In consideration of Sec. 107 para. 3 sentence 4 German Stock Corporation Act [AktG], the Presidential Committee in lieu of the Supervisory Board resolves upon the following matters:

• Resolution-taking on elements qualifying non-compensation-relevant of the employment contracts of members of the Management Board;
• Approval of other activities of a member of the Management Board within the meaning of Sec. 88 AktG as well as approval of the assumption of secondary occupations, especially Supervisory Board mandates in companies outside the Group companies;
• Succession planning for the Management Board;
• Legal transactions with members of the Management Board pursuant to Sec. 112 German Stock Corporation Act [AktG];
• Granting of loans to the group of people listed in Sec. 89 and Sec. 115 German Stock Corporation Act [AktG] (especially Management Board and Supervisory Board members); insofar as the granting of a loan to a member of the Management Board is to be deemed to be part of the compensation, the Presidential Committee will become active only preparatorily;
• Approval of contracts with members of the Supervisory Board pursuant to Sec. 114 German Stock Corporation Act [AktG];
• Legal transactions which require the approval of the Supervisory Board according to Sec. 6 para. 1 lit. e of the Bylaws of the Management Board of the company;
• Resolution-taking in such cases in which, in order to prevent the Company from considerable disadvantages, a suspension until the next meeting of the Supervisory Board deems unacceptable and also with a voting of the Supervisory Board within the required time frame cannot be brought about; the resolution must be reported in the next meeting of the Supervisory Board;
• Resolution-taking on other matters that the Supervisory Board transferred the Presidential Committee by resolution.

The Presidential Committee acts in a preparatory capacity for the Supervisory Board and submits recommendations for resolutions concerning:

• Appointment and dismissal of Management Board members; in its considerations the committee takes into account that the term of office of a member of the Management Board of the Company as a rule should not extend beyond the age of 65;
• Determination of the remuneration system for the members of the Management Board as well as the fixation and if necessary the reduction of the individual remuneration of the members of the Management Board pursuant to Sec. 87 para. 1 and para. 2 AktG;
• Supervision of the application of the German Corporate Governance Code as well as preparation of the yearly compliance statement.

Members
Thomas Dannenfeldt (Chairman)
Jürgen Schulz
Katrin Adt
Sylvia Woelke

In lieu of the Supervisory Board, the Audit Committee performs the following tasks in particular:

• Approval of the launch of capital market programs, taking out bonds, agreeing credit lines and other loans with an amount of between EUR 50 million and EUR 200 million in the individual case.
• Dealing with accounting issues and monitoring the accounting process; In this respect, the Committee receives regular reports from the Management Board on the effects of the changes in accounting and accounting standards that are relevant for the Group or the Company, in particular IFRS; it can make recommendations or suggestions to ensure the integrity of the accounting process;
• Discussing the quarterly financial reports and the half-yearly financial report as well as discussion of partial results of the audit;
• Supervising the final year-end audit and determining the key audit matters;
• Supervising and safeguarding the independence of the auditor during the execution of the audit as well as dealing with the additional services provided by the auditor; the provision of non-prohibited non-audit services by the auditor and his network to the company or a company of the group requires the prior approval of the audit committee; the examination board can draw up guidelines for the provision of such services;
• Conduction of tender and selection procedures for auditor mandates in accordance with the statutory provisions for external rotation of the auditor, in particular Article 16 et seq. Of the EU Auditing Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements for the statutory audit of public-interest entities and repealing Commission Decision 2005/909 / EC);
• Issuing the audit assignment for external support of the Supervisory Board in reviewing the content of the non-financial reporting as well as carrying out the tender and selection procedures for such an assignment;
• Engaging in questions of group tax planning;
• Engaging with the report by the Management Board on donations.

In addition, the Audit Committee shall perform preparatory work for the Supervisory Board and issue resolutions proposals. The preparatory work of the Audit Committee comprises the following tasks:

• Questions of risk management and supervising the efficacy of the risk management system;
• Supervising the efficacy of the internal audit system, internal control systems as well as so-called "anti-fraud"-measures;
• Questions of Compliance and supervising the Compliance Management System within the Group;
• Examining the annual and the consolidated financial statements including the respective management reports on the basis of the results of the audit and the supplementary explanations by the auditor and the evaluation of the audit reports as well as the examination of the proposal of the Management Board with regard to the appropriation of the balance sheet profit and
• as the case may be, examining the dependency report;
• Proposal of the Supervisory Board to the Annual General Meeting as regards the election of the auditor as well as the placement of the audit assignment with the auditor and concluding the audit fee agreement; with respect to the recommendation of the Audit Committee as regards the election of the auditor the provisions of art. 16 para. 2 of the EU regulation on auditors must be observed;
• Examination of the non-financial declaration or the separate non-financial report and the non-financial group declaration or the separate non-financial group report, if these have been prepared;
• Annual budget, medium-term plan and financing plan for the Group.

Members
Karin Dohm (Chairwoman)
Sylvia Woelke (Deputy Chairwoman)
Dr Florian Funck
Ludwig Glosser
Corinna Groß
Claudia Plath

The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to propose to the Annual General Meeting for election as shareholder representatives.

Members
Sabine Eckhardt (Chairwoman)
Thomas Dannenfeldt
Christoph Vilanek

By law, the Mediation Committee is responsible for submitting proposals concerning appointments or revocations of appointments of members of the Management Board in the instances outlined in Sec. 31 para. 3 sentence 1 German Co-determination Act [MitbestG], respectively in Sec. 31 para. 5 MitbestG in conjunction with Sec. 31 para. 3 sentence 1 MitbestG.

Members
Thomas Dannenfeldt (Chairman)
Jürgen Schulz
Stefan Infanger
Claudia Plath