SUPERVISORY BOARD

Tasks and Responsibilities

The Supervisory Board regularly advises the Board of Management on the management of the company and monitors it. It is involved in decisions of fundamental importance for the company and appoints and dismisses the Members of the Board of Management, it decides on the compensation for the individual Members of the Board of Management and on the compensation system for the Board of Management, and also ensures long-term follow-up planning. The Supervisory Board ensures diversity in the composition of the Board of Management. The Supervisory Board is governed by rules of procedure which include a definition of the measures and transactions subject to an obligation of agreement.
The Supervisory Board is in regular contact with the Board of Management and discusses the strategy, business performance and risk management of the company. The Supervisory Board must also agree the annual financial plan and approve the annual financial statements of SURTECO SE and the Group.
The Supervisory Board defines concrete targets for its composition which take account of the specific situation of the company, the international operations of the company, potential conflicts of interest, an age limit to be defined for the Members of the Supervisory Board, and diversity. These concrete targets in particular provide for an appropriate participation of women.

Tasks and Authorities of the Chairman of the Supervisory Board

The Chairman of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the requirements of the Supervisory Board in the public domain. He is also chairman of the committees with the exception of the Audit Committee. This is chaired by another Member of the Supervisory Board.

Formation of Committees

The Supervisory Board of SURTECO SE has a Presiding Board and a Personnel Committee and an Audit Committee. The Chairman of the Audit Committee has specialist expertise and experience in the application of accounting principles and internal controlling procedures.

Composition

The composition of the Supervisory Board is based on § 95 sentence 2 of the Stock Corporation Act (AktG) in conjunction with § 8 Section 1 of the Articles of Association and the provisions of the agreement pursuant to §§ 13 Section 1 sentence 1, 21 SEBG between the special negotiating committees and the management of SURTECO AKTIENGESELLSCHAFT relating to the participation of the employees of SURTECO SE dated 13 February 2007. This states that the Supervisory Board of the Company shall be composed of nine members. Six members are elected by the Annual General Meeting. Three members are nominated to the Supervisory Board as employee representatives in accordance with the provisions of the agreement referred to above by the Works Councils of the three German companies of SURTECO SE with the most employees.
Members of the Supervisory Board should not exercise a total of more than three memberships of Supervisory Boards for companies outside the Group listed on the stock exchange or on Supervisory Boards of companies with comparable requirements. The Supervisory Board should not have more than two former members of the Board of Management. Members of the Board of Management may not be appointed as Members of the Supervisory Board before two years have elapsed after they have left the Board of Management, unless their appointment was proposed by shareholders who together hold more than 25 % of the voting rights in the company. Members of the Supervisory Board should not be older than 63 years of age when they take up their office.
The Supervisory Board is composed of members such that its members have the necessary knowledge, skills and specialist experience to be in a position to perform the necessary functions properly and appropriately.
The German Corporate Governance Code emphasises the obligation of the Members of the Supervisory Board to take responsibility for independently implementing the necessary training and advanced training measures necessary to carry out their functions, and recommends that the companies provide appropriate support for them in complying with these requirements. The Members of the Supervisory Board and SURTECO SE comply with this obligation and recommendation.

Compensation report of the Supervisory Board

This report describes the compensation system for the Supervisory Board and explaining the structure and the Ievel of compensation for individual Members of the Supervisory Board. lt takes into account the recommendations of the German Corporate Governance Code.

Compensation elements
The compensation for the Members of the Supervisory Board is regulated in § 12 of the Articles of Association . According to these statutes, the Members of the Supervisory Board receive a fixed annual remuneration for their activity amounting to € 3,000 at the end of a business year. The members of the Supervisory Board also receive an additional remuneration of € 400 for each dividend percent of € 1.00 exceeding the rate of 2 percent pursuant to the resolution on appropriation of profit adopted by the Annual General Meeting. The compensation increases by a factor of two times for the Chairman of the Board of Management and by one and a half times for a deputy chairman.

D&O insurance
A Directors' & Officers insurance ("D&O" liability insurance for purely financial lasses) is provided for Members of the Supervisory Board. The excess (deductible) amounts to € 50,000 for each insurance claim and year.

Other benefits
Members of the Supervisory Board receive no other amounts in remuneration above the compensation presented above or any other benefits for personally provided services, in particular for consultancy or mediation services.

Loans to Members of the Supervisory Board
During the reporting period, no advances or loans were granted to Members of the Supervisory Board of SURTECO SE.

Compensation for the Supervisory Board 2011:

Conflicts of interest

Each Member of the Supervisory Board has a duty to act in the interests of the company. The Supervisory Board makes all resolutions by a simple majority vote. If there is parity of voting, the Chairman of the Supervisory Board holds the casting vote.
Each Member of the Supervisory Board will disclose to the Supervisory Board any conflicts of interest, in particular such conflicts which may arise as a result of consultancy or exercise of official duties with customers, suppliers, lenders or other business partners. The Supervisory Board will provide information on any conflicts of interest that have occurred in its report to the Annual General meeting and on how these conflicts have been dealt with. Any substantial conflicts of interest to which a Member of the Supervisory Board is subject and which are not temporary should lead to termination of membership of the Supervisory Board.

Examination of Efficiency

The Supervisory Board of SURTECO SE will review the efficiency of its activities on a regular basis.