Remuneration of Management Board and Supervisory Board

The remuneration of the Management Board encompasses fixed and variable, performance-based salary components, as well as remuneration in kind. As in the previous years, the assessment base for the variable salary component of the Management Board is the Group net profit and the dividend amount that is distributed. The remuneration can be found on page 83 of this Annual Report in the notes to the consolidated financial statements. A contractual agreement stipulating direct retirement benefits for the Chairman of the Management Board was concluded on his initial appointment to this position. For the other members of the Management Board, the Articles of Association prescribe pension plan reinsurance in the form of a defined contribution. In the case of termination of an employment contract, the respective member of the Management Board is entitled to severance payments in accordance with the Salaried Employees Act. No share options have been granted. A Directors and Officers (D&O) insurance has been taken out for the members of the Management Board and senior executives.

Remuneration of the Supervisory Board is governed in Section 15 of the Articles of Association. Accordingly, each member of the Supervisory Board receives an attendance fee for each session totalling EUR 120 as compensation for expenses, as well as a fixed annual fee amounting to EUR 4,360. Both fees are linked to the consumer price index (basis: CPI 2000, annual average 2004 = 108.1) the fees for 2009 are therefore slightly higher than the aforementioned amounts. The fixed annual fee is increased by 100% for the Chairman of the Supervisory Board and 50% for the Deputy Chairman. In addition to the fixed and attendance fees, the members of the Supervisory Board as a whole (excluding employee representatives) receive 0.15% of the consolidated net profit after taxes and minority interests as a performance-based profit-sharing scheme, after the consolidated financial statements have been granted an unqualified opinion by the auditors. This profit-sharing scheme is divided among the Supervisory Board members so that each member receives an equal share, the Chairman an additional 100% of this share and the Deputy Chairman an additional 50%. Moreover, the performance-based component may not exceed 2.5 times the annual fixed fee (excluding attendance fees) for each Supervisory Board member.

Deviations from the following rules are explained as follows: Rule 31 / 51: The remuneration paid to the Management and Supervisory Boards is not disclosed separately for each member but for the boards as a whole. Publication of the individual remuneration is the personal decision of each member of the Management and Supervisory Boards and is therefore not disclosed.