. Lyons was elected Vice President of the Company, Ameren Illinois, Ameren and Ameren Services in 2003. In 2007, his positions were changed to Vice President and Principal Accounting Officer. In 2008, Mr. Lyons was elected Senior Vice President and Principal Accounting Officer ofAmeren and its subsidiaries. In 2009, Mr. Lyons assumed the positions of Senior Vice President and Chief Financial Officer, while remaining as the Principal Accounting Officer, ofthe Company, Ameren Illinois, Ameren and Ameren Services. In 2013, Mr. Lyons was elected Executive Vice President and Chief Financial Officer of the Company, Ameren, Ameren Illinois and Ameren Services and relinquished his duties as ChiefAccounting Officer. In 2016, Mr. Lyons was elected Chairman and President ofAmeren Services and relinquished his position as Executive Vice President and Chief Financial Officer ofAmeren Services. In December 2019, Mr. Lyons was elected as Chairman and President of the Company and relinquished his positions at Ameren, Ameren Illinois, and Ameren Services, as well as his position as Executive Vice President and Chief Financial Officer of the Company.

Mr. Lyons serves or served as a director ofthe following Ameren entities (current and former):

Ameren Illinois, 20092019 Ameren Services, 20102019 Ameren Energy Generating Company, 20092013 AIXI, 20092019 SKILLS AND QUALIFICATIONS:

Based primarily upon Mr. Lyons executive management experience; strong accounting, financial and administrative skills and experience; and tenure with the Company (and its current and former affiliates), Amerens Board concluded that Mr. Lyons should serve as a director of the Company.

MARK C. BIRK SENIOR VICE PRESIDENT, CUSTOMER AND POWER OPERATIONS OF THE COMPANY Director since: 2016 Age: 55 EXECUTIVE EXPERIENCE:

Mr. Birkjoined the Company in 1986 as an engineer. He was elected Vice President ofAmeren Energy, Inc. in 2003. In 2004, Mr. Birk was promoted to Vice President of Power Operations olAmeren. In 2012, Mr. Birk was named Senior Vice President of Corporate Planning ofAmeren Services, and in 2014 he was also elected Senior Vice President, Oversight of Ameren Services. In 201 5, he was elected Senior Vice President, Corporate Safety, Planning and Operations Oversight ofAmeren Services. In January 2017, he was elected Senior Vice President, Customer Operations ofthe Company and relinquished his positions atAmeren Services. In October 2017, he was elected Senior Vice President, Customer and Power Operations of the Company.

Mr. Birk served as a director ofAmeren Illinois from 2016 to 2017.

SKILLS AND QUALIFICATIONS:

Based primarily upon Mr. Birks significant executive management experience; strong strategic planning, engineering and administrative skills and experience; and extensive tenure with the Company (and its current and former affiliates),

Amerens Board concluded that Mr. Birk should serve as a director of the Company.

Ameren Missouri 2020 Information Statement 5

CORPORATE GOVERNANCE FADI M. DIYA SENIOR VICE PRESIDENT AND CHIEF NUCLEAR OFFICER OF THE COMPANY Director since: 2015 Age: 57 EXECUTIVE EXPERIENCE:

Mr. Diya joined the Company in 2005 as superintendent of Design Engineering at Callaway Energy Center in Fulton, Missouri and was later promoted to plant director. In 2008, he was elected Vice President of Nuclear Operations. In 2014, Mr. Diya was elected Senior Vice President and Chief Nuclear Officer of the Company. Prior to joining the Company, Mr. Diya held the position of Manager of Engineering at the Harris Nuclear Plant for Progress Energy.

SKILLS AND QUALIFICATIONS:

Based primarily upon Mr. Diyas extensive executive management, generation and engineering experience; significant strategic planning and administrative skills and experience; and extensive tenure with the Company, Amerens Board concluded that Mr. Diya should serve as a director of the Company.

MICHAEL L. M0EHN EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE COMPANY, AMEREN AND AMEREN ILLINOIS AND CHAIRMAN AND PRESIDENT OF AMEREN SERVICES Director since: 2012 Age: 50 EXECUTIVE EXPERIENCE:

Mr. Moehn joined Ameren Services in 2000 as an Assistant Controller. Mr. Moehn was named Director ofAmeren Services corporate modeling and transaction support in 2001 and elected Vice President of Business Services forAmeren Energy Resources Company, LLC (Resources Company) in 2002. In 2004, Mr. Moehn was elected Vice President of Corporate Planning ofAmeren Services and relinquished his position at Resources Company. In 2008, Mr. Moehn was elected Senior Vice President, Corporate Planning and Business Risk Management ofAmeren Services. On January 1

, 2012, Mr. Moehn assumed the position of Senior Vice President of Customer Operations ofAmeren Illinois and relinquished his position at Ameren Services. Mr. Moehn was elected to Ameren Illinois Board of Directors in April 2012. In 2012, Mr. Moehn was elected to the Board of Directors and as Senior Vice President of Customer Operations of the Company, with responsibility for electric and gas operations, technical services and customer operations in Missouri, and relinquished his directorship and position at Ameren Illinois. Mr. Moehn was elected Chairman and President of the Company on April 1

, 2014. On December 1

, 201 9, Mr. Moehn was elected Executive Vice President and Chief Financial Officer of the Company, Ameren, and Ameren Illinois and President ofAmeren Services and relinquished his position as Chairman and President of the Company.

Mr. Moehn serves as a director of the following Ameren entities:

Ameren Services, 2019present Ameren Illinois, 2019present SKILLS AND QUALIFICATIONS:

Based primarily upon Mr. Moehns significant executive management experience; strong strategic planning, operations and administrative skills and experience; and tenure with the Company (and its affiliates), Amerens Board concluded that Mr. Moehn should serve as a director of the Company.

6 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE CH0NDAJ. NwAMu SENIOR VICE PREsIDENT, GENERAL COUNSEL AND SECRETARY OF THE COMPANY, AMEREN, AMEREN ILLINOIS AND AMEREN SERVICES Directorsince: 2019 Age: 48 EXECUTIVE EXPERIENCE:

Ms. Nwamu joined Ameren Services in September 2016 as Vice President and Deputy General Counsel.

In January 2019, she was elected Senior Vice President and Deputy General Counsel ofAmeren Services.

In August 2019, Ms. Nwamu was elected Senior Vice President, General Counsel and Secretary of the Company, Ameren, Ameren Illinois and Ameren Services. Prior to joining Ameren Services, she served as regulatory counsel at Pacific Gas and Electric Company, a public utility, from 2000 to May 2014 and as managing counsel and senior director from June 2014 to June 2016.

Ms. Nwamu serves as a director of the following Ameren entities:

Ameren Services, 2019present Ameren Illinois, 2019present SKILLS AND QUALIFICATIONS:

Based primarily upon Ms. Nwamus significant management experience; extensive legal, regulatory and administrative skills and experience, Amerens Board concluded that Ms. Nwamu should serve as a director of the Company.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THATYOU VOTE FOR THE ELECTION OF THESE DIRECTOR NOMINEES.

Consideration of Director Nominees Amerens Nominating and Corporate Governance Committee will consider director nominations from shareholders in accordance with Amerens Policy Regarding Nominations of Directors (Director Nomination Policy), a copy of which can be found on Amerens website. The Committee will consider as a candidate any director of the Company who has indicated to the Committee that he or she is willing to stand for reelection as well as any other person who is recommended by any shareholders of the Company who provide the required information and certifications within the time requirements, as set forth in the Director Nomination Policy.

The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. The Company does not normally pay any third party search firm a fee to identify or evaluate or assist in identifying or evaluating nominees and did not do so with regard to the nominees recommended for election in this information statement.

In considering a potential nominee for the Board, shareholders should note that in selecting candidates, Amerens Nominating and Corporate Governance Committee endeavors to find individuals of high integrity who have a solid record of leadership and accomplishment in their chosen fields and who display the independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, to provide practical insights and diverse perspectives and to contribute to the regular refreshment of skill sets represented on the Board. Candidates also will be assessed in the context of the then-current composition of the Board, the average tenure of the Board, the operating requirements of the Company and the long-term interests of all shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates Ameren Missouri 2020 Information Statement 7

CORPORATE GOVERNANCE for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills),

director tenure, board refreshment and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. In such cases, Amerens Nominating and Corporate Governance Committee will direct its third-party search firm to provide a list of candidates dominated by certain underrepresented categories, such as women or racial or ethnic minorities. These focused searches have contributed to the diversity ofthe Companys current Board. Amerens Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually.

Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Nominating and Corporate Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.

Amerens Nominating and Corporate Governance Committee considers the following qualifications at a minimum in recommending to the Board potential new Board members, or the continued service of existing members:

the highest professional and personal ethics; broad experience in business, government, education or technology; ability to provide insights and practical wisdom based on their experience and expertise; commitment to enhancing shareholder value; sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number; compliance with legal and regulatory requirements; and ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with senior management of the Company.

Other than the foregoing, there are no stated minimum criteria for director nominees, although Amerens Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. Amerens Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an audit committee financial expert as defined by SEC rules. In addition, because the Company is committed to maintaining its tradition of inclusion and diversity within the Board, each assessment and selection of director candidates will be made by Amerens Nominating and Corporate Governance Committee in compliance with Amerens policy of non-discrimination based on race, color, religion, sex, national origin, ethnicity, age, disability, veteran status, pregnancy, marital status, sexual orientation or any other reason prohibited by law.

Amerens Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Companys long-term business interests.

8 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE Risk Oversight Process Given the importance of monitoring risks, Amerens Board has determined to utilize a committee specifically focused on oversight of the risk management of Ameren and its subsidiaries, including the Company. Amerens Board has charged its Audit and Risk Committee with oversight responsibility of Amerens and its subsidiaries overall enterprise risk management process, which includes the identification, assessment, mitigation and monitoring of risks forAmeren and its subsidiaries. Amerens enterprise risk management program is a comprehensive, consistently applied management framework that is designed to ensure all forms of risk and opportunity are identified, reported and managed in an effective manner. Risk management is embedded into business processes and key decision-making at all levels of the Company.

Amerens Audit and Risk Committee meets on a regular basis to review the enterprise risk management processes, at which time applicable members ofAmerens and the Companys senior management provide reports to the Audit and Risk Committee. Amerens Audit and Risk Committee coordinates this oversight with other committees ofAmerens Board having primary oversight responsibility for specific risks (see BOARD COMMITTEES below). Each ofAmerens standing Board committees receives regular reports from members ofAmerens and the Companys senior management concerning its assessment ofAmeren and Company risks within the purview of such committee. Each such committee also has the authority to engage independent advisers. The risks that are not specifically assigned to an Ameren Board committee are considered by Amerens Audit and Risk Committee through its oversight of the enterprise risk management process of Ameren and its subsidiaries. Amerens Audit and Risk Committee then discusses with members of Amerens and the Companys senior management methods to mitigate such risks.

Notwithstanding Amerens Board of Directors oversight delegation to Amerens Audit and Risk Committee, the entire Board is actively involved in risk oversight. Amerens Audit and Risk Committee annually reviews forAmerens Board which committees maintain oversight responsibilities described above and the overall effectiveness of the enterprise risk management process. In addition, at each of its meetings, Amerens Board receives a report from the Chair of the Audit and Risk Committee, as well as from the Chair of each of the other standing committees ofAmerens Board identified below, each ofwhich is chaired by an independent director in accordance with the committee charters. Through the process outlined above, Amerens Board believes that its leadership structure provides effective oversight of risk management ofAmeren and its subsidiaries.

Consideration of Risks Associated with Compensation In evaluating the material elements of compensation available to executives and other Company employees, Amerens Human Resources Committee takes into consideration whether the compensation policies and practices ofAmeren and certain of its subsidiaries, including the Company, may incentivize behaviors that might lead to excessive risk taking. Amerens Human Resources Committee, with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC (Meridian), and Ameren management, reviews the compensation policies and practices each year for design features that have the potential to encourage excessive risk taking. The program contains multiple design features that manage or mitigate these potential risks, including:

an appropriate balance of fixed and variable pay opportunities; caps on incentive plan payouts; the use of multiple performance measures in the compensation program; Ameren Missouri 2020 Information Statement 9

+

CORPORATE GOVERNANCE measurement of performance at the corporate level; a mix between short-term and long-term incentives, with an emphasis for executives on rewarding long-term performance; Ameren Human Resources Committee discretion regarding individual executive awards; oversight by non-participants in the plans; a code of conduct, internal controls and other measures implemented by Ameren and its subsidiaries, including the Company; anti-hedging and anti-pledging policies for executives; a clawback provision in the 2014 Omnibus Incentive Compensation Plan (the 2014 Plan) and the 2006 Omnibus Incentive Compensation Plan (the 2006 Plan) that applies to annual and long-term incentive plan grants; and stock ownership requirements applicable to members ofAmerens management team (including the NEOs as defined under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS below, other officers who are subject to reporting under Section 1 6 of the Securities Exchange Act of 1934 (collectively, the Section 16 Officers), and other members of Amerens Senior Leadership Team) and stock ownership guidelines applicable to all other members of Amerens management team.

Based upon the above considerations, Amerens Human Resources Committee determined that the Companys compensation policies and practices are not reasonably likely to create risks that have a material adverse effect on the Company.

Board Leadership Structure The Companys Bylaws delegate to the Companys Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and President. The Board annually considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and President. This decision is based upon the Boards determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience ofthe individual(s) filling those positions and other relevant factors.

The Board has determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of Mr. Lyons, is a leadership structure that combines the roles of Chairman of the Board and President with Mr. Lyons filling those roles for the following primary reasons:

such a Board leadership structure with a combined Chairman and President has previously served the Company and its shareholders well, and the Board expects that the structure will continue to serve them well, based primarily on Mr. Lyons background, skills and experience, as detailed in his biography above; since Ameren owns all of the Companys Common Stock, the Company receives significant independent oversight by Amerens Board of Directors (for example, only independent directors serve on all standing Board committees, including the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee of Amerens Board (see BOARD COMMITTEES below); Amerens Nominating and Corporate Governance Committee recommends to Amerens Board, and Amerens Board subsequently nominates, director I 0 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE candidates for the Companys Board; and any Company director, as a result ofAmerens ownership of all the Companys Common Stock, may be removed by Amerens Board at any time, with or without cause);

a non-independent Chairman of the Board continues to be the principal board leadership structure among public companies in the United States, including Amerens peer companies; and there is no empirical evidence that separating the roles of Chairman and President (or Chief Executive Officer) improves returns for shareholders.

Based on oversight by Amerens Board, as described above, Amerens ownership of all the Companys Common Stock and the economic rights of the holders of the Preferred Stock being senior in priority to the Common Stock, and the Companys current Board composition and leadership structure, the Board has not appointed a lead independent director. The Board recognizes that depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. The Company is committed to reviewing this determination on an annual basis.

Director Independence All nominees for director of the Companys Board are officers of the Company or its affiliates and therefore, do not qualify as cLindependent under the NYSE listing standards. As previously explained, the Company has no securities listed on the NYSE and therefore is not subject to the NYSE listing standards.

BOARD COMMITTEES As described below, the Board of Directors utilizes the Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee ofAmerens Board of Directors to perform such committee functions for the Companys Board. The chairs and members of those committees are recommended by Amerens Nominating and Corporate Governance Committee, appointed annually by Amerens Board and are identified below. Amerens Audit and Risk Committee, Human Resources Committee, and Nominating and Corporate Governance Committee are comprised entirely of non-management directors, each of whom Amerens Board of Directors has determined to be independent as defined by the relevant provisions of the Sarbanes-Oxley Act of 2002, the NYSE listing standards and Amerens Policy Regarding Nominations of Directors (the Director Nomination Policy). In addition, Amerens Nuclear, Operations and Environmental Sustainability Committee and Finance Committee are currently comprised entirely of non-management directors, each of whom Amerens Board has also determined to be independent under the Director Nomination Policy. A more complete description of the duties of each standing Board committee is contained in each standing Board committees charter available at www.amereninvestors.com/corporate-governance.

Ameren Missouri 2020 Information Statement 11

CORPORATE GOVERNANCE Audit and Risk Committee Meetings in 2019: 10 J. Edward Coleman, Chair Catherine S. Brune Ward H. Dickson Noelle K. Eder Craig S. Ivey Each of J. Edward Coleman and Ward H. Dickson qualifies as an audit committee financial expert as that term is defined by the SEC.

Appoints and oversees the independent registered public accountants; pre-approves all audit, audit-related services and non-audit engagements with independent registered public accountants.

Ensures that the lead and concurring audit partners of the independent accountants are rotated at least every five years, as required by the Sarbanes-Oxley Act of 2002; considers a potential rotation of the independent accountant firm.

Evaluates the qualifications, performance and independence ofthe independent accountant, including a review and evaluation of the lead partner of the independent accountant, taking into account the opinions of management and the Companys internal auditors, and presents its conclusions to the full Board on an annual basis.

Approves the annual internal audit plan, annual staffing plan and financial budget of the internal auditors; reviews with management the design and effectiveness of internal controls over financial reporting.

Reviews with management and independent registered public accountants the scope and results of audits and financial statements, disclosures and earnings press releases.

Reviews the appointment, replacement, reassignment or dismissal of the leader of internal audit or approves the retention of, and engagement terms for, any third-party provider of internal audit services; reviews the internal audit function.

Reviews with management the enterprise risk management processes, which include the identification, assessment, mitigation and monitoring of risks, including strategic, operational and cybersecurity risks, on a Company-wide basis.

Coordinates its oversight of enterprise risk management with other Board committees having primary oversight responsibilities for specific risks.

Oversees an annual audit of the Companys political contributions; performs other actions as required by the Sarbanes-Oxley Act of 2002, the NYSE listing standards and its Charter.

Reviews with management the results of any cybersecurity risk assessments or audits, reports of investigations into significant cybersecurity events and assessments of the Companys insurance coverage for significant cybersecurity operational risks.

Reviews investigatory, legal and regulatory matters that may have a material effect on financial statements.

Establishes a system by which employees may communicate directly with members of the Committee about accounting, internal controls and financial reporting deficiency.

Oversees the Companys enterprise ethics and compliance program, including the code of business conduct (referred to as its Principles of Business Conduct) and Code of Ethics for Principal Executive and Senior Financial Officers (see CoRPoTE GOVERNANCE POLICIES AND PCTICES below); the identification and adherence to compliance obligations; and Company governance processes and policies.

12 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE Human Resources Committee Meetings in 2019: 6 James C. Johnson, Chair Reviews and approves objectives relevant to the compensation of the Chief Executive Officer of the Company and Presidents of its subsidiaries as well as other Cynthia J. Brinkley executive officers.

Richard J. Harshman Administers and approves awards under the incentive compensation plan.

Steven H. Lipstein Stephen R Wilson Administers and approves incentive compensation plans, executive employment agreements, if any, severance agreements and change of control agreements.

Reviews with management, and prepares an annual report regarding, the Compensation Discussion and Analysis section of the Companys Form I 0-K and proxy statement.

Acts on important policy matters affecting personnel; recommends to the Board amendments to those pension plans sponsored by the Company or any of its subsidiaries, except as otherwise delegated.

Reviews with management the Companys human capital management practices, including diversity and inclusion initiatives.

Performs other actions as required by the NYSE listing standards and its Charter, including the retention of outside compensation consultants and other outside advisors.

Reviews the Companys compensation policies and practices to determine whether they encourage excessive risk taking.

Nominating and Corporate Governance Committee Meetings in 2019: 6 Catherine S. Brune, Chair Adopts policies and procedures for identifying and evaluating director nominees; identifies and evaluates individuals qualified to become Board members and director candidates, Rafael Flores including individuals recommended by shareholders.

James C. Johnson Reviews the Boards policy for director compensation and benefits.

Steven H. Lipstein Establishes a process by which shareholders and other interested persons will be able to communicate with members ofthe Board.

Develops and recommends to the Board corporate governance guidelines; oversees the Companys Related Person Transactions Policy (see CORPORATE GOVERNANCE POLICIES AND PpCTICES below).

Assures that the Company addresses relevant public affairs issues from a perspective that emphasizes the interests of its key constituents (including, as appropriate, shareholders, employees, communities and customers); reviews and recommends to the Board shareholder proposals for inclusion in proxy materials.

Reviews semi-annually with management the performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with shareholders, employees, communities and customers).

Performs other actions as required by the NYSE listing standards and its Charter, including the retention of independent legal counsel and other advisors.

Ameren Missouri 2020 Information Statement I 3

CORPORATE GOVERNANCE Nuclear, Operations and Environmental Sustainability Committee Meetings in 2019: 6 Richard J. Harshman, Chair Oversees and reviews the Companys nuclear and other electric generation and electric and gas transmission and distribution operations, including safety (including emergency Cynthia J. Brinkley preparedness and response), environmental matters, plant physical and cyber security, Noelle K. Eder performance and compliance issues and risk management policies and practices related Ellen M. Fitzsimmons to such operations.

Rafael Flores Reviews the impact of any significant changes in, and oversees compliance with, laws, Craig S. lvey regulations and standards specifically related to the Companys facilities and operations.

Reviews the results of major inspections and evaluations by regulatory agencies and oversight groups and managements response thereto.

Reviews the Companys policies, practices, programs and performance related to environmental sustainability, as well as significant communications and reporting to stakeholders regarding environmental sustainability mailers.

Reviews and reports to the Board on the effectiveness of management in operating and managing, and the principal risks (including regulatory, reputational, business continuity, and environmental sustainability risks, including those related to climate change and water resource management) related to the Companys operating facilities, including the Companys nuclear energy center.

Advises the Human Resources Committee on appropriate safety, environmental sustainability and operational goals to be included in the Companys executive compensation programs and plans.

Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.

Finance Committee Meetings in 2019: 8 Stephen R. Wilson, Chair Oversees overall financial policies and objectives ofthe Company and its subsidiaries, including capital project review and approval of financing plans and transactions, J. Edward Coleman investment policies and rating agency objectives.

Ward H. Dickson Reviews and makes recommendations regarding the Companys dividend policy.

Ellen M. Fitzsimmons Reviews and recommends to the Board the capital budget of the Company and its subsidiaries; reviews, approves and monitors all capital projects with estimated capital expenditures of between $25 million and $50 million; recommends to the Board and monitors all capital projects with estimated capital costs in excess of $50 million.

Reviews and recommends to the Board the Companys and its subsidiaries debt and equity financing plans.

Oversees the Companys commodity risk assessment process, system of controls and compliance with established risk management policies and procedures.

Performs other actions as required by its Charter, including the retention of legal, accounting or other advisors.

CoRPoiTE GOVERNANCE POLICIES AND PicTIcES Corporate Governance Policies, Committee Charters and Codes of Conduct Amerens Board of Directors has adopted a Director Nomination Policy, a Policy Regarding Communications to the Board of Directors and a Related Person Transactions Policy, each applicable to Ameren and certain of its subsidiaries, including the Company, and written charters for its Audit and Risk Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Nuclear, Operations and Environmental Sustainability Committee and Finance Committee. Amerens Board of Directors also has adopted a code of business conduct (referred to as Amerens Principles of Business Conduct) 14 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE applicable to all ofthe directors, officers and employees ofAmeren and its subsidiaries, including the Company, and a Code of Ethics for Principal Executive and Senior Financial Officers of all Ameren companies. These documents and other items relating to the governance of the Company can be found in the Investors section of Amerens website at www.amereninvestors.com/corporate-governance. These documents are also available in print free of charge to any shareholder who requests them from the Office of the Companys Secretary.

Board and Committee Meetings and Annual Meeting Attendance During 2019, the Board of Directors met four times. All then-incumbent directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board committees of which they were members held during the period for which such directors have been directors.

The Company has adopted a policy under which Board members are expected to attend each shareholders meeting. At the 201 9 annual meeting of shareholders, all of the then-incumbent directors (and nominated for election in 2019) were in attendance.

Standing Board Committee Governance Practices Amerens standing Board committees focus on good governance practices. These include:

requiring several meetings to discuss important decisions; receiving meeting materials well in advance of meetings; and conducting executive sessions with committee members only.

Common Stock Ownership Requirement Ameren has a stock ownership requirement for members of the Senior Leadership Team (which includes the NEOs) that fosters long-term common stock ownership and aligns the interests of the Senior Leadership Team and shareholders. As set forth Amerens Corporate Governance Guidelines, each member of the Senior Leadership Team is required to own shares ofAmerens common stock valued as a percentage of base salary as follows:

President and Chief Executive Officer ofAmeren: 6 times base salary; Chief Financial Officer ofAmeren and each Ameren business segment President: 3 times base salary; Other Section 1 6 Officers: 2 times base salary; and I

All other members of the Senior Leadership Team: 1 times base salary.

If at any time a member of the Senior Leadership Team does not satisfy the applicable stock ownership requirement, such member must retain at least 75 percent of the after-tax shares he or she acquires upon the vesting and settlement of (i) awards that are then outstanding under Amerens equity compensation programs and (ii) any future awards granted underAmerens equity compensation programs, until the applicable stock ownership requirement is satisfied. All NEOs are in compliance with the stock ownership requirements, including taking into account any base salary increases for fiscal year 2020, with the exception of Ms. Amirthalingam, who became a Section 16 officer in 2018 and remains subjectto the foregoing retention requirements.

Related Person Transactions Policy Amerens Board of Directors has adopted the Ameren Corporation Related Person Transactions Policy. The policy applies to Ameren and its subsidiaries, including the Company, which are registered companies under the Exchange Act. This wriffen policy provides that Amerens Nominating and Corporate Governance Committee will review and approve Related Person Transactions (as defined below); provided thatAmerens Human Resources Ameren Missouri 2020 Information Statement I 5

CORPORATE GOVERNANCE Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose annual compensation exceeds $1 20,000. The Chair ofAmerens Nominating and Corporate Governance Committee has been delegated authority to act between Nominating and Corporate Governance Committee meetings. References in this section to the Nominating and Corporate Governance Committee and the Human Resources Committee refer to Amerens Nominating and Corporate Governance Commiffee and Amerens Human Resources Committee, respectively.

For purposes ofthis policy, immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner of the Company, and any person (other than domestic employees) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.

The policy defines a ctRelated Person Transaction as a transaction (including any financial transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)) in which Ameren (including the Company and any ofAmerens other subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than: (1) competitively bid or regulated public utility services transactions; (2) transactions involving trustee type services; (3) transactions in which the Related Persons interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis; (4) an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SECs executive and director compensation proxy statement disclosure rules, or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SECs executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a named executive officer as that term is defined in the SECs executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to Amerens Board of Directors for approval, by the Human Resources Committee ofAmerens Board of Directors; or (5) compensation of or transaction with a director, if the compensation or transaction is or will be reported pursuant to the SECs executive and director compensation proxy statement disclosure rules.

Related Person is defined as (1 ) each director, director nominee and executive officer of the Company, (2) any person who is known by the Company (or any subsidiary of the Company) to be the beneficial owner of more than five percent of any class of the Companys voting securities, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all immediate family members of such person has a ten percent or greater beneficial interest.

The Office ofthe Secretary ofAmeren assesses whether a proposed transaction is a Related Person Transaction for purposes ofthe policy.

The policy recognizes that Related Person Transactions may, in some circumstances, be in the best interests of the Company and its shareholders.

The approval procedures in the policy identify the factors the Nominating and Corporate Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Corporate Governance 16 Ameren Missouri 2020 Information Statement

CORPORATE GOVERNANCE Committee will consider all of the relevant facts and circumstances available to the Nominating and Corporate Governance Committee, including (if applicable) but not limited to: the benefits to the Company; the actual or apparent conflict of interest of the Related Person in the event of the Related Person Transaction, including, but not limited to, the impact on a directors independence; the availability and costs of other sources for comparable products or services; the terms of the transaction; the terms available to or from unrelated third parties or to employees generally; and an analysis of the significance of the transaction to both the Company and the Related Person. The Nominating and Corporate Governance Committee will approve or ratify only those Related Person Transactions (a) that are in compliance with applicable SEC rules and regulations, NYSE listing requirements and the Companys policies, including but not limited to the Principles of Business Conduct and (b) that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Nominating and Corporate Governance Committee determines in good faith. The policy provides for the pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions up to one year prior to the commencement of the transaction.

During 201 9, other than employment by the Company or its affiliates, the Company had no Related Person Transactions with directors and nominees for director and no Related Person Transactions are currently proposed.

DIRECTOR COMPENSATION Directors who are employees or directors ofAmeren or any of its subsidiaries receive no additional compensation for their services as Company directors. All nominees for director are employees ofAmeren or its subsidiaries.

OTHER MATTERS The Board of Directors does not know of any matter, other than the election of directors, which may be presented attheAnnual Meeting.

Ameren Missouri 2020 Information Statement If

. - _.y_7-

EXECUTIVE COMPENSATION MATTERS EXECUTIVE COMPENSATION MATTERS The information contained in the following Human Resources Committee Report shall not be deemed to be soliciting material or filed or ncorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 ofthe Exchange Ac1 exceptto the extentthat the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

HUMAN RESOURCES C0MMIUEE REPORT The Human Resources Committee (the Committee) olAmeren Corporations (Ameren) Board of Directors discharges the Boards responsibilities relating to compensation of Union Electric Companys (the Company) executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses and other compensation plans, policies and programs of the Company.

The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report portions of the information statement, as described in the Committees Charter. The Compensation Discussion and Analysis has been prepared by management of the Company and its affiliates.

The Committee met with management of the Company and its affiliates and the Committees independent consultant to review and discuss the Compensation Discussion and Analysis. Based on the foregoing review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this information statement, and the Board approved that recommendation.

Ameren Human Resources Committee:

James C. Johnson, Chairman Cynthia J. Brinkley Richard J. Harshman Steven H. Lipstein Stephen R. Wilson COMPENSATION DIScUSSION AND ANALYSIS This Compensation Discussion and Analysis (CD&A) describes the compensation decisions made for 2019 with respectto our Named Executive Officers or NEOs. Our NEOs are listed in the following table and the Summary Compensation Table on page 39.

Named Executive Officers Name Title Martin J. Lyons, Jr.

Chairman and President, Ameren Missouri*

Michael L. Moehn Executive Vice President and Chief Financial Officer, Ameren*

Warner L. Baxter Chairman, President and Chief Executive Officer, Ameren Fadi M. Diya Senior Vice President and Chief Nuclear Officer, Ameren Missouri Bhavani Amirthalingam Senior Vice President and Chief Digital Information Officer, Ameren Services Gregory L. N&son Retired Senior Vice President, General Counsel and Secretary, Ameren**

From January 1, 2019 through November 30, 2019, Mr. Moehn served as Chairman and President, Ameren Missouri, and Mr. Lyons served as Executive Vice President and Chief Financial Officer, Ameren.

Mr. Nelson retired fromAmeren effectiveAugust 1, 2019.

I 8 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS 2019 Executive Compensation Highlights Amerens pay-for-performance program led to the following actual 2019 compensation being earned:

2019 annual short-term incentive base awards based on EPS, safety performance and customer-focused measures were earned at 145.85 percent oftarget, subjectto the individual performance modifications discussed below. This payout reflected strong financial and operational performance by Ameren and its subsidiaries in 201 9 that was due, in part, to the strong execution of Amerens strategy, including successful execution of approximately $2.4 billion in capital projects, improved safety performance, solid reliability of its operations for the benefit of customers, strategic capital allocation, disciplined cost management and achieving constructive state regulatory outcomes.

The long-term incentive awards granted in 2017 were earned at 147.5 percent oftarget based on Amerens strong total shareholder return (TSR) relative to the defined PSU peer group (ranking sixth out of I 7 companies) over the three-year measurement period (201 7201 9), which was primarily driven by share price appreciation of approximately 46 percent. The January 1

, 2017 PSU awards increased in value from $52.46 per share on the grant date to $76.80 per share as of December 31

, 201 9. In addition, during the period, Amerens TSR significantly outperformed the S&P 500 Utility Index and the Philadelphia Utility Index. This strong performance was attributable to the sustained execution ofAmerens strategy that is delivering superior value to customers and shareholders.

Guiding Objectives Our objective for compensation of the NEOs is to provide a competitive total compensation program that is based on the size-adjusted median ofthe compensation opportunities provided by similar utility companies, adjusted for our short-and long-term performance and the individuals performance. The adjustment for our performance aligns the long-term interests of the NEOs with that of our shareholders to maximize shareholder value.

Ameren Missouri 2020 Information Statement I 9

EXECUTiVE COMPENSATION MATTERS Amerens compensation philosophy and related governance features are executed by several specific policies and practices that are designed to align Amerens executive compensation with long-term shareholder interests, including:

I Develop pay opportunities at the size-adjusted X

No employment agreements.

median of those provided by similar utility companies, with actual payouts dependent on our X

No employee, officer or director is permitted to hedge corporate short-and long-term performance and the Ameren securities.

individuals performance.

x No executive officer or director is permitted to pledge

/

Maintain a short-term incentive program that is Ameren securities.

entirely performance-based with the primary focus on x

No tax gross-up payments on perquisites.

our EPS and additional focus on safety and customer metrics and individual performance.

X No dividends or dividend equivalents paid on unearned incentive awards.

/

Design our long-term incentive program with the primary focus on our TSR versus that of a utility X

No repricing or backdating of equity-based peer group.

compensation awards.

I Include in our short-term and long-term incentive K

No excise tax gross-up payments except for officers awards clawback provisions that are triggered if who became participants in the Change of C.ontrol Ameren makes certain financial restatements, or if Severance Plan prior to October 1, 2009.

the award holder engages in conduct or activity that is detrimental to Ameren or violates the confidentiality or customer or employee non-solicitation provisions.

/

Maintain stock ownership requirements for Amerens Senior Leadership Team and its non-management directors.

I Provide only limited perquisites, such as financial and tax planning.

/

Change of control severance pay and accelerated vesting of PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.

I Engage an independent compensation consultant who reports directly to the Committee.

20 Ameren Missouri 2020 Information Statement What we do:

What we dont do:

EXECUTIVE COMPENSATION MATTERS Overview of Executive Compensation Program Components In 201 9, our compensation program for the NEOs consisted of several compensation elements, each of which is discussed in more detail below.

1i,I

.] Hi

[:TdliI:

Base Salary Set annually by the Human Resources Committee based upon Market Data (as defined below), executive performance, and other factors.

Short4erm Cash Incentive Pay Based on GMP diluted EPS, safety performance incentives and customer-focused measures, with an individual performance modifier.

Long-term Performance Share Units 70% of the value of the long-term incentive award is granted in incentives (PSUs) the form of PSUs. PSUs have a three-year performance period with the award amount dependent on TSR compared to utility industry peers.

Restricted Stock Units 30% of the value of the long-term incentive award is granted in (RSUs) the form of time-based RSUs. RSUs have a vesting period of approximately 38 months.

Other Retirement Benefits Employee benefit plans available to all employees, including 401(k) savings and pension plans.

a Supplemental retirement benefits that provide certain benefits not available due to tax limitations.

I Deferred compensation program that provides the opportunity to defer part of base salary and short-term incentives, with earnings on the deferrals based on market rates.

Double-Trigger Change a

Change of control severance pay and accelerated vesting of of Control Protections PSUs and RSUs require both (i) a change of control and (ii) a qualifying termination of employment.

Limited Perquisites Company provides limited perquisites to the NEOs, such as financial and tax planning.

Ameren also provides various health and welfare benefits to the NEOs on substantially the same basis as it provides to all salaried employees.

Each element is reviewed individually and considered collectively with other elements of Amerens compensation program to ensure that it is consistent with the goals and objectives of that particular element of compensation as well as Amerens overall compensation program.

Market Data and Compensation Peer Group In October 2018, the Committees independent consultant collected and analyzed comprehensive data regarding similar utility industry companies, including base salary, target short-term incentives (non-equity incentive plan compensation) and long-term incentive opportunities. The data was obtained from a proprietary database maintained byAon Hewitt.

Ameren Missouri 2020 Information Statement 21

EXECUTIVE COMPENSATION MATTERS The elements of pay were benchmarked both individually and in total to the same comparator group.

Compensation opportunities for the NEOs were compared to the size-adjusted median of the compensation opportunities for comparable positions provided by utility companies similar to Ameren (the Market Data), defined as regulated utility industry companies in a revenue size range approximately one-half to double Amerens size, with a few exceptions (Amerens compensation peers). To the extent utility industry data is not available, general industry data is used. The Committees independent consultant used statistical techniques to adjust the data to be appropriate forAmerens revenue size. Our compensation peers have a range of revenues, but because of the use of regression analysis, this did not necessarily impact the Market Data.

Ameren provides compensation opportunities at levels informed by the Market Data, and designs its incentive plans to pay more or less than the target amount when performance is above or below target performance levels, respectively. Thus, Amerens plans are designed to result in payouts that are market-appropriate given its performance for that year or period.

The companies identified as the compensation peers used to develop 2019 compensation opportunities from the above-described data are listed in the graphic below. The list is subject to change each year depending on merger and acquisition activity, the availability of the companies data through Aon Hewitts database and the continued appropriateness of the companies in terms of size and industry in relation to Ameren.

Psu Peer Group For purposes of measuring Amerens relative TSR performance for the PSU awards, Ameren uses a distinct peer group (the PSU Peer Group) that overlaps with the compensation peers discussed above. The 201 9 PSU Peer Group was established as of December 201 8 using the following criteria:

Classified as a Listed United States Power Company within S&P Global Intelligences Market Intelligence database.

Market capitalization greater than $2 billion.

Minimum S&P credit rating of BBB- (investment grade).

Dividends flat or growing over the last twelve-month period.

Not an announced acquisition target.

Not undergoing a major restructuring.

The I 9 companies included in the 201 9 PSU Peer Group as of January 1, 201 9 are listed in the graphic below. These PSU Peer Group companies are not entirely the same as the compensation peers used for market pay comparisons, because inclusion in this group was not dependent on a companys revenues relative to Ameren or its participation in an executive pay database. At the end of the perFormance period, the final 2019 PSU Peer Group may be impacted by acquisition and restructuring events.

22 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS COMPARISON OF COMPENSATION PEER GROUP AND PSU PEER GROUP 2019 Compensation Peer Group 2019 PSU Peer Group CenterPoint Energy, Inc.

Alliant Energy Corporation Entergy Corporation Dominion Resources, Inc.

Amencan Electnc PowerCompany Evergy, Inc.

DTE Energy Company CMS Energy Corporation Eversource Energy OGE Energy Company Consolidated Edison IDACORP, Inc.

PG&E Corporation Duke Energy Corporation Northwestern Corporation SCANA Corporation Edison International f

Portland General Electric Company Sempra Energy FirstEnergy Corporation Southern Company Vectren Corporation NiSource Inc.

Pinnacle West Capital Corporaon PNM Resources Inc.

WEC Energy Group XceI Energy, Inc.

Mix of Pay Ameren believes that both cash compensation and non-cash compensation are appropriate elements of a market-competitive, performance-based, shareholder-aligned total rewards program. Cash compensation is short-term compensation (i.e., base salary and annual incentive awards), while non-cash compensation is generally long-term compensation (i.e., equity-based incentive compensation).

A significant percentage of total compensation is allocated to short-term and long-term incentives as a result of the philosophy mentioned above. During 201 9, there was no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term compensation. Rather, the Committee reviewed the Market Data provided by its consultant to determine the appropriate level and mix of incentive compensation. The allocation between current and long-term compensation was based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive award values. By following this process, the impact on executive compensation is to increase the proportion of pay that is at risk as an individuals responsibility within the Company increases and to create long-term incentive opportunities that exceed short-term opportunities for NEOs.

Ameren Missouri 2020 Information Statement 23

EXECUTIVE COMPENSATION MATTERS 2019 Fixed Versus At-Risk Compensation Chairman and President Other Named Executive Officers (average)

At Risk Compensation, 73%

Fixed Compensation (base salary),

27%

At Risk Compensation, 70%

Fixed Compensation (base salary),

30%

2019 Total Cash Versus Equity-Based Compensation Chairman and President Other Named Executive Officers (average)

Total Cash-based Compensation, 48%

Comon, 2019 Short-Term and Long-Term Incentive Compensation Targets Total Cash-based Compensation, 50%

Name Short-Term Incentive Targets Long-Term Incentive Targets Lyons 75%

195%

Moehn 70.5%*

180%

Baxter 1 1 5%

400%

Diya 65%

155%

Amirthalingam 55%

100%

Nelson 65%

160%

Represents a weighted average due to incentive target Changes related to Mr. Moehns Change in position during 2019.

24 Ameren Missouri 2020 Information Statement

_____1__

EXECUTIVE COMPENSATION MATTERS Base Salary Amerens base salary program is designed to reward the NEOs with market competitive salaries based Upon role, experience, competence and sustained performance.

Ameren determines the amount for base salary by referencing the Market Data discussed above. Based on this data and the scope of each NEOs role, a base salary range was established for each position at +1-20 percent of the established market rate for the position. The base salary of each NEO is typically managed within this pay range.

In 2018, Mr. Warner L. Baxter (Chairman, President and Chief Executive Officer of Ameren) recommended a 201 9 base salary increase for each of the other NEOs considering the executives then-current salary in relation to the Market Data, experience and sustained individual performance and results.

These recommendations, which took into account the Market Data provided by the Committees compensation consultant, were presented to the Committee for discussion and approval at the December 201 8 Committee meeting. Increases were approved based on the Market Data and base salary range, experience, individual performance and the need to retain an experienced team. Performance takes into account competence, initiative, leadership and contribution to achievement of our goals.

In December 2018, the Committee also approved an increase to the 2019 base salary of Mr. Baxter from $1 140,000 to $1 200,000 in connection with Mr. Baxters annual performance review. The Committees decision to adjust Mr. Baxters base salary was based on a number of factors, including his performance as Amerens Chief Executive Officer and the Committees review of the Market Data for the chief executive officer position.

Short-Term Incentive Compensation: Executive Incentive Plan 2019 Ameren Executive Incentive Plan The Ameren Executive Incentive Plan (EIP) for 201 9 was designed to reward the achievement of Amerens EPS performance, safety performance, customer-focused measures relating to reliability and affordability, and individual performance. We choose to pay it to incentivize higher annual corporate and individual performance.

Ameren Missouri 2020 Information Statement 25

EXECUTIVE COMPENSATION MATTERS How the EIP Works The 201 9 EIP was composed of the following components:

Amerens GAAP diluted earnings per share (EPS) (80% weight);

safety, as measured by co-worker to co-worker (c2c) interactions and c2c participation rate (10% weight);

customer-focused measures, including three quantitative measures relating to reliability and affordability (10% weight); and an individual performance modifier.

Set Initial Measure YE Calculate Adjust for Individual Targets Results Formulaic Award Performance EPS EPS Weighted 80%

Results

]

1 Final noIvduaI Safety Safety I

Short-Term BaseAward rformanc Weighted 10%

Results r

Incentive I

Modifier J

Award Customer Customer Weighted 10%

Results 26 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS Targets for 2019 EPS, Safety and Customer-Focused Measures EPS, Safety and Customer-Focused Measures The Committee established threshold, target and maximum levels of goals for each ofAmeren EPS, co-worker to co-worker (c2c) safety interactions, safety c2c participation rate, and three customer-focused measures (System Average Interruption Frequency Index (SAIFI), Equivalent Availability Base Load Coal FleetçEA) and the Callaway Nuclear Energy Center Performance Index (CPI)) underthe 2019 EIP. Payouts forAmeren EPS, c2c safety interactions, c2c participation rate, SAIFI, EAand CPI performance falling between the established levels were interpolated on a straight-line basis. The three goal levels are described below:

Measure Threshold Target Maximum Based on the budget approved by EPS 94% of Target the Board of Directors and aligned I 06% of Target with shareholder guidance Set with consideration to driving c2c Safety multiple quality interactions and 84%ofTarget 116%ofTarget Interactions increasing peer-level ownership and accountability Safety c2c 6 percentage point improvement Participation 75% ofTarget 125% of Target Rate over prior year participation rate Better than median 5% improvement over five-year SAIFI Better than industry top quartile industry performance SAIFI average Above median industry benchmark EA 94%ofTarget 106%ofTarget for Ameren s peer group 1.3% improvementoveraverage Aligned with industry excellent cPl 98% of Target OPt during last three refueling performance for an outage year outages Safety Measures A c2c safety interaction is a leading indicator for safety performance that reinforces safety as a core value and drives continued focus on shaping a culture of safety. A c2c safety interaction is a conversation between co-workers that involves giving and receiving feedback to improve safety, with the primary objective of encouraging all co-workers to recognize and eliminate at-risk behaviors or conditions and reinforce safe behaviors in the workplace, ultimately improving safety outcomes. Ongoing and consistent participation in c2c interactions throughout the year by a broad population is an important factor in reducing the risk of unsafe acts. For this reason, the safety c2c participation rate, which measures the percent of co-workers that have performed at least one c2c safety interaction during a month, was added to the short-term incentive plan in 2019.

Customer-Focused Measures SAIFI is a standard customer reliability measure which indicates how often the average customer experiences a sustained interruption over a one-year period. The measure excludes major events (for example, major storms) and is calculated consistent with the Institute of Electrical and Electronics Engineers (IEEE) standards. A lower SAIFI result indicates better performance.

Ameren Missouri 2020 Information Statement 27

EXECUTIVE COMPENSATION MATTERS EA measures the percentage of the year the Companys coal-fired base load generation fleet is available for operating at full capacity. The measure is calculated by subtracting forced and scheduled outages from the energy centers available hours (i.e., the period of time during which a unit is capable of service whether it is actually in service or not) and dividing this by the hours in the year. Ameren calculates EA consistent with North American Electric Reliability Corporation (NERC) reporting standards. A higher EA result indicates better performance.

The CPI measures overall nuclear energy center performance through an industry standard index comprised of 12 safety and reliability measures. The CPI measures performance over a 12-month period. A higher CPI score indicates better performance.

Individual Performance Modifier The 2019 EIP base award for each NEO was subjectto upward or downward adjustment for individual performance on key performance variables. These included leadership and the achievement of key operational goals (other than those specifically mentioned in the plan), as applicable and as determined by the Committee.

The individual performance modifier for the CEO is determined by the Committee in its sole discretion without involvement of the CEO.

Historically, the Individual Performance Modifier has been used to differentiate performance that is considerably above or below expectations. Such differentiations do not lend themselves to formulas and are applied at the Committees discretion.

The Individual Performance Modifier could reduce the base award by up to 25 percent, with the ability to pay zero for poor or non-performance. Increases could be up to 25 percent of the base award, with a potential maximum total award at 200 percent of each NEOs target opportunity.

Base Award, Earned through the Achievement ofAmeren EPS, Safety and Customer-Focused Measures Atthe February 2020 Committee meeting, Mr. Baxter presented 2019 EIP achievement levels for Ameren EPS, safety performance and customer-focused measures, and recommended EIP payouts for the NEOs (other than with respect to himself) to the Committee for review:

Amerens 2019 EPS, calculated in accordance with generally accepted accounting principles (GAAP), was $3.35, resulting in a payout of 1 50% of Target. No adjustments were made to 2019 EPS.

c2c safety interactions were 95,353 in 201 9 and the safety c2c participation rate was 29.5%. For 201 9, Mr. Baxter presented, and the Committee concurred with, a downward adjustment from a payout of 200% to a safety payout of I 80% of Target. The downward adjustment was made to reflect that Ameren is not yet in the top quartile for overall safety results.

The customer-focused measures consist of the following three metrics: (i) SAIFI performance was 0.95, which is threshold performance, resulting in a 50% payout; (ii) EA performance was 80.3%,

resulting in a payout of 80% of Target; and (iii) CPI performance was 97.1

, for a payout of I 05.56%

of Target.

The weighted and combined EPS, safety and customer-focused measures resulted in a combined base award payout of 145.85% of Target.

28 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS The resulting metrics and payouts, as approved by the Committee in February 2020, are shown below.

Threshold Target Maximum Weighted:

Performance Performance Performance Base (50% Payout (100% Payout (200% Payout Award asa%of asa%of asa%of Payoutfor

%of

% Weight Performance Metric Target)

Target)

Target)

Each Metric Target 80%

EPS I_

150%

120%

$305

$325

$345 5%

I flit

180%

9%

52 000 62,000 72.000 50/

Co-Worker Safety 0

I Interactions 180%

9%

Participation1 15%

20%

25%

3113%

I 5s1F1 12

50%

1.66%

095 084 0.73

.3 113%

EA

AZ.

80%

2.67%

77 3%

82.3%

87 3°/b 3113%

CPI

., __j4:iIAI :

105.56%

3.52%

95 97 98.8 100%

Total 145.85%

(1) Management recommended, and the Committee concurred with, a downward adjustment to co-worker safety interactions and participation rate payout to reflect that Ameren has not yet achieved top quartile performance for overall safety results for key lagging metrics as discussed above.

Earned through Individual Performance Modifier As discussed above, the 2019 EIP base awards were subjectto upward or downward adjustment by up to 25 percent based upon an NEOs individual contributions and performance on certain key performance variables during the year. For 201 9, the Committee, after consultation with Mr. Baxter, increased the 201 9 EIP base award for Mr. Lyons by approximately 10 percent, for Mr. Moehn by approximately 10 percent, for Mr. Diya by approximately I 5 percent and for Ms. Amirthalingam by approximately I 0 percent. The Committee increased the 2019 EIP base award for Mr. Baxter by approximately 13 percent.

Ameren Missouri 2020 Information Statement 29

EXECUTIVE COMPENSATION MATTERS Resulting 2019 EIP Payouts Actual 2019 EIP payouts are shown below as a percent oftarget. Payouts were made in February 2020 and are set forth under column (g) entitled Non-Equity Incentive Plan CompensaUon n the Summary Compensation Table.

Final Payout as Name Percent of Target Lyons 160.4%

Moehn 160.4%

Baxter 164.9%

Diya 167.7%

Amirthalingam 160.5%

Nelson 145.9%

Long-Term Incentive Compensation The Ameren Long-Term Incentive Program (LTIP) is intended to reward NEOs for their contributions to Amerens long-term success by providing the opportunity to earn shares ofAmeren common stock.

Role of the LTIP Substantially similar to the 201 8 plan, the 201 9 LTIP grants, which are governed by the shareholder-approved 2014 Plan, are designed to serve the following roles in the compensation program:

Align with shareholder interests: PSU and RSU awards are denominated in common stock units and paid out in shares of common stock. Payout of PSUs, which account for 70% of the value of the 201 9 LTIP grants, is dependent on Amerens TSR compared to the returns of the PSU Peer Group over a three-year performance period, as well as continued employment through the payment date (the CCP5U vesting period). An RSU is the right to receive a share of common stock subject to continued employment through the approximately 38-month vesting period (the RSU vesting period and together with the PSU vesting period, the vesting period).

Reinforce long-term focus: Continue to drive company strategy and critical success measures over the vesting period.

Share the value created for shareholders: Share Ameren common stock price increases, decreases and dividends over the vesting period.

Promote stock ownership: Payout of earned PSU and RSU awards is made I 00% in common stock, with the dividends on common stock, as declared and paid, reinvested into additional PSUs and RSUs throughout the vesting period.

Promote retention of executives during the vesting period: Annual competitive grants provide incentive for executives to stay with the Company during the vesting period.

Be competitive with market practice: The majority of regulated utility companies use a mix of PSUs and RSUs, as well as the TSR performance measure.

30 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS 2019 Grants For 2019, a target number of PSUs and RSUs (determined primarily based on the Market Data mentioned above) was granted to each NEO pursuant to the 2014 Plan, as reflected in columns (g) and (i) of the Grants of Plan-Based Awards Table. The threshold and maximum amounts of payout for the 2019 Psu awards are reflected in columns (f) and (h) of the Grants of Plan-Based Awards Table (not including any potential dividends).

The following chart illustrates how the target number of PSUs and the number of RSUs are calculated:

30-trading-day

÷

=

j:

Annual Base

[TI Target

LII Target Salary on date )(

Opportunity

Oppouni of grant Percentage 30-trading-day

1. of average prior to

RSUs January 1, 2019 RSUs: are subject to a time-based vesting period of approximately 38 months.

PSUs:

The actual number of 201 9 PSUs earned will vary from 0 percent to 200 percent of the NEOs target number of PSUs, based on our 20192021 TSR measured relative to the PSU Peer Group.

. TSR is calculated as the change in the 30-trading-day average of the stock price prior to the beginning of the award period and the 30-trading-day average of the stock price prior to the end of the award period, plus dividends paid (assuming reinvestment on each companys ex-dividend date), divided by such beginning average stock price.

For both PSUs and RSUs:

The actual number of shares earned will be contingent on continued employment through the payment date (other than with respect to death, disability, an eligible retirement or qualifying termination under a change of control). An eligible retirement is defined as retiring at age 55 or greater with at least 5 years of service.

Payouts include additional units equivalent to any dividends accrued and reinvested during the vesting period relating to the number of PSUs and RSUs actually earned.

. Vesting occurs on the payment date.

The NEOs cannot vote or transfer share unit awards granted under the LTIP until the shares are paid out.

Ameren Missouri 2020 Information Statement 31

EXECUTiVE COMPENSATION MATTERS Psu Performance/Payout Relationship OnceAmerens 20192021 TSR is calculated and compared to the PSU Peer Group, the scale below determines the percentage of the target PSU award that is paid. Payout for performance between points is interpolated on a straight-line basis.

Payout Relative TSR Performance

(% of PSUs Granted) 90th percentile +

200%

If TSR is negative over 70th percentile 150%

the three-year period, the 50th percentile 1 00%

plan is capped at 1 50% of target 25th percentile 50%

regardless of performance vs. the Below 25th percentile 0%

PSU Peer Group.

Section 162(m) ofthe IRC Prior to the enactment of the Tax Cuts and Jobs Act of 201 7 ( the TCJA), Section 162(m) of the IRC provided an exemption from the general limitation for qualified performance-based compensation. For the 2017 PSU awards, the Committee set a maximum limitation on the PSU payouts for each NEO and, in so doing, intended for such payouts to meet the definition of qualified performance-based compensation under Section 1 62(m) of the IRC as in effect prior to the enactment of the TCJA. Actual 201 7 PSU payouts were determined by the Committee based on the comparison ofAmerens TSR against the PSU Peer Group for the applicable performance period, as described below.

2017 PSUAwards Vesting The PSU performance period for the 201 7 grants ended December 31

, 201 9. Our 201 7201 9 TSR performance was determined to be atthe 69th percentile ofAmerens 2017 PSU Peer Group. The following table shows the 201 7 PSU awards, their original value at grant, the number earned (which equals the target number plus accrued dividends times 147.5 percent), and their value at year-end (December 31, 2019). The resulting earned amounts were 236 percent ofthe original target value ofthe 2017 awards, which reflects both TSR performance against the PSU Peer Group and the actual TSR generated during the three-year period, together with dividends earned and reinvested and stock price appreciation. Vesting of the awards for each NEO is subject to continued employment as of the payment date. Each NEOs award vested as of February 29, 2020.

Target Value Value at Earned Value Target at Stock 2017 PSU Year-End as Percent of 2017 PSU Price on Date Awards Stock Original Target Grant Awards of Grant11 Earned2 Price3 Value3 Name Date

(#)

($)

(#)

($)

(%)

Lyons 1/1/2017 25,230 1,323,566 40,601 3,118,157 236 Moehn 1/1/2017 18,646 978,169 30,006 2,304,461 236 Baxter 1/1/2017 75,639 3,968,022 121,720 9,348,096 236 Diya 1/1/2017 12,929 678,255 20,806 1,597,901 236 Amirthalingam4 1/1/2017 Nelson5 1/1/2017 15,354 805,471 21,256 1,632,461 203 (1) VaIuatons are based on $52.46 per share, the most recent closing price ofAmeren common stock on the NYSE as of January 1

, 2017, the grant date.

32 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS (2) The number of 2017 PSU awards earned includes dividend equivalents, equal to approximately an additional 9 percent of the shares earned, which accrued and were reinvested throughout the three-year performance period.

(3) Valuations are based on $76.80 per share, the most recent closing price ofAmeren common stock on the NYSE as of December 31

, 2019, the date the 2017 PSU awards were valued. The earned value percentage represents a payout of 147.5 percent, dividend accumulation of approximately 9 percent and stock price appreciation of approximately 46 percent from the grant date to the December 31, 2019 valuation.

(4) Ms. Amirthalingam was hired on March 1, 2018.

(5) Mr. Nelsons earned award was pro-rated to reflect his retirement effectiveAugust 1, 2019.

2018 and 2019 PSU and RSU Awards The PSU performance periods for the 201 8 and 201 9 grants will not end untI December 31

, 2020 and December 31

, 2021, respecflvely. Similarly, the RSU vesting periods for the 201 8 and 201 9 grants will not end until the respective payment date for these awards in 2021 and 2022. The figures in column (e) of the Summary Compensation Table of this information statement for the years 201 8 and 201 9 represent the aggregate grant date fair values for the PSU and RSU grants, computed as described in footnote (3) to the Summary Compensation Table. There is no guarantee that such amounts will ultimately be earned by participants.

2020 Incentive Compensation Program Changes During 201 9, the Committee conducted an in-depth review of both its short-and long-term incentive programs over the course of several meetings. After considering overall company strategy, business needs and industry practices, the following changes were made, effective for 2020:

Short-Term Incentive Program Eliminated the Equivalent Availability Base Load Coal Fleet (EA) metric; Reduced the Earnings Per Share (EPS) weighting from 80 percent to 75 percent; Added two new customer satisfaction metrics (5 percent combined weight);

Retained the safety c2c participation rate metric (5 percent weight) and replaced the c2c safety interactions metric with a safety c2c coaching metric that is designed to improve the quality of safety interactions (5 percent weight); and Increased the SAIFI and CPI weighting from 3 1/3 percent to 5 percent each.

Long-Term Incentive Program Added PSUs based on a new performance measure related to renewable generation and energy storage additions (in terms of megawatts) over the three-year performance period, which will represent 10 percent ofthe 2020 LTIP grants. This change is aligned with Amerens commitment to strong environmental stewardship and executing a balanced and flexible generation strategy; and For the remainder of the 2020 LTIP grant, 60 percent will continue to be granted in the form of PSUs tied to relative TSR compared to a pre-defined peer group, and 30 percent will continue to be in the form of RSUs.

Perquisites Ameren provides limited perquisites to provide competitive value and promote retention of the NEOs and others.

Ameren Missouri 2020 Information Statement 33

EXECUTIVE COMPENSATION MATTERS Retirement Benefits The objective of refirement benefits is to provide post-employment security to employees of Ameren and its subsidiaries and such benefits are designed to reward continued service. We choose to provide these benefits as an essential part of a total compensation package to remain competitive with those packages offered by other companies, particularly utilities.

There are several retirement benefit programs applicable to the NEOs, including:

Amerens 401(k) savings and cash balance retirement plans; Supplemental Retirement Plans (together, the SRP) that provide the NEOs a benefit equal to the difference between the benefit that would have been paid if IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and a deferred compensation plan that provides the opportunity to defer part of base salary and all or a portion of non-equity incentive compensation, as well as earnings thereon. Beginning with plan years commencing on and after January 1, 201 0, this includes deferrals of cash compensation above IRC limitations, together with Ameren matching credits on these deferrals.

A more detailed explanation of retirement benefits applicable to the NEOs is provided in this information statement under the captions COMPENSATION TABLES AND NARRATIVE DISCLOSURES PENSION BENEFITS and COMPENSATION TABLES AND NARTIVE DISCLOSURES N0NQUALIFIED DEFERRED COMPENSATION below.

Human Resources Committee Governance Practices The Ameren Human Resources Committee engages an independent compensation consultant to provide professional advice. It is the Ameren Human Resources Committees view that its compensation consultant should be able to render candid and expert advice independent of managements influence. In February 2020, Amerens Human Resources Committee approved the continued engagement of Meridian as its independent compensation consulting firm. In its decision to retain Meridian as its independent compensation consultant, the Committee gave consideration to a broad range of attributes necessary to assist the needs of the Committee in setting compensation, including:

a track record in providing independent, objective advice; broad organizational knowledge; industry reputation and experience; in-depth knowledge of competitive pay levels and practices; and responsiveness and working relationship.

Meridian representatives attended five of the six of the Ameren Human Resources Committee meetings during 2019. At the Human Resources Committees request, the consultant met regularly with the Committee members outside the presence of management, and spoke separately with the Committee Chair and other Committee members.

During 201 9, the Committee requested of Meridian the following items:

market pay and market trend analyses, which assist the Committee in targeting executive compensation at the desired level versus market; comparisons of short-term incentive payouts and financial performance to utility peers, which the Committee uses to evaluate prior-year short-term incentive goals and set future short-term incentive goals; 34 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSAT1ON MATTERS preparation of tally sheets of compensation components, which the Committee uses to evaluate the cumulative impact of prior compensation decisions; review of compensation program designs at other regulated utilities, which the Committee uses as a reference when considering changes to programs and practices; review and advice on the Compensation Discussion and Analysis section included in Amerens proxy statement to ensure full, accurate and clear disclosure, and other executive compensation-related proxy statement items; advice in connection with the Committees risk analysis ofAmerens and its subsidiaries, including the Companys, compensation policies and practices, in furtherance of the Committees responsibilities pursuant to its charter; regular updates on legislative, regulatory and proxy advisor trends and developments; advice with respect to legal, regulatory and/or accounting considerations impacting Amerens compensation and benefit programs, to ensure the Committee is aware of external views regarding the programs; and other requests relating to executive compensation issues.

Other than services provided to Amerens Human Resources Committee as set forth above and for Amerens Nominating and Corporate Governance Committee as described below, Meridian did not perform any other services forAmeren or any of its subsidiaries, including the Company, in 2019.

Pursuant to its letter agreement with the Ameren Human Resources Committee, ifAmeren or management ofAmeren proposes that Meridian perform services forAmeren or management ofAmeren other than in Meridians retained role as consultant to the Committee and Amerens Nominating and Corporate Governance Committee, any such proposal is required to be submitted to the Human Resources Committee for approval before such services begin.

In December 2019, the Nominating and Corporate Governance Committee also approved the continued engagement of Meridian as its independent consulting firm with respect to director compensation matters.

Each ofAmerens Human Resources Committee and Nominating and Corporate Governance Committee has procedures for the purpose of determining whether the work of any compensation consultant raises any conflict of interest. Pursuant to such procedures, in December 201 9 each such committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive compensation-related matters, no conflict of interest was raised by the work of Meridian.

Delegation ofAuthority Amerens Human Resources Committee has delegated authority to Amerens Administrative Committee, comprised of designated members ofAmerens management, to approve changes, within specified parameters, to certain ofAmerens and the Companys retirement plans. It has also delegated authority to management to make pro-rata equity grants to employees (non-Section 16 Officers), who are newly eligible for the LTl or who have an increase in their LTIP target opportunity due to a promotion during the plan year. In addition, Amerens Human Resources Committee has delegated to Amerens Chief Executive Officer the authority to make discretionary grants of equity awards from a pre-authorized pool of shares ofAmeren common stock to employees who are not Section 16 Officers. These grants are reviewed periodically by the Human Resources Committee. Ameren will ensure the total value of the equity grants made by the Chief Executive Officer does not exceed a specified limit.

Ameren Missouri 2020 Information Statement 35

EXECUTIVE COMPENSATION MATTERS Human Resources Committee Interlocks and Insider Participation No current member ofAmerens Human Resources Committee ofthe Board of Directors (Ms. Brinkley and Messrs. Johnson, Harshman, Lipstein and Wilson) was at any time during 201 9 or at any other time an officer or employee ofAmeren or its subsidiaries, including the Company, and no member had any relationship with Ameren or its subsidiaries, including the Company, requiring disclosure under applicable SEC rules.

No executive officer ofAmeren or its subsidiaries, including the Company, has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors of Ameren or its subsidiaries, including the Company, or the Human Resources Committee during 2019.

Timing of Compensation Decisions and Awards Amerens Board and the Committee establish meeting schedules annually, well in advance of each meeting, to ensure a thorough and thoughtful decision process. Incentive compensation awards are typically made at regularly scheduled meetings.

The following is a discussion of the timing of certain compensation decisions for 2019:

the NEOs base salaries for 201 9 were reviewed and a 201 9 base salary increase for each of the NEOs was approved atthe December 2018 Committee meeting, as discussed under Base Salary above; 201 9 EIP target opportunities (as a percentage of base salary) were established for the NEOs at the December 201 8 Committee meeting; the range of 201 9 EIP EPS, safety interactions and customer-focused measures for 201 9 were set atthe February 2019 Committee meeting; 201 9 PSU and RSU grants to the NEOs were approved at te December 201 8 Commiffee meeting; and the final determination ofthe 2019 EIP and 2017 PSU payouts were made at the February 2020 Committee meeting.

Decisions relating to material elements of compensation are fully deliberated by the Committee at each Committee meeting and, when appropriate, over the course of several Committee meetings. This allows for any follow-up to questions from Committee members in advance of the final decision. The Committee approves long-term incentive grants at its December meeting of the year prior to the year the grants are made. The Committee expects to continue to establish base salaries at its December meeting each year with such base salaries to be effective in the following January.

Other Considerations for Changes in Compensation Opportunities Market Data, retention needs and general economic conditions have been the primary factors considered in decisions to increase or decrease compensation opportunities. Corporate and individual performance are the primary factors in determining the ultimate value of those compensation opportunities.

Role of Executive Officers For 201 9, Amerens Chief Executive Officer, Mr. Baxter, with the assistance of the Senior Vice President, Corporate Communications and Chief Human Resources Officer ofAmeren Services, Mark C.

Lindgren, recommended to the Committee compensation amounts for the other NEOs. Amerens Chief Executive Officer makes recommendations to the Committee with respect to the compensation of the NEOs (other than himself) and other senior executives. Amerens Chief Executive Officer possesses insight regarding 36 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS individual performance levels, degree of experience and future promotion potential. In all cases, Amerens Chief Executive Officers recommendations are presented to the Human Resources Committee for review based on the Market Data provided by the Committees independent consultant. The Committee independently determines each NEOs compensation, as discussed in this CD&A. No executive officer nor any other NEO makes recommendations for setting his own compensation. The Chief Executive Officers compensation is determined in Committee meetings during an executive session with only the Committee members and the Committees independent consultant present.

Amerens Chief Executive Officer, the other NEOs, and other senior executives play a role in the early stages of design and evaluation of our compensation programs and policies. Because of their extensive familiarity with our business and corporate culture, these executives are in the best position to suggest programs and policies to the Committee and the independent consultant that will engage employees and provide effective incentives to produce outstanding financial and operating results for Ameren and its subsidiaries, including the Company, and their shareholders.

Other Compensation Matters Neither Ameren nor the Company has any written or unwritten employment agreements with any of the NEOs. Each NEO is an employee at the will of the Company.

Severance All officers of the Company participate in the Ameren Corporation Severance Plan for Ameren Officers (the Officer Severance Plan). The primary purpose of the Officer Severance Plan is to facilitate mid-career hires and act as a retention tool during times of uncertainty. The Officer Severance Plan provides market-level pay and benefits to officers and NEOs in the event of an involuntary termination of employment without Cause, as defined in the Officer Severance Plan. The Officer Severance Plan provides for a lump sum payment that is generally equal to annual base salary plus target annual cash incentive award in effect at termination of employment, a pro-rated annual incentive payment based on actual plan performance, continuation of medical coverage for I 2 months subsidized by Ameren, and outplacement career transition services. Upon a change of control, officers who are eligible for severance pay and benefits under Amerens Second Amended and Restated Change of Control Severance Plan, as amended, would be entitled to the greater of the benefits available under that plan or the Officer Severance Plan, but would not receive benefits under both plans. Amerens Human Resources Committee may amend, suspend or terminate the Officer Severance Plan at any time, provided that twelve months notice is required if the amount of potential severance pay and benefits is to be reduced.

Change of Control Amerens Second Amended and Restated Change of Control Severance Plan, as amended, is designed to reward NEOs for remaining employed with us when their prospects for continued employment following a transaction may be uncertain. The objectives of this plan are to maintain a stable executive team during the process and to assist us in attracting highly qualified executives into the Company.

Change of Control protections provide severance pay and, in some situations, vesting or payment of long-term incentive awards, upon a Change of Control ofAmeren. The arrangements provide market-level payments in the event of an involuntary termination not for Cause or a voluntary termination for Good Reason. Definitions of Change of Control, Cause and Good Reason, as well as more complete descriptions of Change of Control protections, are found below under the caption CoMPENsATIoN TABLES AND NARRATIVE DISCLOSURES Potential Payments Upon Termination or Change of Control.

Ameren Missouri 2020 Information Statement 37

EXECUTIVE COMPENSATION MATTERS The applicable triggers are structured so that payment and vesting occur only upon the occurrence of both a change of control and a qualifying termination of employment.

Ameren expects it would take more time for senior leaders to find new employment than for other employees. Therefore, upon termination due to change of control, senior management, including the NEOs, generally are paid severance for a longer period than other employees. The Committee considered this as well as the factors described in the preceding paragraphs in structuring the cash payments described under COMPENSATION TABLES AND NARRATIVE DISCLOSURES Potential Payments Upon Termination or Change of Control Change of Control below, which an NEO would receive if terminated within two years following a Change of Control.

Ameren Anti-Pledging and Anti-Hedging Policies Ameren maintains policies that prohibit executive officers and directors from engaging in pledges ofAmeren securities or short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities. In addition, Amerens policies prohibit Company directors and employees, including executive officers, from entering into any transaction which hedges (or offsets) any decrease in the value of Ameren equity securities, as discussed under SECURITY OWNERSHIP SECURITIES OF AMEREN below.

Clawback Awards granted under the 2006 Plan or 2014 Plan, including EIP and PSU awards, are subject to a clawback in certain circumstances. IfAmeren is required to prepare an accounting restatement due to the material noncompliance ofAmeren, as a result of misconduct, with any financial reporting requirement under the securities laws, and if an award holder knowingly or with gross negligence engaged in or failed to prevent the misconduct, or if the award holder is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the award holder will be required to reimburse Ameren the amount of any payment in settlement of an award earned or accrued during the 1 2-month period following the first public issuance or filing of the financial document embodying the financial reporting requirement.

In addition, under the terms of the EIP, PSU and RSU awards, if the award holder engages in conduct or activity that is detrimental to Ameren or violates the confidentiality or customer or employee non-solicitation provisions included in the award, generally, the award holder will be required to repay the award to Ameren after receiving a demand from Ameren for the repayment.

38 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS COMPENSATION TABLES AND NARRATIVE DISCLOSURES The following table sets forth compensation information for our NEOs for services rendered in all capacities to the Company and its affiliates, including Ameren, in fiscal years 201 9, 201 8 and 201 7. You should refer to the section entitled COMPENSATION DISCUSSION AND ANALYSIS above for an explanation of the elements used in setting the compensation for our NEOs.

2019 SuMMARY COMPENSATION TABLE change in Pension Value and Non-Equity Nonqualified Stock Option Incentive Plan Def. Comp.

All Other Name and Principal Salary2 Bonust2 Awards3 Awards4 Compensation(25 Earnings(6) compensation2 Total Position1 Year

($)

($)

($)

($)

($)

($)

f$)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Martin J. Lyons, Jr.

Chairman and President, Ameren Missouri Michael L. Moehn Executive Vice President and Chief Financial Officer, Ameren Warner L. Baxter Chairman, President and Chief Executive Officer, Ameren Fadi M. Diya Senior Vice President and Chief Nuclear Officer, Ameren Missouri Bhavani Amirthalingam Senior Vice President and Chief Digital Information Officer, Ameren Gregory L. Nelson Retired Senior Vice President, General Counsel and Secretary, Ameren8 2019 707,917 1,346,945

851,900 766,762 106,185 3,779,709 2018 684,000 2,360,234

976,500 40,228 93,247 4,154,209 2017 662,000 1,492,607

840,962 353,722 60,416 3,409,707 2019 590,000 1,022,877

667,600 603,400 88,660 2,972,537 2018 547,000 1,805,412

750,100 11,383 68,893 3,182,788 2017 530,000 1,103,097

610,030 268,679 44,134 2,555,940 2019 1,200,000 4,703,053

2,275,000 1,347,520 193,425 9,718,998 2018 1,140,000 4,561,577

2,350,000 249,563 153,320 8,454,460 2017 1,075,000 4,474,803

1,775,000 629,030 126,957 8,080,790 2019 515,000

782,130

561,500 388,374 56,763 2,303,767 2018 490,500

735,988

554,800 76,442 49,320 1,907,050 2017 472,500

764,880

436,533 186,367 41,136 1,901,416 2019 412,000 125,000 403,649

363,600 121,724 47,272 1,473,245 2018 333,333300,000 546,664

347,700 33,061 10,006 1,570,764 2019 398,717

815,176

286,400 511,365 52,597 2,064,255 2018 505,000

808,256

60600 80,255 56,411 2,056,522 2017 491,000

908,343

491,427 256,027 33,501 2,180,298 (1) Includes compensation received as an officer ofAmeren and/or its subsidiaries (including Ameren Missouri). Ms. Amirthalingam was not an NEO for Ameren Missouri for 2018 or 2017.

(2) Column (c) includes a lump-sum payment of $95,383 for accrued vacation time that was made to Mr. Nelson in connection with his retirement, effective August 1

, 201 9. Column (d) includes amounts paid to Ms. Amirthalingam pursuant to a sign-on and retention bonus agreement entered into on March 1, 2018. Pursuant to the terms of her sign-on and retention bonus agreement, Ms. Amirthalingam was required to pay to Ameren the amount, net ofwithholdings, of any incentive award payment received from her former employer for service during 2017. As a result, Ms. Amirthalingam paid $125,071 to Ameren in 2018. Other cash compensation received by each NEO for fiscal years 2019, 2018 and 201 7 is found in the Salary or Non-Equity Incentive Plan Compensation column of this table. The amounts that would generally be considered bonus awards are found under Non-Equity Incentive Plan Compensation in column (g).

(3) The amounts in column (e) represent the aggregate grant date fair value computed in accordance with authoritative accounting guidance of PSU and RSU awards under our 2014 Plan, without regard to estimated forfeitures related to service-based vesting conditions. For the 2019 PSU grants, the calculations reflect an accounting value of 103.4 percent of the target value; for 2018 grants, 106.6 percent of the target value; and for 2017 grants, 112.8 percent ofthe target value. For the 2019 RSU grants and the 2018 RSU grants (including the one-time RSU retention awards for Messrs. Lyons and Moehn and the sign-on RSU award for Ms. Amirthalingam), the calculations reflect an accounting value equal to the most recent closing price ofAmerens common stock as of the grant date. Assumptions used in the calculation of the amounts in column (e) are described in Note 11 to our audited financial statements for the fiscal year ended December 31, 2019 included in our 2019 Form 10-K.

The maximum aggregate value ofthe 2019 PSU and RSU awards, excluding dividends, is as follows: Mr. Lyons

- $2,634,086; Mr. Moehn Ameren Missouri 2020 Information Statement 39

EXECUTIVE COMPENSATION MATTERS

$2,000,333; Mr. Baxter- $9,197,184; Mr. Diya - $1,529,549; Ms. Amirthalingam - $789,350; and Mr. Nelson - $1,594,138. Valuations are based on $76.80 per share, the most recent closing price ofAmeren common stock on the NYSE as of December 31

, 2019.

The amounts reported for PSU and RSU award grants in column (e) do not reflect actual compensation realized by the NEOs and are not a guarantee of the amount that the NEO will actually receive from the grant of the awards. The actual compensation realized by the NEOs will be based upon the share price ofAmerens common stock at payout. The PSU performance periods for the 2018 and 2019 grants will not end until December 31

, 2020 and December 31, 2021

, respectively, and, as such, the actual value, if any, of the PSU awards will generally depend on Amerens achievement of certain market performance measures during these periods. For information regarding the terms of the awards, the description of vesting conditions, and the criteria for determining the amounts payable, including 2017 PSU awards granted to each NEC, other than Ms. Amirthalingam, see COMPENSATION DISCUSSION AND ANALYSIS.

(4) None ofthe NEOs received any option awards in 2019, 2018 or 2017.

(5) Represents payouts for performance under the applicable years EIP. See CoMPENSATIoN DISCUSSION AND ANALYSIS for a discussion of how amounts were determined for 2019.

(6) Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each NECs accumulated benefit under all defined benefit pension plans (including the SRP) from December 31 of the prior fiscal year to December 31 of the applicable fiscal year and (2) the above-market portion of interest determined in accordance with SEC disclosure rules as the difference between the interest credited at the rate in Amerens deferred compensation plan and interest that would be credited at 120 percent of the AFR published by the Internal Revenue Service (IRS) and calculated as of December 2018, forthe year ended December 31, 2019, as of January 1, 2018, forthe year ended December 31, 2018 and as of January 1, 2017 for the year ended December 31, 2017. The table below shows the allocation of these amounts for each NEC. For 2019, the applicable interest rate for the deferred compensation plan was 5.84 percent for amounts deferred prior to January 1

, 2010 and 3.98 percent for amounts deferred on or after January 1, 2010. The above-market earnings are calculated using those applicable interest rates minus 120 percent of the AFR of 3.98 percent published by the IRS and calculated as of December 2018. For 201 8, the applicable interest rate for the deferred compensation plan was 5.69 percent for amounts deferred prior to January 1, 2010 and 3.16 percent for amounts deferred on or after January 1, 2010. The above-marketearnings are calculated using those applicable interest rates minus 120 percentoftheAFR of3.10 percentpublished bythe IRS and calculated as ofJanuary20l8. For2017, the applicable interest rate for the deferred compensation plan was 5.49 percent for amounts deferred prior to January 1

, 2010 and 2.72 percent for amounts deferred on or after January 1, 201 0. The above-market earnings are calculated using those applicable interest rates minus 1 20 percent of the AFR of 3.31 percent published by the IRS and calculated as ofJanuary 2017.

Deferred Compensation Pension Plan Plan Above-Market Increase Interest Name Year

($)

($)

Lyons Moehn Baxter Diya Amirthalingam Nelson 2019 766,762

2018 40,228

2017 353,722

2019 595,979 7,421 2018 1,606 9,777 2017 260,878 7,801 2019 1,318,519 29,001 2018 211,353 38,210 2017 598,542 30,488 2019 385,407 2,967 2018 72,533 3,909 2017 183,248 3,119 2019 121,724

2018 33,061

2019 506,348 5,017 2018 70,513 9,742 2017 248,254 7,773 For assumptions and methodology regarding the determination of pension values, please refer to the footnotes under the Pension Benefits Table.

40 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS (7) The amounts in column (i) reflect requited employer contributions allocated by Ameren to each NEO pursuant to Amerens 401(k) savings plan, which is available to all eligible employees, and the cost of insurance premiums paid by Ameren with respect to term life insurance, which amount each NEO is responsible for paying income tax. In 2019, Amerens 401(k) employer contributions, including the 401(k)

Restoration Benefit as described in N0NQuALIFIED DEFERRED COMPENSATION Executive Deferred Compensation Plan Participation below, for each ofthe NEOs were as follows: Mr. Lyons - $75,799; Mr. Moehn - $60,305; Mr. Baxter - $160,479; Mr. Diya - $48,141; Ms. Amirthalingam - $34,186; Mr. Nelson - $45,239. In 2019, Amerens costs of insurance premiums forthe NEOs were as follows:

Mr. Moehn - $5,127; Mr. Lyons - $6,606; Mr. Baxter - $12,821 ; Mr. Diya - $8,622; Ms. Amirthalingam - $1 814; Mr. Nelson - $7,358.

In 201 9, the amount in column (i) also includes costs for tax and financial planning services for Messrs. Baxter, Lyons, and Moehn and Ms. Amirthalingam; charitable contribution matching grants for Mr. Lyons; ticket and related event expenses for Messrs. Baxter, Lyons and Moehn and Ms. Amirthalingam; and a portion of the dues for a club membership used primarily for business purposes by Messrs. Lyons and Moehn.

(8) Mr. Nelson retired fromAmeren effectiveAugust 1, 2019.

The following table provides additional information with respectto stock-based awards granted in 2019, the value of which was provided in the Stock Awards column of the Summary Compensation Table with respect to 2019 grants, and the potential range of payouts associated with the 2019 EIP.

GiNTs OF PLAN-BASED AWARDS TABLE All Other All Other Name Date11 Appval f$)

($)

($)

(#)

(#)

(#)

(#)

(#)

($!Sh)

($)

Stock Option Awards:

Awards:

Grant Date Estimated Future Payouts Estimated Future Payouts Number of Number of Exercise or Fair Value Under Non-Equity Incentive Under Equity Incentive Shares of Securities Base Price of of Stock Plan Awards21 Plan Awards13 Stock Undedying Option and Option Grant Committee Threshold Target Maximum Threshold Target Maximum or Units141 Options(R Awards Awardst6 (a)

(b)

Date111 (c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(I)

Lyons Moehn Baxter Diya Amirthalingam Nelson 265,490 530,979 1,061,958

1/1/19 12/13/18

7,062 14,123 28,246 6,052

1,346,945 208,052 416,104 832,208

1/1/19 12/13/18

5,363 10,725 21,450 4,596

1,022,877 690,000 1,380,000 2,760,000

1/1/19 12/13/18 24,656 49,311 98,622 21,133

4,703,053 167,375 334,750 669,500

1/1/19 12/13/18

4,101 8,201 16,402 3,514

782,130 113,300 226,600 453,200

1/1/19 12/13/18 2,116 4,232 8,464 1,814

403,649 98,155 196,310 392,620 1/1/19 12/13/18

827 1,653 3,306 709

815,176 (1) The 2019 PSU target awards and the 2019 RSU awards were approved by the Committee on December 13, 2018, and, in accordance with authoritative accounting guidance, granted on January 1, 2019. See CoMPENSATIoN DISCUSSION ANDANALYSIS for a discussion ofthe timing of various pay decisions.

(2) The amounts shown in column (c) reflectthe threshold payment level under the 2019 EIP which is 50 percent ofthe target amount shown in column (d). The amount shown in column (e) is 200 percent of such target amount. See CoMPENSATIoN DISCUSSION AND ANALYSIS for information regarding the performance-based conditions. Mr. Nelson retired from Ameren effective August 1, 201 9; accordingly, the amounts shown in columns (c), (d), and (e) for Mr. Nelson have been pro-rated in accordance with the terms ofthe 2019 EIP.

(3) For each NEO, the amounts shown (denominated in shares ofAmeren common stock) in column (f) reflect the threshold 2019 PSU award grants, which is 50 percent of the target amount shown in column (g). The amount shown in column (h) is 200 percent of such target amount. See CoMPENSATIoN DISCUSSION AND ANALYSIS for information regarding the terms of the awards, the description of performance-based vesting conditions and the criteria for determining the amounts payable. Mr. Nelson retired from the Company effective August 1, 2019; accordingly, the amounts shown in columns (f), (g), and (h) for Mr. Nelson have been pro-rated in accordance with the terms ofthe 2019 PSU awards.

(4) The amounts shown in column (i) reflect the January 1, 2019 RSU awards for each NED. Mr. Nelson retired from the Company effective August 1, 2019; accordingly, the amount shown in column (i) for Mr. Nelson has been pro-rated in accordance with the terms ofthe 2019 RSU awards.

(5) None ofthe NEOs received any option awards in 2019.

(6) For each NED, the amount represents the grant date fair value of the 2019 PSU and RSU awards determined in accordance with authoritative accounting guidance (including FASB ASC Topic 718), excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote 3 to the Summary Compensation Table. There is no guarantee that, if and when the 2019 PSU and RSU awards vest, they will have this value.

Ameren Missouri 2020 Information Statement 41

EXECUTIVE COMPENSATION MATTERS NARRATIVE DISCLOSURE TO

SUMMARY

COMPENSATION TABLE AND GNTs OF PLAN-BASED AWARDS TABLE See COMPENSATION DISCUSSION AND ANALYSIS for further information relating to each NEO regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership requirements, dividends paid on equity awards and allocations between short-term and long-term compensation.

The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 31

, 2019.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE Option Awardst1 Stock Awards Equity Incentive Equity Incentive Equity Incentive Plan Awards:

Plan Awards:

Market Plan Awards:

Market or Payout Number of Number of Number of Value of Number of Value of Securities Securities Securities Number of Shares or Unearned Unearned Underlying Underlying Underlying Shares or Units of Shares, Units,

Shares, Unexercised Unexercised Unexercised Option Units of Stock Stock That or Other Rights Units, or Other Options Options Unearned Exercise Option That Have Have That Have Not Rights That Have Exercisable Unexercisable Options Price Expiration Not Vestedt2 Not Vestedt3 Vested4 Not Vestedt5 Name

(#)

(#)

(#)

($)

Date

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(I)

(j)

Lyons

40,601 3,118,157 79,565 6,110,592 Moehn

30,006 2,304,461 60,403 4,638,950 Baxter

121,720 9,348,096 205,199 15,759,283 Diya

20,806 1,597,901 33,466 2,570,189 AmrthaIingam

17,311 1,329,485 Nelson

21,256 1,632,461 14,822 1,138,330 (1) None ofthe NEOs hold any options to purchase shares ofAmerens common stock.

(2) For each NEC, other than Ms. Amirthalingam, the amount shown represents the 2017 PSU award grant atthe 147.5 percent performance level. The 2017 PSU awards for such NEOs vested as of February 29, 2020. See CoMPENsATIoN DIscussIoN AND ANALYsIs Long-Term Incentive Compensation for a discussion of the PSU program.

(3) Valuations are based on $76.80 per share, the most recent closing price ofAmeren common stock on the NYSE as of December 31, 2019.

See COMPENsATIoN DISCUSSION AND ANALYSIS Long-Term Incentive Compensation 201 7 PSU Awards Vesting for a discussion of the amounts actually earned with respectto the 2017 PSU awards.

(4) For each NEC, the amount shown represents the 2018 PSU/RSU and 2019 PSU/RSU award grants assuming achievement of the maximum and target performance goals for the PSUs, respectively. The 2018 and 2019 PSU and RSU awards will vest, subject to Ameren achieving the required performance threshold and continued employment of the NEC, as of February 28, 2021 and February 28, 2022, respectively. See CoMPENSATIoN DISCUSSION AND ANALYSIS Long-Term Incentive Compensation. There is no guarantee that such amounts will ultimately be earned by participants.

(5) Valuations are based on $76.80 per share, the most recent closing price of Ameren common stock on the NYSE as of December 31, 2019.

There is no guarantee that such amounts will ultimately be earned by participants.

42 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS The following table provides the amounts received upon exercise of options or similar instruments or the vesting of stock or similar instruments during the most recent fiscal year.

OPTION EXERCISES AND STOCK VESTED TABLE Option Awards1 Stock Awards Number of Shares Value Realized Number of Shares Value Realized Acquired on Exercise on Exercise Acquired on Vesting(2) on Vestingt3 Name

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

Lyons 63,746 4,541,265 Moehn 47,075 3,353,623 Baxter 185,927 13,245,439 Diya 32,180 2,292,503 Amirthalingam 2,403 180,489 Nelson 39,147 2,788,832 (1) None ofthe NEOs hold any options to purchase shares ofAmerens common stock.

(2) For each NEO other than Ms. Amrthalingam, the amount shown represents 2016 PSU award grants vested as of February 28, 2019. During the performance period forthe 2016 PSU awards ending December 31, 2018, such NEOs were credited with dividend equivalents on 2016 Psu award grants, which represented the right to receive shares ofAmeren common stock measured by the dividend payable with respect to the corresponding number o12016 PSU awards. Dividend equivalents on 2016 PSU awards accrued attarget levels and were reinvested into additional 2016 PSU awards throughout the three-year performance period. Dividend equivalents are only earned to the extent that the underlying PSU award is earned. The number of2016 PSUs ultimately earned by each NEO through dividend reinvestment, at 200 percent of the original target levels accrued, was as follows: Mr. Lyons 5,756 units; Mr. Moehn 4,251 units; Mr. Baxter 16,789 units; Mr. Diya 2,906 units; and Mr. Nelson 3,535 units. For Ms. Amirthalingam, the amount shown represents a 50% vesting ofthe 2018 RSU sign-on award including dividend equivalents of 101 units which accrued and were paid as ofthe July 1, 2019 vesting date.

(3) The value ofthe vested 2016 PSUs is based on the closing price of$71.24 pershare ofAmeren common stock on the NYSE as of February 28, 2019, the date the 2016 PSU awards vested. The value ofthe 2018 RSU sign-on award for Ms. Amirthalingam is based on $75.11 per share, the most recent closing price ofAmeren common stock on the NYSE as of July 1

, 2019, the date the 2018 RSU award vested.

Ameren Missouri 2020 Information Statement 43

EXECUTiVE COMPENSATION MATTERS PENSION BENEFITS The table below provides the actuarial present value ofthe NEOs accumulated benefits under Amerens retirement plans and the number of years of service credited to each NEC under these plans.

PENSION BENEFITS TABLE Number of Present Value of Payments During Years Credited Accumulated Last Fiscal Servicet1)

Benefitt2)3 Year4 Name Plan Name

(#)

($)

($)

(a)

(b)

(c)

( )

fe)

1) Retirement Plan 18 749,501

2)SRP 18 1,764,387

1) ReUrement Plan 19 743,158

2) SRP 19 1,065,931

1)Retirement Plan 24 832,696

2) SRP 24 3,691,706

1)RetirementPlan 14 580,153

2)SRP 14 690,389

1) Retirement Plan 1

71 787

2) SRP I

82,998

Nelson

1) Retirement Plan 24 1,115,803

2) SRP I 272,670 24 (1) Years of credited service are not used for purposes of calculating the NEOs balances under these plans.

(2) Represents the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan (defined below) and the SRP as of December 31, 2019. See Note 10 to our audited consolidated financial statements forthe year ended December 31, 2019 included in Amerens 2019 Form 10-K for an explanation ofthe valuation method and all material assumptions applied in quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included no pre-retirement decrements in determining the present value, used a 40 percent lump sum I 60 percent annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 (PRI-2012 mortality projected generationally by Scale MP-2019). Cash balance accounts were projected to age 65 using the 2019 plan interest crediting rate of 5 percent.

Lyons Moehn Baxter Diya Amirthalingam 44 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS (3) The following table provides the Cash Balance Account Lump Sum Value for accumulated benefits relating to the NEOs under the cash balance account under the Retirement Plan and the SRP at December 31

, 201 9 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the NEOs under the Retirement Plan and the SRP as of December 31, 2019.

Cash Balance Account Lump Sum Value Name Plan Name f$)

1) RetirementPn 481,312 2)SRP 1,113,100

1) Retirement Plan 460,407

2) SRP 646,900

1) Retirement Plan 587,222

2) SRP 2,568,442

1) Retirement Plan 396,304 2)SRP 465,129

1) RetirementPlan 38,493

2) SRP 43,276

1) Retirement Plan 839,429

2) SRP 948,332 (4) All NEOs, other than Mr. Nelson, are active and were not eligible for payments prior to December 31, 2019. Mr. Nelson became eligible to receive benefits under Amerens Retirement Plan and SRP effective upon his retirement on August 1, 2019.

Retirement benefits for the NEOs fall under the Benefits for Salaried Employees (the Cash Balance Account). Most salaried employees ofAmeren and its subsidiaries, including the NEOs, earn benefits in the Cash Balance Account under the Ameren Retirement Plan (the Retirement Plan) immediately upon employment. Benefits become vested after three years of service.

On an annual basis, a bookkeeping account in a participants name is credited with an amount equal to a percentage of the participants pensionable earnings for the year. Pensionable earnings include base salary and annual EIP compensation, which are equivalent to amounts shown in columns (c) and (g) in the Summary Compensation Table. The applicable percentage is based on the participants age as of December 31 of that year.

Participants Age Regular credit for on December 31 Pensionable Earnings*

Lessthan30 3%

30to34 4%

35to39 4%

40to44 5%

45to49 6%

50to54 7%

55 and over 8%

Lyons Moehn Baxter Diya Amirthalingam Nelson Ameren Retirement Plan An additional regular credit of three percent is received for pensionable earnings above the Social Security wage base.

Ameren Missouri 2020 Information Statement 45

EXECUTIVE COMPENSATION MATTERS These accounts also receive interest credits based on the average yield for one-year U.S. Treasury constant maturity for the previous October, plus one percent. The minimum interest credit is five percent.

Effective January 1

, 2001

, an enhancement account was added that provides a $500 additional credit at the end ofeach year.

The normal retirement age under the Cash Balance Account structure and the SRP is 65. Neither the Cash Balance Account structure nor the SRP contains provisions for crediting extra years of service or for early retirement. When a participant terminates employment (including as a result of retirement), the amount credited to the participants account is converted to an annuity or paid to the participant in a lump sum. The participant can also choose to defer distribution, in which case the account balance is credited with interest at the applicable rate until the future date of distribution.

Ameren Supplemental Retirement Plan In certain cases, pension benefits under the Retirement Plan are reduced to comply with maximum limitations imposed by the IRC. The SRP is maintained by Ameren to provide for a supplemental benefit equal to the difference between the benefit that would have been paid if such IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations. Any NEO whose pension benefits under the Retirement Plan would exceed IRC limitations is eligible to participate in the SRP. The SRP is unfunded and is not a qualified plan under the IRC.

There is no offset under either the Retirement Plan or the SRP for Social Security benefits or other offset amounts.

N0NQuAuFIED DEFERRED COMPENSATION The following table discloses contributions, earnings and balances under the nonqualified deferred compensation plan for each NEO.

N0NQuALIFIED DEFERRED COMPENSATION TABLE Executive company Aggregate Aggregate Aggregate Contributions Contributions Earnings in Withdrawals!

Balance at in 2019(1) in 2019(2) 2Of9 Distributions 12131I19 Name

($)

($)

($)

($)

($)

(a)

(b)

(C)

(d)

(e)

(f)

Lyons 84,265 63199 203,507 1,230,323 Moehn 107,966 47,705 208,729 1,567,406 Baxter 196,200 147,150 526,478 4,062,769 Diya 429,178 35,541 141,376 2,693,315 Amirthalingam 355,620 21,586 11,610 388,816 Nelson 186,081 32,639 57,602 970,877 (1) Aportion ofthese amounts is also included in amounts reported for2Ol9 as Salary in column (c) ofthe Summary Compensation Table.

These amounts also include a portion ofamounts reported as Non-Equity Incentive Plan Compensation in our2Ol9 information statement representing compensation paid in 2019 for performance during 2018.

46 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS (2) All of the Company matching contributions reported for each NEO are included in the amounts reported in column (i) ofthe Summary Compensation Table.

(3) The dollar amount of aggregate interest earnings accrued during 201 9. The above-market interest component of these amounts earned on deferrals made prior to January 1 201 0 with respect to plan years beginning on or prior to January 1, 201 0 and for deferrals made prior to January 1, 2010 with respectto plan years beginning on or after January 1, 2011 is included in amounts reported in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. There are no above-market or preferential earnings on compensation deferred with respect to plan years beginning on or after January 1, 201 0 for deferrals made on and afterJanuary 1, 2010.

(4) The dollar amount of the total balance of the NEOs account as of December 31, 2019 consists of the following elements:

Amount Previously Company Reported as Executive Matching Interest Compensation in Prior Contributions Contributions Earnings Total Yearst1 Name

($)

($)

($)

($)

($)

Lyons 502,438 376,829 351,056 1,230323 731,804 Moehn 746,024 232,554 588,828 1,567,406 546,557 Baxter 1,634,114 693,275 1,735,380 4,062,769 2,250,423 Diya 2,113,886 167,913 411,516 2,693,315 1,406,508 Amirthalingam 355,620 21,586 11,610 388,816

Nelson 458,314 149,466 363,097 970,877 311,755 (1) Represents amounts previously reported as compensation to the NEO in the Companys Summary Compensation Table in previous years.

Executive Deferred Compensation Plan Participation Pursuant to an optional deferred compensation plan available to members ofAmerens management, NEOs may annually choose to defer up to 50 percent (in one percent increments) of their salary and up to I 00 percent (in one percent increments or amounts in excess of a threshold) of cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a participant, Ameren may, in its discretion, waive the 50 percent limitation.

TheAmeren Deferred Compensation Plan, as amended and restated, effective January 1, 2010 (the Ameren Deferred Compensation Plan), changed the interest crediting rates for deferrals made with respect to plan years commencing on and after January 1, 201 0 and added a 401(k) restoration benefit for eligible officers ofAmeren and its subsidiaries, including the NEOs, whose total salary and short-term incentive award exceeds the limit on compensation in effect under the IRC. In October 2010, Ameren adopted an amendment to the Ameren Deferred Compensation Plan for plan years beginning on and after January 1

, 2011 to, among other things, change the measurement period for the applicable interest rates to amounts deferred under such plan prior to January 1, 201 0 and clarify that matching contributions made under the plan are based upon all of a participants deferrals under the plan during a plan year. Pursuant to the Ameren Deferred Compensation Ameren Missouri 2020 Information Statement 47

EXECUTiVE COMPENSATION MATTERS Plan, amounts deferred (and interest attributable thereto), other than the 401(k) Restoration Benefit (as defined below), accrue interest atthe rate to be applied to the participants account balance depending on (1) the plan year for which the rate is being calculated and (2) the year in which the deferral was made, as follows:

Calculation for Plan Year Deferral Date Rate Plan Years beginning on or prior Deferrals priorto January 1, 2010 150 percentofthe average of the to January 1

, 201 0 monthly Mergents Seasoned AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Index Rate) for the calendar year immediately preceding such plan year for 201 9 such interest crediting rate was 5.84 percent Plan Years beginning on or after Deferrals on and after January 1, 2010 120 percent of the AFR for the January 1, 201 0 December immediately preceding such plan year (the Officers Deferred Plan Interest Rate) for 2019 such interest crediting rate was 3.98 percent Under the Ameren Deferred Compensation Plan, upon a participants termination of employment with Ameren and/or its subsidiaries, including the Company, prior to age 55 and after the occurrence of a Change of Control (as defined under Potential Payments Upon Termination or Change of Control Change of Controt below) the balance in such participants deferral account, with interest as described in the table above, shall be distributed in a lump sum within 30 days after the date the participant terminates employment.

The 401(k) Restoration Benefit allows eligible officers ofAmeren and its subsidiaries, including the NEOs, to also defer a percentage of salary and/or EIP awards in excess of the limit on compensation then in effect under the IRC (currently $280,000), in one percent increments, up to a maximum of six percent of total salary and EIP awards (a 401(k) Restoration Deferral, together with Amerens 401(k) matching credit described below, the 401 (k) Restoration Benefit). Under the Ameren Deferred Compensation Plan, Ameren credits each participating officers deferral account with a matching credit equal to 1 00 percent of the first three percent ofsalary and EIP awards and 50 percent ofthe remaining salary and EIP awards deferred by the participant, including a 401(k) Restoration Deferral. In general, eligible participants, including the NEOs, may direct the deemed investment of the 401(k) Restoration Benefit in accordance with the investment options that are generally available under Amerens 401(k) savings investment plan, except for the Ameren stock fund.

48 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS As a result of the changes described in this section, no preferential or above-market earnings are paid pursuant to the Ameren Deferred Compensation Plan with respect to plan years beginning on or after January 1, 201 0 for deferrals made on and after January 1

, 201 0. The investment returns for the funds available to NEOs under the Ameren Deferred Compensation Plan in 201 9 were as follows:

Percentage Name of Fund Rate of Return1 10I

/0 Target 2020 Fund 13.32 Target 2025 Fund 18.55 Target 2030 Fund 20.82 Target 2035 Fund 22.89 Target 2040 Fund 24.74 Target 2045 Fund 26.01 Target 2050 Fund 26.61 Target 2055 Fund 26.66 Target 2060 Fund 26.65 Target 2065 Fund 4.50 Target Retirement Fund 15.63 Large Cap Equity Index 31.54 Large Cap Equity 27.72 Small/Mid Cap Equity Index 27.77 Small/Mid Cap Equity 31.88 International Equity Index 21.94 International Equity 27.39 Bond Fund 9.88 Bond Index Fund 8.82 TIPS Bond Index Fund 8.46 Stable Interest Income 2.46 (1) Beginning November 14, 2019, the Target 2020 Fund was removed, and the Target 2065 Fund was added, to the available funds under the Ameren Deferred Compensation Plan. The Target 2020 Fund percentage reflects performance through October 31 2019. The Target 2065 Fund reflects performance from November 14, 2019 through December 31, 2019.

Ameren Missouri 2020 Information Statement 49

EXECUTIVE COMPENSATION MATTERS After the participant retires, the deferred amounts (and interest attributable thereto), other than the 401 (k) Restoration Benefit, accrue interest as follows:

Calculation for Plan Year Deferral Date Rate Plan Years beginning on or prior Deferrals priorto January 1, 2010 Average monthly Mergents Seasoned to January 1

, 201 0 AAA Corporate Bond Yield Index rate (the Officers Deferred Plan Base Index Rate) for the calendar year immediately preceding such plan year for 2019 such interest crediting rate was 3.89 percent Plan Years beginning on or after Deferrals on and after January 1, 201 0 Officers Deferred Plan Interest Rate January 1, 2010 for 201 9 such interest crediting rate was 398 percent The plan compounds interest annually and the rate is calculated as of the first day of the plan year.

Distributions from the Ameren Deferred Compensation Plan will be paid in cash. A participant may choose to receive the deferred amounts at retirement in a single lump sum payment or in substantially equal installments over a period of 5, 1 0 or I 5 years. In the event a participant terminates employment with Ameren and its subsidiaries, including the Company, prior to age 55, the balance in such participants deferral account is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.

Participants are I 00 percent vested at all times in the value of their contributions, investment earnings and any Ameren 401(k) matching credits. A participants benefit will be comprised of separate bookkeeping accounts evidencing his or her interest in each ofthe investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL This section describes and estimates payments that could be made to the NEOs serving as of December 31

, 201 9, under different termination and change-in-control events. The estimated payments would be made under the terms ofAmerens compensation and benefits plans, as well as the Severance Plan for Ameren Officers (Officer Severance Plan) or the Second Amended and Restated Change of Control Severance Plan (Change of Control Plan).

The tables below reflect the payments and benefits payable to each of the NEOs in the event of a termination of the NEOs employment under several different circumstances. Other than for Mr. Nelson, for whom the amounts shown reflect benefits payable upon his retirement effectiveAugust 1, 2019, the amounts shown assume that termination was effective as of December 31

, 201 9, at the NEOs compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEO in each scenario. In addition, the amounts shown do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid can only be determined at the time of the NEOs actual separation from the Company. Factors that could affect the nature and amount of the payments on termination of employment include, among others, the timing of the event, compensation level, the market price ofAmeren common stock and the NEOs age.

50 Ameren Missouri 2020 Information Statement

LYoNs EXECUTIVE COMPENSATION MATTERS Retirement Involuntary at Age at Termination not Change of Death Disability 12131119(1) for Causet3 ControIt4 Component of Pay

($)

($)

($)

($)

($)

Cash Severance N/A N/A N/A 2,146,900 4440,000 PSU Vesting 3,304,627 5,339,290 N/A N/A 4,456,431 RSUVesting 1,448,218 2,621,261 N/A N/A 2,538,744 Pension Credit N/A N/A N/A N/A 805,869 Health and Welfare Beneflts5 N/A N/A N/A 22,632 101,836 Outplacement at Maximum N/A N/A N/A 25,000 30,000 Excise Tax Gross-upf6)

N/A N/A N/A N/A 4,071,706 Total 4,752,845 7,960,551 N/A 2,194,532 16,444,586 M0EHN Retirement Involuntary at Age at Termination not Change of Death Disability 12131/19(1) for Causet3 ControIt4 Component of Pay

($)

($)

($)

($)

($)

Cash Severance N/A N/A N/A 1,892,600 4,200,000 PSU Vesting 2,449,152 3,957,120 N/A N/A 3,315,117 RSUVesting 1,130,112 2,042,726 N/A N/A 1,978,594 Pension Credit N/A N/A N/A N/A 586,013 Health and Welfare Benefits5 N/A N/A N/A 16,402 68,031 Outplacement at Maximum N/A N/A N/A 25,000 30,000 Excise Tax Gross-upt6 N/A N/A N/A N/A 3,789,861 Total 3,57964 5,999,846 N/A 1,934,002 1367,616 BAxTER Retirement Involuntary at Age at Termination not Change of Death Disability 12131119(2) for Cause3 Control4 Component of Pay

($)

($)

($)

($)

($)

Cash Severance N/A N/A N/A 4,855,000 9,120,000 PSUVesting 10,435,200 16,986,317 13,728,845 13,728,845 14,427,065 RSUVesting 1,756,109 3,608,986 1,819,699 1,819,699 3,466,869 Pension Credit N/A N/A N/A N/A 1,717,470 Health and Welfare Benefits5 N/A N/A N/A 21 383 1 1 1 617 Outplacement at Maximum N/A N/A N/A 25,000 30,000 Excise Tax Gross-up(6 N/A N/A N/A N/A 1 1 660,133 Total 12,191,309 20,595,303 15,548,544 20,449,927 40,533,154 Ameren Missouri 2020 Information Statement 51

EXECUTIVE COMPENSATION MATTERS DIYA Retirement Involuntary at Age at Termination not Change of Death Disability 12/31/19(2) for Causet3 Control4 Component of Pay

($)

($)

t$)

($)

($)

Cash Severance N/A N/A N/A I 41 1 250 2,884000 PSU Vesting 1,750,886 2,840,832 2,308,224 2,308,224 2,407,774 RSU Vesting 286,080 590,976 296,448 296,448 567,596 Pension Credit N/A N/A N/A N/A 495,770 Health and Welfare Beneflts5 N/A N/A N/A 21,383 100,128 Outplacement at Maximum N/A N/A N/A 25,000 30,000 Excise Tax Grossupt6)

N/A N/A N/A N/A 2,650,305 Total 2,036,966 3,431,808 2,604,672 4,062,305 9,135,573 AMIRTHAuNGAM Retirement Involuntary at Age at Termination not Change of Death Disability 12131/19(1) for Causet3 ControI4 Component of Pay

($)

($)

($)

($)

($)

Cash Severance N/A N/A N/A 1 002,200 1,503,800 PSU Vesting 293,990 542,208 N/A N/A 607,729 RSU Vesting 272,947 461 261 N/A N/A 447,522 PensionCredit N/A N/A N/A N/A 141,398 Health and Welfare Benefits5 N/A N/A N/A 10,098 27,027 Outplacement at Maximum N/A N/A N/A 25,000 30,000 Excise Tax Gross-up6 N/A N/A N/A N/A N/A Total 566,937 1,003,469 N/A 1,037,298 2,757476 NELSON Payment and Benefits Upon Retirement Effective Component of Pay 81111 9(2)

($)

Cash Severance N/A PSU Vesting 2,217,446 RSU Vesting 231,552 Pension Credit N/A Health and Welfare Benefits5 N/A Outplacement at Maximum N/A Excise Tax Gross-up6 N/A Total 2,448,998 (1) Ms. Amirthalingam and Messrs. Lyons and Moehn are not retirement-eligible.

(2) The estimated number of PSUs and RSUs that would be payable upon retirement at December 31, 2019 for Messrs. Baxter and Diya, and at 52 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS August 1

, 2019 for Mr. Nelson, is calculated according to the schedule following Termination Other Than for Change of Control below.

Where performance was estimated for PSUs, it was estimated at 127.5 percent payout for the 2018 PSU award and 52 percent payout for the 2019 PSU award.

(3) Indicates amounts payable to NEOs pursuant to the Officer Severance Plan. The PSU vesting and RSU vesting amounts represent amounts payable because the participant is retirement eligible, not due to a benefit under the Officer Severance Plan.

(4) Indicates Change of Control amounts payable to NEOs pursuant to the Change of Control Plan, assuming that Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ after the Change of Control.

(5) Health and welfare benefits figures reflect the estimated lump-sum value of all future amounts which will be paid on behalf of or attributed to the NEOs under our welfare benefit plans (these amounts, however, would not actually be paid as a cash lump sum). For amounts payable in connection with a Change of Control, the amounts reflected above represent the employer portion of premiums and an amount representing the actuarial present value of additional benefits under our retiree medical program (see Change of Control - Health and Welfare Benefit Payment Assumptions below). For amounts payable in connection with an Involuntary Termination Not for Cause, the amounts reflected above represent 12 months of COBRA premiums.

(6) Excise tax gross-up payments are estimated using a stock price of $76.80 per share (the most recent closing price ofAmeren common stock on the NYSE as of December 31

, 2019). Ms. Amirthalingam is not eligible for excise tax gross-up payments due to becoming a participant in the Change of Control Severance Plan after October 1, 2009.

Severance The NEOs are covered undertheAmeren Corporation Severance Plan forAmeren Officers, as described above under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Severance.

Change of Control Change of Control Severance Plan. Under Amerens Second Amended and Restated Change of Control Severance Plan, as amended (the Change ofControl Plan), designated officers ofAmeren and its subsidiaries, including the NEOs, are entitled to receive severance benefits iftheir employment is terminated without Cause (as defined below) or by the NEO for Good Reason (as defined below) within two years after a Change of Control. The Change of Control Plan was amended in 2009 to eliminate reimbursement and gross-up payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become designated as entitled to receive benefits under the Change of Control Plan on or after October 1, 2009. Other Ameren plans also carry change of control provisions.

Definitions of Change of Contro Cause and Good Reason A change of control (Change of Control) occurs under the Change of Control Plan, in general, upon:

(i) the acquisition of2O percent or more ofthe outstanding common stock ofAmeren or of the combined voting power of the outstanding voting securities of Ameren; (ii) a majority change in composition of the board of directors; (iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all ofthe assets ofAmeren, unless current shareholders continue to own 60 percent or more of the surviving entity immediately following the transaction; or (iv) approval by Ameren shareholders of a complete liquidation or dissolution of Ameren.

Cause is defined as follows:

(i) the participants willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the participants disability), after notice and opportunity to remedy; (ii) gross negligence in the performance of the participants duties which results in material financial harm to Ameren; Ameren Missouri 2020 Information Statement 53

.4

EXECUT1VE COMPENSATION MATTERS (iii) the participants conviction of, or plea of guilty or nob contendere to, any felony or any other crime involving the personal enrichment of the participant at the expense ofAmeren or shareholders ofAmeren; or (iv) the participants willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily or otherwise.

Good Reason is defined as follows:

(i) a net reduction of the participants authorities, duties, or responsibilities as an executive and/or officer of Ameren; (ii) required relocation of more than 50 miles; (iii) any material reduction of the participants base salary or target bonus opportunity; (iv) reduction in grant-date value of long-term incentive opportunity; (v) failure to provide the same aggregate value of employee benefit or retirement plans in effect prior to a Change of Control; (vi) failure of a successor to assume the Change of Control Plan agreements; or (vii) a material breach of the Change of Control Plan which is not remedied by the Company within ten business days of receipt of written notice of such breach.

If an NEOs employment is terminated without Cause or by the NEO for Good Reason within two years after a Change of Control, the NEO will receive a cash lump sum equal to the following:

(i) unpaid salary and vacation pay through the date of termination; (ii) pro rata EIP compensation for the year of termination; (iii) three years worth of each of base salary and target EIP compensation (two years worth for Ms.

Amirthalingam);

(iv) three years worth of additional pension credit (two years worth for Ms. Amirthalingam); and (v) solely with respect to officers who first became designated as entitled to receive benefits under the Change of Control Plan before October 1, 2009, reimbursement and gross-up for any excise tax imposed on benefits received by the NEO from Ameren, assuming such payments (as defined bythe IRS) are atleast 110 percent ofthe imposed cap underthe IRC.

In addition to the cash lump sum payment, any such NEO shall (i) continue to be eligible for health and welfare benefits during the three-year severance period1, provided that if the NEO becomes reemployed with another employer and is eligible to receive such health and welfare benefits under such other employers plan, the Companys health and welfare benefits will be secondary to those provided under such other plan during the severance period and (ii) receive, as incurred, up to $30,000 for the cost of outplacement services (not available for a Good Reason termination).

Following are details of how the above items are calculated.

Retirement Plan BenefitAssumptions. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period1 upon which severance is received (assuming the participants compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination) and (b) the actual account balance (paid or payable) under such plans as of the date of termination.

54 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS Health and Welfare Benefit PaymentAssumptions. Continued coverage for the NEDs family with medical, dental, life insurance and executive life insurance benefits as if employment had not been terminated during the three-year periodt1 upon which severance is received. The calculation and the corresponding amounts set forth in the Potential Payments on Termination or a Change of Control tables above assume full cost of benefits over the three-year period1. In addition, the NEOs family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period1 upon which severance is received. Retiree medical benefits are payable only in their normal form as monthly premium payments until the NEO reaches the age of 65, at which time the NEO, or applicable beneficiary, receives an annual stipend to apply towards eligible healthcare premiums and costs. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period1, a graded discount rate assumption of I.93 percent for payment duration of three years or less, 2.03 percent for payment duration of over three but not more than nine years and 2.52 percent for payment duration over nine years, and post-retirement mortality (but not pre-retirement mortality) according to the PRI-2012 Non Disabled Annuitant (generational) table.

(1)

Ms. Amirthalingams severance period is two years, and she is not eligible for retiree medical benefits.

Ability to Amend or Terminate Change of Control Plan Amerens Board may amend or terminate the Change of Control Plan at any time, including designating any other event as a Change of Control, provided that the Change of Control Plan may not be amended or terminated (i) following a Change of Control, (ii) at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (iii) otherwise in connection with or in anticipation of a Change of Control in any manner that could adversely affect the rights of any officer covered by the Change of Control Plan.

Change of Control Provisions Relating to LTIPAwards Below is a summary of protections provided upon a Change of Control with respect to the LTIP awards underthe 2014 Plan. In brief, the goal ofthese protections is to avoid acceleration of LTIP vesting and payment in situations where a Change of Control occurs but Ameren continues to exist and the NEO retains his or her position. In the table below, the term qualifying termination means the participant (i) has an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, has a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) has an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees (as in effect immediately prior to the Change of Control). Other definitions of capitalized terms may be found in the 2014 Plan or applicable award agreement.

Ameren Missouri 2020 Information Statemet?t 55

EXECUTIVE COMPENSATION MATTERS Change of Control Event Termination Event Unvested LTIP Awards Change of Control which occurs on or before the end of the applicable vesting period after which Ameren continues in existence and remains a publicly traded company on the NYSE or NASDAQ No qualifying termination Qualifying termination within two years after the Change of Control and during the applicable vesting period Payable upon the earliest to occur of the following:

after the applicable vesting period has ended; or the participants death.

The PSUs or RSUs the participant would have earned if such participant remained employed for the entirety of the applicable vesting period, at actual performance in the case ofthe PSUs, will vest on the last day of the applicable vesting period and be paid in shares ofAmeren common stock immediately following the applicable vesting period; provided that such distribution will be deferred until the date which is six months following the participants termination of employment to the extent required by IRC Section 409A.

Change of Control which occurs on or before the end of the applicable vesting period in which Ameren ceases to exist or is no longer publicly traded on the NYSE or NASDAQ Automatic upon Change of Control Continued employment until the end of the applicable vesting period The target number of PSU or RSU awards granted, together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement.

Lump sum payout of the nonqualified deferred compensation plus interest immediately following the applicable vesting period.

Retirement or termination due to disability prior to the Change of Control Continued employment until death or disability which occurs after the Change of Control and before the end of the applicable vesting period Qualifying termination during the applicable vesting period Other termination of employment before the end ofthe applicable vesting period Immediate lump sum payment of the nonqualified deferred compensation plus interest upon the Change of Control.

Immediate lump sum payout of the nonqualified deferred compensation plus interest upon such death or disability.

Immediate lump sum payout of the nonqualified deferred compensation plus interest upon termination; provided that such distribution shall be deferred until the date which is six months following the participants termination of employment to the extent required by IRC Section 409A.

Forfeiture of the nonqualified deferred compensation plus interest.

Termination Other Than for Change of Control The following table summarizes the impact of certain employment events outside the context of a Change of Control that may result in the payment of unvested LTIP awards.

56 Ameren Missouri 2020 Information Statement

EXECUTIVE COMPENSATION MATTERS Additional Type of Termination Termination Details Unvested LTIP Awards Death N/A All awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance or award period and are paid as soon as possible after death.

Disability N/A All outstanding awards are earned at the same time and to the same extent that they are earned by other participants, and are paid immediately following the vesting period.

Retirement during award period Age 55+

Only if the participant has at least five years of service, a prorated award is earned at the end of the performance or award period (based on actual performance, where applicable) and is paid immediately following the vesting period.

Termination for any reason other N/A Forfeited than death, disability, retirement or change of control as provided above PRINCIPAL EXECUTIVE OFFICER PAY RATIO We are providing the following information to comply with Item 402(u) of Regulation S-K:

For 2019, the annual total compensation of our median employee was $145,483. We calculated the median employees annual total compensation based on the rules for determining annual total compensation of our named executive officers, which includes base salary, incentive compensation, change in pension value, and other elements of pay, such as 401 (k) employer match, stock awards or overtime, as applicable. In 2019, we had two non-concurrent principal executive officers. For purposes of this disclosure, we looked to the principal executive officer (PEO) serving in that position as of December 31

, 201 9, Mr. Lyons, and annualized his compensation. The annualized total compensation of our PEO was $3,811 792 (specifically using his PEO salary for the full year) and the ratio of our PEOs compensation to the median employee was 26 to I

. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We identified our median employee as of October 1

, 201 7, using our entire workforce of approximately 3,600 full, part-time and temporary employees and base salary for the period of January 1

, 2016 to December 31

, 2016, rounded to the nearest $1 00. Our median employee served in a similar role in 2019 and had his or her compensation adjusted based on his or her performance in that role. We determined that the changes in our median employees compensation arrangements for 201 9 did not result in a significant change to our pay ratio disclosure and, therefore, we determined that our median employee from 2017 was still reasonable to utilize for our pay ratio disclosure this year.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

Ameren Missouri 2020 Information Statement 57

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FIscALYEAR 2019 PricewaterhouseCoopers LLP (PwC) served as the independent registered public accounting firm for Ameren and its subsidiaries in 2019. PwC is an independent registered public accounting firm with the Public Company Accounting Oversight Board. Representatives of PwC are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

FEES FOR FISCAL YEARS 201 9 AND 2018 Audit Fees The aggregate fees for professional services rendered by PwC for (i) the audits ofthe consolidated annual financial statements ofAmeren and its registered subsidiaries included in the combined 2019 Form 10-K ofAmeren and its registered subsidiaries and the annual financial statements of certain non-registered subsidiaries; (ii) the audit ofAmerens internal control over financial reporting; (iii) the reviews of the quarterly financial statements included in the combined Forms I O-Q ofAmeren and its subsidiaries for the 201 9 fiscal year; (iv) services provided in connection with debt and equity offerings; (v) certain accounting and reporting consultations; (vi) certain regulatory reporting requirements forthe 2019 fiscal year; and (vii) post-implementation system reviews were $4,121,000.

Fees billed by PwC for audit services rendered to Ameren and its subsidiaries during the 201 8 fiscal year totaled $3,593,025. This amount reflects the re-categorization of certain audit-related fees for systems implementation services, which were previously reported as audit fees.

Audit-Related Fees The aggregate fees for audit-related services rendered by PwC to Ameren and its subsidiaries during the 201 9 fiscal year totaled $355,000. Such services consisted of pre-implementation systems reviews and a stock transfer/registrar review.

Fees billed by PwC for audit-related services rendered to Ameren and its subsidiaries during the 2018 fiscal year totaled $21 5,000. This amount reflects the re-categorization of certain audit-related fees for systems implementation services, which were previously reported as audit fees.

Tax Fees PwC did not render any tax-related services to Ameren and its subsidiaries during the 201 9 or 2018 fiscal years.

All Other Fees The aggregate fees for all other services rendered by PwC to Ameren and its subsidiaries during the 201 9 fiscal year totaled $21 6,562. Such services consisted of advice regarding a contract management project, a regulatory risk assessment, and strategic initiatives; a human resources benchmarking resource subscription; and accounting and reporting reference software.

Fees billed by PwC for all other services rendered to Ameren and its subsidiaries during the 201 8 fiscal year totaled $62,600.

FISCAL YEAR 2020 Amerens Audit and Risk Committee has appointed PwC as independent registered public accounting firm for Ameren and its subsidiaries, including Ameren Missouri, for the fiscal year ending December 31

, 2020.

Ameren is asking its shareholders to ratify this appointment at its 2020 annual meeting of shareholders.

58 Ameren Missouri 2020 Information Statement

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM POLICY REGARDING THE PRE-APPR0vAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROVISION OF AuDIT, AUDIT-RELATED AND NON-AUDIT SERVICES Amerens Audit and Risk Committees charter provides that the Committee is required to pre-approve all audit, audit-related, tax and other services provided by the independent registered public accounting firm to Ameren and its subsidiaries, including the Company, except that pre-approvals of non-audit services may be delegated to a single member of the Audit and Risk Committee. The Audit and Risk Committee pre-approved I 00 percent of the fees for services provided by PwC covered under the above captions Audit Fees, C Audit-Related Fees, Tax Fees and All Other Fees for fiscal years 201 9 and 2018.

The information contained in the following Audit and Risk Committee Report shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 ofthe Exchange Act exceptto the extentthat the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended or the Exchange Act.

Ameren Missouri 2020 Information Statement 59

AUDIT AND RISK COMMITTEE REPORT AUDIT AND RISK COMMITTEE REPORT TheAudit and Risk Committee ofAmeren Corporation (Ameren) reviews Union Electric Companys financial reporting process on behalf of Union Electric Companys Board of Directors. In fulfilling its responsibilities, the Audit and Risk Committee reviewed and discussed the audited financial statements of Union Electric Company included in the 201 9 Form I 0-K with Union Electric Companys management and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, as well as maintaining effective internal control over financial reporting and assessing such effectiveness. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. Union Electric Company is a non-accelerated filer with respect to the reporting requirements of the Securities Exchange Act of I 934, as amended, and therefore, is not required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC regulations as to the auditors attestation report on internal control over financial reporting.

In addition, in connection with its review ofAmerens and Union Electric Companys annual audited financial statements, the Audit and Risk Committee has discussed with the independent registered public accounting firm the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (SEC), has received and reviewed the written communications from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding PwCs communications with theAudit and Risk Committee concerning independence, and has discussed with such accounting firm its independence. The Audit and Risk Committee also has considered whether the provision by the independent registered public accounting firm of non-audit services to Ameren is compatible with maintaining their independence.

To ensure the independence of the independent registered public accounting firm, Ameren has instituted monitoring processes at both the management level and theAudit and Risk Committee level. At the management level, the chief financial officer or the chief accounting officer is required to review and pre-approve all engagements of the independent registered public accounting firm for any category of services, subject to the pre-approval of the Audit and Risk Committee described above. In addition, the chief financial officer or the chief accounting officer is required to provide to the Audit and Risk Committee at each of its meetings (except meetings held exclusively to review earnings press releases and reports on SEC Forms I O-Q and I 0-K) a written description of all services to be performed by the independent registered public accounting firm and the corresponding estimated fees. The monitoring process attheAudit and Risk Committee level includes a requirement that the Committee pre-approve the performance of any services by the independent registered public accounting firm, except that pre-approvals of non-audit services may be delegated to a single member of the Committee. At each Audit and Risk Committee meeting (except meetings held exclusively to review earnings press releases and quarterly reports on SEC Form I O-Q), the Committee receives a joint report from the independent registered public accounting firm and the chief financial officer or the chief accounting officer concerning audit fees and fees paid to the independent registered public accounting firm for all other services rendered, with a description of the services performed. The Audit and Risk Committee has considered whether the independent registered public accounting firms provision of the services covered under the captions SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES FOR FISCAL YEARS 201 9 AND 201 8 Audit-Related Fees, Tax Fees and All Other Fees in this information statement is compatible with maintaining the independent registered public accounting firms independence and has concluded that the independent registered public accounting firms independence has not been impaired by its engagement to perform these services.

In reliance on the reviews and discussions referred to above, the Audit and Risk Committee recommended to the Boards of Directors ofAmeren and Union Electric Company that Union Electric Companys audited financial statements be included in Union Electric Companys 201 9 Form I 0-K, for filing with the SEC.

Ameren Audit and Risk Committee:

J. Edward Coleman, Chairman Catherine S. Brune Ward H. Dickson Noelle K. Eder Craig S. Ivey 60 Ameren Missouri 2020 Information Statement

SECURITY OWNERSHIP SECURITY OWNERSHIP SECURITIES OF THE COMPANY As shown in the table below, all of the outstanding shares of our Common Stock are owned by Ameren.

of the 807,595 outstanding shares of our class of Preferred Stock, no shares were owned by our directors, nominees for director and executive officers as of March 9, 2020. Although we are aware of certain filings by persons who are beneficial owners of five percent or more of a series of our Preferred Stock, to our knowledge, there are no beneficial owners of five percent or more of the outstanding shares of our class of Preferred Stock as of March 9, 2020. As discussed under QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING above, our Common Stock and Preferred Stock shareholders vote together as a single class on matters submitted to a vote at the Annual Meeting. No independent inquiry has been made to determine whether any shareholder is the beneficial owner of shares not registered in the name of such shareholder or whether any shareholder is a member of a shareholder group.

Shares of Common Stock Percent of Name and Address Owned Beneficially at Common Stock of Beneficial Owner March 9, 2020

(%)

Ameren Corporation One Ameren Plaza 1901 Chouteau Avenue St. Louis, MO 63103 102,123,834 100 SECURITIES OF AMEREN The following table sets forth certain information known to the Company with respect to beneficial ownership ofAmeren common stock as of March 9, 2020, for (i) each director and nominee for director of the Company, (ii) each NEO as named in the Summary Compensation Table above, and (iii) all current executive officers, directors and nominees for director as a group.

Number of Shares of Ameren Common Stock Percent Name Beneficially Ownedt1 Owned2 Bhavani Amirthalingam 1 798 Warner L. Baxter 335,046 Mark C. Birk 70,204 Fadi M. Diya 71,181 Martin J. Lyons, Jr.

142,213 Michael L. Moehn 96,896 Gregory L. Nelson 37,404 David N. Wakeman 11,122 All current executive officers, directors, and nominees for director as a group (9 persons) 802,431 Less than one percent.

(1) This column lists voting securities. None ofthe named individuals held shares issuable within 60 days upon the exercise ofAmeren stock options or the vesting of RSUs. Reported shares include those for which a director, nominee for director or executive officer has voting or investment power because ofjoint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim beneficial ownership.

(2) For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 246,737,253 shares ofAmeren common stock outstanding on March 9, 2020 and the number of shares ofAmeren common stock that such person or group had the right to acquire on or within 60 days of March 9, 2020.

Ameren Missouri 2020 Information Statement 61

SECURITY OWNERSHIP Since 2003, Ameren has had a policy which prohibits directors and executive officers from engaging in pledges ofAmeren securities or short sales, margin accounts and hedging or derivative transactions with respect to Ameren securities. In addition, since 201 3, Ameren has had a policy which prohibits directors and employees ofAmeren and its subsidiaries, including the Company, from entering into any transaction which hedges (or offsets) any decrease in value of Ameren equity securities that are (1 ) granted by Ameren to the director or employee as part of compensation or (2) held, directly or indirectly, by the director or employee.

The address of all persons listed above is do Union Electric Company, I 901 Chouteau Avenue, St.

Louis, Missouri 63103.

STOCK OWNERSHIP REQUIREMENT FOR NAMED EXECUTIVE OFFICERS AND MEMBERS OF THE SENIOR LEADERSHIP TEAM The stock ownership requirements applicable to the NEOs are described above under EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS. The Company also has stock ownership requirements applicable to members of the Senior Leadership Team. These requirements are included in Amerens Corporate Governance Guidelines, which are available on Amerens website or upon request to the Company, as described herein.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 1 6(a) of the Exchange Act requires the Companys directors and executive officers and persons who own more than ten percent of the Companys Common Stock to file reports of their ownership in the Companys Preferred Stock, and, in some cases, of its ultimate parents common stock, and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this information statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Companys directors and executive officers complied with all such filing requirements during 2019.

62 Ameren Missouri 2020 Information Statement

SHAREHOLDER PROPOSALS SHAREHOLDER PROPOSALS Under the rules of the SEC, any shareholder proposal intended for inclusion in the information statement for the Companys 2021 annual meeting of shareholders must be received by the Secretary of the Company on or before November 27, 2020. We expect that the 2021 annual meeting of shareholders will be held on May 6, 2021.

In addition, under our Bylaws, shareholders who intend to submit a proposal in person at an annual meeting, or who intend to nominate a director at the 2021 annual meeting, must provide advance written notice along with other prescribed information. In general, such notice must be received by the Secretary of the Company at our principal executive offices not later than 60 days or earlier than 90 days prior to the anniversary ofthe previous years annual meeting (i.e., not later than March 8, 2021 or earlier than February 6, 2021). The specific procedures to be used by shareholders to recommend nominees for director are set forth in Amerens Policy Regarding Nominations of Directors, which can be found on Amerens website at www.amereninvestors.com. The specific procedures to be used by shareholders to submit a proposal in person at an annual meeting are set forth in the Companys Bylaws. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the procedures set forth in the Companys Bylaws and, in the case of nominations, Amerens Director Nomination Policy. Copies of the Companys Bylaws and Director Nomination Policy may be obtained upon written request to the Secretary of the Company.

Ameren Missouri 2020 InformatIon Statement 63

FORM 10-K FORM 10-K A copy ofAmerens 201 9 Form I 0-K, including the Companys financial statements for the year ended December 31

, 201 9, is being furnished with this information statement. The 201 9 Form I 0-K is also available on Amerens website at www.amereninvestors.com. If requested, we will provide you copies of any exhibits to the 201 9 Form I 0-K upon the payment of a fee covering our reasonable expenses in furnishing the exhibits.

You can request exhibits to the 201 9 Form I 0-K by writing to the Office of the Secretary, Union Electric Company, P.O. Box 66149, St. Louis, Missouri 63166-6149.

FOR INFORMATION ABOUT THE COMPANY, INCLUDING THE COMPANYS ANNUAL, QUARTERLY, AND CURRENT REPORTS ON SEC FORMS 10-K, 1O-Q AND 8-K, RESPECTIVELY, PLEASE VISIT THE FINANCIAL INFO SECTION OF AMERENs WEBSITE AT WWW.AMERENINVESTORS COM. INFORMATION CONTAINED ON AMERENS WEBSITE IS NOT INCORPORATED INTO THIS INFORMATION STATEMENT OR OTHER SECURITIES FILINGS.

64 Ameren Missouri 2020 Information Statement