Principales inconvenientes para la reducción de pérdidas

The remuneration system for the Management Board of Wirecard AG is designed to create an incentive for long-term corporate governance based on sustainability. The system and extend of the remunera- tion paid to the Management Board are determined and reviewed on a regular basis by the Supervisory Board. The members of the Management Board are paid on the basis of Section 87 of the German Stock Corporation Act (Aktiengesetz - AktG). Remuneration comprises fixed and variable components. The Supervisory Board changed the remuneration system for the Management Board at the start of fiscal year 2012. The new contracts with the members of the Management Board were concluded with a fixed term through to December 31, 2014 and can only be terminated for good cause prior to this date. The criteria for variable remuneration were subject to material change. Up to and including December 2011, the variable remuneration was based on the group’s EBITDA (annual bonus variable remuneration I) and the criterion of making essential contributions to the company’s sustained development (long-term variable remuneration II). Since January 2012, the variable remuneration for members of the Management Board has been based on Wirecard AG’s share price.

Remuneration in 2012 comprised the following components: (1) fixed annual remuneration, (2) an annual bonus (variable remuneration I), which is calculated based on Wirecard AG’s share price performance, (3) long-term variable remuneration (variable remuneration II), which is linked to the multi-year performance of Wirecard AG’s share price and (4) a fixed amount as a contribution to retirement benefits. In addition, it is possible for the members of the Management Board to receive the following performance-related remuneration if certain conditions are fulfilled: (5) an extraordinary bonus for sustained, particularly extraordinary performance by the Management Board, (6) a special bonus for retirement benefits (Burkhard Ley only) and (7) a special bonus in the event of a change of control for the benefit of members of the Management Board and employees. In addition, there are non-cash perquisites and other benefits in kind, such as private use of a company car and refund of expenses, including business-related travel and entertainment costs.

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of the Management or Supervisory Board at subsidiaries. The remainder of the remuneration paid to the Management Board in fiscal year 2012 was as follows:

Variable remuneration has two components, variable remuneration I and variable remuneration II; it is calculated based on the performance of Wirecard AG’s share price. In this regard, the base price is the average price in the month of December, weighted for turnover, for Wirecard AG’s shares on the regulated market of the Frankfurt Stock Exchange (Xetra trading, ISIN DE0007472060), identified by the stock market information service Bloomberg. However, the base price has been contractually set at EUR 11.00 for 2011. In addition, the contracts stipulate that - for the purposes of calculating the variable remuneration, the base price for 2012 is at most EUR 13.00, the base price for 2013 is at most EUR 15.00 and the base price for 2014 is at most EUR 17.00. If the base price should fall during the bonus years, the respective part of the bonus lapses, there is no claim (back) against the member of the Management Board.

The annual variable remuneration is capped by a maximum amount. The maximum amount in the case of Dr. Markus Braun is EUR 550K, EUR 750K for Burkhard Ley, and EUR 400K for Jan Marsalek. Variable remuneration I is then calculated as follows: The Management Board receives an annual bonus for each calendar year (bonus year I). This bonus is calculated on 49% of the difference between the base price of shares of Wirecard AG in bonus year I less the base price in the previous year, multiplied by the factor. For Dr. Markus Braun this factor in thousand is 275, and 375 for Burkhard Ley and 200 for Jan Marsalek. In addition, it has been contractually determined that the base price for the respective previous year may not be less than EUR 11.00. In order to regulate the bonus, the base price for 2012 has been restricted to a maximum of EUR 13.00. The base price for 2011 is to be deducted, which is contractually set at EUR 11.00. The difference is multiplied by 49% and then by the factor.

Variable remuneration II is then calculated as follows: The Management Board receives a sustainability bonus for a two-year period (2012/2013, 2013/2014 and 2014/2015). This amount is calculated on 51% of the difference between the base price of shares of Wirecard AG in the second calendar year of the two-year period (bonus year II) less the base price in the year prior to the two-year period, multiplied by the respective factor. The factor in thousand for variable remuneration II is also 275 for Dr. Markus Braun, 375 for Burkhard Ley and 200 for Jan Marsalek. Here too, it has been contractually determined that the base price for the respective previous year (prior to the two-year period) may not be less than EUR 11.00.

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for customer relations, contributions from corporate acquisitions and/or further advances in technology. No extraordinary bonuses were awarded in fiscal year 2012.

In addition, the company pays the members of its Management Board an annual contribution to their retirement benefits. This contribution totals EUR 250K gross for Dr. Markus Braun, EUR 150K gross for Burkhard Ley, and EUR 150K gross for Jan Marsalek. It is paid in twelve monthly installments. In addition, the company pays a monthly contribution of EUR 150 for a life insurance policy (direct insurance) as retirement benefits with a capital component or as a monthly pension for the members of the Management Board. There is no other entitlement to a pension commitment or other retirement benefits. The Management Board member Burkhard Ley can also claim an extraordinary bonus for retirement benefits of up to EUR 1,000K comprising two parts, each of EUR 500K, under the following conditions. The payment of the first part of the extraordinary bonus for retirement benefits is conditional upon the Management Board member not having terminated his employment contract prior to the end of the term, that the employment contract is not extend on or prior to the end of the term, and that the Management Board member does not have any entitlement to payment of an extra- ordinary bonus prior to January 1, 2015 as a result of a change of control (as set out below). The payment of the second part of the extraordinary bonus for retirement benefits is also conditional on the base price in 2014 being at least EUR 14.00.

In order to foster the long-term loyalty of executives and employees, at the Annual General Meeting of Wirecard AG held on July 15, 2004, a resolution was adopted to introduce an employee participation program based on convertible bonds (Stock Option Plan 2004). Further particulars of the Stock Option Plan 2004 can be found in the notes to the consolidated annual financial statements. The Supervisory Board granted the Management Board member Burkhard Ley 240,000 convertible bonds from the Stock Option Plan 2004 at the start of his activities, of which as of December 31, 2012 112,000 were still in existence. Statutory dilution protection must be considered in this regard. The expense was taken into account in the previous years. The fair value at the time of issue amounted to EUR 1,293K. As a result of a resolution by the Annual General Meeting on June 26, 2012, there is also the opportuni- ty to issue employees shares from authorized capital (Authorized Capital 2012) to increase the long- term loyalty of executives and employees according to Section 204 (3) of the AktG if the issuing amount of the new shares issued excluding subscription rights is not materially lower than the stock market price within the meaning of Section 186 (3) Sentence 4 of the AktG. In the event of a change of control, i.e., if one or more shareholders acting jointly are entitled to 30 percent or more of the company’s voting rights or if these are attributable to them, each member of the Management Board is entitled to payment of a special bonus depending on the company’s enterprise value. The special bonus in the case of Dr. Markus Braun and Burkhard Ley amounts to 0.4 percent of the enterprise value, and to 0.25 percent of the enterprise value for Jan Marsalek. An enterprise value of the company

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In addition to the special bonus, the members of the Management Board are entitled to the following remuneration in the event of their employment agreements being terminated: payment of fixed remuneration for the fixed duration of the employment agreement, payable in one lump sum but dis- counted to the date of disbursement at an interest rate of four percent p.a. as well as payment of the market value in cash for stock options allotted but not yet exercised at the time of termination.

Post-contractual prohibitions on competition (restraint of trade) were agreed with the members of the Management Board, providing for compensation to be paid by the company for the duration of the post-contractual restraint of trade of two years. This compensation amounts to 75 percent of the fixed salary last drawn by members of the Management Board. Other income generated by the members of the Management Board for the duration of the prohibition on competition is to be deducted from such compensation.

Furthermore there are the usual rules in place relating to company cars, refunds of out-of-pocket expenses and other business-related expenditure.

Moreover, the company has committed itself to paying a Management Board member’s fixed salary for a period of six months from the commencement of an illness. In the event of the death of a member of the Management Board, his or her surviving dependents will receive the member’s salary payments for six months, and at most through to the end of the contractual term.

In addition, the Company has undertaken to take out the following insurance policies for the members of the Management Board: (i) accident insurance with insurance benefits of at least EUR 250K in the event of death and EUR 500K in the event of invalidity, (ii) D&O insurance for the activities of the activities of the board member as a member of the company’s Management Board with minimum cover of EUR 5,000K (currently EUR 10,000K) and a deductible of ten percent of the damage up to at least one-and-a-half times the fixed annual remuneration of the Management Board member. The company has concluded this insurance for the benefit of its Management Board members. The amount of the insurance premiums for these insurance policies totaled EUR 110K in fiscal year 2012.

There were no loans, advance or other liabilities entered into in favor of the members of the Management Board by the company or the subsidiaries in fiscal year 2012. In fiscal year 2012 the total emoluments of all members of the company’s Management Board, i.e., the total remuneration during the fiscal year for the duration of the individual person’s tenure on the Management Board, including amounts not yet disbursed for variable remuneration I, variable remuneration II and other payments

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The following remuneration was set for the individual members of the Management Board for fiscal year 2012 (individualized):