Capping of variable remuneration components and total remuneration (Caps)

When defining the target parameters relevant for the variable remuneration components, the Supervisory Board ensures that they are challenging and that they allow for a balanced risk and opportunity profile. The amounts of the variable remuneration components of the Board of Management remuneration are capped.

The maximum remuneration defined in accordance with § 87a (1), sentence 2, no. 1 AktG amounts to EUR 6,500,000 for ordinary members of the Board of Management, and normally EUR 11,000,000 for the Chair of the Board of Management. The maximum remuneration for the current Chair of the Board of Management, Timotheus Höttges, deviates from this figure, at EUR 14,000,000. It will return to the above-mentioned figure of EUR 11,000,000 after his Board appointment ends.

If it becomes clear at some stage that the maximum remuneration will be exceeded, the payment of the remuneration component causing the maximum remuneration to be exceeded is capped. Where several remuneration components simultaneously or jointly lead to the cap being exceeded, the LTI payout is capped first. The Supervisory Board is authorized to enter into agreements with the Board of Management members on a case-by-case basis on executing the cap. In particular, such agreements may stipulate for the sake of simplicity that capping will generally be given priority when the LTI is being paid out.

The maximum remuneration comprises all of the remuneration components as presented below:

If, when a new member is appointed to the Board of Management who previously worked for a different employer, the Supervisory Board compensates for these circumstances with another fringe benefit, this amount will not count towards the maximum remuneration for this Board of Management member. This is to ensure that the maximum remuneration for the affected Board of Management member only caps remuneration components that are associated with their activities in the relevant financial year.