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DES GB2012 E

In addition to the prospective bonuses for the financial year, the perfor- mance-related remuneration also includes the difference between the prospective and final bonuses for the previous year (€20 thousand). The ancillary benefits for each include the provision of a car for busi- ness and private use as well as contributions to a pension scheme. No advances or loans were granted to members of the Executive Board. The Company has not entered into any commitments or con- tingent liabilities in favour of these persons. REMUNERATION SYSTEM FOR THE SUPERVISORY BOARD The remuneration of the Supervisory Board is based on section 8 (4) of the Articles of Association of Deutsche EuroShop AG. In accord- ance with the Articles of Association, the remuneration amounts to €50,000 for the chairman, €37,500 for the deputy chairman and €25,000 for each of the other members of the Supervisory Board. Committee membership is not additionally taken into account when determining the remuneration of the Supervisory Board. Moreover, the remuneration does not contain any performance-related elements. The remuneration is determined on the basis of the business model and size of the Company as well as the responsibility associated with the role. The Company’s business and financial position is also taken into consideration. If a member of the Supervisory Board should leave the Supervisory Board during the financial year, they shall receive their remuneration pro rata. In accordance with section 8 (5) of the Articles of Association, expenses are also reimbursed. REMUNERATION OF THE SUPERVISORY BOARD IN 2012 The remuneration of the members of the Supervisory Board totalled €265 thousand in the period under review, which breaks down as follows: TOTAL 2012 TOTAL 2011 Manfred Zaß 59.50 59.50 Dr. Michael Gellen 44.62 44.62 Thomas Armbrust 29.75 29.75 Karin Dohm 13.98 0.00 Dr. Jörn Kreke 29.75 29.75 Alexander Otto 29.75 29.75 Reiner Strecker 13.98 0.00 Klaus Striebich 13.98 0.00 Dr. Bernd Thiemann 29.75 29.75 265.06 223.12 No advances or loans were granted to the members of the Super- visory Board. € thousand Including 19% value added tax MISCELLANEOUS No agreements have been concluded with members of the Executive Board that provide for a severance payment on expiry of their current employment contract. No pensions are paid to former members of the Executive or Super- visory Boards or to their dependents. COMPENSATION AGREEMENTS CONCLUDED BY DEUTSCHE EUROSHOP AG WITH EXECUTIVE BOARD MEMBERS OR EMPLOYEES OF THE COMPANY FOR THE EVENT OF A CHANGE OF CONTROL A change-of-control arrangement has been agreed with two employ- ees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a special right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect. A change of control arises if Deutsche EuroShop AG merges with another company, if a public takeover bid has been made under the Deutsches Wertpapiererwerbs- und Übernahmegesetz (WpÜG – German Securities Acquisition and Takeover Act) and accepted by a majority of shareholders, if the Company is integrated into a new group of companies or if the Company goes private and is delisted. In the event of such termination of the employment relationship, these employees will receive a one-time payment amounting to three months’ gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months’ gross salary. The Deutsche EuroShop Group does not currently have any other compensation agreements with members of the Executive Board or other employees for the event of a change of control. Overview of the course of business MACROECONOMIC CONDITIONS 2012 saw the German economy grow at a slower pace than during the two very dynamic previous years. It did prove its resilience in light of Europe’s recessionary environment, but lost momentum towards the end of the year. Real (price-adjusted) gross domestic product (GDP) rose by 0.7% in 2012 (previous year +3.0%). Adjusted for the dif- fering number of working days (calendar-adjusted), real GDP grew by 0.9% (previous year 3.1%). GROUP MANAGEMENT REPORT { 122 } DES ANNUAL REPORT 2012 Overview of the course of business