LA CASA DEL PASO Y JACARILLA EN LA ÉPOCA DE DON LUIS TOGORES

The Supervisory Board’s work is supported by committees. These are primarily the Presiding Committee and the Audit Committee, as well as the statutory Mediation Committee and the Nomination Committee recommended by the German Corporate Governance Code. The Presiding Committee, the Audit Committee, and the Mediation Committee each comprise four members and feature equal representation of shareholders and employees. The Nomination Committee generally consists of three members who are exclusively shareholder representatives in accordance with section 5.3.3 of the German Corporate Governance Code.

The Presiding Committee and the Audit Committee usually meet four times during a calendar year. Resolutions by the Presiding Committee and the Audit Committee are adopted at meetings by a simple majority of the votes cast, or outside meetings by a simple majority of the members. If a vote is tied, the Chairman has a second vote on the same resolution if another vote is held. The Nomination and Mediation Committees hold meetings when required.

The Presiding Committee’s duties include preparing the Supervisory Board meetings. In particular, this Committee is also responsible for defining the legal relationships between the Company and the individual Executive Board members, and for succession planning for the Executive Board. Decisions on the Executive Board’s remuneration system, the total remuneration of the individual Executive Board members, and their appointment and dismissal are made by the full Supervisory Board. The Audit Committee is primarily responsible for issues relating to accounting, the internal control and risk management system, including internal audit, as well as for the necessary independence of the external auditor. It also monitors compliance with key legislation and official regulations, as well as with internal guidelines including GEA Group’s Code of Conduct (compliance). The Mediation Committee’s duties are laid down in section 27 and 31 of the Mitbestimmungsgesetz (MitbestG - German Co-determination Act). The Nomination Committee’s task is to propose suitable candidates to the Supervisory Board for election at the Annual General Meeting.

Further information on the composition of the Supervisory Board and its committees can be found on page 209 and 210 of this Annual Report. The Report of the Supervisory Board on pages 204 ff. of this Annual Report also gives further details of the activities of the Supervisory Board and its committees in 2011.

In accordance with section 317(2) sentence 3 of the HGB, the Corporate Governance Declaration issued pursuant to section 289a HGB is not included in the audit of the financial statements.

Management Report Remuneration Report

Remuneration Report

(part of the Corporate Governance Report and the

Management Report)

Executive Board remuneration

The remuneration of the Executive Board members is composed of both performance-related and non-performance-related components.

The fixed annual salary paid to Mr. Oleas in the year under review was EUR 1,250,000, and the fixed annual salary paid to Dr. Schmale was EUR 625,000. From April 1, 2012, Dr. Schmale’s fixed annual salary will increase to EUR 675,000. Mr. Graugaard’s fixed annual salary amounted to EUR 600,000 until July 31, 2011; it was increased to EUR 621,000 as of August 1, 2011, and will be adjusted upward by 3.5 percent on August 1, 2012. The non-performance-related fixed basic remuneration is paid as a monthly salary. In addition, Executive Board members receive noncash benefits that mainly comprise the value of company car use in accordance with tax regulations, accident insurance premiums, and – for Mr. Graugaard – the reimbursement of costs for the maintenance of two households and for flights home to his place of residence. Pension subsidies of up to half of the income threshold for contribution assessment under the statutory pension insurance system are granted to Dr. Schmale against evidence of costs incurred. Instead of pension benefits, Mr. Graugaard receives 12.5 percent of his fixed salary for a private pension insurance scheme limited to the term of his service contract. The other pension benefits for the Executive Board members are described below and listed in the table entitled “Individual vested rights and pension benefits of the Executive Board in 2011.” The performance-related remuneration (bonus) includes a ROCE (return on capital employed) component, a share price component, and a personal performance component. Each of the above components has a weighting of one-third in relation to the defined basic bonus. The respective target amount for each bonus component is adjusted according to the amount by which the target is exceeded or undershot. The amount of the basic bonus corresponds to the respective fixed annual remuneration described above. Mr. Oleas’ basic bonus amounted to EUR 1,250,000 during the year under review; Dr. Schmale’s basic bonus was EUR 625,000, and Mr. Graugaard’s was EUR 608,750.

The amount of the ROCE component corresponds to the ratio of earnings before interest and taxes (EBIT) to the average capital employed in the past 12 months. The payment of this bonus component depends on whether and to what extent the ROCE target set by the Supervisory Board has been met in the relevant fiscal year. If the target is reached, the Executive Board is entitled to 100 percent of the target amount. For each 0.1 of a percentage point by which the ROCE target is exceeded or undershot, the corresponding target amount is increased or decreased by 2 percent. For 2011 the ROCE target was 20.0 percent; the effects of the acquisition of the former GEA AG by the former Metallgesellschaft AG (including the increase in goodwill from the award proceedings resulting from this transaction) and the acquisition of CFS (now the GEA Convenience-Food Technologies Segment) in 2011 were not included in the calculation. The ROCE actually generated in the year under review for the purposes of the contractual bonuses amounted to 26.2 percent. This figure was calculated, subject to the abovementioned adjustments, on the basis of the ROCE recognized for GEA Group in 2011, which was not adjusted for the effects of the CFS acquisition, which amounted to 20.5 percent (see page 184

Under the share price component, the Executive Board generally receives a payment if the year- on-year performance of GEA shares in the fourth quarter of the year in question does not underperform the MDAX. If the increase in GEA’s share price corresponds to the MDAX growth rate, the amount paid out is 75 percent of the target amount attributable to this portion of the bonus. The Executive Board only receives the full amount of one-third of the basic bonus if the increase in GEA’s share price exceeds the MDAX growth by 20 percent. The amount paid out is increased or decreased accordingly in the case of growth rates 20 percent higher or lower than the MDAX performance. Subject to the applicable caps (see cap 1 and cap 2 below), the Supervisory Board may resolve a payment at its discretion if GEA shares have outperformed the MDAX when prices are falling (i.e., they have declined less sharply than the MDAX as a whole). The same applies if GEA shares rise while the MDAX declines, as was the case in fiscal year 2011. Based on the significantly better year-on-year performance of GEA shares compared with the MDAX, the Supervisory Board assumed a degree of target achievement of 123 percent for the share price component in 2011.

The personal performance component depends on the achievement of the targets set by the Supervisory Board individually for each Executive Board member at the beginning of the fiscal year. The degree of target achievement is also determined in particular on the basis of the criterion of sustainable business development. A degree of target achievement of 87.5 percent was therefore assumed for all Executive Board members for fiscal year 2011.

The overall degree of target achievement for all bonus components in the year under review amounted to 145 percent of the basic bonus for each Executive Board member.

Half of the calculated bonus is payable at the first payroll date following the Supervisory Board meeting adopting the annual financial statements (“short-term bonus”). If the targets have been overachieved, this portion of the bonus is limited to 75 percent of the annual basic bonus (cap 1). For the purpose of aligning the remuneration with sustainability and creating a long-term incentive effect, the other half of the calculated bonus is converted into phantom shares in the Company and their payment amount is determined on expiry of a holding period of three years. The share price relevant for this purpose is the mean of the daily closing prices in Xetra trading on the Frankfurt Stock Exchange on the exchange trading days of the three-month period ending one month before the Supervisory Board meeting adopting the annual financial statements of the fiscal year in which the holding period expires. The dividends distributed for each share during the holding period are added to the figure calculated in this way. The amount payable according to this method (“long-term bonus”) is limited to 300 percent of the annual basic bonus (cap 2). After it is calculated, payment of the long-term bonus becomes due at the next payroll date. If the Executive Board member’s contract is terminated, the holding period is cut from three years to one year, starting on the date of termination. The payment amount is then calculated by applying the above rules accordingly.

Thus, the combined total of short-term and long-term bonuses is in all cases limited to 375 percent of the basic bonus for the fiscal year to which the bonus relates.

The contractual pension benefit of the Chairman of the Executive Board, Jürg Oleas, is a maximum of EUR 360,000 p.a., with full entitlement to the pension arising after 18 years of service (end of April 2019). Under this agreement, Mr. Oleas’ pension is paid if his Executive Board contract ends when or after he reaches the age of 62 or if he becomes permanently unable to work. If Jürg Oleas’ Executive Board contract ends before he reaches 18 years of service, he will have a vested entitlement

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leaves after at least 15 years of service but before reaching the age of 62, he will receive a pension in the form of a transitional benefit of EUR 220,000 p.a. until he reaches the age of 62; his pension will be reduced by up to half of the transitional benefit for the year in question for any severance payment and any other income from new activities that he may have commenced after leaving the Company. The ongoing pension is adjusted annually in line with the consumer price index. The contractual pension benefit of the CFO, Dr. Helmut Schmale, is a maximum of EUR 200,000 p.a. Under this arrangement, a pension will be paid if the Executive Board contract ends when or after Dr. Schmale reaches the age of 62, or he becomes permanently unable to work. If Dr. Helmut Schmale’s Executive Board contract ends before one of the above conditions for payment of his pension is met, he will have a vested entitlement to a pro rata annual pension that becomes payable once he reaches the age of 62. The amount of the pro rata pension is calculated based on the ratio of the actual term of service to the maximum possible term of service before reaching the age of 62. The ongoing pension is adjusted annually in line with the consumer price index.

Mr. Graugaard and Dr. Schmale are entitled to make a personal contribution per fiscal year to a deferred compensation pension scheme for Executive Board members. No employer subsidy is paid.

The surviving dependents’ benefits defined in the contracts of Mr. Oleas and Dr. Schmale mainly provide for a lifelong widow’s pension and an orphan’s pension. The lifelong widow’s pension amounts to 60 percent of the retirement pension. The orphan’s pension is a specific percentage of the retirement pension and its amount depends on the number of children and whether they are full or half orphans. Entitlement to an orphan’s pension expires on reaching the age of 18, or at the latest on reaching the age of 25 if the child in question is still at school or in vocational or professional training. Widow’s and orphan’s pensions may not collectively exceed the amount of the retirement pension.

The Company has recognized pension provisions for the future entitlements of Executive Board members. The amounts added to these pension provisions for the Executive Board members who are active at the end of the year under review are listed individually in the table below on the basis of IFRSs. These amounts comprise service cost and interest cost.

The Chairman of the Executive Board has a unilateral right of termination if the Supervisory Board revokes his appointment as Chairman of the Executive Board. If Mr. Oleas exercises his unilateral right of termination and leaves the Executive Board, he is entitled to receive the corresponding fixed salary for the remaining months of his contractual term, up to a maximum of 8 months.

If the appointment of an Executive Board member is revoked for good cause with legal effect in accordance with section 84(3) of the Aktiengesetz (AktG – German Stock Corporation Act) or an Executive Board member validly resigns his office in accordance with 84(3) of the AktG, the Executive Board member’s employment contract ends on expiry of the statutory notice period under section 622(1), (2) of the Bürgerliches Gesetzbuch (BGB – German Civil Code). In addition to the bonus to which he is entitled up to the date of leaving, the Executive Board member concerned receives as compensation for leaving the Company’s service early a severance payment amounting to the total remuneration agreed for the rest of the contractual term. For the calculation of the corresponding bonus entitlement, a degree of target achievement of 85 percent is assumed. The total remuneration for the remaining term is limited to a maximum of two full years of remuneration.

The following rule applies to all Executive Board members with regard to a change of control: If an Executive Board member is removed from office or if his employment contract is terminated by mutual consent within six months of a change of control, the bonus for the respective fiscal year – to the extent legally permissible, in particular in accordance with section 87(1) of the AktG – will be at least 85 percent of the basic bonus. In this context, a change of control is deemed to have occurred as soon as the Company is notified that a shareholder has reached or exceeded 50 percent or 75 percent of the Company’s voting rights in accordance with section 21 of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act), an intercompany agreement is entered into with the Company as a dependent company in accordance with sections 291 ff. of the AktG, or absorption under section 319 of the AktG or a change of legal form of the Company in accordance with the Umwandlungsgesetz (UmwG – German Reorganization Act) is resolved with legal effect.

The total remuneration paid to active Executive Board members of GEA Group Aktiengesellschaft amounted to EUR 6,305 thousand in fiscal year 2011 (previous year: EUR 4,936 thousand) and comprises both a fixed component of EUR 2,484 thousand (previous year: EUR 2,309 thousand) and a variable bonus of EUR 3,597 thousand (previous year: EUR 2,380 thousand), of which only half (EUR 1,799 thousand) will be paid out as a short-term bonus in 2012 (previous year: EUR 1,190). The other half will be paid out as a long-term bonus following the expiration of a three-year holding period depending on the performance of GEA shares.

The following tables show an individualized breakdown of the fixed component, bonus, other remuneration, and pension benefits.

The table below presents the remuneration paid to each Executive Board member in 2011 compared with the previous year:

(EUR) remunerationFixed Bonus 1

Number of Phantom Shares awarded

as LTI 2 _{Value of LTI} 2 Noncash_{benefits subsidies}Pension _Total

Jürg Oleas 1,250,000 905,208 41,034 905,208 31,644 – 3,092,061 prior year 1,124,550 546,667 26,589 546,667 40,999 – 2,258,883 Niels Graugaard 608,750 440,836 19,984 440,836 82,787 76,094 1,649,304 prior year 570,833 312,056 15,178 312,056 105,753 71,354 1,372,052 Dr. Helmut Schmale 625,000 452,604 20,517 452,604 26,763 6,448 1,563,419 prior year 613,125 331,417 16,120 331,417 22,294 6,448 1,304,700 Total 2,483,750 1,798,649 81,534 1,798,649 141,194 82,541 6,304,783 prior year 2,308,508 1,190,139 57,887 1,190,139 169,047 77,802 4,935,635

1) Paid out after the end of the respective fiscal year.

2) LTI = Long-term incentive, bonuses that are paid out following the expiration of a three-year holding period depending on the performance of GEA shares.

Further information on phantom shares granted to date is included in note 7.3.4 to the consolidated financial statements (page 156 f. of this Annual Report).

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Individual vested rights and pension benefits of the