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Operating procedures for management and supervisory boards

OPERATING PROCEDURES FOR THE MANAGEMENT AND SUPERVISORY BOARDS; COMPOSITION AND OPERATING PROCEDURES FOR THEIR COMMITTEES

The management and supervisory boards work together closely and in an atmosphere of trust in the interests of the company. The chairman of the supervisory board coordinates the board's work and chairs its meetings. The supervisory board has also appointed committees. The management board generally attends supervisory board meetings, submits written and verbal reports on individual agenda items and proposals for resolution, and answers any questions posed by supervisory board members. The supervi­sory board also meets regularly in the absence of the management board.

Pursuant to Article 7 of the company's statutes, the supervisory board appoints the members of the man­agement board and determines the rules of procedure and delegation of responsibilities for the manage­ment board. The chairman of the supervisory board decides whether management board members should attend supervisory board meetings. The supervisory board has also determined rules of procedure for itself and for its committees. In its report to the annual general meeting each year, the supervisory board discusses its activities and those of its committees. We provide information on the members and the chair­man of the supervisory board committees under Management and Supervisory Boards. There are no committees at management board level.

The supervisory board has defined specific objectives governing its composition and has drawn up a corresponding skills set for the board as a whole. The skills set also contains the diversity objectives. It forms the basis for all election proposals submitted to the annual general meeting. The objectives and skills set can be found under Management & Supervisory Boards. It also reports on the status of implementation of the objectives set.

When proposing candidates for election to the supervisory board, the supervisory board generally con­siders an age limit of 70 years at the time of election. In the case of nominations for re-election of a supervisory board member, an age limit of 75 years at the time of re-election applies as a general rule.

The shareholder representatives on the supervisory board have determined what they consider to be an appropriate number of independent shareholder representatives on the supervisory board, taking into account the company's ownership structure. The supervisory board in its current composition corresponds to this determination. The number and names of the independent shareholder representatives can be found under Supervisory Board.

In its assessment of independence, the supervisory board has examined in detail the indicators listed in the current version of the German Corporate Governance Code (»Code 2020«). None of the indicators listed in the Code raise any objections to the supervisory board's assessment of independence. No other reasons are apparent that contradict this assessment.

One point requiring further explanation is the classification of supervisory board chairman Josef Blazicek as »independent« of the company and its management board. Josef Blazicek is considered to be independent despite his current membership of the company's supervisory board of currently just over 12 years (as of Nov 2021). In his role as chairman of the supervisory board, he has always fulfilled his duties on the supervisory board in a dutiful and proper manner and with particular care. The other shareholder representatives on the supervisory board are therefore convinced of his impartiality. The fact that he has been a member of the supervisory board for many years does not cast doubt on this. There are no other reasons that could stand in the way of his independence. In particular, there is no material business relationship between Josef Blazicek and the company or any of its dependent companies.

The supervisory board regularly assesses the effectiveness of the performance of its duties as a whole and its committees. Self-assessment is based on a specific catalogue of criteria that the supervisory board has drawn up for self-assessment.

The supervisory board has set the age limit for the initial appointment or reappointment of members of the management board at a maximum of 67 years.

The supervisory and management boards consult with each other on the timing and appropriate measures to ensure that the management board positions are properly filled in the long term. Particular attention is paid to outstanding professional qualifications, experience in the industry, many years of management experience and personal suitability. The diversity targets set for this purpose are taken into account.

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