DES GB 11 Finanzbericht englisch

Claus-Matthias Böge Born 13 February 1959 First appointment: 2001 Appointment ends: 2015 Claus-Matthias Böge joined Deutsche Eu- roShop in 2001, as a member of the Execu- tive Board. He assumed his current position as Executive Board spokesman in 2003. He is also a managing director and director at various different companies in the Deutsche EuroShop Group. Olaf Borkers Born 10 December 1964 First appointment: 2005 Appointment ends: 2016 Olaf Borkers joined Deutsche EuroShop in 2005, as a member of the Executive Board. He is also a managing director and director at various different companies in the Deutsche EuroShop Group. SuPErvISorY boArD The Supervisory Board supervises and advises the Executive Board in its management ac- tivities in accordance with the provisions of German company law and its rules of proce- dure. It appoints members of the Executive Board, and significant business transacted by the Executive Board is subject to its ap- proval. The Supervisory Board is composed of six members, who are elected by the An- nual General Meeting. The Supervisory Board has established the notification and reporting duties to be met by the Executive Board and has formed an Executive Committee, an Audit Commit- tee and a Capital Market Committee, each with three members. The members of the Supervisory Board are: Manfred Zaß, Chairman Dr Michael Gellen, Deputy Chairman Thomas Armbrust Dr Jörn Kreke Alexander Otto Dr Bernd Thiemann The members of the Executive Committee are Mr Zaß, Dr Gellen and Mr Armbrust. The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent business mat- ters and passes relevant resolutions. It is also responsible for preparing human resources is- sues concerning the Executive Board and for reviewing the Company’s corporate gover- nance principles. The Executive Committee of the Supervisory Board also fulfils the role of a nomination committee. The members of the Audit Committee are also Mr Zaß, Dr Gellen and Mr Armbrust. The Audit Committee is chaired by Mr Arm- brust. It is responsible for issues relating to financial reporting, auditing and the prepara- tion of the annual and consolidated financial statements. Former members of the Com- pany’s Executive Board and the Chairman of the Supervisory Board generally do not chair the Audit Committee, to avoid conflicts of interest. The members of the Capital Market Com- mittee are once again Mr Zaß, Dr Gellen and Mr Armbrust. The Capital Market Commit- tee is chaired by Mr Zaß. The Supervisory Board’s powers relating to the utilisation of approved capital were transferred to the Com- mittee for decision-making and processing. ShArEhoLDINgS Executive Board As at 31 December 2011, the Executive Board held a total of 26,061 shares, less than 1% of Deutsche EuroShop’s share capital. Supervisory Board As at 31 December 2011, the Supervisory Board held a total of 5,199,687 shares, more than 1% of Deutsche EuroShop’s share capital. In addition to the general statutory provi- sions requiring public disclosure, the rules of procedure of the Executive Board and of the Supervisory Board govern the reporting duties of Executive and Supervisory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights directly de- pendent on the Company’s share price. DIrECtorS’ DEALINgS The following securities transactions by members of the Executive Board and of the Supervisory Board or by certain persons re- lated to members of the executive bodies were notified to Deutsche EuroShop dur- ing financial year 2011 in accordance with section 15a of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act): purchases (number of shares) share price in € sales (number of shares) share price in € Henry Böge Shares 288 23.00 Carlotta Böge Shares 588 23.00 Thomas Armbrust Shares 4,375 22.51 Kreke Immobilien KG Shares 31,250 28.57 Olaf Borkers Shares 1,700 27.30 Manfred Zaß Shares 1,600 28.99 AROSA Vermögens- verwaltungs m.b.H. Shares 845,899 27.00 Total 5,251 880,449 directors’ dealings 2011 DES Annual Report 2011 69

DES GB 11 Finanzbericht englisch

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