Technologies · Systems · Solutions - Dürr

Report of the Supervisory Board
The Board of Management and the Supervisory Board regularly discussed the orders,
sales, and earnings situation as well as the financial position of the Group and the
individual divisions. Among the main topics of the deliberations were debt reduction
and the need to improve profitability. In that connection, the Supervisory Board
regularly obtained comprehensive information on the status of the earnings
enhancement program and discussed important individual measures of the program
with the Board of Management.
After being informed in detail by the Board of Management, the Supervisory Board
consented to the issuance of a corporate bond and negotiation of a new syndicated
loan. Both transactions ensure Dürr’s long-term financing. To enable streamlining of the
Group’s organization, the Supervisory Board approved the initiation of a squeezeout
process at Carl Schenck AG and a cash settlement of € 157 per share for Schenck’s
minority shareholders.
At its meeting on December 17, 2004, the Supervisory Board appointed Ralf Dieter
as a regular member of Dürr AG’s Board of Management effective January 1, 2005.
Under the new rules of procedure for the Board of Management approved by the
Supervisory Board, Mr. Dieter has assumed responsibility for the Measuring and
Process Systems division. The Chairman of the Board of Management, Mr. Stephan
Rojahn, has taken over management of the Paint and Assembly Systems division.
Dr. Reinhold Grau, who joined the Board of Management in 2001, left the company at
his own request at the end of October 2004. The Supervisory Board wishes to thank
Dr. Grau for years of dedicated service that contributed substantially to the Dürr Group’s
evolution.
At the meeting on April 20, 2005, Martin Hollenhorst was named a regular member of
Dürr AG’s Board of Management effective immediately. Mr. Hollenhorst assumes
responsibility for the areas Finance/Tax, Controlling, and Law/Insurance as well as
Human Resources, Organization, and Risk Management. He succeeds Kay Bönisch,
who is leaving Dürr by mutual agreement. The Supervisory Board thanks Mr. Bönisch
for his great personal dedication.
In December 2004, the Board of Management and the Supervisory Board jointly issued
an updated declaration of compliance – pursuant to Sec. 161 of the German Stock
Corporation Law – to the effect that Dürr is largely following the recommendations of
the Government Commission German Corporate Governance Code. Please refer to
pages 15 to 17 for details concerning corporate governance at Dürr AG.
The Board of Management reported regularly and in a timely manner to the Supervisory
Board about existing risks. The Supervisory Board advised the Board of
Management regarding the expansion of risk control and monitoring systems.
The annual financial statements and management report prepared by the Board of
Management as of December 31, 2004, together with the consolidated financial
statements and consolidated management report of Dürr AG, were examined by the
auditors engaged by the Supervisory Board after their appointment by the annual
shareholders’ meeting. The auditor issued an unqualified auditor’s report. The annual
financial statements and consolidated financial statements, the management report
and consolidated management report, the proposal for the use of unappropriated profit
of Dürr AG, and the auditors’ reports concerning the auditing of the annual financial
statements and of the consolidated financial statements were submitted to all mem-
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