DES GB2015 Englisch

SUPERVISORY BOARD The Supervisory Board supervises and ad- vises the Executive Board in its management activities in accordance with the provisions of German company law and its rules of pro- cedure. It appoints members of the Executive Board, and significant business transacted by the Executive Board is subject to its approval. The Supervisory Board is composed of nine members, who are elected by the Annual General Meeting. The Supervisory Board has established the notification and reporting duties to be met by the Executive Board. Alongside a Super- visory Board Executive Committee (which functions also as a nomination committee) re- duced from four to three members on 18 June 2015, an Audit Committee and a Capital Market Committee were established (each also consisting of three members). The members of the Supervisory Board are/ were: Manfred Zaß, Chairman (until 18 June 2015) Reiner Strecker, Chairman (since 18 June 2015; previously its Deputy Chairman) Karin Dohm, Deputy Chairwoman (since 18 June 2015; previously a member) Thomas Armbrust Beate Bell Manuela Better Dr. Henning Kreke Alexander Otto Klaus Striebich Roland Werner (since 18 June 2015) Mr Strecker, Ms Dohm and Mr Armbrust were members of the Supervisory Board Executive Committee throughout the year. Mr Zaß stepped down from the Committee after the Annual General Meeting. The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent business matters and passes relevant resolutions. Moreover, it is responsible for human resourc- es issues concerning the Executive Board and for reviewing the Com- pany’s corporate governance principles. The Executive Committee of the Supervisory Board also fulfils the role of a nomination committee. The Audit Committee consists of Ms Dohm as Financial Expert and Chairwoman as well as Mr Zaß (until 18 June 2015) Mr Armbrust, and Mr Strecker (since 18 June 2015). It is responsible for issues re- lating to financial reporting, auditing and the preparation of the annual and consolidated financial statements. Former members of the Compa- ny’s Executive Board and the Chairman of the Supervisory Board gen- erally do not chair the Audit Committee, to avoid conflicts of interest. The Capital Market Committee consisted of Mr Zaß (until 18 June 2015), Mr Armbrust, Mr Strecker and Dr Kreke (since 18 June 2015). During the past year, it was chaired by Mr Zaß (until 18 June 2015) and Mr Armbrust (since 18 June 2015). The position of Deputy Chairman was held by Mr Armbrust (until 18 June 2015) and Mr Strecker (since 18 June 2015). The Supervisory Board’s powers relating to the utili- sation of approved capital and conditional capital were transferred to the Committee for decision-making and processing. SHAREHOLDINGS Executive Board As at 31 December 2015, the Executive Board held no shares, and hence less than 1% of Deutsche EuroShop AG’s share capital. Supervisory Board As at 31 December 2015, the Supervisory Board held a total of 9,402,625 shares, and hence more than 1% of Deutsche EuroShop’s share capital. In addition to the general statutory provisions requiring pub- lic disclosure, the rules of procedure of the Executive Board and of the Supervisory Board govern the reporting duties of Executive and Supervisory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights directly dependent on the Company’s share price. INVESTOR RELATIONS 109

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