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54 ANNUAL REPORT 2014Deutsche EuroShop INVESTOR RELATIONS Members of the Supervisory Board of the Deutsche EuroShop AG Name Manfred Zaß (Chairman) Reiner Strecker (Deputy Chairman) Thomas Armbrust Beate Bell Manuela Better Born 1941 1961 1952 1967 1960 Place of residence Königstein im Taunus Wuppertal Reinbek Cologne Munich Nationality German German German German, Polish German End of appointment 2015 Annual General Meeting 2017 Annual General Meeting 2019 Annual General Meeting 2019 Annual General Meeting 2019 Annual General Meeting Committee activities Chairman of the Executive Committee, Chairman of the Capital Market Committee, Member of the Audit Committee Member of the Executive Committee, Member of the Capital Market Committee Member of the Executive Committee, Deputy Chairman of the Capital Market Committee, Member of the Audit Committee – – Memberships of other statutory supervisory boards – – C.J. Vogel Aktiengesellschaft für Beteiligungen, Hamburg (Chairman) Platinum AG, Hamburg (Chairman) TransConnect Unternehmens- beratungs- und Beteiligungs AG, München (Chairman) Paramount Group Inc., New York, USA (since 14.04.2014) Verwaltungsgesellschaft Otto mbH, Hamburg – AXA Konzern Aktiengesellschaft, Cologne Deutsche Annington Immobilien SE, Bochum Membership of com- parable supervisory bodies of business enterprises in Germany or other countries – akf Bank GmbH & Co. KG, Wuppertal ECE Projektmanagement G.m.b.H. & Co. KG, Hamburg (Chairman) – – Profession Banker Managing Partner, Vorwerk & Co. KG, Wuppertal Member of Management, CURA Vermögensverwaltung G.m.b.H., Hamburg Head of Corporate Integrated Governance, Risk & Compliance, METRO AG, METRO PROPERTIES GmbH & Co. KG, Dusseldorf Managing Director, Dr. Ingrid Better Vermögens- verwaltung GmbH & Co KG, Munich Key positions held 1965–2002: DekaBank Deutsche Girozentrale, Frankfurt of which: 1980–1999: Member of the Executive Board 1999–2002: Chairman of the Executive Board until 2005: Deutsche Börse AG, Frankfurt, Deputy Chairman of the Supervisory Board 2008–2009: Hypo Real Estate Group AG, Unterschleißheim, Member of the Supervisory Board 1981–1985: degree in business administration, Eberhard Karls University, Tübingen 1986–1990: Commerzbank AG, Frankfurt 1991–1997: STG-Coopers & Lybrand Consulting AG, Zurich (Switzerland) 1998–2002: British-American Tobacco Group, Hamburg, London (UK), Auckland (New Zealand) 2002–2009: British-American Tobacco (Industrie) GmbH, Hamburg, Member of the Executive Board for Finance and IT 2009 to present: Vorwerk & Co. KG, Wuppertal since 2010: personally liable/ managing partner until 1985: Auditor and tax advisor 1985–1992: Gruner + Jahr AG & Co KG, Hamburg, Director of Finance since 1992: Member of Management of CURA Vermögensverwaltung G.m.b.H., Hamburg (Family Office of the Otto family) 1993–1997: Studied supply engineering at Cologne University of Applied Sciences, certified engineer 2000–2003: Studied industrial engineering at Cologne University of Applied Sciences, certified industrial engineer 1997–2002: Anton Ludwig GmbH, Cologne, Project Manager 2002–2004: Recticel Automobilsysteme GmbH, Rheinbreitbach, Project Controller 2004 to present: METRO GROUP, Dusseldorf of which 2004–2012: Head of Investment Controlling, Head of Auditing, Head of Technical Risk Management since 2013: Head of Corporate Integrated Governance, Risk & Compliance, METRO AG/METRO PROPERTIES GmbH & Co. KG, Dusseldorf Studied business at Ludwig Maximilian University of Munich, Munich, certified business economist 1998–2003: HVB Gruppe, Munich, various positions 2004–2007: Hypo Real Estate Bank AG, Munich, Member of the Management Board, Chief Risk Officer 2007–2008: Hypo Real Estate Bank International AG, Stuttgart / Hong/Kong, Member of the Management Board, Head of Commercial Real Estate, Origination Asia 2010–2011: DEPFA Bank plc, Dublin (Ireland) Executive Member of the Board of Directors, Chief Risk Officer 2009–June 2014: Hypo Real Estate Holding AG, Munich, and Deutsche Pfandbriefbank AG, Munich (formerly Hypo Real Estate Bank AG) 2010–June 2014: Hypo Real Estate Holding AG, Munich, Chief Executive Officer and Deutsche Pfandbriefbank AG, Munich, Chief Executive Officer since June 2014: Managing Director, Dr. Ingrid Better Vermögensverwaltung GmbH & Co KG, Munich Relationship to majority/major shareholder none none Shareholder representative of the Otto family none none Deutsche EuroShop securities held as at 31 December 2014 10,000 3,975 0 0 once again attached great importance to the explanations of the Executive Board and those of the auditor on the real estate appraisals. In addition, the Executive Board presented the finan- cial, accounting and tax impact of the 2013 annual financial statements. The Executive Board also report- ed to us regarding the confirmation received from the German Federal Financial Supervisory Authority (BaFin), which stated that the Com- pany does not fall within the scope of the German Capital Investment Code. Finally, the Executive Board notified us of current acquisition op- portunities and negotiations. At the unscheduled meeting on 17 June 2014, the Supervisory Board unanimously approved the proposal made to the Annual General Meet- ing to elect Ms. Manuela Better to the Supervisory Board. Ms. Better re- signed from her two directorships once the agenda containing the elec- The Executive Board then reported on the status of the bidding process for a shopping center acquisition. In our new composition we also discussed the Company’s strategy. Lastly, the matter of succession plan- ning for Mr Böge as Executive Board Spokesman was examined. At the third meeting on 24 Sep- tember 2014, the Executive Board presented the planned expansion of the Phoenix-Center. We unanimous- ly approved the expansion concept and the financing of the undertak- ing as presented. We then approved changes to the rules of procedure of the Supervisory Board and the Exec- utive Board regarding the setting of vesting periods for Company shares. Rules for transactions requiring ap- proval were also adapted in the rules of procedure of the Executive Board to reflect the circumstance that indi- vidual shopping centers are held in joint ventures. tion nominations had been pub- lished and sent to the shareholders. At the constituent meeting on 18 June 2014, we elected members by open ballot to various functions on the Supervisory Board and its com- mittees. The following were elected and/or returned to office: Chairman of the Supervisory Board Manfred Zaß Deputy Chairman of the Supervisory Board Reiner Strecker Executive Committee Manfred Zaß (Chair- man), Thomas Arm- brust, Karin Dohm, Reiner Strecker Financial Expert Karin Dohm Audit Committee Karin Dohm (Chair- woman), Thomas Arm- brust, Manfred Zaß Capital Market Committee Manfred Zaß (Chair- man), Thomas Arm- brust (Deputy Chair- man), Reiner Strecker At the last meeting on 26 November 2014, the Executive Board reported on the start of expansion work at the Phoenix-Center and on the status of the ongoing bidding process for a shopping center acquisition. In addi- tion, the Executive Board examined the option of selling an undeveloped property that is no longer required. We approved refinancing for one of the shopping centers as proposed by the Executive Board. We also held extensive discussions on the projec- tions for the past financial year and the Company’s medium-term per- formance planning as presented by the Executive Board. Committees The Supervisory Board has estab- lished three committees: the Execu- tive Committee of the Supervisory Board, the Audit Committee and the Capital Market Committee. The Ex- ecutive Committee comprises four members and the other two commit- tees each have three members. The Executive Committee of the Super- visory Board functions simultane- ously as a nomination committee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and committee mem- bers to be appropriate. During the reporting period, the Executive Committee of the Super- visory Board and the Audit Commit- tee met on 15 April 2014. The Audit Committee also dis- cussed the quarterly financial reports with the Executive Board in confer- ence calls on 12 May, 8 August and 11 November 2014 and the Execu- tive Committee, in its role as nomina- tion committee, voted several times on personnel issues related to the Su- pervisory Board and the Executive Board. There was no meeting of the Capital Market Committee in 2014. Report of the Supervisory Board (continuation) Born 19411961195219671960 10,0003,97500