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Executive Board Remuneration


Remuneration Structure

Members of the Executive Board are remunerated in line with Sec. 87 AktG, pursuant to which the Supervisory Board sets the remuneration. Remuneration is comprised of fixed and variable components as well as fringe benefits. The appropriateness of the remuneration depends on the tasks and personal contribution of the individual Executive Board member as well as the economic situation and market environment of the Company as a whole.

The fixed remuneration of Executive Board members is paid out as a salary in equal monthly amounts. The variable component of total remuneration in 2007 is comprised of an annual bonus based on the achievement of Company targets. To determine the remuneration payment, adjusted EBITDA for the Group and its divisions was used as a key performance indicator. Working capital, certain cost items, and qualitative assessment criteria were also taken into consideration in the case of the CFO. The targets upon which the variable portion of total remuneration is based were agreed upon in target agreements with the individual members of the Executive Board at the start of calendar year 2006 based on the agreed company targets. The annual bonus will be paid out in the following year (2008) on the basis of the approved financial statements for 2007.

There is a long-term incentive plan for the Executive Board and senior managers starting in 2008. This is to be structured as a performance cash plan with performance-based components linked to the share price and the value of the Company. The corresponding plan was presented to the Supervisory Board and its bodies for discussion. An approval is planned in early 2008.


Pensions

All members of the Executive Board have the right to accumulate deferred compensation benefits by converting their salaries. A pension commitment exists solely for Dr. Heinz-Jürgen Bertram, due to his prior employment contract. This pension commitment was also offered to all other employees of the former Haarmann & Reimer GmbH. Dr. Bertram waived the contractual rights from this employment contract in 2007.

In 2007, Rainer Grimm accumulated a deferred compensation benefit by converting his salary.