Section 9 of Klöckner & Co SE’s Articles of Association contains provisions on the composition, election and term of office of the Supervisory Board as well as on res- ignation from office and appointment of substitute members. Due to special provi- sions set forth for the SE, in some points, there are small deviations from the cor- responding provisions set forth in Section 8 of the Articles of Association of Klöck- ner & Co AG. On the one hand, it is provided that the term of office of the members of the Supervisory Board ends after six years at the latest. On the other hand, the appointment of the members of the first Supervisory Board of Klöckner & Co SE af- ter the conversion is set forth under Section 9 para. 3.
According to Section 9 para. (1) of Klöckner & Co SE’s Articles of Association, Klöckner & Co SE’s Supervisory Board consists of a total of six members who are elected by the General Meeting, This provision has the same wording as the provi- sion set forth under Section 8 para. (1) of the Articles of Association of Klöckner & Co AG..
Pursuant to Section 9 para. (2) sentence 1 of Klöckner & Co SE’s Articles of Asso- ciation, appointments of Klöckner & Co SE Supervisory Board members remain valid until the end of the General Meeting that formally approves the actions of the Supervisory Board members for the fourth business year after their respective tak- ing of office, however for a maximum of six years. The business year in which the term of office begins is not included in the calculation of the term of office. This provision corresponds in substance to provision set forth for the Supervisory Board’s term of office at Klöckner & Co AG (Section 8 para. (2) of Klöckner & Co AG’s Articles of Association and Section 102 para. 1 of the German Stock Corpora- tion Act). The maximum term of six years in Klöckner & Co SE’s Articles of Associa-
tion is new. As the end of term is conditional on the formal approval for a certain business year, without such a limit, the term of office could be extended to a total of more than six years – and thus beyond the maximum term of office stipulated for members of an SE’s executive bodies in Art. 46 para. 1 of the SE Regulation – if a resolution formally approving the corresponding business year were not passed. Therefore, this provision shall ensure that the maximum term of office of six years permitted by Art. 46 para. 1 of the SE Regulation cannot be exceeded, even if no resolution on the formal approval is passed. As is already stipulated in Section 8 para. (2) of the Articles of Association of Klöckner & Co AG, according to Section 9 para. (2) of the Articles of Association of Klöckner & Co SE, the General Meeting may determine a shorter term of office for the election. In comparison to the Articles of Association of Klöckner & Co AG, it was made clear in Section 9 para. (2) sen- tence 2 of the Articles of Association of Klöckner & Co SE that the General Meeting may also set a shorter term for appointments of individual members of the Supervi- sory Board. This provision is in accordance with the suggestion in clause 5.4.6 of the German Corporate Governance Code (as amended on 14 June 2007).
The provision set forth in Section 8 para. (2) of the Articles of Association of Klöck- ner & Co AG has been adopted with the same contents in Section 9 para. (2) of the Articles of Association of Klöckner & Co SE, whereby reappointment is permissible once or several times. The change of the wording from “one reappointment” set forth in Section 8 para. (2) of the Articles of Association of Klöckner & Co AG to a
“reappointment once of several times” in Section 9 para. (2) of the Articles of Asso- ciation of Klöckner & Co SE is only an editorial change and does not constitute a change of the contents of the provision. As Art. 46 para. 2 of the SE Regulation states that a reappointment is possible “once or several times”, in order to clarify that the situation up to now set forth in the Articles of Association of Klöckner & Co AG, whereby a reappointment was possible both once and several times, was to be adopted with the same contents in the Articles of Association of Klöckner & Co SE, the wording was adjusted accordingly in order to prevent an erroneous interpreta- tion.
Upon the conversion taking effect, the offices of the Supervisory Board members of Klöckner & Co AG terminate. Therefore, the members on Klöckner & Co SE’s first Supervisory Board are appointed by the Articles of Association of Klöckner & Co SE for their first term of office. This appointment is made in deviation from the basic rule under Section 9 para. (1) of Klöckner & Co SE’s Articles of Association, by Klöckner & Co SE’s Articles of Association directly (Section 9 para. (3) of Klöckner & Co SE’s Articles of Association). This appointment by the Articles of Association is permitted under Art. 40 para. 2 sentence 2 of the SE Regulation. The appoint- ment of Prof. Dr. Dieter Vogel, Dr. Michael Rogowski and Mr. Frank H. Lakerveld shall be for a period until the conclusion of the General Meeting that formally ap- proves the actions of the Supervisory Board for second business year after the commencement of the term of office. The appointment of Dr. Jochen Melchior and Dr. Hans Georg Vater shall be for the period until the conclusion of the General Meeting that formally approves the actions of the Supervisory Board for the third business year after the commencement of the term of office. The appointment of Mr. Robert J. Koehler shall be for the period up to the conclusion of the General Meeting which approves the actions of the Supervisory Board for the fourth busi- ness year after commencement of the term of office. These appointments shall also
be for a maximum of six years. If the SE is registered in the year 2008, the busi- ness year in which the term of office begins shall not be counted for the aforemen- tioned appointments respectively. On the other hand, if the SE is registered in the year 2009 or later, the business year in which the term of office begins shall be counted for the aforementioned appointments.
Section 9 para. (4) of Klöckner & Co SE’s Articles of Association also stipulates with the same contents as set forth in Section 8 para. (3) of Klöckner & Co AG’s Ar- ticles of Association that a substitute member may also be appointed at the same time as the appointment of a Supervisory Board member.
Pursuant to Section 9 para. (5) of Klöckner & Co SE’s Articles of Association, a member of the Supervisory Board or a substitute member may resign from office by way of a written declaration to be addressed to the Chairman of the Supervisory Board or the Management Board whereby a notice period of four weeks shall be observed. However, the right to resign from office for good cause remains unaf- fected thereby. The provision corresponds with Section 8 para. (4) of the Articles of Association of Klöckner & Co AG.
The provision set forth under Section 8 para. (5) of Klöckner & Co AG’s Articles of Association was adopted with the same wording in Section 9 para. (6) of Klöckner & Co SE’s Articles of Association whereby the General Meeting may recall mem- bers of the Supervisory Board before expiration of their term of office without pro- viding any reasons.