The Supervisory Board has formed the following committees based on the statutory provisions and the provisions of its rules of procedure. The following table provides an overview of the tasks, the regulated number of meetings, the actual number of meetings in the past fiscal year, the planned number of members, and the actual number of members as at the date of publication of this statement.

Committees of the Supervisory Board

Committee

Functions

Regular number of meetings

Meetings 2022

Regular number of members

Members

Finance and audit committee

> Preparation of resolutions in the area of finance and audit-related resolutions
> Addressing in particular
> the audit of accounts
> the supervision of the accounting process
> the effectiveness of the internal control system,
the risk management system, the internal audit system, the audit of accounts, and compliance
> Statement of opinion
> on the business plan and plan changes that require approv-al, on the annual and consolidated financial statements, on the Executive Board recommendation for the appropriation of profits, on the combined management report, on the com-bined non-financial statement, on the audit report of the auditor of the financial statements and of other auditors, on the Supervisory Board’s recommendation for the audit report, and on the discharge of the Executive Board
> on the awarding of the audit mandate to the auditor, the fee agreement and the stipulation of the focus of the audit
> The finance and audit committee is responsible for the auditor selection process
> It monitors the independence of the auditor and the quality of the audit of accounts. In this regard, it provides its advance consent to all of the auditor’s legitimate non-audit services.

4

7

8

Dr. Margarete Haase (Chair)
Mathias Venema (Vice-Chair)
Hakan Cicek
Dr. Ulrich Kipper
Lothar Klemm
Michael Odenwald
Sonja Wärntges

Investment and capital
expenditure committee

> Preparation of resolutions relating to capital expenditure, resolutions or decisions concerning the founding, acquisition, and sale of Group companies and ongoing monitoring of the economic development of existing Group companies
> Final decision on the creation, acquisition, or sale of direct or indirect Group companies if the obligation or entitlement of the company arises from a capital expenditure or an invest-ment-related action between €10,000,000.01 and €30,000,000
> Final decision on the acquisition or disposal of, or charge on property or land rights between €5,000,000.01 and €10,000,000
> Statement of opinion on the capital expenditure plan and on capital expenditure reporting

4

8

8

Lothar Klemm (Chair)
Dr. Ulrich Kipper (Vice-Chair)
Dr. Bastian Bergerhoff
Frank-Peter Kaufmann
Karin Knappe
Ramona Lindner
Matthias Pöschko
Prof. Dr.-Ing. Katja Windt

Human resources committee

> Preparation of resolutions in the area of human resources
> Statement of opinion, in particular on changes in headcount, fundamental issues relating to collective bargain-ing law, the payment system, the employee investment plan, matters concerning the company retirement plan

4

3

8

Hakan Bölükmese (Chair)
Frank-Peter Kaufmann (Vice-Chair)
Devrim Arslan
Karin Knappe
Michael Odenwald
Sonja Wärntges
Prof. Dr.-Ing. Katja Windt

Executive committee

> Preparations for the appointment of members of the Execu-tive Board and the conditions of employment contracts, including remuneration
> Final decision concerning outside activities of members of the Executive Board that require the approval of the Supervisory Board

As needed

3

8

Chairman of the
Supervisory Board
Michael Boddenberg (ex officio)
Vice Chairman
Mathias Venema (ex officio)
Devrim Arslan
Dr. Bastian Bergerhoff
Hakan Bölükmese
Dr. Margarete Haase
Frank-Peter Kaufmann
Matthias Pöschko

Committee in accordance with Section 27 of the MitbestG (Mediation committee)

> Preparation of a recommendation on the appointment or dismissal of members of the Executive Board if the entire Supervisory Board does not reach such decision

As needed

0

4

Chairman of the
Supervisory Board
Michael Boddenberg
(ex officio)
Vice Chairman of the
Supervisory Board
Mathias Venema (ex officio)
Hakan Bölükmese
Lothar Klemm

Nomination committee

> Recommendation of suitable candidates to the Supervisory Board for its recommendations to the AGM

As needed

1

3

Michael Boddenberg (ex officio)
Dr. Bastian Bergerhoff
Dr. Margarete Haase