DES GB2015 Englisch

Remuneration report The remuneration rules of Deutsche EuroShop AG were last reviewed by the Supervisory Board in financial year 2010 and amended to comply with the statutory requirements, most notably those of the GesetzzurAngemessenheitderVorstandsvergütung(VorstAG–German Act on the Appropriateness of Executive Board Remuneration) and the Corporate Governance Code. REMUNERATION SYSTEM FOR THE EXECUTIVE BOARD Remuneration for the Executive Board is set by the Supervisory Board. The remuneration system provides for a non-performance-related ba- sic annual remuneration component based on the individual Executive Board member’s duties, a performance-related remuneration compo- nent, and non-cash benefits in the form of a company car and contri- butions to a pension scheme. The bonus – as a one-year variable remuneration component – is de- pendent on the long-term performance of the Company. It is based on the weighted average over the financial year and the two previous fi- nancial years. Group EBT (excluding measurement gains/losses) for the financial year is taken into account at a weighting of 60% in the basis of calculation, that of the previous financial year at 30% and that of the financial year before that at 10%. Mr Böge receives 0.5% of the calcu- lation basis as a bonus, Mr Wellner 0.25% and Mr Borkers 0.2%. The bonus is limited to 150% of the basic annual remuneration. The non-performance-related basic annual remuneration is €300 thou- sand for Mr Böge, €252 thousand for Mr Wellner and €168 thousand for Mr Borkers. For financial year 2015, the pro-rated basic remuner- ation for Mr Böge for the period to 30 June 2015 was €150 thousand, while Mr Wellner received a pro-rated €231 thousand for the period from 1 February 2015. In addition, Mr Böge is expected to receive a pro-rated bonus of €225 thousand (the maximum) and Mr Wellner a pro-rated bonus of €289 thousand for 2015. The expected bonus for Mr Borkers is €252 thousand. The final amount of the bonuses will only be available after approval of the consolidated financial statements by the Supervisory Board, upon which they will be payable. Should the results of operations and net assets of the Company deteri- orate during the term of the respective employment contracts to such an extent that further payment of this remuneration becomes unrea- sonable, the rules of section 87 (2) of the AktG will apply. The Super- visory Board shall decide at its own discretion on the extent to which such remuneration shall be reduced. In the event that the employment contract is terminated prematurely by the Company without any good cause, the members of the Execu- tive Board shall be entitled to a settlement in the amount of the annual remuneration outstanding up to the end of the agreed contractual term, but limited to an amount equivalent to a maximum of two annual remunerations (basic annual remuneration plus bonus). For the meas- urement of the annual remuneration amount, the average annual remuneration for the previous financial year and the probable annual remuneration for the current financial year is applicable. A long-term incentive (LTI 2010) remuneration component was agreed for the first time in 2010. The amount of the LTI 2010 was based on the change in market capitalisation of Deutsche EuroShop AG bet- ween 1 July 2010 and 30 June 2015. Market capitalisation is cal- culated by multiplying the share price by the number of Compa- ny shares issued. Mr Böge will receive 0.2% of any positive change in value up to €500 million, and Mr Borkers 0.025%. For any change over and above this amount, Mr Böge will receive 0.1% and Mr Bork- ers 0.0125%. Between 1 July 2010 and 30 June 2015, according to data provided by Deutsche Börse, the Company’s market capitalisa- tion rose from €983.5 million to €2,195.0 million (31 December 2014: €1,952.6 million). The positive change in market capitalisation was therefore €1,211.5 million. Mr Böge therefore has a total entitlement of €1,712 thousand and Mr Borkers €238 thousand. An expense of €600 thousand (2014: €481 thousand) was recognised for this purpose during the financial year. The LTI 2010 will be paid out to Mr Borkers in December 2015. Mr Böge will receive his payment in five equal annual instalments, the first being paid on 1 January 2016. Following expiry of the LTI 2010, a new long-term incentive (LTI 2015) remuneration component was agreed in 2015. The amount of the LTI 2015 is based on the change in market capitalisation of Deutsche EuroShop AG over the period from 1 January 2015 (for Mr Wellner) and 1 July 2015 (for Mr Borkers) to 30 June 2018. Market capitalisation is calculated by multiplying the share price by the number of Company shares issued. According to data provided by Deutsche Börse, the Com- pany’s market capitalisation was €2,195 million as at 1 July 2015 and €1,932.3 million as at 1 January 2015. Mr Wellner will receive 0.10% of any positive change in market capi- talisation over the above period of up to €500 million, and Mr Borkers 0.05%. For any change over and above this amount, Mr Wellner will re- ceive 0.05% and Mr Borkers 0.025%. Payment under the LTI 2015 will be made in three equal annual instalments, the first being payable on 1 January 2019. In the event that the employment contract is termi- nated prematurely by the Company, any entitlements arising from the LTI 2015 until that date will be paid out prematurely. Between 1 January 2015 and 31 December 2015, the market capitali- sation of the Company rose to €2,147 million. This marked an increase of €214.6 million versus 1 January 2015. The present value of the re- sulting potential entitlement under the LTI 2015 was €202 thousand at year-end. A provision of €58 thousand for this purpose was recognised during the financial year. MANAGEMENT REPORT 133

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