BASIC RULES: CODE OF CONDUCT

DIRECTIVES WHISTLEBLOWING MANAGEMENT

Management Board Chief Compliance Officer Local Compliance Officer Compliance Committee

Competition and antitrust laws Conflict of interests Handling of information and data Capital markets and communication

Safety, health and environment Social Compliance

Superiors General Management

Works Council Chief Compliance Officer

Management Board External Ombudsman

89 Financial statements

consolidated Financial statements Group ManaGeMent report

company Business and general conditions

net worth, financial and earnings position opportunity and risk report Related party disclosures information pursuant to section 289 and section 315 corporate governancce report post-balance sheet events Forecast report

Amount and structure

Criteria for assessing the appropriateness of the manag- ing Board compensation include the tasks of the individual Board members, their personal performance, the financial situation and the quantifiable performance of the company. When determining the managing Board compensation, the compensation structure within the GeRRY WeBeR Group and within our peer group is also taken into account. The total compensation of the managing Board consists of the following components: a non-performance-related fixed compensation component and variable, performance-re- lated compensation components. The performance-related components include components with a multi-year assess- ment base. in addition, the members of the managing Board receive other compensation (non-monetary compensation). no share-price-based compensation components exist.

Fixed compensation

The non-performance related fixed compensation is the contractually agreed basic compensation, which is paid in equal monthly instalments. in addition, the members of the managing Board receive other benefits in the form of non- monetary compensation, part of which are considered ben- efits in money’s worth and taxed accordingly. They include, in particular, the use of a company car as well as accident and liability insurance. The other benefits are recognised as fixed compensation components.

Performance-based compensation components

As a general rule, the performance-based, variable com- pensation components of the managing Board members depend on the degree to which the objectives set by the supervisory Board are achieved and their amount is de- pendent on the actual company performance. under man- aging Board contracts signed prior to the approval of the new regulations, i.e. prior to 24 may 2011, the variable compensation is dependent on the Group’s result before taxes; under contracts signed after 24 may 2011, its is dependent on the criteria outlined below. As a general rule, the variable compensation is capped in all contracts signed that suggest that the declaration of Conformity is not correct.

moreover, the supervisory Board has satisfied itself of the independence of the auditor as defined in Clause 7.2.1 of the dCGK.

compensatIon report

The compensation report summarises the principles for the determination of the total compensation of the managing Board members of GeRRY WeBeR international AG. it outlines the individual compensation components and the amount of the compensation of the individual managing Board members. The principles and the amount of the com- pensation of the supervisory Board members are also out- lined in this report. The compensation report forms part of the Group management report and, hence, of the audited consolidated financial statements.

compensation system

As a general principle, the managing Board compensation is designed to reward the striving for and achievement of successful corporate governance which is geared to sustain- able growth. moreover, the compensation must be in pro- portion to the size and the financial situation of the company and give special consideration to special achievements. The compensation must be attractive also in comparison with our competitors to ensure that excellent executives can be signed up and retained by GeRRY WeBeR international AG. The amount and the structure of the management Board compensation are defined and regularly reviewed by the supervisory Board. The composition of the compensation of the managing Board members was presented to the last Annual General meeting on 24 may 2011 and ap- proved by the latter. it applies to all managing Board con- tracts signed after the AGm’s approval. managing Board contracts signed prior to the approval of the new compensa- tion structure remain subject to the regulations that were in force at the time the contracts were signed.

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Gerry Weber InternatIonal aG annual report 2011/ 12

after adoption of the new regulations. The management con- tracts of Gerhard Weber and dr. david Frink were renewed after approval of the new regulations and therefore include a cap on the performance-based compensation.

pursuant to the reorganisation of the managing Board com- pensation for contracts signed after 24 may 2011, the amount of the variable compensation is, as a general rule, dependent on the degree to which objectives are achieved, with a distinction made between three types of objectives. a) The variable compensation is calculated on the basis of the return on assets of the GeRRY WeBeR Group. The return on assets is weighted with an achievement factor which reflects the degree to which objectives are achieved. The amount of the return on assets to be generated is determined on the basis of the company’s medium-term planning.

if 50% or more of the objectives are reached, each per- centage point, as well as fractions thereof, is multiplied by a factor of 0.02. The resulting factor is multiplied by a previously defined amount in euros. The result is the first variable compensation component. The maximum achievement of objectives is 150%, which means that the variable compensation is capped.

if the degree of achievement is 50% or less, the multi- plication factor is zero, which means that no variable compensation will be paid.

b) in addition to the variable compensation component de- fined under a) above, the supervisory Board may grant a performance-related bonus, which is dependent on the individual performance of the individual managing Board member. For this purpose, qualitative objectives are agreed with the individual members of the manag- ing Board. if 100% of the objectives are achieved, the bonus will be paid in full. if the managing Board member

exceeds or falls short of the objectives, the supervisory Board may increase or reduce the bonus by up to 50% of the fixed annual salary.

c) in the event of outstanding achievements and / or extra- ordinary positive developments, the supervisory Board may grant a special bonus and / or adjust the individual performance-related bonus of individual managing Board members in an appropriate manner.

Regulations relating to the termination of the managing Board contract

managing Board contracts provide for a severance pay- ment, including side benefits, that does not exceed the val- ue of two years’ compensation (severance payment cap) and compensates no more than the remaining term of the contract of the resigning managing Board member if the contract is terminated prematurely without serious cause. The regulations in the management contracts thus comply with the recommendations of the German Corporate Gov- ernance Code as amended on 12 may 2012.

managing Board members who lose their managing Board mandates due to a change of control on the shareholder side are entitled to a compensation payment. in accordance with the German Corporate Governance Code, the compensa- tion payments for the managing Board members amount to 150% of the severance payment cap, which is equivalent to three times the capitalised total annual compensation.

managing Board compensation for the financial year 2011/12

Against the background of the previously defined assess- ment base, the achievement of individual objectives by the managing Board members and taking into account the economic performance and situation of the GeRRY WeBeR Group, the total compensation of the managing Board of GeRRY WeBeR international AG for the fiscal year 2011/12

91 Financial statements

consolidated Financial statements Group ManaGeMent report

company Business and general conditions

net worth, financial and earnings position opportunity and risk report Related party disclosures information pursuant to section 289 and section 315 corporate governancce report post-balance sheet events Forecast report

Accordingly, the compensation of the supervisory Board comprises a fixed compensation component and the reim- bursement of necessary expenses. The fixed compensation is KeuR 60.0 per full financial year and is payable after the Annual General meeting for the past financial year; compensation for newly elected or retiring members is paid on a pro-rata temporis basis. The Chairman of the supervi- sory Board receives three times this amount, while the vice Chairman receives 1.5 times this amount.

The fixed compensation of the supervisory Board mem- bers for the financial year 2011/12 totalled KeuR 510.0 (previous year: KeuR 510.0) including the reimbursement of expenses.

The table below shows the compensation received by the individual members of the supervisory Board (where ap- plicable, the compensation received in the previous year is shown in parentheses):

in the financial year, no member of the supervisory Board received additional compensation and / or benefits for per- sonal services rendered, especially advisory services, from GeRRY WeBeR international AG or related parties.

in KEUR compensationFixed

Dr. Ernst F. Schröder (Chairman) 180.0 (180.0) Udo Hardieck (Vice Chairman) 90.0 (90.0) Charlotte Weber-Dresselhaus 60.0 (60.0) Dr. Wolf-Albrecht Prautzsch 60.0 (60.0) Olaf Dieckmann (60.0)60.0 Klaus Lippert (60.0)60.0 Total (510.0)510.0

amounts to euR 6.3 million (previous year: euR 5.9 million). As outlined in detail above, the total compensation of the managing Board includes a non-performance related fixed annual salary and non-performance-related other benefits as well as a performance-based compensation component. The table below shows details of the managing Board com- pensation for the fiscal year 2011/12 in itemised form. prior year figures are stated in parentheses.

As a general rule, all sideline activities must be approved. no payment is received for the performance of manage- ment and / or supervisory Board functions in Group member companies. in the past financial year, no member of the managing Board received benefits or corresponding com- mitments from third parties with regard to their activity as managing Board members.

compensation of the supervisory Board

The compensation is defined in section 13 of the statutes and was amended based on a resolution passed by the Annual General meeting on 24 may 2011. The aim of the adjustment was to achieve even greater independence of the supervisory Board as well as to reflect the liability risk as well as the generally higher workload, which is not least the result of the company’s growth.

in KEUR Fixed com-pensation componentvariable Total

Gerhard Weber (CEO) 751 (469) 3,800 (3,715) 4,551 (4,184) Doris Strätker 660 (660) 300 (300) 960 (960) Dr. David Frink (467)467 (307)320 (774)787 Total (1,596)1,878 (4,322)4,420 (5,918)6,298

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Gerry Weber InternatIonal aG annual report 2011/ 12