D ESPACIOS DE PODER DE LO REAL A LO SIMBÓLICO.

The net periodic cost of supplementary healthcare benefi ts in Germany is broken down as follows:

Service cost and amortized actuarial gains and losses on continuing operations are reported as personnel expenses under functional costs; the interest cost of pension obligations is shown under interest expense and similar charges.

Actuarial parameters

The weighted actuarial assumptions used to calculate the net periodic cost of supplemen- tary healthcare benefi ts in Germany were as follows:

Benefi ts to be paid in the future

Estimates of additional benefi ts to be paid in the future both in and outside Germany are as follows:

12/31/2008 12/31/2007

(K EUR) German Foreign German Foreign

Service cost: present value of entitlements acquired during the year 31 2 48 3

minus service cost included in net income/loss from discontinued operations -6 - -14 -

Interest cost 807 14 799 18

minus interest cost included in net income/loss on discontinued operations -21 - -48 -

Amortization of actuarial gain (-) / loss (+) -224 -4 24 -6

minus amortization cost included in net income/loss on discontinued operations - - -6 -

Net periodic cost 587 12 803 15

12/31/2008 12/31/2007

(Percent) German Foreign German Foreign

Discount rate 5.60 5.00 4.60 5.25

Healthcare infl ation rate 4.00 11.00 4.00 12.00

(K EUR) 2009 2010 2011 2012 2013

2014 - 2018

German pension plans 1,248 1,260 1,258 1,257 1,256 6,098

The following schedule presents the eff ect of a one percentage point change in the rate of increase of healthcare and life insurance benefi ts, both in Germany and abroad, on the sum total of service cost plus interest cost, and on the present value of the defi ned benefi t obligation at December 31, 2008:

7.3.3 Defi ned contribution pension plans

Individual companies of the GEA Group’s continuing operations – especially in the USA and Scandinavia – off er various contribution-oriented benefi ts in the form of defi ned contribution pension plans. The pension obligation of these plans lies not with the GEA Group but with the respective pension provider. Total contributions of K EUR 11,545 (pre- vious year: K EUR 10,289) were paid in 2008. These contributions are recognized under personnel expenses at the time when the relevant work is performed.

A multi-employer plan for several employers in the Netherlands was recognized as a defi ned contribution pension plan, since the manager of this plan does not provide suffi cient information to the participating companies regarding the level of the obligation and of the plan assets to recognize it as a defi ned performance-related benefi t pension plan. Contribu- tions of K EUR 202 (previous year: K EUR 188) were made to the joint pension plan in 2008. Neither overfunding nor underfunding of the plan has any eff ect on the level of future contribution payments.

1% increase 1% decrease

(K EUR) German Foreign German Foreign

Impact on the sum total of service costs and interest cost 88 1 -74 -1

Effect on the present value of the defi ned benefi t obligation 1,428 8 -1,245 -5

Notes to the Consolidated Financial Statements

7.3.4 Performance Share Plan

On July 1, 2006, and on July 1, 2007, GEA Group Aktiengesellschaft launched a new long- term remuneration program entitled GEA Performance Share Plan for executives of the fi rst and second management levels. Executives of the third management level were entitled to participate when the program was reissued on August 1, 2008. The aim of this program is to link remuneration to the company’s long-term performance and to align executives’ interests with those of shareholders.

Participants in the plan are allotted a defi ned number of “Performance Shares” at the beginning of the performance period. The number of allotted “Performance Shares” is determined by the participants’ management level. The performance shares must then be held for three years (performance period). To be eligible to participate in the plan, execu- tives must fi rst invest 20 percent of the amount of the allotted “Performance Shares” in shares of GEA Group Aktiengesellschaft.

The performance of GEA Group Aktiengesellschaft shares relative to all other companies in the MDAX index over the three-year performance period is measured in terms of their total shareholder return (TSR). The TSR provides investors with a useful indicator for comparing the performance and appeal of various companies. It measures the total percent- age return that an investor earns from a share over a given period. The calculation of the TSR considers the performance of the share as well as dividends and any adjustments, such as stock splits. Because it compares performance in relative terms, it eliminates returns that derive from general market volatility, and enables the eff ects of various profi t- retention strategies to be compared. The relative performance of GEA Group Aktiengesell- schaft shares determines the number of “Performance Shares” ultimately paid out (between 0 percent and 300 percent).

The “Performance Shares” are paid out once the three-year performance period has elapsed. The performance of GEA Group Aktiengesellschaft shares relative to the MDAX determines how many “Performance Shares” are paid out: If the performance of the GEA Group Aktiengesellschaft share equals the median in the TSR comparison, 50 percent of the allotted “Performance Shares” are paid out; if it reaches the third quartile, 100 percent of the allotted “Performance Shares” are allotted. If GEA Group Aktiengesellschaft is the best performer compared to all other MDAX companies, 300 percent of the “Performance Shares” are allocated. Other performance fi gures are interpolated between these values. The total amount paid out to participants corresponds to their allocated number of “Per- formance Shares” multiplied by the closing share price at the end of the three-year perfor- mance period. Once the three-year performance period has elapsed, participants may do as they wish with their GEA Group Aktiengesellschaft shares.

The number of “Performance Shares” changed as follows in 2008:

The total expense for fi scal 2008 amounts to K EUR 97 (previous year: K EUR 1,531) taking into account the fair value as of December 31, 2008, of EUR 13.50 (previous year: EUR 24.26) for the fi rst tranche, EUR 10.68 (previous year: EUR 21.38) for the second tranche and EUR 7.49 for the third tranche. The fair value of the “Performance Shares” was calcu- lated using a multidimensional Monte Carlo simulation. The obligation arising from the plan amounts to K EUR 1,774 as of December 31, 2008 (previous year: K EUR 1,677).

7.3.5 Sundry obligations to employees

Sundry obligations to employees mainly contain contributions to employer liability insur- ance assosiations, early retirement provisions, and provisions for framework compensation agreements.

The provisions explained in section 7.3.4 are also recognized under sundry obligations to employees.

Number of shares 12/31/2007 Additions Expired

Paid out proportionally 12/31/2008 2006 tranche 114,580 - 8,500 - 106,080 2007 tranche 80,510 - 9,080 - 71,430 2008 tranche - 192,660 1,170 - 191,490 Total 195,090 192,660 18,750 - 369,000

Notes to the Consolidated Financial Statements

7.4 Financial liabilities

The table below provides a breakdown of fi nancial liabilities as of December 31, 2008:

In August 2008, GEA Group Aktiengesellschaft placed a borrower’s note loan with a nominal amount of K EUR 200,000. The borrower’s note loan pays interest at 110 basis points over the relevant three-month Euribor. The eff ective rate of interest for the bor- rower’s note loan amounted to 5.323 percent as of December 31, 2008. The unhedged borrower’s note loan falls due at the end of its term. The term is three years. The diff erence between the carrying amount and the nominal value of K EUR 451 arises from the trans- action costs which were distributed over the term of the note using the eff ective interest rate method.

Security totaling K EUR 4,859 (previous year: K EUR 1,224) has been provided liabilities to banks.

(K EUR) 12/31/2008 12/31/2007

Borrower's note loan 199,549 -

of which maturing in 5 years or later - -

Liabilities to banks 21,280 8,267

of which maturing in 5 years or later 3,217 485

Liabilities under fi nance leases 13,399 9,542

of which maturing in 5 years or later 10,047 6,300

Liabilities from derivatives 20,850 3,065

of which maturing in 5 years or later 1,977 2,699

Non-current fi nancial liabilities 255,078 20,874

Liabilities to banks 279,463 210,128

Liabilities under fi nance leases 1,048 1,454

Liabilities from derivatives 24,899 6,402

Liabilities to equity investments - 914

Current fi nancial liabilities 305,410 218,898