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DES GB2015 Englisch

EXECUTIVE BOARD The Executive Board of Deutsche EuroShop AG manages the Company in accordance with the provisions of German company law and with its rules of procedure. The Execu- tive Board’s duties, responsibilities and busi- ness procedures are laid down in its rules of procedure and in its schedule of responsi- bilities. The chief management duties of the Executive Board are the management of the Group and the determination of its strategic orientation, planning, and the establishment and implementation and monitoring of risk management. As of 31 December 2015, the Executive Board of Deutsche EuroShop AG comprised two members. Wilhelm Wellner Born 8 March 1967 First appointment: 1 February 2015 Appointed until: 30 June 2018 Wilhelm Wellner joined Deutsche EuroShop on 1 February 2015, initial- ly as a member of the Executive Board, and took on his present position as CEO in succession from Mr Böge on 1 July 2015. He is also a managing director and director at various companies in the Deutsche EuroShop Group. Olaf Borkers Born 10 December 1964 First appointment: 2005 Appointment ends: 30 September 2019 Olaf Borkers joined Deutsche EuroShop AG in 2005 as a member of the Executive Board. He is also a managing director and director at various different com- panies in the Deutsche EuroShop Group. Claus-Matthias Böge's role as CEO ended on the expiry of his appointment on 30 June 2015. Corporate Governance 2015 The Government Commission on the German Corporate Governance Code published the German Corporate Governance Code on 26 Feb- ruary 2002 and approved amendments and additions to individu- al recommendations and suggestions, most recently on 5 May 2015. Going forward, the Government Commission will continue to monitor the development of corporate governance in legislation and in practice, and will adapt the Code as needed. WORKING METHODS OF THE EXECUTIVE AND SUPERVISORY BOARDS The Supervisory and Executive Boards performed their statutory du- ties in financial year 2015 in accordance with the applicable laws and the Articles of Association. The strategic orientation of the Company was coordinated between the Executive Board and the Supervisory Board, and the progress of strategy implementation was discussed at regular intervals. The Supervisory Board was regularly, promptly and in detail informed of business developments and the risk situation by the Executive Board. Detailed information on the main areas of focus of its activities in the 2015 financial year can be found in its report in the 2015 Annual Report of Deutsche EuroShop AG. In financial year 2015, there were no advisory or other contracts for work or services in existence between members of the Supervisory Board and the Company. COMPOSITION AND DIVERSITY The Supervisory Board has formulated specific goals for its compo- sition and geared itself towards the needs of a listed company with a small staff base which makes long-term investments with high capital requirements. In view of this, the intention is that the Supervisory Board be primarily composed of independent members of both genders who have special knowledge and experience of the retail trade, the letting of retail space, the management of shopping centers, the equity and debt financing of listed real estate companies, of accounting princi- ples and internal control processes in accordance with German and/ or international regulations, and of corporate governance and busi- ness management. It is intended that the proportion of women on the Supervisory Board be 30%. The upper age limit for members of the Supervisory Board is 70. The Supervisory Board also takes the view that professional qualifications and skills should be the key criteria for its members. For that reason, no rule as to the length of time for which members may serve on it has been adopted. At the Annual General Meeting, Mr Manfred Zaß did not stand for election, and Mr Roland Werner was elected to the Supervisory Board. INVESTOR RELATIONS 108 Deutsche EuroShop AG Annual Report 2015

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