SINGULUS
TECHNOLOGIES

Annual Report 2018

Remuneration report

This remuneration report is a component of the combined management report for the SINGULUS TECHNOLOGIES Group and SINGULUS TECHNOLOGIES AG. It includes disclosures that – pursuant to the provisions of the German Commercial Code (Handelsgesetzbuch, "HGB") (§ 289a (2) in conjunction with § 285 (9) HGB) – form part of the notes to the financial statements in accordance with § 314 (1) (6) HGB or the management report in accordance with § 315a (2) HGB. The remuneration report explains the principles and structure of the remuneration system for the Executive Board and Supervisory Board of SINGULUS TECHNOLOGIES AG and also discloses the remuneration awarded to the individual Executive Board and Supervisory Board members for the performance of their duties at the Company in fiscal year 2018 pursuant to the statutory requirements and the recommendations of the German Corporate Governance Code in the version dated February 7, 2017 (the Code). It also takes into account the requirements of German Accounting Standard (GAS) 17.

A. Remuneration of the Executive Board

I. Composition of the Executive Board in fiscal year 2018

Dr.-Ing. Stefan Rinck
Chief Executive Officer, Executive Board member responsible for Production, Sales and Marketing, Technology, Research and Development, and Strategy and International Activities

Dipl.-Oec. Markus Ehret
Executive Board member responsible for Finance, Controlling, Investor Relations, Human Resources, Purchasing and IT

II. Description of the remuneration structure

1 Overview of the remuneration structure

1.1 Design and objectives of the remuneration structure

The remuneration of the individual Executive Board members is set and regularly reviewed by the Supervisory Board. The objective is to appropriately compensate the members of the Executive Board on the basis of their duties and responsibilities, taking into account their individual performance as well as the economic situation, success and future prospects of the Company.

The remuneration structure centers on sustainable business development and comprises fixed and variable remuneration. The fixed, non-performance-based remuneration component consists of a fixed annual salary, pension benefits financed by the Company and benefits in kind. The performance-based component consists of a variable bonus and a share-based remuneration component (phantom stocks). The variable bonus is intended to reward the respective members of the Executive Board for their motivation and commitment and to reinforce their connection to the Company. The variable bonus is tied to the achievement of individual targets related to the Company's financial, operating and strategic objectives. The Supervisory Board sets new targets every year and individually agrees these with the Executive Board members following the approval of the budget for the subsequent year. By linking the remuneration to the Company's performance and its sustainable share performance, the objective of the phantom stock program is to function as a long-term incentive and retention mechanism. The phantom stocks may be exercised upon expiry of the two-year vesting period in tranches of 25 % every six months when the Company's share price is a certain minimum percentage above the exercise price. The phantom stocks are therefore a remuneration component with a multi-year measurement basis that closely aligns the interests of the beneficiaries and those of the shareholders.

The variable bonus, along with the phantom stocks and remuneration, are all capped at a maximum value recommended by the German Corporate Governance Code.

In setting the target remuneration, the Supervisory Board considers the remuneration that similar companies pay to the members of their management teams as well as the "vertical" appropriateness of the remuneration in comparison to the other salary levels at the Company. The Supervisory Board aims to retain the members of the Executive Board with the Company for the long term and incentivize them to increase the enterprise value. In addition, the variable remuneration is intended to motivate the members of the Executive Board, while at the same time providing a means to take the Company's economic situation into account when setting the bonus. The Supervisory Board reviews the remuneration on a regular basis at its first Supervisory Board meeting of the year. In this review, the Supervisory Board compares an Executive Board member's individual performance and responsibilities against the performance and responsibilities of other Executive Board members as well as the Company's economic situation.

By resolution of the Supervisory Board on January 26, 2017, the appointment of Dr.-Ing. Stefan Rinck as a member of the Executive Board was extended early by five years until August 31, 2022, and the former service agreement was replaced by a revised service agreement effective as of September 1, 2017. By resolution of the Supervisory Board on January 25, 2018, the service agreement with Mr. Markus Ehret was revised with effect as of January 1, 2018, for the remaining term until December 31, 2019. The revised agreements serve to reflect the amendments to the Code effected in the meantime and to further harmonize the remuneration structure of both members of the Executive Board. In light of the new service agreements signed for each of the members of the Executive Board, the Supervisory Board had the remuneration system reviewed by an independent consultant in the spring of 2018. The review concluded that the remuneration system meets the statutory requirements and complies with the recommendations of the Code. Furthermore, by resolution on June 28, 2018, the Annual General Meeting approved the applicable system for remuneration of Executive Board Members.

1.2 Breakdown of remuneration

Remuneration generally comprises performance-based and non-performance-based components

The non-performance-based remuneration component consists of a fixed annual salary, pension benefits financed by the Company and benefits in kind. The benefits in kind include company vehicles and insurance as well as a defined-contribution company pension financed by the Company.

The performance-based component consists of a variable bonus and phantom stocks (virtual shares). In accordance with the Executive Board service agreements, special one-time payments to account for outstanding performance may still be granted by the Supervisory Board in addition to the variable remuneration.

The variable bonus is tied to the achievement of individual targets related to the Company's financial, operating and strategic objectives. The Supervisory Board sets new targets every year and individually agrees these with the Executive Board members following the approval of the budget for the subsequent year. The target agreements comprise 50 % financial targets, 30 % operational targets, and 20 % strategic targets. The variable bonus is not to exceed 80 % of the fixed salary so that the target remuneration at the maximum bonus amount comprises approximately 56 % fixed salary and around 44 % of the annual bonus payment. If the annual targets of the respective Executive Board members are exceeded, the Supervisory Board may stipulate target achievement of up to 120 % in an individual case at its discretion. For presumed 100 % target achievement, on average the bonus equals the maximum bonus. If the targets are not met or only partially met at less than 50 %, the Supervisory Board decides at its own discretion whether and to what extent the variable remuneration is paid.

Since fiscal year 2011, the Company has granted phantom stocks to the members of the Executive Board every year in accordance with the phantom stock program approved by the Supervisory Board. The terms of the program were adjusted for Dr.-Ing. Stefan Rinck and Mr. Markus Ehret for in their respective revised service agreements. In each case, the amendments are primarily technical in nature.

By linking the remuneration to the Company's performance and its sustainable share performance, the objective of the phantom stock program is to function as a long-term incentive and retention mechanism. The phantom stocks are a remuneration component with a multi-year measurement basis that closely aligns the interests of the beneficiaries and those of the shareholders, thereby creating sustainable shareholder value. The phantom stocks are allocated free of charge as a further component of remuneration. Each individual phantom stocks is designed as a virtual stock option and, upon expiry of a vesting period and achievement of a performance target, entitles the bearer to receive a payment equal to the difference between the applicable exercise price and the reference price upon exercise and for one bearer share of the Company's stock at par value of EUR 1.00 each. The exercise price is the non-weighted average closing price (or a corresponding closing price) of the Company's shares on the Xetra trading platform (or a functionally comparable successor system to the Xetra trading system) of the Frankfurt Stock Exchange on the five trading days prior to the issue date. The reference price is the (non-weighted) average closing price (or a corresponding closing price) of the Company's shares on the Xetra trading platform (or a functionally comparable successor system to the Xetra trading system) of the Frankfurt Stock Exchange on the five trading days prior to the exercise date. Phantom stocks may be exercised for the first time after the expiration of the two-year vesting period, which begins on the issue date. The term of the phantom stocks amount to five years from the respective issue date.

Phantom stocks not exercised by the end of this term lapse without substitute or compensation. The stock options may be exercised upon expiry of the vesting period within a period of 14 trading days beginning on the sixth trading day (inclusive) following publication of the quarterly reports for the first or third quarter ending on June 20 or December 20 of this fiscal year (exercise period). If exercise is not possible during the exercise period due to a deferment in accordance with Article 17 (4) of the Market Abuse Regulation (MAR), the exercise period extends for the duration of the deferment. No more than 25 % of the phantom stocks issued can be exercised at one time within the exercise period. If an exercise tranche is not exercised within a certain exercise period, it can be exercised additionally in the following exercise periods. Furthermore, the phantom stocks may only be exercised if the performance target is met, i.e., if the reference price is at least 15 % higher than the exercise price on the exercise date.

Within the term of the phantom stocks, the phantom stocks may also be exercised early, i.e., outside of the respective exercise period and before expiry of the vesting period, if a takeover bid as defined in § 29 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") for the Company's shares was published or a person gains control as defined in § 29 (2) WpÜG. In these cases, all phantom stocks can be exercised, regardless of whether or not the performance target is met.

When exercised, phantom stocks entitle the bearer to payment exclusively in the form of a cash settlement. The cash settlement is limited to three times the amount of the exercise price per phantom stock. Furthermore, the service agreements of both members of the Executive Board also include an additional threshold under which the cash settlement to be paid within a given year may not exceed the annual fixed remuneration. The Company's treasury shares may not be used to satisfy the obligations arising in connection with the phantom stock program.

1.3 Maximum limits

Section 4.2.3 (2) sentence 6 of the Code recommends that the remuneration of Executive Board members be capped, both overall and for variable remuneration components. The Supervisory Board considers maximum limits on the Executive Board's remuneration to be generally useful and implemented such caps as follows:

The service agreements of the two current members of the Executive Board provide for caps on the variable remuneration components. These caps are derived from the remuneration system and monitored by the Supervisory Board. At its discretion, the Supervisory Board may increase the variable bonus for the respective member of the Executive Board to up to 120 % of the target amount if the annual targets are exceeded. However, the variable bonus may not exceed 80 % of the fixed salary; this also applies when the target achievement exceeds 100 %.

Members of the Executive Board also receive phantom stocks. The Supervisory Board decides the number of phantom stocks to grant at its own discretion. However, the cash settlement due upon exercising the phantom stocks is limited to three times the amount of the exercise price per phantom stock. Furthermore, the cash settlement to be granted over the course of one year from the phantom stock program may not exceed the annual fixed salary. This also applies when exercise tranches mature during one year and originate from phantom stock programs of different years. This threshold does not apply if the phantom stocks are exercised early in the event of a takeover bid or change of control.

Any one-time special payment granted by the Supervisory Board under revised service agreements is limited to no more than half of the fixed salary and is subject to the overall cap on remuneration constituting the maximum amount a member of the Executive Board can receive in the course of one year.

The maximum remuneration that the respective member of the Executive Board can receive over the course of one year (fixed and variable remuneration including ancillary benefits, a potential special payment and pension contributions) is limited to 3.5 times the fixed salary set in each case. The maximum threshold does not apply to any severance payments and payments under the phantom stock program for phantom stocks exercised early following a change of control.

2. Fixed remuneration

The fixed, non-performance related, annual remuneration of members of the Executive Board is paid in twelve equal amounts at the end of each month, and the final pa yment for the full month in which the service agreement ends. The appropriateness of the remuneration is reviewed annually and adjusted if necessary. Adjustments may also be made due to special one-time payments. In fiscal year 2018, the annual fixed remuneration for Executive Board members amounted to EUR 440,000 for Dr.-Ing. Stefan Rinck and EUR 300,000 for Mr. Markus Ehret.

The fixed remuneration paid to the members of the Executive Board in fiscal year 2018 amounted to a total of EUR 740,000.

3. Short-term variable remuneration

In addition to the fixed salary, the Company pays the members of the Executive Board variable remuneration (bonus) measured annually, the amount of which the Supervisory Board sets for the respective fiscal year on the basis of the targets agreed each year. Based on the target agreements for fiscal year 2018 with each of the members of the Executive Board, the Supervisory Board set the target achievement for both members of the Executive Board at 95 % each for the 2018 fiscal year. The variable remuneration granted on the basis of the individual target arrangements and pursuant to the target achievement rate for fiscal year 2018 amounted to EUR 278,350 for Dr.-Ing. Stefan Rinck and EUR 177,334 for Mr. Markus Ehret, a total of EUR 455,684.

Furthermore, the Supervisory Board also has the right to grant members of the Executive Board special payments for outstanding performance at its discretion. The Supervisory Board did not exercise the option to grant a member of the Executive Board a special payment in fiscal year 2018.

4 Long-term variable remuneration (phantom stocks)

SINGULUS TECHNOLOGIES AG grants phantom stocks to the members of the Executive Board every year in accordance with the phantom stocks program approved by the Supervisory Board. In fiscal year 2018, the Company granted the members of the Executive Board a total of 250,000 (previous year: 250,000) phantom stocks, of which 150,000 were granted to Dr.-Ing. Stefan Rinck (previous year: 150,000) and 100,000 to Mr. Markus Ehret (previous year: 100,000). The fair value of these virtual shares on the date issued amounted to EUR 4.554 per phantom stocks (previous year: EUR 3.146). Consequently, including the 250,000 phantom stocks issued in fiscal year 2018 and less the phantom stocks exercised in fiscal year 2018, the members of the Executive Board still held around 668,750 phantom stocks at the end of fiscal year 2018.

Dr.-Ing. Stefan Rinck exercised the phantom stocks on December 4, 2018, as follows and received the following settlement payments: (i) 2015 program: 390.6 shares, EUR 1,471.10 and (ii) 2016 program: 31,250 shares, EUR 213,206.25. For him, the total settlement payments thus amounted to EUR 214,677.35. Mr. Markus Ehret also exercised the phantom stocks on December 4, 2018, as follows and received the following settlement payments: (i) 2015 program: 312.5 shares, EUR 1,176.88 and (ii) 2016 program: 25,000 shares, EUR 170,565.00. For him, the total settlement payments thus amounted to EUR 171,741.88.

Dr.-Ing. Stefan Rinck held 393,750 virtual shares at the end of fiscal year 2018, comprised as follows: (i) 93,750 remaining virtual shares from the 2016 program, (ii) 150,000 virtual shares from the 2017 program, and (iii) 150,000 virtual shares issued in fiscal year 2018. Mr. Markus Ehret held 275,000 virtual shares at the end of fiscal year 2018, comprised as follows: (i) 75,000 remaining virtual shares from the 2016 program, (ii) 100,000 virtual shares from the 2017 program, and (iii) 100,000 virtual shares issued in fiscal year 2018.

The fair value of the virtual shares allocated on an accrual basis led to an expense of EUR 0.7 million in fiscal year 2018. EUR 400 thousand (previous year: EUR 411 thousand) is attributable to Dr.-Ing. Stefan Rinck's virtual shares and EUR 276 thousand (previous year: EUR 311 thousand) to Mr. Markus Ehret's virtual shares.

5. Other remuneration

The members of the Executive Board also receive ancillary benefits in the form of benefits in kind, such as company vehicles or lump-sum compensation for using a private vehicle for business purposes and casualty and third-party liability insurance. Since these ancillary benefits represent a remuneration component, the individual Executive Board members must pay taxes on these ancillary benefits.

In fiscal year 2018, other remuneration amounted to EUR 46 thousand for Dr.-Ing. Stefan Rinck and EUR 27 thousand for Mr. Markus Ehret. In fiscal year 2018, the members of the Executive Board did not receive any additional remuneration in connection with their duties as managing directors of a subsidiary. A lump-sum share of 15 % of the fixed remuneration and the one-year variable remuneration is considered remuneration for these activities.

6. Pension commitments

Members of the Executive Board receive a defined-contribution company pension benefit financed by the Company. The Company grants Executive Board members an annual pension contribution amounting to a certain percentage of the respective gross annual fixed salary stipulated in their service agreements. This type of pension scheme allows the Company to reliably calculate the annual – and thus also long-term – expenditures. The amount of the pension commitments was calculated as a percentage of the fixed remuneration on the basis of an approximate target amount of benefits at retirement, a hypothetical term of office and the expected interest rate development in accordance with actuarial principles. However, the actual amount of benefits at retirement is not specified for defined contribution plans, because this depends on the length of service on the Executive Board and interest rate developments.

The annual pension plan contribution for Dr.-Ing. Stefan Rinck since January 1, 2012, amounts to 59.97 % of the annual fixed remuneration; the annual pension plan contribution for Mr. Markus Ehret since January 1, 2018, amounts to 31.58 % of the annual fixed remuneration. The annual expense for the Company in fiscal year 2018 was around EUR 359 thousand (previous year: EUR 352 thousand), of which around EUR 264 thousand (previous year: EUR 264 thousand) was for Dr.-Ing. Stefan Rinck and around EUR 95 thousand (previous year: EUR 88 thousand) for Mr. Markus Ehret.

In 2011, the Company outsourced the pension plan to Towers Watson Second e-Trust e.V. ("Towers Watson"). Retirement and survivor benefits are granted as pension benefits. The pension scheme stipulates that pension benefits will be granted as a monthly pension or a one-time capital payment if the Executive Board member terminates his service after turning 63 years of age. If the Executive Board member terminates his service prior to attaining the age of 63, but no sooner than turning 60 years of age, the early retirement benefits are granted as an early monthly pension or an early one-time capital payment, provided the Executive Board member requests the payment of the early retirement benefits at the date he departs the Company. The amount of the (early) retirement benefits is based on actuarial principles in accordance with the reinsurer's rate structure. Towers Watson takes out the corresponding reinsurance to insure the pension benefits. The rights from these agreements fall exclusively to Towers Watson. In the event that a member of the Executive Board dies before (early) retirement benefits are claimed, the surviving spouse shall receive a one-time lump sum. The amount of the one-time survivor's lump sum is calculated at the time of the insured event and corresponds to the respective amount of the pension contributions that must be refunded in the event of death prior to the start of retirement under the reinsurance policy taken out by Towers Watson for the Executive Board.

In the event of a death after (early) retirement benefits have been claimed in the form of a monthly rent, but prior to the expiry of 20 years since the start of retirement, the surviving spouse shall receive a temporary survivor's pension until the expiry of said 20-year period. If there is no eligible surviving spouse, the surviving children will, under certain circumstances, each receive the survivor's benefits in equal parts.

If a member of the Executive Board leaves SINGULUS TECHNOLOGIES AG prior to the occurrence of an insured event, that member shall keep prorated vested pension benefits regardless of whether or not the statutory vesting period under the applicable provisions of the German Company Pensions Act (Betriebsrentengesetz) applies at the time the member departs the Company.

III. Individual remuneration

The total remuneration granted to the members of the Executive Board amounted to EUR 2,790 thousand in fiscal year 2018 (min.: EUR 1,172 thousand; max.: EUR 3,272 thousand) (previous year: EUR 2,411 thousand). Of this amount, EUR 740 thousand (previous year: EUR 720 thousand) relates to fixed, non-performance related remuneration components and EUR 480 thousand (min: EUR 0 thousand; max: EUR 592 thousand (previous year: EUR 480 thousand)) to variable, one-year performance-related remuneration components. EUR 73 thousand (previous year: EUR 73 thousand) is attributable to non-performance related benefits in kind and other benefits and EUR 359 thousand (previous year: EUR 352 thousand) to pension expense. The virtual shares (phantom stocks) granted in fiscal year 2018 amounted to a total of 250,000 shares (previous year: 250,000 shares) at a fair value on the date they were granted (grant price) of EUR 4.554 per phantom stock (previous year: EUR 3.146). During the year under review, the individual members of the Executive Board were granted the following compensation (in relation to the total remuneration received, please see the compensation received table on p. 85 of this report).

Dr.-Ing. Stefan Rinck Dipl.-Oec. Markus Ehret
Chief Executive Officer Member of the Executive Board
Start date: September 1, 2009 Start date: April 19, 2010
Benefits granted 2017


[in EUR]
2018


[in EUR]
2018
(Min.)

[in EUR]
2018
(Max.)

[in EUR]
2017


[in EUR]
2018


[in EUR]
2018
(Min.)

[in EUR]
2018
(Max.)

[in EUR]
Fixed remuneration 440,000 440,000 440,000  440,000 280,000 300,000 300,000 300,000
Fringe benefits 45,580 45,691 45,691 45,691 27,115 27,225 27,225 27,225
Total 485,580 485,691 485,691 485,691 307,115 327,225 327,225 327,225
One-year variable remuneration 293,0002) 293,0003) 0 352,000 186,6672) 186,6673) 0 240,000
Special payments 0 0 0 220,000³) 0 0 0 150,000³)
Multi-year variable remuneration 471,9004) 683,1004) 0 683,1004) 314,6004) 455,4004) 0 455,4004)
2017 phantom stocks
(to be exercised between
July 21, 2019 and July 22, 2022
471,9004) 0 0 0 174,900 0 0 0
2018 phantom stocks
(to be exercised between
April 9, 2020 and April 9, 2023)
0 683,1004) 0 683,1004) 0 455,4004) 0 455,4004)
Total 1,250,480 1,461,791 485,691 1,740,791 808,382 969,292 327,225 1,172,625
Pension expense 263,868 263,868 263,868 263,868 88,424 94,740 94,740 94,740
Total remuneration granted 1,514,348 1,725,659 749,559 2,004,6595) 896,806 1,064,032 421,965 1,267,3656)

1) The one-year variable remuneration actually granted amounted to EUR 234,400 for Dr.-Ing. Stefan Rinck and EUR 149,334 for Mr. Markus Ehret at 80 % target achievement.

2) The one-year variable remuneration actually granted for fiscal year 2018 amounted to EUR 278,350 for Dr.-Ing. Stefan Rinck and EUR 177,334 for Mr. Markus Ehret at 95 % target achievement.

3) Cap on the amount that the Executive Board member can receive in one year according to the service agreement.

4) The fair market value of the phantom stocks on the granting date; 25 % of the phantom stocks (2017 phantom stock program) can be exercised no earlier than fiscal year 2019, or 50 % (2018 phantom stock program) no earlier than in fiscal year 2020. Upon exercising the phantom stocks, the beneficiary receives the difference between the exercise price upon granting and the reference price upon exercising the option, but no more than three times the exercise price per phantom stock. The settlement payment to be granted over the course of one year may not exceed the amount of the annual fixed salary of the respective member of the Executive Board.

5) Cap of EUR 1,540,000 according to service agreement; includes pension expense; does not refer to the phantom stocks granted but not exercised in the fiscal year. The cap for phantom stocks exists only as regards the compensation received and therefore the exercising of the remuneration instrument.

6) Cap of EUR 1,050,000 according to service agreement; includes pension expense; does not refer to the phantom stocks granted but not exercised in the fiscal year. The cap for phantom stocks exists only as regards the compensation received and therefore the exercising of the remuneration instrument.

Dr.-Ing. Stefan Rinck Dipl.-Oec. Markus Ehret
Chief Executive Officer Member of the Executive Board
Start date: September 1, 2009 Start date: April 19, 2010
Benefits received 2017
[in EUR]
2018
[in EUR]
2017
[in EUR]
2018
[in EUR]
Fixed remuneration 440,000 440,000 280,000 300,000
Fringe benefits 45,580 45,691 27,115 27,225
Total 485,580 485,691 307,115 327,225
One-year variable remuneration 175,800 234,400 112,000 149,334
Special payments 0 0 0 0
Multi-year variable remuneration 9,239* 214,677 7,391* 171,742
2012 phantom stocks
(to be exercised between November 27, 2014
and November 26, 2017)
1,931* 1,545*
2014 phantom stocks
(to be exercised between April 8, 2016
and April 7, 2019)
5,837* 4,669*
2015 phantom stocks
(to be exercised between April 9, 2017
and July 9, 2020)
1,471* 1,471* 1,177* 1,177
2016 phantom stocks
(to be exercised between November 30, 2018
and November 30, 2021)
0 213,206* 0 170,565
Other 0 0 0 0
Total 670,619 934,768 426,506 648,301
Pension expense 263,868 263,868 88,424 94,740
Total remuneration 934,487 1,198,636 514,930 743,041

*Payment made in January 2018 due to settlement reasons.

The total remuneration received by the members of the Executive Board amounted to EUR 1,914 thousand in fiscal year 2018 (previous year: EUR 1,449 thousand). Of this amount, EUR 740 thousand (previous year: EUR 720 thousand) relates to fixed, non-performance related remuneration components and EUR 770 thousand (previous year: EUR 304 thousand) to variable, one- and multi-year performance-related remuneration components. EUR 73 thousand (previous year: EUR 73 thousand) is attributable to non-performance related benefits in kind and other benefits and EUR 359 thousand (previous year: EUR 352 thousand) to pension expense.

IV. Pension obligations in the event of termination and from third parties, change of control clauses

1. Severance policy

In the event that the service agreement is terminated early with notice or in the event the appointment is terminated early, the members of the Executive Board shall receive a severance package limited to two years' annual remuneration (severance cap). The amount is calculated as the fixed remuneration less benefits in kind and other ancillary benefits plus a lump sum variable remuneration amounting to 25 % of the applicable fixed remuneration including additions to pension benefits. If the remaining term of the respective Executive Board service agreement is less than two years, the severance shall be reduced pro rata temporis over the remaining term of the service agreement. In the event of a termination for good cause, the employee shall not be entitled to a severance package.

2. Third-party pension obligations

During the year under review, no third-party benefits were granted or promised to members of the Executive Board with respect to their work as Executive Board members.

3. Change of control clauses

The Executive Board service agreements include a change of control clause. The members of the Executive Board of SINGULUS TECHNOLOGIES AG have a special termination right in the event of a change of control. This entitles them to terminate their service agreement at any time with six months' notice within a period of one year following the change of control. A change of control within this meaning arises if (i) a shareholder has acquired control as defined in § 29 WpÜG; (ii) a control agreement in accordance with § 291 AktG has been concluded with the Company as an independent company and has entered into force; (iii) the Company was merged with another, non-consolidated legal entity in accordance with § 2 of the German Reorganization Act (Umwandlungsgesetz, "UmwG"), unless the value of the other legal entity under the agreed exchange ratio is less than 50 % of the value of the Company; or (iv) a takeover or mandatory bid as defined in WpÜG has been implemented.

If the service agreement is terminated because a member of the Executive Board exercised the special termination right or the member's service agreement was not extended following a change of control, the member of the Executive Board is entitled to a special payment amounting to the total of (i) the most recent fixed remuneration for three years, (ii) the total variable remuneration (bonuses) for the last three years, and (iii) the additions to pension benefits for three years. The claim to a special payment exists only if the remaining term of the service agreement is longer than nine months at the time of the change of control. The service agreements with Mr. Markus Ehret and Dr.-Ing. Stefan Rinck also stipulate that the entitlement also applies in the event of a change of control if the Company places the member of the Executive Board on leave or terminates the service agreement.

Within the term of the phantom stock program, option rights arising from the phantom stocks may also be exercised early, i.e., outside of the respective exercise period and before expiry of the vesting period, if (i) a takeover bid as defined in § 29 (1) WpÜG for the Company's shares was published or (ii) a person gains control as defined in § 29 (2) WpÜG. In these c ases, all phantom stocks can be exercised, regardless of whether or not the performance target is met.

B. Remuneration of the Supervisory Board

The remuneration of the Supervisory Board is set out in Article 11 of the Articles of Association of SINGULUS TECHNOLOGIES AG and is based on the duties and responsibilities of the Supervisory Board members.

In addition to being reimbursed for their out-of-pocket expenses, the members of the Supervisory Board receive fixed remuneration of EUR 40,000 for each full fiscal year they serve on the Supervisory Board; the fixed remuneration is payable after the end of the fiscal year. The Chairman of the Supervisory Board receives twice and the deputy chairman one and half times the fixed remuneration. Supervisory Board members who were only on the Supervisory Board or acted as chairman or deputy chairman for part of the fiscal year receive proportionately lower fixed remuneration than the other Supervisory Board members.

The Company reimburses each Supervisory Board member the value added tax levied on that member's remuneration.

The total remuneration of the Supervisory Board in fiscal year 2018 was EUR 180,000 (previous year: EUR 180,000) plus value added tax of EUR 34,200 (previous year: EUR 34,200). The individual members of the Supervisory Board are entitled to the following remuneration for fiscal year 2018:

Total 2018 Total 2017
(in EUR '000) (in EUR '000)
Dr.-Ing. Wolfhard Leichnitz 80 80
WP/StB Christine Kreidl 60 60
Dr. rer. nat. Rolf Blessing 40 40
Total 180 180

The members of the Supervisory Board did not receive any remuneration or benefits in the reporting year for personal services, particularly consulting or intermediary services.

C. Advances and loans granted to Executive Board and Supervisory Board members

The Company did not grant any advances or loans to Executive Board and Supervisory Board members in the year under review.