ALTANA

Compensation of the Supervisory Board and Management Board

The compensation of the Supervisory Board is governed in section 18 of ALTANA AG’s articles of association. The amount of the compensation is related to the tasks and responsibilities of the Supervisory Board members and to the size and economic success of the Company. The compensation is comprised of a fixed and a variable component. The variable component is determined based on the operating income (EBIT) of ALTANA.

The amount of the compensation of the Management Board members of ALTANA AG is related to the size of the Company, to its economic and financial situation, as well as to the amount and structure of the management board compensation in comparable companies. In addition, the scope of duties, the experience and the contribution of the respective Management Board member, as well as the compensation structure that otherwise exists in the Company are taken into account when assessing the compensation.

The compensation of the Management Board is largely depending on performance. It consists of fixed compensation, variable bonuses (short-term bonus and long-term bonus) and a component with a long-term incentive. The predominant part of the variable compensation of the Management Board has a multi-year assessment basis. In addition to the cash compensation, the Management Board members are entitled to post-employment benefits and receive compensation in kind, primarily in the form of company car usage and insurance premiums.

The short-term bonus for 2015 was determined on a one-year basis. It is based on the development of earnings before interest, taxes and depreciation and amortization (EBITDA) as well as the return on capital employed (ROCE), each in comparison to the respective target values established by the Supervisory Board. The long-term bonus 2015 was calculated based on the development of net income after cost of capital (“ALTANA Value Added”) over a period of three years. In 2015, as a component with long-term incentive, the Management Board members were granted AEP Awards under the “ALTANA Equity Performance 2015” plan. None of the members of the Management Board was entitled to special benefits in the case of premature or regular termination of their engagement.

In 2015 and 2014, the compensation of the Supervisory Board amounted to € 1.0 million and € 1.1 million. Of the total compensation, € 0.6 million were fixed in both years. An amount of € 0.4 million and of € 0.5 million related to the variable portion in 2015 and 2014, respectively. The salary paid to employee representatives, in addition to the compensation paid out to them related to their function as Supervisory Board members is at arm’s length.

In 2015 and 2014, respectively, total compensation paid in cash to the Management Board including remuneration in kind amounted to € 3.8 million and € 2.9 million, of which € 1.6 million and € 1.1 million related to fixed compensation and € 2.2 million and € 1.8 million related to variable compensation. On December 31, 2015 and 2014, provisions for post-employment benefits of € 3.0 million and € 9.1 million were recognized; the corresponding service cost amounted to € 0.7 million and € 0.5 million in 2015 and 2014, respectively.

In 2015, the Management Board members received ALTANA Equity Performance Awards as compensation with a long-term incentive effect from the “ALTANA Equity Performance 2015” (AEP) plan. In 2015 and 2014, respectively, a preliminary number of 2,416 and 2,946 ALTANA Equity Performance Awards were granted to the Management Board, with a value of € 0.7 million and € 0.6 million. The final number of ALTANA Equity Performance Awards as well as the payout amount at the end of the four-year term of the plan depends on the development of the company value. In 2015, at the end of the term of the AEP Tranche 2011, 5,285 AEP Awards were finally allocated, resulting in payments of € 1.3 million to beneficiaries. In 2014, at the end of the term of the AEP Tranche 2010, 6,654 AEP Awards were finally allocated, resulting in payments of € 1.1 million to beneficiaries. As of December 31, 2015 and 2014 the provisions for AEP Awards amounted to € 2.6 million and € 1.9 million; the initial investment was measured at € 1.0 million and € 0.7 million, and is recognized in other liabilities (see note 20). For more details on the AEP see note 22.

For former members of the Management Board and their surviving dependents, a pension provision in the amount of € 19.7 million and € 13.9 million was recorded as of December 31, 2015 and 2014, respectively. In 2015 and 2014 the pension payments totaled € 1.1 million and € 1.2 million. In 2014 for the last time, € 0.3 million were paid to former members of the Management Board resulting from deferred compensation items from prior years.