Division 12.2 In the context of the possibilities under civil law, HSH is to remunerate its bodies, employees and essential agents in line with the following principles:

Its employees and essential agents must not receive any inappropriate salaries, salary components, bonuses, or any other inappropriate benefits.

The salary paid to HSH’s representatives and to its leading employees must be restricted to an appropriate level, whereby particular account should be taken of

• the relevant person’s contribution to HSH’s economic state, especially in the context of previous business policies and risk management; and

• the necessity of a market-oriented salary so as to be able to employ particularly suitable persons who can achieve sustainable economic growth.

Salaries, salary components and bonuses are considered to be inappropriate if they do not meet the principles laid down in the Annex ‘Obligations of HSH’ to the contract on the provision of a guarantee framework of 2 June 2009. In particular, the payment of a cash remuneration to its bodies, employees and essential agents in the case of HSH’s inability to pay a dividend (Dividendenfähigkeit) will be considered inappropriate if it exceeds EUR 500 000 a year.