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Pallet-Management-Services - AFM

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The Supervisory Board can draw up a rotation schedule for the<br />

Managing Directors.<br />

The Board of Managing Directors meets as often as a Managing<br />

Director requests a meeting. In the meeting of the Board of<br />

Managing Directors each Managing Director has a right to cast<br />

one (1) vote. All resolutions by the Board of Managing Directors<br />

shall be adopted by an absolute majority of the votes cast.<br />

The Board of Managing Directors shall timely provide the<br />

Supervisory Board with any such information as may be<br />

necessary for the Supervisory Board to perform its duties.<br />

Supervisory Board<br />

| CORPORATE | REPORT OF THE SUPERVISORY BOARD / CORPORATE GOVERNANCE / BOARD STRUCTURE |<br />

According to the articles of association:<br />

The Company has a Supervisory Board, consisting of at least<br />

three (3) natural persons, the precise number of whom is<br />

determined by the General Meeting of Shareholders. Presently<br />

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

The Supervisory Board Directors are appointed by the General<br />

Meeting of Shareholders for a maximum term of four (4) years,<br />

provided that, unless a Supervisory Board Director retires earlier,<br />

his appointment term expires on the day of the next General<br />

Meeting of Shareholders to be held in the fourth year after the<br />

year of his appointment. At expiration of this term a Supervisory<br />

Board Director can be reappointed with due observance of<br />

the provisions in the previous sentence, provided always that a<br />

Supervisory Board Director may not serve more than three (3)<br />

consecutive four-year terms.<br />

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

of the Board of Managing Directors and the general course of<br />

affairs of the Company and its affiliated business. It shall give<br />

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

Board can give instructions to the Board of Managing Directors<br />

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<br />

Director or the Board of Managing Directors may deem<br />

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

Supervisory Director has a right to cast one (1) vote. All<br />

resolutions by the Supervisory Board shall be adopted by an<br />

absolute majority of the votes cast.<br />

Members of the Board of Managing Directors<br />

Name Age Position<br />

Karl Pohler 53 Managing Director<br />

Douwe Terpstra 48 Managing Director<br />

Karl Pohler was Director A of the Company since December<br />

2000. At the implementation of the two-tier board structure on<br />

August 29, 2005 he automatically became a member of the<br />

Board of Managing Directors for a period of four (4) years since<br />

that date.<br />

Karl Pohler has also the main following functions:<br />

Chief Executive Offi cer of the Company since December 2000;<br />

Managing Director of IFCO SYSTEMS GmbH since September<br />

2000;<br />

Director of IFCO SYSTEMS North America since January 2002.<br />

Prior to joining IFCO SYSTEMS, Mr. Pohler was the chairman of<br />

the Board of <strong>Management</strong> of Computer 2000 AG, Munich and,<br />

at the same time, European president of Computer 2000/<br />

Tech Data Corp.. From 1997 to 1999, he served as CEO of<br />

Sony Deutschland GmbH, Cologne. From 1993 to 1996, Mr.<br />

Pohler chaired the Board of <strong>Management</strong> of Computer 2000<br />

Deutschland GmbH, Munich. From 1980 to 1992, he was active<br />

in executive management functions for Digital Equipment GmbH,<br />

Munich.<br />

35

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