Composition of the Supervisory Board

The Supervisory Board is comprised of representatives of the shareholders and employees. As the enterprise is bound by the 1976 Co-determination Act, the number of members of the Supervisory Board is specified as twenty.

The shareholders elect half of the members of the Supervisory Board. The employees elect the other half. To permit the Supervisory Board’s independent advice and supervision of the Management Board, at least more than half of the shareholder representatives should be independent. Three of the members representing the employees are trade union representatives. The remaining seven employee representatives on the Supervisory Board must be employees of the enterprise in Germany; one of whom must be a representative of the senior executives.

The Supervisory Board elects a Chairman and a Deputy Chairman from its midst. A member of the shareholder representatives is regularly elected as Chairman of the Supervisory Board and a member of employee representatives as his deputy. In the event of a tied vote on the Supervisory Board, the Chairman has the casting vote.

The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and chairs its meetings. The Chairman of the Supervisory Board maintains regular contact with the Board of Management, in particular with the Chairman of the Board of Management and consults with him on the strategy, business development and risk management of the company. The Chairman of the Supervisory Board is informed by the Chairman of the Board of Management without delay of important events that are essential for the assessment of the situation and development as well as for the management of the enterprise. The Chairman of the Supervisory Board then informs the Supervisory Board and, if required, convenes an extraordinary meeting of the Supervisory Board.

General Conditions

The members of the Supervisory Board shall collectively be in possession of the information, skills and professional experience required to correctly perform their duties, be sufficiently independent and reflect the international orientation of the enterprise The members of the Supervisory Board shall not be subject to any conflicts of interest. Members of the Supervisory Board of the company shall not exercise directorships or similar positions or advisory tasks for important competitors of the company. It is expected of Supervisory Board members that they be well prepared for Supervisory Board meetings and relevant committees and take an active part in these. Each Supervisory Board Member is urged to arrange other planned commitments present and future in such a way that they do not limit him or her in the performance of his or her Supervisory Board mandate.

The legal requirements for membership of a Supervisory Board are specified in Article 100 German Stock Corporation Act. The number of memberships of Supervisory Boards is limited to ten. Positions as Chairman of a Supervisory Board are counted twice in this connection.

According to the Memorandum and Articles of the Association of the company the number of Supervisory Board mandates in listed companies outside the group, officiated in addition to the mandate for the company is limited to four, if the concerned person is also a member of the Board of Management of a listed company.

Simultaneous membership of the Supervisory Board and the Board of Management of an enterprise or of a company subordinate to the enterprise is prohibited by law.

Pursuant to the law and Articles of Incorporation of the company, the period of membership of the Supervisory Board is a maximum of five years. The members of the Supervisory Board can be elected for different periods of office. Reelection is possible. Candidates are elected to the Supervisory Board based on the highest number of yes votes actually submitted.

The shareholder representatives on the Supervisory Board can be removed by a resolution of the General Meeting. Every member of the Supervisory Board can, upon good cause, including gross breaches of duty, be dismissed. The election and dismissal of the employees on the Supervisory Board is determined in the Co-determination Act and in special voting guidelines.