Ex remuneration supervisory board R. STAHL

Remuneration system of the Supervisory Board

Remuneration system of the Supervisory Board
pursuant to sections 113 para. 3 sentence 1, 87a para. 1 sentence 2 German Stock Corporation Act (AktG)

The members of the Supervisory Board are entitled to an appropriate remuneration which, both in terms of its structure and its amount, takes into account the requirements for the office of the Supervisory Board and the situation of the company. For the respective amount of the fixed annual remuneration, the specific function and responsibility of the Supervisory Board members are taken into account. At the same time, the remuneration shall make the assumption of a mandate as member or chairman of the Supervisory Board or a committee appear sufficiently attractive in order to be able to attract and retain appropriately qualified candidates for the Supervisory Board. This is a prerequisite for the best possible supervision of and advice to the Executive Board, which in turn makes a significant contribution to a successful business strategy and the long-term success of the company.

Procedure

The remuneration of the Supervisory Board is regulated in section 14 of the Articles of Association of the company. Each member of the Supervisory Board receives a fixed annual remuneration, which is determined by the Annual General Meeting and remains valid until the Annual General Meeting resolves a change. For service on a committee and for financial years for which a dividend is distributed, the Annual General Meeting determines additional remuneration in the same manner. The chairpersons of the committees receive twice the remuneration for serving on a committee. The Chairman of the Supervisory Board receives twice the remuneration resulting therefrom. The cash expenses and the value added tax are remunerated separately. If the Executive Board and the Supervisory Board see reason to change the remuneration, they submit a proposal for a changed remuneration system or a changed amount of remuneration to the Annual General Meeting. Irrespective of this, the remuneration of the Supervisory Board, including the remuneration system for the Supervisory Board, is submitted to the Annual General Meeting every four years for (if necessary, confirming) resolution pursuant to section 113 para. 3 AktG.

The regulations applicable to dealing with conflicts of interest (such as the obligation to disclose at an early stage) are also observed in the procedure for establishing, implementing and reviewing the remuneration system for the Supervisory Board. So far, no such conflict of interest has occurred.

Remuneration components

Fixed annual remuneration
By resolution of the Annual General Meeting on 22 June 2007, the fixed annual remuneration of each member of the Supervisory Board was increased to €18,000.00 and the remuneration for service on a committee was increased to €3,650.00 with effect from 1 July 2007.

Variable remuneration
The variable portion of the Supervisory Board remuneration depends on the dividend distributed in the reporting year. For each full percent of dividend distributed in excess of 20% of the share capital per share, €800.00 will be paid. By resolution of the Annual General Meeting on 27 June 2008, it was determined with effect from 1 July 2008 that this additional remuneration shall amount to a maximum of twice the fixed annual remuneration of the member of the Supervisory Board or the fixed annual remuneration of the Chairman of the Supervisory Board, and for committee members furthermore twice the additional remuneration for an activity in a committee or for a chairmanship in a committee.