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The remuneration for the Board of Management for the financial year was as
follows: A fixed amount of TEUR 250 and a variable amount of TEUR 430 for
Mr Jürgen Kassel and a fixed amount of TEUR 250 and a variable amount of
TEUR 430 for Mr Rainer Hribar.In addition, benefits in kind of TEUR 4 were
granted to Mr Kassel and TEUR 62 to Mr Hribar.
An additional component of the remuneration of the Board of Management is
share-based, in the form of share options, which were issued to the Group’s
Managing Directors on the conditions of the 2004 VBH Holding share option
plan adopted by the Annual General Meeting of VBH Holding AG on 24 May
2004. 600,000 share options were divided equally between the Board of Management
members. A third of the options granted can, at the earliest, be exercised
two years (»two-year waiting period«) after the issue date. A further third can, at
the earliest, be exercised three years after the issue date and the remaining
third, at the earliest, four years after the respective issue date. The prerequisite
for the exercise of option rights is that the relative development of the value of
the Company’s share is better between the day of issue of the options and the
respective exercise date than the development of the value of the SDAX.
The monetary value of the share options was created based on an actuarial
valuation. The »fair value« of the options is EUR 0.84. The total value of the issued
options amounts to TEUR 504.
There are pension obligations (in accordance with IFRS) in respect of the members
of the Board of Management, which amount to TEUR 466 in the case of
Mr Hribar and TEUR 418 in the case of Mr Kassel. The provisions in the year
under review totalled TEUR 95.
TEUR 5.567 has been reserved in the Group for pension obligations (in accordance
with IFRS) in respect of previous members of the Board of Management/
management and its surviving dependants.
In the event of early termination of service, the Board of Management contracts
contain no express commitment to severance payment.
Members of the Board of Management do not receive loans from the Company.
According to Section 6 of the Articles of Association of VBH Holding AG,the
Board of Management of the Company shall consist of at least two members.
The Supervisory Board decides on the number of members of the Board of
Management, their appointment and the cancellation of their appointment as
well as employment contracts.
Remuneration of the Supervisory Board
Section 12 of the Articles of Association lays down the remuneration structure of
the Supervisory Board of VBH Holding AG.In accordance with the regulations,
members of the Supervisory Board receive a fixed remuneration portion and a
variable remuneration portion. In addition to the reimbursement of their expen-
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