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ePaper created 2012-04-27, 18:43:33 | version 1.23.1
No pensions are paid to former members of the Executive or Supervi- sory Boards or to their dependents. compEnsation agrEEmEnts con- cludEd By dEutschE Euroshop ag with ExEcutivE Board mEmBErs or EmployEEs oF thE company For thE EvEnt oF a changE oF control A change-of-control arrangement has been agreed with two employ- ees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a special right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect. A change of control arises if Deutsche EuroShop AG merges with another company, if a public takeover bid has been made under the Deutsches Wertpapiererwerbs- und Übernahmegesetz (WpÜG – Ger- man Securities Acquisition and Takeover Act) and accepted by a ma- jority of shareholders, if the Company is integrated into a new group of companies or if the Company goes private and is delisted. In the event of the termination of the employment relationship, these employees will receive a one-time payment amounting to three months’ gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months’ gross salary. The Deutsche EuroShop Group does not currently have any other compensation agreements with members of the Executive Board or other employees for the event of a change of control. OVERVIEW OF ThE COuRSE OF BuSINESS macroEconomic conditions The German economy got off to a very dynamic start in 2011, playing the role of Europe’s economic engine for a considerable period. How- ever, the escalation of the sovereign debt crisis in Europe and growing uncertainty meant that Germany’s economy also began to falter from autumn onwards. Real (price-adjusted) gross domestic product (GDP) rose by 3.0% in 2011 (previous year +3.7%). Adjusted for the differing number of working days (calendar adjusted), real GDP grew by 3.1% (previous year 3.6%). Ancillary benefits include the provision of a car for business and pri- vate use and contributions to a pension scheme. No advances or loans were granted to members of the Executive Board. The Company has not entered into any commitments or con- tingent liabilities in favour of these persons. rEmunEration systEm For thE supErvisory Board The remuneration of the Supervisory Board is based on section 8 (4) of the Articles of Association of Deutsche EuroShop AG. In accordance with the Articles of Association, the remuneration amounts to € 50,000 for the chairman, € 37,500 for the deputy chairman and € 25,000 for each of the other members of the Supervisory Board. Committee mem- bership is not additionally taken into account when determining the remuneration of the Supervisory Board. Moreover, the remuneration does not contain any performance-based elements. The remuneration is determined on the basis of the business model and size of the Company and the responsibility associated with the role. The Company’s business and financial position is also taken into consideration. If a member of the Supervisory Board should leave the Supervisory Board during the financial year, the member shall receive their remuneration pro rata. Cash expenses are also reimbursed in accordance with section 8 (5) of the Articles of Association. rEmunEration oF thE supErvisory Board in 2011 The remuneration of the members of the Supervisory Board totalled € 223,000 in the period under review, which breaks down as follows: € thousand Total 2011 total 2010 Manfred Zaß 59.50 59.50 Dr Michael Gellen 44.62 44.62 Thomas Armbrust 29.75 29.75 Alexander Otto 29.75 29.75 Dr Jörn Kreke 29.75 29.75 Dr Bernd Thiemann 29.75 29.75 Including 19% value added tax 223.12 223.12 No advances or loans were granted to the members of the Supervisory Board. miscEllanEous There are no agreements with members of the Executive Board provid- ing for a severance payment on expiry of their current employment contract. DES Annual Report 2011 7