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Compensations, shareholdings and loans

Content and method of determining the compensation and the shareholding programmes

The compensation system for members of the Board of Directors and Senior Management consists of a basic salary and a variable salary component, which are paid out in cash only. The basic salary and variable salary component are independent of each other. The variable salary component forms a central part of the overall compensation package. The principal criteria for setting the variable salary component are the achievement of net earnings targets and project objectives. Otherwise, no guidelines exist for the compensation system. If targets are not achieved, the variable salary component may be omitted. The level of the compensation depends on individual responsibility and target achievement.

Individual overall compensation packages are pro-posed by the Compensation Committee and approved by the Chairman of the Board of Directors, after consultation with the CEO, in April of the following year. They are paid out in May (based on the OAEC, from 2015 the latest, the Annual General Meeting of Shareholders must vote on the compensation for the Board of Directors and Senior Management).

EMS has no shareholding programmes.

Details of the individual compensation for members of the Board of Directors and CEO, and of the overall compensation paid to the Board of Directors and Senior Management as a whole, are shown in a table in note 7 to the annual financial statements of EMS-CHEMIE HOLDING AG.