Políticas públicas de empleo implementadas en El Salvador

SmARTRAC is positively disposed to the Dutch Code. The company has applied most of the principles and applicable best practices provisions of the Dutch Code.

In the following we indicate which specific provisions of the Dutch Code SmARTRAC do not apply and why. II.2.11, II.2.12, II.2.13, III.1.1, III.2.2, III.3.1, III.3.6, III.4.3, III.5, III.6.5, Iv.3.1, v.3.1

II.2.11. The remuneration of the management Board does not include a claw-back clause. The Supervisory Board considers SmARTRAC’s approval and external auditing processes in place to be sufficient and effective.

II.2.12. Following a decision of the Supervisory Board, the remuneration report is not directly published on the company’s website, but can be reached via a hyperlink to the Annual Report. The Supervisory Board places more value on the explanatory power of the remuneration report as part of the Annual Report.

II.2.13. The remuneration report of the management Board does not fully comply with all terms of the Corporate Governance Code relating to the remuneration report. The remuneration report is in line with market practice of companies comparable to the company. It gives sufficient insight in the remuneration of the members of the management Board.

II.2.14. Wolfgang Schneider’s and Robert Harmzen’s contracts have not been made public at the date of the convocation notice of the general meeting where the appointment of the management Board members has been proposed to protect their privacy. The Company regards this reason as sufficient to justify a deviation from the Corporate Governance Code in this respect. III.1.1. Terms of reference for the Supervisory Board, the Audit Committee and the Strategy Committee were not posted on the

Company’s website. The Company regards these documents as internal rules and does not wish to disclose them to the public. III.2.2. Four of the members of the Supervisory Board are not independent. Christopher von Hugo and Dr. Jörg Zirener are both

managing Directors and Tobias Reich is an investment professional at One Equity Partners Europe GmbH, an affiliate of OEP Technologie B.v., the majority shareholder of SmARTRAC. manfred Rietzler was a member of the management Board of the Company prior to his appointment to the SmARTRAC Supervisory Board. In view of OEP Technologie B.v.’s and manfred Rietzler’s shareholding in the Company and taking into account the fact that two of the members of the Supervisory Board are independent, the Supervisory Board can fulfill its tasks properly.

III.3.1. The profile and the composition of the Supervisory Board have not been defined by the Supervisory Board. In light of the composition of the Supervisory Board we consider it unnecessary to establish a profile.

III.3.6. The Supervisory Board has not established a formal retirement schedule for the Supervisory Board. Due to the different terms of office and in light of the composition of the Supervisory Board, SmARTRAC considers it unnecessary to establish a retire- ment scheme.

III.5. The Supervisory Board has not established a remuneration committee and a selection and appointment committee. Due to the size of the Company these tasks are performed by the Strategy Committee of the Supervisory Board. The establishment of two other committees is in the opinion of the Company not necessary.

III.6.5. Regulations governing ownership of and transactions in securities by members of the management Board or the Supervisory Board was not drawn. SmARTRAC trusts the members of the management Board and the Supervisory Board to trade securities in line with legal requirements.

Iv.3.1. While strictly complying with the rules and regulations on fair and non-selective disclosure and equal treatment of sharehold- ers, in view of the number of meetings with analysts and presentations to analysts or investors, not all of these meetings and presentations are announced in advance by means of a press release and on the company’s website or can be followed in real time. For this reason SmARTRAC cannot fully apply the literal text of recommendation Iv.3.I. of the Dutch Corporate Gov- ernance Code.

v.3.1. SmARTRAC has no internal audit function. Nevertheless, the management Board and the Supervisory Board have implemented internal audits on a case-by-case decision using internal and external resources.

CORpORate gOveRnanCe RepORt

At the Annual General meeting held in Amsterdam on may 31, 2011, Dr. Christian Fischer was re-appointed as Director A and Chair- man of the management Board for a term of office ending with the Annual General meeting of Shareholders of SmARTRAC in 2017. manfred Rietzler resigned as Director A and member of the management Board on may 30, 2011. Wolfgang Schneider was appointed as Director A and member of the management Board for a term of office ending with the Annual General meeting of Shareholders of SmARTRAC in 2015. In addition, Robert Harmzen was appointed as Director B and member of the management Board for a term of office ending with the Annual General meeting of Shareholders of SmARTRAC in 2013.

According to their employment contracts which were entered into between the company, Dr. Fischer and mr. Rietzler, for the fiscal year beginning 2011, Dr. Fischer received an annual base compensation of EUR 420,000. mr. Rietzler received a base compensation of EUR 96,000 until and including may 2011. Wolfgang Schneider received a base compensation amounting to EUR 146,000 from June 2011 onwards. Robert Harmzen did not receive any compensation from the Company. In addition, the housing and related expenses of mr. Rietzler in Thailand that amount to EUR 14,000 were borne by the company. Dr. Fischer received an annual payment of 50 percent of his annual base compensation for the purpose of personal pension arrangement. In addition, Dr. Fischer was entitled to receive 50 per- cent of his annual base compensation either in shares or in cash. The compensation of Dr. Fischer pursuant to his employment contract also includes a variable annual compensation of two percent of Group EBITDA. The variable bonus is capped at a base of Group EBITDA of EUR 100 mio. In 2011, he received a variable bonus of EUR 310,000. His employment contract also comprises a change of control provision. Wolfgang Schneider pursuant to his employment contract is entitled to receive a variable compensation based on the fulfill- ment of Group EBITDA and business unit EBITDA targets. In 2011, Wolfgang Schneider did not receive any variable bonus payments. In the event that a third party exercises a controlling influence, Dr. Christian Fischer has the right to terminate his contract and to receive a redundancy payment. In the context of the voluntary Public Offer of OEP Technologie B.v., he waived his extraordinary right of termina- tion of his service agreement and a claim for an indemnity payment. This payment claim may be reinstated under certain circumstances. The management Board is eligible to participate in the Company’s Stock Option Scheme. The total vesting expenses in favor of Dr. Fischer for all non-vested Stock Option Schemes amounted to EUR 45,000 in 2011.

Dr. Fischer and mr. Rietzler have been provided with a company car.

With the exception of the change of control clause of Dr. Fischer, the members of the management Board are not entitled to receive redundancy payments. SmARTRAC has no pension scheme for members of the management Board in place.

At the Annual General meeting held in Amsterdam on may 31, 2011, manfred Rietzler was appointed as vice Chairman of the Super- visory Board. In addition, Tobias Reich was appointed as a member of the Supervisory Board.