Rules for appointing and dismissing Supervisory Board members

The Supervisory Board is composed of five to nine persons who are appointed for a joint term of office lasting three years, except for the first term lasting 1 year.

In accordance with the company’s Articles of Association Supervisory Board members are appointed and dismissed by the Shareholder Meeting, subject to the following:

  1. as long as the State Treasury and State Treasury controlled entities in the meaning of § 10 clause 5 of the Articles of Association hold company shares entitling them to exercise at least 25% of the total votes in the company, the State Treasury represented by the minister competent to handle the State Treasury’s affairs is entitled to appoint and dismiss Supervisory Board members whose number is equal to one half of the maximum number of Supervisory Board members defined in the Articles of Association (if this number is not an integer it is rounded down to an integer, for example 4.5 is rounded down to 4 and then 1 is added to it) provided that the State Treasury:
    1. is obliged to vote at a Shareholder Meeting on establishing the number of Supervisory Board members corresponding to the maximum number of Supervisory Board members defined in the Articles of Association if a motion is submitted to the Management Board by a shareholder or shareholders holding votes entitling them to exercise at least 5% of the total number of votes in the company,
    2. is excluded from voting at a Shareholder Meeting on appointing and dismissing other Supervisory Board members, including independent Supervisory Board members; this not, however, apply to when the Supervisory Board cannot act due to its membership being smaller than required by the Articles of Association, and the shareholders present at a Shareholder Meeting, other than the State Treasury, fail to replenish the Supervisory Board membership in accordance with the distribution of seats in the Supervisory Board defined in this section;
  2. as long as the State Treasury and State Treasury controlled entities in the meaning of § 10 clause 5 of the Articles of Association hold company shares entitling them to exercise less than 25% of the total number of votes in the company, the State Treasury represented by the minister competent to handle the State Treasury’s affairs is entitled to appoint and dismiss one Supervisory Board member.
  3. Supervisory Board members are appointed and dismissed by the State Treasury pursuant to the above mentioned clause 1) or 2) by means of a statement submitted to the company.

At least two Supervisory Board members  meet the criteria of independence in relation to the company and entities having material relationships with it (independent Supervisory Board members). The Phrase an ”independent Supervisory Board member”  denote an independent Supervisory Board member in the meaning of the European Commission’s Recommendation of February 15, 2005 related to the role of non-executive directors or members of a supervisory board of publicly listed companies and a supervisory board’s committee (2005/162/EC) taking into account Best Practices.

Prior to their appointment as Supervisory Board members, independent Supervisory Board members  submit a written statement to the company on complying with the independence criteria. If the independence criteria are not met, a Supervisory Board member is obligated to notify the company thereof immediately. The company reports the current number of independent Supervisory Board members to the shareholders.

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