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Pallet-Management-Services - AFM

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Board of Managing Directors<br />

According to the articles of association:<br />

The Board of Managing Directors is in charge of managing the Company. It shall consist out of<br />

one or more Managing Directors. Presently, the Board of Managing Directors consists of two<br />

Managing Directors.<br />

The Managing Directors are appointed by the General Meeting of Shareholders. They are<br />

appointed for a maximum period of four (4) years, provided that, unless a Managing Director<br />

resigns at an earlier date, his appointment term ends on the day of the next General Meeting of<br />

Shareholders to be held in the fourth year after the year of his appointment. A Managing Director<br />

can be reappointed for consecutive periods of not more than four (4) years and with due<br />

observance of the provisions in the preceding sentence. The Supervisory Board can draw up a<br />

rotation schedule for the Managing Directors.<br />

The Board of Managing Directors meets as often as a Managing Director requests a meeting. In<br />

the meeting of the Board of Managing Directors each Managing Director has a right to cast one<br />

(1) vote. All resolutions by the Board of Managing Directors shall be adopted by an absolute<br />

majority of the votes cast.<br />

The Board of Managing Directors shall timely provide the Supervisory Board with any such<br />

information as may be necessary for the Supervisory Board to perform its duties.<br />

Supervisory Board<br />

According to the articles of association:<br />

The Company has a Supervisory Board, consisting of at least three (3) natural persons, the<br />

precise number of whom is determined by the General Meeting of Shareholders. Presently the<br />

Supervisory Board consists of six (6) natural persons.<br />

The Supervisory Board Directors are appointed by the General Meeting of Shareholders for a<br />

maximum term of four (4) years, provided that, unless a Supervisory Board Director retires<br />

earlier, his appointment term expires on the day of the next General Meeting of Shareholders to<br />

be held in the fourth year after the year of his appointment. At expiration of this term a<br />

Supervisory Board Director can be reappointed with due observance of the provisions in the<br />

previous sentence, provided always that a Supervisory Board Director may not serve more than<br />

three (3) consecutive four-year terms.<br />

The duty of the Supervisory Board is to supervise the policies of the Board of Managing<br />

Directors and the general course of affairs of the Company and its affiliated business. It shall<br />

give advice to the Board of Managing Directors. The Supervisory Board can give instructions to<br />

the Board of Managing Directors outlining the Company's general financial, social, economic,<br />

investment, staffing and environmental policy.<br />

The Supervisory Board shall meet as often as a Supervisory Director or the Board of Managing<br />

Directors may deem necessary. In the meeting of the Supervisory Board each Supervisory<br />

7

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