Section 14 of Klöckner & Co SE’s Articles of Association provides for the Supervi- sory Board’s remuneration as of the conversion taking effect. The provisions mainly correspond with the provisions set forth in Section 13 of Klöckner & Co AG’s Arti- cles of Association.
According to this provision, each member of the Supervisory Board shall receive, in addition to the reimbursement of appropriate cash outlays and the VAT accruing on their remuneration and expenditures, a fixed annual remuneration in the amount of EUR 17,000.00. In addition, each member of the Supervisory Board shall receive a profit-related remuneration in the amount of EUR 150.00 for each EUR 1,000,000.00 by which the group surplus in the respective business year for which the remuneration is being paid exceeds the sum of EUR 50,000,000.00. The Supervisory Board Chairman shall receive three times and his Deputy twice the amount of remuneration. However, the profit-related remuneration shall not ex- ceed the fixed annual remuneration by more than 100% for any member whereby this shall have no effect on the provisions of Section 113 para. 3 sentence 1 of the German Stock Corporation Act. Further, every Supervisory Board member shall re- ceive an attendance fee of EUR 2,000.00 for each meeting of the Supervisory Board and its Committees which the member attends. The Supervisory Board Chairman and the Chairman of a Supervisory Board Committee shall receive three times and the Deputy Supervisory Board Chairman and the Deputy Chairman of a Supervisory Board Committee shall receive twice the amount. The provisions set forth above are contained in Section 14 para. (1) to (3) of the Articles of Association of Klöckner & Co SE which has the same contents as Section 13 para. (1) to (3) of the Articles of Association of Klöckner & Co. AG.
Furthermore, Section 14 para. (4) of Klöckner & Co SE’s Articles of Association provides that the remuneration will be paid on a pro rata temporis basis for Super- visory Board members who resign from office or are elected to the Supervisory Board in the course of a business year whereby this also applies to the respec- tively increased remuneration of the Supervisory Board and Committee Chairmen and their Deputies. This mainly corresponds to the provisions set forth in Section 13 para. (4) of the Klöckner & Co AG’s Articles of Association. However, the last half of the sentence stating that the provision also applied to the increase of the at- tendance fee according to Section 13 para. (3) of Klöckner & Co AG’s Articles of Association was not included in the Articles of Association of Klöckner & Co SE. According to Section 14 para. (5) of the Articles of Association of Klöckner & Co SE, the remuneration and the attendance fee shall be due for payment after con- clusion of the General Meeting which takes receipt of the consolidated financial statements for the respective business year or decides on their approval; this pro- vision corresponds with the provision set forth in Section 13 para. (5) of Klöckner & Co AG’s Articles of Association.
Pursuant to Section 14 para. (6) of the Articles of Association of Klöckner & Co SE, the basis for the calculation of the remuneration pursuant to Section 14 para. 1 of Klöckner & Co SE’s Articles of Association is the group surplus for the relevant business year, as shown in the approved consolidated annual financial statements pursuant to IFRS, which have been furnished with an unlimited audit certificate, whereby no planned amortizations of the value of the business or goodwill within the meaning of IFRS will be carried out. This mainly corresponds with the provi- sions set forth in Section 13 para. (6) of Klöckner & Co AG’s Articles of Association. Only the provision stating that also the group turnover shall be the basis for the calculation was not included in the Articles of Association of Klöckner & Co. SE. On the other hand, Section 14 para. (7) of Klöckner & Co SE was adjusted to the particularities of the conversion into the SE which was contained in a slightly changed version in Section 13 para. (7) of Klöckner & Co AG’s Articles of Associa- tion. According to this provision, payment of the fixed and profit-related remunera- tion shall be paid for the first time for the business year which follows the business year in which the Company is registered as an SE in the commercial register. Pursuant to Section 14 para. (8) of Klöckner & Co SE’s Articles of Association, the Company may maintain D&O insurance for its corporate bodies in its own interest and at its own expense. If the Company takes out this insurance, the Supervisory Board members must be included. The provision of the Articles of Association cor- responds with Section 13 para. (8) of Klöckner & Co AG’s Articles of Association. 6.2.15 Location and convening of the General Meeting (Section 15)
Section 15 of Klöckner & Co SE’s Articles of Association provides that the General Meeting shall take place at the registered seat of the Company or in cities within the Federal Republic of Germany which have a stock exchange or a population of more than 100,000. The convening of the General Meeting must be published in the electronic Federal Gazette at least 30 days before the day by the end of which the shareholders must have notified their attendance at the General Meeting, not counting the day of the announcement and the last day on which the shareholders must submit their notification of attendance at the General Meeting. The provision is identical with Section 14 of the Articles of Association of Klöckner & Co AG.