Regla de mezclas

The compensation for the Supervisory Board members in 2012 comprised the fol- lowing elements.

Supervisory Board Compensation

Supervisory Board Compensation

2012 (in €k) Fixed compensation Variable compensa-tion (for 2011) Total Compensation

Marc Brucherseifer, Dipl.-Kfm. 50.0 18.0 68.0

Johann Weindl, Dipl.-Kfm. 30.0 14.0 44.0

Dr Susanne Rückert 14.8 0.0 14.8

Dr Bernd H. Schmidt 28.0 12.0 40.0

Michael Müller-Berg, Dipl.-Kfm. 21.0 12.0 33.0

Dr Horst Lennertz, Ingenieur 28.0 12.0 40.0

171.8 68.0 239.8

Dr Hartmut Schenk, Dipl.-Kfm., a former member of the Supervisory Board, received variable compensation of €12k in 2012 for his activities on the Supervisory Board in 2011.

5. Supplementary information

5.1. Supplementary information in accordance with Section 315 (4) HGB

The subscribed capital before stock repurchase amounts to €58,507,916.50 and is dis- tributed in 53,189,015 no-par shares issued to the bearer with a proportionate share in the share capital of €1.10. Each share is the equivalent of one vote. The securitisa- tion of the stock is excluded.

The Company was not notified of any direct and indirect holding of stock greater than 10%.

In accordance with Sections 84, 85 AktG in conjunction with Section 7 of the com- pany charter, the Management Board is appointed and recalled by the Supervisory Board. Any amendments to the company charter must be adopted in conformity with legal statutes (Sections 179 et seqq. AktG) by the Annual General Meeting. Moreover, the Supervisory Board is authorised to amend the company charter if and when such amendments affect only the wording.

The Annual General Meeting of 30 May 2008 authorised the Management Board, sub- ject to the approval of the Supervisory Board, to increase the Company's share capital by as much as €29,253,957.70 by a single or multiple issue of new shares against cash contributions and/or contributions in kind before the lapse of 29 May 2013 (approved capital). In the event of cash contributions, the new shares may also be taken over by one or more banks, subject to the obligation to offer them for purchase to the share- holders (indirect subscription right). On principle, a subscription right is to be granted to the shareholders. However, the Management Board is authorised, subject to the approval of the Supervisory Board, to exclude shareholders' subscription rights

Section 315, Subsection 4 HGB

¨if the capital increase is achieved by cash contributions and the issue price of the new shares is not significantly lower than that of the equivalent shares already traded on the exchange at the time of the final determination of the issue pri- ce by the Management Board. The number of shares issued subject to exclusion of the subscription pursuant to Section 186 (3), fourth sentence AktG (German Company Law) may not exceed 10% of the share capital – neither at the point in time at which the authorisation becomes effective nor at the point in time that it is exercised. Any shares which have been issued or must be issued to satisfy subscription rights from options or convertible bonds, provided that the deben- ture bonds have been issued during the term of this authorisation subject to ap- plication mutatis mutandis of Section 186 (3) fourth sentence AktG and excluding the subscription right, must be included in this figure. Furthermore, any shares which are issued or sold, subject to the exclusion of a subscription right, during the term of this authorisation on the basis of an authorisation for the use of treasury stock in accordance with Section 71 (1) no. 8 and Section 186 (3) fourth sentence AktG must be included in this figure;

¨if the capital increase against contributions in kind is carried out for the purpose of providing shares within the framework of corporate mergers or of acquiring companies or parts of companies, holdings in companies or other assets;

¨so that new shares up to a proportionate amount of the share capital totalling €2,925,395.00 may be issued as staff shares to employees of the Company or of affiliated companies within the sense of Section 15 et seqq. AktG.

Furthermore, the Management Board is authorised, subject to the approval of the Supervisory Board, to determine the further content of the stock rights and the terms and conditions of the issue of the shares. The Supervisory Board is authorised to amend the current version of the company charter in accordance with the specific utilisation of the approved capital or after the expiration of the authorisation. The Annual General Meeting on 28 May 2010 adopted a resolution authorising the Drillisch AG Management Board to acquire treasury stock totalling up to 10% of the share capital at the time of the Annual General Meeting 2010 on or before 27 May 2015. Pursuant to this authorisation, the Management Board, with the approval of the Supervisory Board, resolved on 13 September 2012 to initiate another share re- purchase programme with an upper threshold of 3,792,118 shares. In combination with the treasury stock of 1,526,783 shares already held at that time, the total hol- dings of own shares would be 10% of the present share capital. A total of 4,482,501 shares were purchased at an average price of €8.88 during fiscal years 2011 and 2012, corresponding to about 8.43% of the Drillisch AG share capital.

The Company has concluded a number of agreements in which a change of control as a consequence of a takeover represents a condition precedent. These are primarily agreements with the network operators. Furthermore, the occurrence of a so-called “change of control” can affect the financing of the Company.