Management and Control

Management by the Executive Board

The Executive Board – as the executive body of ZEAL Network SE – manages the affairs of the Company and under the requirements of stock corporation law is committed to the Company’s interests and bound by the principles of Company policy. It currently consists of three members. It reports regularly, promptly and comprehensively to the Supervisory Board about all essential issues of business development and corporate strategy, and about potential risks.

Monitoring of management by the Supervisory Board

The Supervisory Board of ZEAL Network SE consists of six members, of all whom are elected by the Annual General Meeting. A Chairman is elected from among the members of the Supervisory Board. The Supervisory Board was elected by the Annual General Meetings 2008, 2009 and 2010 until the close of the Annual General Meeting that resolves on the approval of the fiscal year 2012. In case of a tie in voting, the Chairman of the Supervisory Board has the casting vote. The Supervisory Board appoints the members of the Executive Board. It advises and supervises the Executive Board in its management of the Company. Significant decisions of the Executive Board require the consent of the Supervisory Board. The Supervisory Board meets at least four times per year. The Supervisory Board approves the annual financial statements and adopts the consolidated annual financial statements.

Shareholders and Annual General Meeting

Our shareholders exercise their rights at the Annual General Meeting. ZEAL’s Annual General Meeting is held within the first six months of the fiscal year. The Annual General Meeting is presided over by the Chairman of the Supervisory Board. The Annual General Meeting resolves on all matters that are reserved for it by law (election of the members of the Supervisory Board, amendments to the articles of incorporation, the appropriation of net profit, capital measures, etc.).

Our aim is to make it as easy as possible for our shareholders to participate in the Annual General Meeting. The necessary attendance documents are therefore made available to shareholders on the Internet in advance. Shareholders may elect to have their voting rights exercised by a proxy, who is bound to follow their instructions.

Transparency

ZEAL Network SE attaches great importance to providing information uniformly, comprehensively and promptly. It reports on the Company’s business situation and consolidated results of ZEAL Network SE in the annual report, at the press conference and in the quarterly reports and the half-yearly financial report. We also publish information by means of press releases and ad-hoc announcements, where legally required.

ZEAL Network SE has drawn up the mandatory list of insiders. The persons concerned have been informed about the statutory duties and penalties.