§ 17 Composition, elections, term of office
(1) The Supervisory Board comprises twelve members - six representing the shareholders and to be elected in accordance with the provisions of the Aktiengesetz and six representing the employees and to be elected in accordance with the provisions of the Mitbestimmungsgesetz [Codetermination act].
(2) Supervisory Board members shall remain in office until the conclusion of the general shareholder meeting that resolves on the ratification of the acts of the Company in the fourth business year after commencement of their term of office; the business year in which the tenure commences is not included in this calculation. The general meeting of the shareholders may specify a shorter term of office at such election.
(3) At the time of the election of those Supervisory Board members representing the shareholders, the general meeting of the shareholders may elect substitute members who will take the place of a member of the Supervisory Board who leaves the Company prior to the expiration of his or her term of office and who will complete the term of office of the resigning member. Their position as substitute members shall revive if and when the general meeting elects a new member instead of the withdrawing member replaced by such substitute member of the Supervisory Board.
(4) If a member elected by the general meeting resigns from the Supervisory Board before his or her term of office ends, a new member shall be elected in his or her place at the next general meeting, unless a substitute member had been appointed. The newly elected member shall remain in office for the remainder of the term of office of the resigned member. The same provision applies if an elected or one or more appointed substitute member(s) refuse(s) to accept the mandate or is/are excluded upon setting aside of the election.
(5) Subject to a notice period of one month and without good cause requirement, each member of the Supervisory Board may resign from office by a written statement to the Chairman of the Supervisory Board and the General Partner. If for good cause, the resignation may take effect immediately. Moreover, Supervisory Board members elected by the general meeting may be removed from office before expiration of their term of office. In accordance with § 30 subsection 3 of these Articles, a simple majority of the votes cast shall suffice for their removal.
§ 18 Chairman and deputy Chairman, committees, rules of procedure
(1) In its first meeting from its appointment, convened without special convocation, the Supervisory Board will elect one of its members as Chairman and one member as Deputy Chairman. Such election shall be made pursuant to article 27 sect. 1 and 2 MitbestG. In addition, another Supervisory Board member representing the shareholders may be elected as further deputy. Such further deputy will not be a deputy as specified by article 27 MitbestG and in consideration of the other rules arising from these Articles or law will not be deemed deputy of the Chairman of the Supervisory Board.
(2) Then and in order to fulfil the functions defined under article 31 sect. 3 MitbestG, the Supervisory Board will form the committee designated in article 27 sect. 3 MitbestG comprised of the Chairman of the Supervisory Board, his deputy specified in sect.1 clause 1 and of one member respectively, to be elected with the majority of the votes cast by the Supervisory Board members representing the shareholders and the Supervisory Board members representing the employees. Under sect. 1, clause 3, the further deputy of the Chairman of the Supervisory Board may be elected as further Supervisory Board member.
(3) If the Chairman or his deputy resigns from office before the end of his or her term of office, the Supervisory Board shall hold re-elections without undue delay.
(4) In addition to the committee specified in article 27 sect. 3 MitbestG, the Supervisory Board may create further committees and delegate functions to them.
(5) All committees, to which he is a member, will be chaired by the Chairman of the Supervisory Board, with the exception of the Audit Committee.
(6) Within the limits of the statutory provisions and the provisions of these Articles, the Supervisory Board will adopt rules of procedure.
§ 19 Position of the Supervisory Board members
(1) The members of the Supervisory Board are not bound by orders and instructions. In respect of its duties of care and confidentiality and its responsibilities, the provisions of articles 116, 93 AktG shall apply.
(2) The members of the Supervisory Board shall — also after resigning from office — keep secretly confidential information and secrets of the Company, especially business or trade secrets, which they will get to know through their activities on the Supervisory Board. If a member of the supervisory board intends to transmit information on matters that the member does not consider to be confidential, but of which the member knows or should know under the given circumstances that the company, affiliated or associated companies may consider it as confidential, the member shall inform the chairperson of the supervisory board, or the deputy chairperson in case of the chairperson's absence, of his intention; in case the latter considers that an opinion of the supervisory board is required, the member shall await this opinion.
(3) If the Company holds a participation in its General Partner, all rights of the Company under and in connection with such a participation (e.g.: voting rights, rights to information, etc.) will be exercised by the Supervisory Board.
§ 20 Convocation, quorum, voting
(1) The Supervisory Board is convened by the Chairman. Convocations may be issued in writing, by fax, e-mail or telephone. The Chairman will determine the place, time and agenda of the meeting as well as the form of voting. In general, a meeting must be convened within a period of notice of not less than two weeks. In urgent cases, the notice period may be reduced. The convocation shall comprehensively state the individual issues of the agenda. The supervisory board may only decide on the matters listed in the agenda. Resolutions on the "Miscellaneous" agenda item will not be taken.
(2) The Supervisory Board has a quorum if all its members have been invited properly and if at least half of the number of members prescribed by law or by the articles of association take part in the decision-making. If requested by its Chairman, the Supervisory Board may also pass its resolutions in writing, by telefax, e-mail, telephone, video conference or in a comparable form. Resolutions may also be passed under a combination of methods.
(3) Resolutions of the Supervisory Board shall be taken, unless otherwise provided for by statute, by simple majority of the cast votes. If a vote in the supervisory board results in a tie, the supervisory board shall immediately proceed to a new vote on the same issue, if a member so requests. If this vote also results in a tie, the vote of the Chairman shall be counted twice. The same applies if the Chairman allows written votes in accordance article § 108, sect. 3 AktG. The deputy Chairman's vote shall not be counted twice. Absent Supervisory Board members may participate in the passing of resolutions through the Supervisory Board by submitting votes in writing pursuant to article 108, sect. 3 AktG.
(4) Unless otherwise provided by statutory provisions, the provision under sect. 3 shall also apply to the voting in committees of the Supervisory Board.
(5) The Chairman chairs the meetings of the Supervisory Board, defines the contents of the minutes and resolutions and will sign the minutes.
(6) The Chairman shall issue the declarations of intent taken by the Supervisory Board on behalf of the Supervisory Board.
(7) The Supervisory Board shall be authorised to decide on amendments of and additions to the Articles of association that only relate to their version.
§ 21 Remuneration of the Supervisory Board
(1) In addition to being reimbursed for their expenses, the members of the Supervisory Board receive a fixed annual remuneration comprised of both, a fixed and a variable remuneration. The fixed annual remuneration amounts to EURO 25,000.00, and the variable remuneration to 0.15 ‰ of the company-related KPI "Dräger Value Added." Dräger Value Added results from the earnings before interest and taxes (EBIT) reported in the last consolidated financial statements of the Company less cost of capital; resulting from the capital employed: Group's total assets less deferred tax assets, current securities, cash and cash equivalents and non-interest bearing liabilities) multiplied by the weighted average cost of capital (WACC) of 9 %. Consequently, the Dräger Value Added is calculated as follows: EBIT ./. Capital Employed x 7 %. The variable remuneration share is limited to a maximum of EURO 20,000.00.
(2) The Chairman of the Supervisory Board shall receive three times and his Deputy one and a half of the remuneration pursuant to section 1.
(3) Audit Committee members will receive an additional annual fixed remuneration of EURO 10,000.00. The Chairman of the Supervisory Board will receive three times this amount. Members of the Nomination Committee will not receive any additional remuneration.
(4) Pursuant to sections 1 through 3, these remunerations will fall due at the end of the ordinary general meeting of the shareholders. The company will refund the value added tax to be paid on this remuneration.
(5) Members of the Supervisory Board who have served for less than a full business year receive, will receive for every started month of term one twelfth of their remuneration. This shall apply analogously to members of Supervisory Board committees.
(6) Taking into account a deductible, the Supervisory Board members will be included in a D&O insurance to be taken out by the Company.