Deutsche Börse : Remuneration of the members of the Supervisory Board

Regarding agenda item 9: Remuneration of the members of the Supervisory Board

Under agenda item 9, a resolution on the remuneration of the members of the Supervisory Board is to be adopted in accordance with section 113 (3) of the AktG. The Executive Board and the Supervisory Board propose that the amounts of remuneration be partially adjusted and that the structure and the remuneration system for the members of the Supervisory Board otherwise remain unchanged. In analogous application of section 87a (1) sentence 2 of the AktG that system is as follows:

The remuneration system for the members of the Supervisory Board shall be governed by statutory requirements and complies with the requirements of the GCGC. The remuneration is stipulated in article 13 (6) to (12) of the Company's Articles of Incorporation.

The Supervisory Board remuneration is structured as fixed remuneration plus an attendance allowance. This complies with Recommendation G. 18 sentence 1 of the GCGC. The members of the Supervisory Board shall receive a fixed annual remuneration of EUR 110,000.00. In line with Recommendation G. 17 of the GCGC, the higher time commitment for the Supervisory Board chairperson and the deputy chairperson and for Supervisory Board committee chairpersons and members shall be taken into account and increased remuneration should be paid to them. In future, the remuneration for the Supervisory Board chairperson shall be EUR 300,000.00; the remuneration for the deputy chairperson shall be EUR 165,000.00. Members of Supervisory Board committees shall receive additional fixed annual remuneration of EUR 35,000.00 for each committee membership. Members of the Audit Committee shall receive additional fixed annual remuneration of EUR 50,000.00. The remuneration shall be increased to EUR 60,000.00 for committee chairpersons, and to EUR 100,000.00 for the chairperson of the Audit Committee. If a Supervisory Board member participates in multiple committees, only the activities in a maximum of two Supervisory Board committees shall be remunerated, and the remuneration for their activities shall not exceed that for the two most highly remunerated committees in

which they participate.

Members of the Supervisory Board who only sit on the board for part of any given financial year shall receive one twelfth of the fixed annual remuneration for each month of membership commenced in that year and shall be remunerated on a pro rata basis for any committee membership. The remuneration shall be due and payable as a one-off payment

after the Annual General Meeting, which is presented with or approves the consolidated financial statements for the remuneration year.

The members of the Supervisory Board shall receive an attendance allowance of EUR 1,000.00 for every meeting of the Supervisory Board or its committees they attend. If several meetings are held on a single day, the attendance allowance shall only be payable once.

The fact that the Supervisory Board only receives fixed remuneration fosters its independence, thereby having particular regard for its supervisory and advisory role. This stands in contrast to the largely variable remuneration of the Executive Board which is oriented on Deutsche Börse Aktiengesellschaft's growth strategy. Appropriate and fair remuneration for the Supervisory Board members is also an important competitive factor in order to attract qualified candidates to the Supervisory Board and thus ensure that the Executive Board receives optimal supervision and advice. The remuneration system

for the members of the Supervisory Board thereby helps further the business strategy and promotes Deutsche Börse Aktiengesellschaft's development long term.

With the assistance of the Nomination Committee, the Supervisory Board regularly reviews whether the remuneration of its members is commensurate with their duties and the Company's financial position by conducting a horizontal market comparison. To do so, it may engage independent external experts, which it did this past financial year.

In view of the special nature of the Supervisory Board's work, the Supervisory Board remuneration is by contrast generally not reviewed in a vertical comparison with that of employees of Deutsche Börse Aktiengesellschaft or Deutsche Börse Group. Taking into account the outcome of the comparative view and the Supervisory Board's assessment, it and the Executive Board may submit a joint proposal to the Annual General Meeting to modify the Supervisory Board's remuneration. Irrespective of that, the Annual General Meeting resolves at least every four years on the Supervisory Board's remuneration, including the remuneration system on which that remuneration is based, in accordance with section 113 (3) of the AktG. A resolution confirming the remuneration is also possible in this respect.

Published by

Deutsche Börse AG

60485 Frankfurt/Main www.deutsche-boerse.com