BOARD OF DIRECTORS, PRINCIPLE

The Board of Directors receives an annual fixed compensation in cash and/or in shares.


GROUP MANAGEMENT, PRINCIPLE

The Group Management receives a fixed and a variable compensation. The variable compensation consists of a performance- -based compensation (Performance Bonus) paid in cash and potentially partially in shares (Share Purchase Plan) and a performance-based compensation in form of share units (Long Term Incentive Plan).

For the CEO, the variable compensation (i.e. the paid-out Performance Bonus and the value of the earned rights under the Long Term Incentive Plan) must not exceed 300% of the fixed compensation. For the other members of the Group Management, the variable compensation must not exceed 200% of the total fixed compensation.

APPROVAL BY THE GENERAL MEETING

The General Meeting approves annually upon the petition of the Board of Directors  

  1. the total fixed compensation of the Board of Directors for the period until the next General Meeting and
  2. the total fixed and variable compensation (Performance Bonus and the grant of share units under the Long Term Incentive Plan) of the Group Management for the new fiscal year.

The Board of Directors may submit to the General Meeting requests for approval with regard to maximum amounts or individual compensation elements for other periods or with regard to the additional amounts for special compensations elements as well as additional conditional requests.

If the General Meeting does not approve the request of the Board of Directors with regard to the fixed compensation of the Board of Directors and/or variable compensation of the Group Management, the Board of Directors may call a new General Meeting.

BOARD OF DIRECTORS, ASSIGNMENT OF SHARES

The Board of Directors may decide that part or all of the compensation of the Board of Directors is granted in shares in accordance with the following principles:

  1. the number of assigned shares is specified by the Board of Directors;
  2. the value of the shares is determined by the stock price at the time the number of shares is specified by the Board of Directors;
  3. the Board of Directors determines the rules for the blocking period, which do not apply in teh event of a takeover or liquidation of the Company and in the event of disability or death of the entitled person.

GROUP MANAGEMENT, PERFORMANCE BONUS

The Board of Directors determines the Performance Bonus for the members of the Group Management in accordance with the following principles:

  1. the Performance Bonus depends on the success of the Group and the achievement of individual perfor­mance goals;
  2. the Board of Directors defines the key performance indicators for determin the success of the Group. The Board of Directors annually agrees with each member of the Group Management on their individual performance objectives and determines the individual member’s target Performance Bonus amount;
  3. should the performance objectives not be achieved, or only partially, the Performance Bonus is reduced accordingly. Should the performance objectives be exceeded, the effectively paid-out Performance Bonus may exceed the target Performance Bonus, within the limits defined by the Board of Directors;
  4. the Performance Bonus may be paid in cash or in the form of discounted or free shares (under the share purchase plan of the Company in accordance with § 11 paragraph 5 of the Articles of Association).


GROUP MANAGEMENT, SHARE PURCHASE PLAN

The Board of Directors determines the grant of shares to members of the Group Management under the Share Purchase Plan in accordance with the following principles:

  1. the Board of Directors determines whether and at which conditions members of the Group Management receive part of their Performance Bonus in shares of the Company;
  2. the Board of Directors may determine that, in addition to the purchased shares, further shares may be acquired free of charge;
  3. the purchase price for the shares depends on the stock price during a certain reference period after the end of the fiscal year;
  4. the Board of Directors determines the rules for the blocking period, which do not apply in the event of a takeover or liquidation of the Company and in the event of disability, retirement or death of the entitled person.


GROUP MANAGEMENT, LONG TERM INCENTIVE PLAN

The Board of Directors decides about the assignment of shares to the members of the Group Management under of the Long Term Incentive Plan according to the following principles:

  1. at the beginning of each performance period, the Board of Directors specifies for each member of the Group Management a certain number of share options of the Company;
  2. the value of the options depends on the stock price during a reference period before the performance period starts;
  3. the disbursement of the options is linked to the achievement of targets for the Group. During the performance period the options are subject to forfeiture;
  4. after the expiration of the performance period the shares are assigned definitely, based on the effective achievement of the performance goals. If the goals are not achieved or achieved only partially, the number of shares to be assigned is reduced accordingly. If the goals are exceeded, the number of effectively assigned shares can within the limits defined by the Board of Directors be higher. In exceptional cases, the Board of Directors may approve a cash pay-out;
  5. the Board of Directors determines the blocking period for the assigned shares, which does not apply in the event of a takeover or liquidation of the Company and in the event of disability, death or retirement of the entitled party.

GROUP MANAGEMENT, ADDITIONAL COMPENSATION FOR NEW MEMBERS

The Board of Directors may approve additional compensation for members of the Group Management who are appointed after the approval of the compensation. The total additional compensation for each new member of the Group Management must not exceed 200% of the average total compensation of the Group Management during the previous fiscal year or 400% in the event of the new election of the CEO. Proven disadvantages from the change of position may be compensated within the framework of this total amount.


INCOME FROM OTHER GROUP OF COMPANIES

If compensation is paid to members of the Board of Directors or the Group Management for work in companies which are directly or indirectly under the control of the Company or for work which the respective member performs under his or her mandate as member of the Board of Directors or Group Management, then this compensation must be consolidated at the level of the Company and is subject to approval by the General Meeting.