Executive Board Compensation

The Executive Board compensation is performance-oriented. The total compensation of the Executive Board members consists of a fixed component and a variable, performance-related component. The performance-related component, which represents the annual bonus, depends on the achievement of defined financial targets. These targets are determined by the personnel committee of the Supervisory Board on an annual basis. The performance-related component is calculated particularly on the basis of the EBT of the Bechtle Group and is aligned with the achievement of defined threshold values. The bonus is capped. If the actual earnings fall short of the profit target by more than 50 per cent, no bonus will be paid.

The company does not grant the Executive Board members any variable compensation component that provides a long-term incentive effect and is subject to risk, and the company has not made any pension commitments. The Supervisory Board did not conclude any agreements between the company and members of the Executive Board for the case of a change of control due to a takeover bid.

The Annual General Meeting of 20 June 2006 decided to make use of the opting-out clause. Thus, Bechtle AG is exempted from the legal requirement for individualised disclosure of the Executive Board compensation until and including 2010 (Section 4.2.4 DCGK). In view of the relatively small number of Executive Board members, the company is of the opinion that the disclosure of the total Executive Board compensation and the itemisation in fixed and variable components provide adequate transparency.

For the fiscal year 2008, the fixed compensation of the Executive Board amounted to 556 th. euros (prior year: 729 th. euros), and the total compensation amounted to 1,356 th. euros (prior year: 1,409 th. euros).

EXECUTIVE BOARD COMPENSATION in euros

The German Corporate Governance Code recommends limiting the severance of an Executive Board member in the event of premature termination of his activity without good cause to the compensation for two years (severance cap) or not to compensate more than the residual term of the contract (Section 4.2.3 (4) DCGK). The Supervisory Board of Bechtle AG endeavours to bind the Executive Board members to the company for long terms, if possible. The Supervisory Board of Bechtle AG does not consider a formal limitation by means of an agreement to be practicable. Thus, the legal provisions apply in this case. In the opinion of the Supervisory Board, the legal provisions adequately account for the mutual interests in the event of departure of an Executive Board member and therefore form an appropriate basis. The company intends to continue to handle this issue in this way. In the opinion of Bechtle AG, deviating from the recommendation serves the company’s interests in this instance. However, to take the basic tenor of the recommendation into consideration, the company will, in the event of premature cancellation of an Executive Board contract by mutual consent, conclude a severance agreement that complies with the principle of reasonableness with the affected Executive Board member.