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The total management remuneration in the 2014 financial accounts was €2,850,979.84 (excluding long-term incentive plans), consisting of €1,400,979.84 for fixed remuneration and €1,450,000 for annual bonuses for the year 2013.

Management Remuneration 2014 thomas Zinnöcker Chief executive officer (Ceo) nicolai Kuss Chief operating officer (Coo) gerald Klinck Chief financial

officer (Cfo) total Entry date: April 16, 2013 Entry date: March 20, 2009 Entry date: September 1, 2012 Basic remuneration 750,000.00 300,000.00 300,000.00 1,350,000.00 Fixed benefits in kind 19,775.52 13,204.32 18,000.00 50,979.84

Subtotal fixed remuneration 769,775.52 313,204.32 318,000.00 1,400,979.84

Annual bonus 400,000.00 550,000.00 500,000.00 1,450,000.00

Subtotal fixed remuneration + annual bonus 1,169,775.52 863,204.32 818,000.00 2,850,979.84

ConSolIdAtEd FInAnCIAl StAtEMEntS notES othER 79

In addition to the fixed remuneration and the annual bonuses, GAGFAH established a long-term incentive plan to further align the interests of shareholders with the goals of the senior management and all other employees in leadership positions. Senior management benefits from the LTIP will be settled with real shares, while benefits for all other employees will be set- tled via phantom stocks. Please see the section “Responsibility for Our Employees” for further details relating to the LTIP for employees in leadership positions.

Fixed Remuneration, annual bonuses and LTIP for 2015 and following years

Thomas Zinnöcker Chief Executive Officer (CEO) Nicolai Kuss Chief Operating Officer (COO) Gerald Klinck Chief Financial

Officer (CFO) Total Entry date: April 16, 2013 Entry date: March 20, 2009 Entry date: September 1, 2012 Basic remuneration 750,000.00 300,000.00 300,000.00 1,350,000.00 Fixed benefits in kind 19,775.52 13,204.32 18,000.00 50,979.84

Subtotal fixed remuneration 769,775.52 313,204.32 318,000.00 1,400,979.84

Annual bonus 375,000.00 300,000.00 300,000.00 975,000.00

Subtotal fixed remuneration + annual bonus 1,144,775.52 613,204.32 618,000.00 2,375,979.84 Average annual number of shares under LTIP (gross amount) 300,000.00 50,000.00 50,000.00 400,000.00

The remuneration of the members of the senior management under the current service agreements basically consists of three elements. The members of the senior management receive a fixed salary, amounting to €750,000 for Thomas Zinnöcker, €300,000 for Gerald Klinck and €300,000 for Nicolai Kuss. In addition, the service agreements provide for a short-term incentive in the form of an annual variable cash bonus. Further, the members of the senior management are also entitled to a share based remuneration including certain stock awards of the Company. In addition, the members of the senior management are entitled to certain benefits, including company car and cov- erage by a D&O and an accident insurance.

80 _{WhERE LIFE hAPPEnS ShAREhoLdER InFoRMATIon dIREcToRS’ REPoRT} GaGfah S. a. conSoLIdATEd AnnuAL REPoRT 2014

52 Who we are 52 What we own

56 Internal Financial control System 59 Economic Environment 64 Analysis of Results of operations, net Worth and Financial Position

Variable annual cash bonus

The annual variable cash bonus for Thomas Zinnöcker depends on the achievement of certain targets set by the Board of Directors as well as on the level of the Board of Directors’ satisfaction with his performance and is capped at a maximum of 50% of his annual fixed salary. Under the service agreements for Gerald Klinck and Nicolai Kuss a discretionary annual varia- ble bonus may be granted in case of extraordinary performance or success of the company, whereas it has been indicated to Gerald Klinck and Nicolai Kuss that such bonus will amount up to €300,000 per annum.

share-based remuneration

In 2013, two long-term incentive plans containing stock awards with exercise prices of €0.0 each were established to which the members of the Senior Management are entitled. The first of these plans provides for the following conditions: The stock awards entitle the beneficiary to GAGFAH S. A. shares without payment. Each 20 % of the stock awards vest on April 1 of the years 2014 to 2018. Vesting condition is the beneficiary’s continued service or employment with GAGFAH Group on the respective vesting dates. Some of the grants are subject to an immediate retransfer obligation to GAGFAH S. A. in case of a claw-back event (e. g., resignation from office or termination by GAGFAH Group). The fair value of these stock awards is estimated to about €17.9 million. The second plan is based on the following conditions: The stock awards enti- tle the beneficiary to GAGFAH S. A. shares without payment. The stock awards vest to 20 % on April 1, 2015, 30 % on April 1, 2016 and 50 % on April 1, 2017. Vesting condition is the ben- eficiary’s continued service or employment with GAGFAH Group on the respective vesting dates and the reaching of a certain stock yield. The fair value of these stock awards is esti- mated to about €3.0 million.

Thomas Zinnöcker is entitled to grants of shares in the Com- pany with a nominal value of €1.25 each and subject to an agreed schedule. Initials grants of 200,000 and 300,000 shares were made in April 2014; further tranches of 300,000 shares

each shall be delivered to Thomas Zinnöcker on each April 1, 2014, 2015, 2016, 2017 and 2018. The tranches 3 to 6 are in principle subject to a holding period of twelve months fol- lowing the respective grant date and subject to certain claw- back provisions. According to these provisions the net settled shares from these tranches are to be retransferred by Thomas Zinnöcker in case of his resignation or announcement of resig- nation as managing director or Chief Executive Officer (CEO) of GAGFAH GmbH (unless in case this is due to a breach of duties by the company), provided the holding period for the respective shares has not already expired, or in the event of the termination of his service agreement for cause (as defined by section 626 of the German Civil Code (Bürgerliches Gesetz- buch)) by the Company. According to the service agreement all entitlements to outstanding stock grants shall lapse in case of a significant breach of duties by the managing director.

Gerald Klinck is entitled to share grants with a nominal value of €1.25 each in three tranches as follows: An initial tranche of 30,000 shares in the Company shall be granted on April 1, 2015, and further tranches of 45,000 shares respectively 75,000 shares shall be granted on April 1, 2016 respectively April 1, 2017, in each case provided that certain conditions are met, including the achievement of a Total Shareholder Return (TSR)-target or another economic figure set by the Board of Directors of the Company and the approval of the annual financial statement of the Company as well as that the service agreement was not terminated. All tranches are subject to a minimum holding period until June 30, 2017. According to the service agreement, in case of a revocation from office for important reason (aus wichtigem Grund) or in the event of a termination of the service agreement for cause, entitlements for future tranches shall lapse and, in the latter case, already granted shares shall be retransferred by Gerald Klinck without compensation.

Nicolai Kuss is entitled to share grants under the same condi- tions as set out above for Gerald Klinck.

consolidated Financial statements notes other 81

Payments in the event of a termination of the service agreements or the revocation from office

The service agreements of the members of the senior manage- ment further provide for payments upon termination of the service agreements in certain circumstances.

In case Thomas Zinnöcker terminates his service agreement in the event of (i) a change of control (as defined in the service agreement) or (ii) following his premature revocation from office (Abberufung), he is entitled to a compensation payment equivalent to one annual fixed salary plus the amount of the variable bonus granted for the previous fiscal year as well as – under certain conditions – additional shares in the Company which would have been granted in the next twelve months fol- lowing the early termination event. In case Gerald Klinck or Nicolai Kuss terminates their service agreement in the event of (i) a change of control (as defined in the respective ser- vice agreement) they are entitled to a compensation payment equivalent to two annual fixed salaries plus twice the amount of the variable bonus granted for the previous financial year or (ii) following a premature revocation from office (Abberu- fung), they are entitled to a compensation payment equiva- lent to one annual fixed salary plus the amount of the variable bonus granted for the previous financial year, in both events capped at the amount of the fixed salary plus maximum annual bonus that would have been payable until the end of the regu- lar contractual term. Further, in the event of a termination of the service agreement by Gerald Klinck or Nicolai Kuss follow- ing a change of control they are entitled to additional shares in the Company which would have been granted in the next 24 months following the early termination event.

In case of a revocation from office without a subsequent termi- nation of the service agreement by the relevant member of the senior management, payments to Thomas Zinnöcker, Gerald Klinck and Nicolai Kuss following the revocation from office shall not exceed, but equal the sum of one annual fixed salary plus the amount of the variable bonus granted for the previous fiscal year (capped in case of Gerald Klinck and Nicolai Kuss at the amount of the fixed salary plus maximum annual bonus

that would have been payable until the end of the regular con- tractual term), whereby all entitlements to the variable remu- neration (bonus) for the fiscal year in which the office ends shall be settled.

Such payments in the event of a termination of a service agree- ment or the revocation from office are excluded in certain cases, e. g., in case of a significant breach of duties by a member of the senior management.