Process for Determining Compensation

In general, the NCC evaluates and prepares the compensation guidelines and the applicable performance criteria with regard to compensation and submits corresponding proposals to the Board of Directors. Furthermore, the Board of Directors is regularly informed by the NCC on its activities. The NCC assesses the effectiveness, attractiveness and competitiveness of compensation plans at least every two years.

In accordance with these compensation guidelines, the NCC recommends remuneration for the Board of Directors for the period prior to the Annual General Meeting in the following year and for the Group Management Board for the following business year, in line with the maximum aggregate compensation and subject to approval by the General Meeting. Article 22 of the Articles of Incorporation provides additional amounts for compensating members of the Group Management Board who are appointed after the maximum aggregate compensation is approved by the General Meeting.

Discussions and decisions by the Board of Directors or the NCC regarding the compensation of Group Management Board members are resolved in the presence of the CEO and the HR Director, who do not have voting rights.