Articles of Incorporation of SMA Solar Technology AG (version dated ...

Articles of Incorporation of SMA Solar Technology AG (version dated June 22, 2008)
Art. 9
Rules of procedure and committees
(1) The Supervisory Board shall determine its own rules of procedure.
(2) The Supervisory Board can create committees and staff them from its midst. As far as
this is legally permissible, the Supervisory Board`s decision-making powers may be
transferred over to the committees.
(3) The composition, powers and procedures of the committees will be determined by the
Supervisory Board. To the extent that the Supervisory Board does not determine a
provision, art. 8 shall apply accordingly to the procedure of committees.
Art. 10
Confidentiality
(1) The members of the Supervisory Board shall keep confidential all confidential reports
and confidential negotiations as well as all secrets of the Company, in particular
business and trade secrets, which they have become aware of during their activity on
the Supervisory Board. This provision is also valid after the end of their term of office.
(2) If a member of the Supervisory Board wants to disclose information to a third party
and if it cannot be safely excluded that this information is confidential or relates to
secrets of the Corporation, said member shall inform the Chairman of the Supervisory
Board beforehand and give them the opportunity to make a statement.
Art. 11
Remuneration
(1) The members of the Supervisory Board shall receive, for the first time for the financial
year 2008 the following remuneration, in addition to the reimbursement of their cash
disbursements:
a) a fixed remuneration to the amount of EUR 10,000.00 payable after the end of
the financial year;
b) a variable annual remuneration based on the performance of the Company to
the amount of EUR 200.00 for each EUR 1,000,000.00 of annual surplus,
however, not more than EUR 20,000.00. The remuneration is payable after
the close of the General Meeting deciding upon the discharge of the
Supervisory Board for the financial year.
(2) The Chairman shall receive times the amounts, the Deputy 1.5 times the amounts
mentioned in para (1).
(3) Members of the Supervisory Board who participate in a committee shall receive an
additional EUR 1,500.00 per day of meeting; every chairman of a committee shall
receive twice this amount. The remuneration shall not be applicable for members of
the nomination committee. The remuneration shall be payable after the end of the
financial year.
(4) Members of the Supervisory Board or of a committee who were only in office for a
portion of the financial year in question shall receive these remunerations on a prorata
time basis.
(5) If a member of the Supervisory Board does not participate in a meeting of the
Supervisory Board, a third of the entire remuneration according to paras (1) and (2)
Page 6 of 9