3Agreements related to the compensation for members of the Board of Directors and the Executive Committee

According to art. 24 para. 1 of the Articles of Association and in line with the OaEC, any mandate agreements with members of the Board of Directors have a fixed term until the conclusion of the next general meeting. Early termination or removals remain reserved. According to art. 24 para. 2 of the Articles of Association, the employment agreements of the members of the Executive Committee are in principle concluded for an indefinite period. If the Board of Directors considers a fixed term appropriate, such fixed term will not exceed one year. Employment agreements for an indefinite term may have a termination notice period of maximum 12 months. Art. 24 para. 3 of the Articles of Association provides that the non-competition obligations for the time following termination of an employment contract with members of the Executive Committee and the associated compensation are permitted to the extent that this is justified from a business perspective. According art. 24 para. 3 of the Articles of Association, the compensation for such a non-competition undertaking shall not exceed the last paid fixed annual compensation of such member.

Currently, all members of the Executive Committee are employed under contracts of unlimited duration with notice periods not exceeding a maximum of 12 months. Executive Committee members are not contractually entitled to termination payments or any change of control provisions (other than the special vesting provisions of any applicable LTIP awards, see section 5.1.4 “Long-term incentive program” of this Remuneration Report). In addition, the Executive Committee agreements contain non-competition clauses, and, in accordance with art. 24 para. 3 of the Articles of Association, any compensation for such a non-competition undertaking does not exceed the last paid fixed annual compensation of such Executive Committee member.7

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