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Committees of the Supervisory Board

The supervisory board has established an audit committee (Prüfungsausschuss) and a committee for executive board matters (Ausschuss für Vorstandsangelegenheiten).

Committee for Executive Board Matters (Remuneration Committee). It deals with the content of the Executive Board members’ employment contracts (including remuneration) and is authorized to make decisions to this extent. This excludes the appointment and recall of members of the Executive Board, however (responsibility of the full Supervisory Board). The committee is composed of two members of the Supervisory Board who are selected by the Annual General Meeting, including the Chairman of the Supervisory Board. This committee is made up of Franz Semmernegg (Chairman) and Harald Sommerer.

Audit Committee. It has the duties listed in Section 92 (4) AktG and Regulation (EU) No 537/2014, and is competent to make decisions to this extent. This includes auditing and preparing the approval of the annual Financial Statements and annual Consolidated Financial Statements, auditing the consolidated Corporate Governance Report and consolidated Non-Financial Report, handling the report on risk management pursuant to C-rule 83 of the ACCG, the review of the audit (Group audit) process and the independence of the auditor (including the evaluation and approval of non-audit services), the preparation of a proposal for the distribution of profit as well as the preparation of the report to the Annual General Meeting. Moreover, the Audit Committee prepares the proposal of the Supervisory Board for the selection of the annual auditor (consolidated accounts auditor), reviews the accounting process as well as the effectiveness of the internal control system and the risk management system.

A member of the Audit Committee must be a so-called financial expert. Persons who were formerly members of the Executive Board, managing director or annual auditor, as well as persons who certified the annual Financial Statements or annual Consolidated Statements in the last three years, cannot act as financial experts or as chairperson of the Audit Committee. This committee is made up of Franz Semmernegg (Chairman and financial expert), Harald Sommerer (financial expert) and Christian Windisch.

The auditor is to be included in the meetings of the Audit Committee which concern the preparation of the approval of the annual Financial Statements (Consolidated Financial Statements) and their auditing.