Corporate Governance at GEA...Corporate Governance at GEA - March 2019 6 Note: SEP = Separation, MDF...

Corporate Governance at GEA

Investor Presentation

DÜSSELDORF, MARCH 2019

• GEA – The Company

• Our Supervisory Board

• Our Management Board

• Re-design of Executive Board compensation

• Sustainability at GEA

• Appendix

− Board and Committee Meeting Attendance

− Management Board CVs

− Supervisory Board CVs

− AGM Agenda 2019

Outline

Corporate Governance at GEA - March 2019 2

3

GEA – The Company

GEA – “engineering for a better world”

GEA is one of the

largest technology

suppliers for food

processing and a

wide range of other

industries.

The company is listed on

the German MDAX (G1A,

WKN 660 200), the

STOXX® Europe 600 Index

and selected MSCI Global

Sustainability Indexes.The global group specializes in machinery, plants, as well as process technology and components. GEA provides sustainable solutions for sophisticated production processes in diverse end-user markets and offers a comprehensive service portfolio.

4,918EUR million order intake

FY 2018

18,642employees (FTEs)

per end of December 2018

10.7% operating EBITDA margin

FY 2018

4,828million revenue (EUR)

FY 2018

0.85EUR per share dividend

proposal FY 2018

518EUR million op. EBITDA

FY 2018

4Corporate Governance at GEA - March 2019

Mega trends support GEA business


URBANIZATION WITH

GROWING MIDDLE CLASS

Growing demand for processed

food and medication

GEA offers

components and process

technology for processed food,

ready meals, fortified lifestyle

beverages and food,

medications

GREATER FOOD SAFETY

AND QUALITY

Readiness of industry to invest

more for greater process

reliability

GEA offers

certified hygienic/aseptic

processes and components to

meet the strict standards of the

industry

ENERGY SCARCITY AND

STRICTER ENVIRONMENTAL

REGULATIONS

Greater interest in efficient and

resource-saving production

processes

GEA offers

intelligent engineering processes

for resource-friendly

technologies, energy-saving

machines and processes,

as well as heat recovery

Comprehensive application & technology portfolio


Note: SEP = Separation, MDF = Milking Dairy Farming, HOM = Homogenizer, FLC = Flow Components, FPP = Food Processing & Packaging, COM = Compression, PES = Pasta & Extruded Snacks, DRY = Drying, LIP = Liquid Processing, SEPP = Separation Process, RFG = Refrigeration

BEVERAGES

CHEMICAL

DAIRY FARMING

DAIRY PROCESSING

FOOD

PHARMA

OTHERS

MAIN PRODUCT GROUPS & TECHNOLOGIESSEP MDF HOM FLC FPP COM PES DRY LIP SEPP RFG

APPLICATIONS

Strong local presence around the globe


Employees in 2018 (FTEs)

Revenue in 2018

GEA locations

(sales office, service branch or other GEA sites)

%

North America

1,821

866 million% 18

North and Central Europe

3,056

643 million% 13

DACH &

Eastern Europe

6,765

1,039 million% 22

Asia Pacific

3,049

1,081 million

% 22

Western Europe, Middle East & Africa

3,434

853 million

% 18

Latin America

518

347 million% 7

Regional revenue split in 2018 (only continued operations)

Three topics / initiatives drive our growth


####

GEA continues building up

key account management to

further strengthen business

with global clients

GEA is performing a review

of the sales setup to fully

seize growth opportunities in

current white spots

GEA is well positioned to

offer technologies to address

current trends with particular

short-term focus on:

Technology

trends

Key account

excellence

Further sales

professionalization

• Strengthen coordination

of large regional & global

accounts, especially to

support growth in

emerging markets

• Utilize more systematically

GEA’s full portfolio to

cross-sell to large accounts

• Review and adapt the

route to market, in line

with the strategic ambition

tailored to the targeted

customer segments

• Review allocation of

sales force to increase

proximity and expertise to

our customers

• Dairy specialty proteins

• High-tech dairy

• Lithium

• Craft brewing

• Biopharma

9

Our Supervisory Board

9

10

• Supervisory Board performance review supported by external consultant

• Management Board succession planning, selection of new CEO and CFO

• Review and amendment of Executive Board compensation structure to accommodate

− regulatory requirements (e.g. German Corporate Governance Codex),

− best practice standards and

− investors’ perspective

• Amendment of Executive Board compensation structure was supported by external and independent

consultant, accompanied by an investor survey and intensively reviewed by the Supervisory Board

• New remuneration system effective since January 2019

• Supervisory Board succession planning and appointment of Colin Hall by the order of the local court

of Düsseldorf in November 2018

GEA Supervisory Board Main Workstreams on Corporate Governance 2018

Corporate Governance at GEA - March 2019

11

Upcoming Agenda for 2019

− Continuous regular Executive Board succession planning and performance review

− Supervisory Board succession planning (end of current term: AGM 2021)

− Review and adaption of committee structure and compensation structure of Supervisory Board

− Regular Supervisory Board performance review

− Analysis of upcoming amendment of the Corporate Governance Codex

GEA Supervisory Board Main Workstreams on Corporate Governance


12

• Prof. Bauer resigned from his office as member of the supervisory board in November 2018.

• The Supervisory Board has already been considering to strengthen the perspective of large

shareholders in the Supervisory Board at the next opportunity.

• Up to date Groupe Bruxelles Lambert (GBL) is one of the largest strategic investors (approx. 8.5%)

with intensive experience with non-executive representatives in its portfolio companies‘ boards.

• Colin Hall, Head of Investments at GBL was appointed as member of the supervisory board member

by order of the local court of Duesseldorf in November 2018.

• Colin Hall began his career as financial analyst in the merchant banking division of Morgan Stanley,

New York, in 1995. In 1997, he joined Rhône Group, a private equity firm, where he held various

management positions for 10 years. In 2009, he was the co-founder of Long Oar Global Investors, a

hedge fund, sponsored by Tiger Management (New York), where he worked until 2011.

• In 2012 he joined Sienna Capital, as CEO. In 2016, he was also appointed to the role of Head of

Investments at Groupe Bruxelles Lambert (GBL).

• Colin Hall is on the board of several listed and non-listed companies in Europe including Imerys,

Parques Reunidos and Umicore.

Election of Colin Hall in the Supervisory Board


13

• Current committees of the Supervisory Board are:

• Audit Committee

• Presiding Committee

• Nomination Committee

• Mediation Committee

• In addition, Technology Committee will be established as of May 2019:

• Exchange with Executive Board about technology related items

• Technology Committee shall consist of four members

• Further amendments to committee structure under discussion

New Committee Structure of the Supervisory Board


14

• Proposal to shareholders to amend compensation structure of the Supervisory Board to

accommodate change in committee structure

• Minimal increase of overall budget

• Details:

− Fixed annual compensation for all Supervisory Board members*: EUR 50,000

− Audit Committee*: EUR 35,000

− Presiding Committee*: EUR 35,000

− Technology Committee*: EUR 25,000 (amendment proposal)

− Nomination Committee: no separate compensation

− Mediation Committee: no separate compensation

* Attendance fee of EUR 1,000 for each meeting

Remuneration System of the Supervisory Board Members


15

GEA Supervisory Board

Name Gender Nationality Age*** Tenure Independence*# Outside

Boards**Audit Presiding Nomination Mediation Technology

****

Dr. Helmut Perlet M Germany 72 14 Independent 0 x Chair Chair Chair

Ahmad M.A. Bastaki M Kuwait 61 16 Independent 0 x x

Colin Hall M United States 49 1 Independent 3 x

Hartmut Eberlein M Germany 67 10 Independent 0 Chair

Jean E. Spence F United States 62 8 Independent 0 x x

Dr. Molly P. Zhang F China 58 3 Independent 2 x x

Kurt-Juergen Loew M Germany 61 13 Employee 0 x x

Rainer Groebel M Germany 66 18 Employee 0 x

Michaela Hubert F Germany 46 3 Employee 0 x x

Michael Kaempfert M Germany 54 13 Employee 0 x

Eva-Maria Kerkemeier F Germany 64 8 Employee 0 x

Brigitte Kroenchen F Germany 56 5 Employee 0 x x

* Independence Definition according to Section 5.4.2 sentence 2 of the German Corporate Governance Code.

** Number of mandates at external public company Boards.

*** in the course of 2019.

**** as of May 2019.


16

2019 Composition Target*

Shareholder Representatives Full Board

Age 61Individual age limit of 70 years at

appointment

Tenure 9 years average** Individual term limit: 3

Gender Representation 33% at least 33%

International Representation 67% at least 25%

Independence 100%at least 66%

of shareholder representatives

Finance, including

• Audit/Accounting/Taxation/Controlling/Corporate Finance

• Risk Management

• International Asset/Investment Management

66% at least 1

Industry experience, including

• International experience in GEA markets

• Experience consumer staples/foods

• R&D

• Engineering

• Production

• Supply Chain Management

50% at least 2

Managerial experience, e.g.

• German Board experience

• International Board experience

• International M&A/integration/joint ventures

• Corporate Governance/ Compliance

• Human Ressources/ Change Management

100% at least 2

GEA Supervisory Board Composition

*The SB members are supposed to have collectively the knowledge, skills and professional expertise required to properly perform their duties.

** For the period after AGM 2019. Corporate Governance at GEA - March 2019

17

Our Management Board

Our management – GEA Executive Board

Member of the

Executive Board

• Business Area

Equipment

Steffen Bersch

Member of the

Executive Board

• Regions & Country

Organizations

Martine Snels

Chief Financial Officer

(CFO, until 05/17/2019)

• Finance

• IT

• Tax

• Treasury &

Corporate Finance

Dr. Helmut Schmale

Chief Executive Officer

(CEO)

• Labor Director

• Business Area

Solutions (since

03/14/2019)

• Communication,

Marketing & Branding

• Corporate Development

• Human Resources

• Internal Audit

• Investor Relations

• Legal & Compliance

Stefan Klebert

GEA at a Glance 18

19

• 2018

− Announcement of early withdrawals of Jürg Oleas and Dr. Helmut Schmale from EB in order to

allow for a swift change and enabling the next generation of leadership

− In September Stefan Klebert was appointed to EB effective November 15

− Selection process regarding new CFO

• 2019

− Marcus A. Ketter announced as new CFO on February 12, joining GEA on May 20 after Dr. Helmut

Schmale leaves the Executive Board on May 17

− Stefan Klebert has taken office as new CEO on February 18 after Jürg Oleas has left the Executive

Board on February 17

− On March 13, Niels Erik Olsen has resigned from his office as member of the Executive Board

GEA Executive Board – 2018 / 2019


20

• General process:

− Structured standard procedure in place for EB succession and selection process

− Generally, Supervisory Board aims at a balance between technical qualifications and personal

skills and takes into account the criterion of diversity when selecting and appointing EB members

• Selection of new CEO:

− Preparation of long list of potential candidates for the CEO position shortly after Jürg Oleas

announced his early resignation.

− Close cooperation with a human resources consulting firm.

− Selection of the best candidates and preparation of short list.

− Extraordinary meetings of the Presiding Committee in July and August 2018 in order to align on

succession process, meet short list candidates and discuss remuneration frame for CEO.

− Appointment and announcement of Stefan Klebert as new CEO in September 2018.

Succession Planning – CEO


21

• Stefan Klebert can look back on a successful international entrepreneurial career.

• He has achieved relevant entrepreneurial successes in all his former professional positions.

• He has experience in the transformation and repositioning of companies and has sound knowledge of

various business models in the environment of industrial and technology companies.

• At Schuler AG he has also worked extensively on the digitization of the company and its products and

was able to make a real impact.

Qualification of Stefan Klebert as new CEO


22

• Preparation of long list of potential candidates for the CFO position with the support of a human

resources consulting firm in May 2018

• Key criteria for job profile:

− Capital market experience

− Industry expertise

− IT/Digitalization expertise

• Extensive Interviews with several candidates from the long list

• Creation of a short list consisting

• Meetings between Stefan Klebert and short list candidates took place

• Further limitation of the short list based on the results of those meetings

• Extraordinary meeting of the Presiding in November 2018 to meet the remaining two candidates

• On February 12, 2019 announcement of Marcus A. Ketter as future CFO beginning on May 20, 2019

Selection Process of new CFO


23

• Marcus A. Ketter is an international, capital market experienced CFO.

• He has extensive experience in the implementation of process improvements, efficiency programs,

change management and the profitable realignment of companies.

• He has a very high understanding of IT structures and processes and brings the desired experience

in digitization with him.

• At Klöckner & Co. SE he successfully structured the group financing and worked together with the

CEO on the digitization of the business processes.

Qualification of Marcus A. Ketter as new CFO


24

Re-design of Executive Board compensation

24

25

Old

(total cap 170% of aggregate compensation target

and 240% of variable compensation target)

Operational and total shareholder return to now determine 60% of compensation (was 30%)

Base salary

50%

Individual targets

20%

ROCE &

Cashflow Driver Margin*

20%

TSR relative to

benchmark index return

10%

Base salary

40%

(50% EBITDA &

50% ROCE)

x Modifier

[between 0.8 and 1.2]

24%

TSR ranking among

benchmark peers

&

EPS growth target

36%

Base salary underweighted

by -10%pts

Retrospective

multi-year-component

eliminated

Individual performance aspects

reduced to a modifier

TSR outperformance now measured on

relative scale; additional parameter

EPS growth

* CFD% = (EBITDA – capex– increase in working capital) / sales

New

(total cap reduced to 160% of aggregate compensation target

and 200% of variable compensation target)

ROCE

strongly

preferred

over CFD%

by investor

survey

Starting 2020,

ex ante disclosure

of all financial

targets/

outperformance

criteria for each

annual tranche


26

Individual targets to largely disappear(currently 20% of total compensation)

Modifier

(0.8 – 1.2)

Individual performance

Collective performance

Stakeholder &

sustainability aspects

Supervisory

Board to assess(cf. next page)

3-5 individual targets

Current

Proposed

E.g. organic sales growth, e.g.

customer satisfaction levels

Equally weighted average of

EBITDA and ROCE

performance

Financial targets

• Focus on financial performance

(instead of individual targets only)

• Full transparency:

2019: Target achievement as well as criteria of the

modifier disclosed ex post in the compensation report

Starting 2020: Target setting and modifier criteria also

disclosed ex ante in the compensation report


27

Individual

Executive Board Member

performance

Collective

Executive Board

performance

Stakeholder & sustainability

aspects

• Performance of individual

area of responsibility:

Operational targets,

strategic targets

• Achievement of strategic

group targets

• Improvements with long-

term effect

• Health and safety

• Compliance

• ESG

• Employee satisfaction

Examples for modifier criteria


28

Calibration of relative TSR performance

Minimum (0%) Target (100%) Maximum (200%)

Lower quartile

(25th percentile and

below)

Median

(50th percentile)

Upper quartile

(75th percentile and

above)

Forward looking LTI to assume higher weight(previously 10%, now 36% of target compensation)and to include EPS as a further shareholder relevant metric

GEA TSR ranked among

benchmark peers (50%)

Growth of EPS (incl. DOP)

relative to target (50%)+

Financial targets

Share price component redesignCurrent share price component

GEA TSR relative to TSR of STOXX®

Europe TMI Industrial

Engineering

Calibration of relative TSR performance

Minimum (0%) Target (100%) Maximum (300%)

TSR GEA 75% of

benchmark and below

GEA TSR = Benchmark

TSR

TSR GEA 150% of

benchmark and above

Targets for

each

3y tranche

determined

by

Supervisory

Board

Adjustment of

EPS for share

buybacks tbd

by investor

survey


29

• Share ownership target (as a multiple of gross base salary):

− CEO: 1.5x

− Others: 1x

• Requirement to hold stock as long as in office

• Contribution of GEA Shares already held or acquired irrespective of the automated build-up possible

Additional equity exposure of the EB from theintroduction of Share Ownership Guidelines

Net-amount of

variable

remuneration

paid out

annually25% Clearing

account April

Shares are

acquired through

service provider

Shares in

securities

account

New shares

added

New shares

added

New shares

added

FY 1 FY 2 FY 3 FY n

…

SOG target


30

Remuneration policy that encourages profitable, sustainable development and rewards long-term profitable growth in the interest of all shareholders

Alignment with

investor expectations, market best practice and regulatory requirements

Me

as

ure

s t

ak

en

• Compensation structure strengthens pay for performance by placing more

weight on the variable portion

• Targets with a strong focus on GEA’s financial performance and on long-term

value creation are used

• Additional equity exposure via mandatory stock investment of material

magnitude

• Stakeholder & sustainability aspects introduced

• Malus and clawback regulation introduced

• Full transparency on performance targets and target achievements


31

Sustainability at GEA

31

32

GEA’s sustainable value creation strategy targeting all key stakeholder groups

Value creation based on

growth, efficiency &

capital allocation

Diversified markets

robust against cyclicality

Strong balance sheet and

cash generation

Stringent portfolio

management

EMPLOYEES

Exciting jobs

Diverse and inclusive

work environment

Attractive career

perspectives

Environment of trust,

fairness and respect

CUSTOMERS

Unique engineering

capabilities solving

complex customer

requirements

Strong innovation for

and together with

customers

Customer proximity &

one-stop value

proposition

INVESTORS SOCIETY

GEA quality contributing

to better life of people

around the globe

Energy & water saving

for the environment

Mitigation of negative

environmental impacts

globally at GEA sites


33

• Reporting transparency:

− Our Sustainability report has been compiled in line with the Standards set by the Global Reporting

Initiative (GRI)

− In accordance with the German CSR-Reporting Obligation (CSR-RUG), we identified six topics that

are likely to have significant risks/potentially negative impacts: Occupational safety and health

protection, Product quality and safety, Sustainable product design and innovation, Protection of

personal data, Management of compliance, GHG emissions

− Legal compliance as well as the management approaches, performance indicators and risk

assessment have been independently audited according to ISAE 3000

• Managing environmental impact:

− We improved our scores at EcoVadis and Carbon Disclosure Project (CDP) assessment both

aiming to run a global disclosure system for investors, customers and the public sectors to manage

environmental impacts.

• Group-wide compliance activities focus on corruption prevention, antitrust law as well as data

protection.

• We reviewed our progress on our „Global Manufacturing Footprint“ project

Sustainability at GEA – This Year...


34

Our sustainability approach is based on our values

By offering efficient products and process solutions, we contribute to the

sustainable management and protection of the natural environment.

Excellence

Strong innovator

coupled with

operational

efficiency

Integrity

Fair competitor

with legally

compliant

conduct

Passion

Committed to

providing a

fulfilling working

life for our

employees

Responsibility

For quality,

occupational

health and safety,

environmental

protection

GEA-versity

Diversity as a

success factor

and innovation

driver


35

Sustainable solutions – recent examples


CONSERVING RESOURCES

CALLIFREEZE®

Freeze process

control system

Product:

• Measures level of frozenness at the

freezer discharge while adjusting freezing

time, air temperature and fan speed to

achieve precise level of freezing

Aim:

• Increase production capacity by

10-15 percent while reducing energy

consumption

• Improve quality of frozen food

ALTERNATIVE RAW MATERIALS

Insects as proteinAlternative protein

sources

Product:

• GEA provides the basic technology for

insect processing: cooking, freezing,

grinding, drying, separating, processing,

and packaging

Aim:

• Develop alternative protein and fat

sources for human and animal nutrition

• Mitigate impact of conventional protein

production

PROCESS EFFICIENCYBrewery 4.0

Future of brewing

Process:

• Linking continous beer production, just-

in-time technology, and digitalization

• IT-based brewery environment

connecting storage, delivery, and ordering

Aim:

• Improve raw material yields, equipment

availability, and energy consumption

• Enable producers to achieve maximum

flexibility in the supply chain

36

Appendix

Board and Committee Meeting Attendance


Stefan Klebert – Chief Executive Officer (since February 18, 2019)

• Stefan Klebert has been a member of the Executive Board of GEA Group

Aktiengesellschaft since November 15, 2018. Since February 18, 2019, he is

CEO.

• Previously, Stefan Klebert worked eight years for international industrial group

Schuler AG as CEO. He began his career in marketing and sales in the

automation technology division of Festo. In addition, he has held a number of

management positions in various stock-listed companies, including managing

director in the elevator industry at Schindler and divisional board member at

ThyssenKrupp.

• Stefan Klebert was born in Stuttgart, Germany, in June 1965. He is a trained

mechanic, having studied mechanical engineering at Esslingen University of

Applied Sciences, Germany, and holds a Master of Business Administration

(MBA) degree from Brunel University, London.

Management Board CVs


Steffen Bersch – Member of the Executive Board

• Steffen Bersch joined the Executive Board of GEA Group Aktiengesellschaft on

January 1, 2016, and is in charge of the Equipment Business Area.

• Holding various management positions at GEA, Steffen Bersch has been with

the company since the year 2000. Amongst others, he spent several years as

Managing Director for GEA Middle East in Dubai, United Arab Emirates, and

also acted as President of a business unit in the separator division. Until

recently, he held the position of Executive Vice President of the Equipment

Business Area.

• Steffen Bersch was born in Wattenscheid, Germany, in June 1969. He is a

graduate food technologist with a focus on biotechnology.



Marcus A. Ketter – Member of the Executive Board (as from May 20, 2019)

• Marcus A. Ketter will join the Executive Board of GEA Group Aktiengesellschaft

on May 20, 2019 and will be in charge of all finance functions.

• Since January 2013, Marcus A. Ketter is CFO of Klöckner & Co. SE. He began

his career in 1993 as a controller and then as Head of the CEO's Office at

STEAG AG. In addition, he has held a number of management positions in

various stock-listed companies, including various management positions in the

ThyssenKrupp Group and CFO of Schuler AG.

• He was born in April 1968 and studied economics at the Ludwig Maximilian

University in Munich and obtained a Master of Business Administration (MBA).



Dr. Helmut Schmale – Chief Financial Officer (until May 17, 2019)

• Dr. Helmut Schmale is in charge of all finance functions and has been a

member of the Executive Board of GEA Group Aktiengesellschaft since April 1,

2009. Furthermore, he is responsible for the Shared Service Center.

• Previously, he held several management positions with GEA over a period of

around 16 years. For instance, he served as CFO on the Board of the former

Division Energy Technology for 6 years, followed by a 5-year term as President

(CEO) of the same division.

• Dr. Helmut Schmale was born in Gelsenkirchen, Germany, in November 1956.

He earned his degree in business administration and economics from the Ruhr

University Bochum in 1982, where he received his PhD in theoretical

macroeconomics in 1986.



Martine Snels – Member of the Executive Board

• Martine Snels joined the Executive Board of GEA Group Aktiengesellschaft on

October 1, 2017, and is responsible for GEA’s regions and countries

organization.

• Martine Snels is Belgian by nationality and has held a number of management

positions in various multinational companies in the food and agricultural sector.

She brings more than 20 years of global business experience while being based

in Belgium, Singapore and the Netherlands. Until recently, she acted as Chief

Operating Officer (COO) Ingredients and member of the Executive Board at

Royal FrieslandCampina N.V.

• She was awarded a Master of Science degree in Agricultural Engineering and

studied Mathematics, and was born in Hoogstraten, Belgium, in February 1969.



Supervisory Board CV – Dr. Helmut Perlet

Chairman of the Supervisory Board of GEA Group Aktiengesellschaft* Planegg, April 9, 1947

Education

1968 – 1971 Training for higher service in the financial administration

1978 – 1982 Degree in Business Administration at Ludwig-Maximilians-Universität, Munich

1983 – 1985 PhD at Freie Universität Hamburg

2007 – 2012 Honorary Professor at the Humboldt-Universität Berlin

Summary of work experience

1971 – 1972 Munich Tax Office, Department for Insurance Companies and Banks

1973 – 2009 Allianz Group, i.a.

− Establishment and management of the Foreign Tax Department

− Head of Corporate Finance Department (non-domestic)

− Head of the Group departments Planning and Controlling, Accounting as well as Tax

− From 1997 Member of the Management Board of Allianz SE and Chief Financial Officer of Allianz Group

Membership of statutory German supervisory boards

• Chairman of the Supervisory Board of GEA Group Aktiengesellschaft, Düsseldorf

Membership of comparable German or foreign supervisory bodies of business entities

• None


Supervisory Board CV – Ahmad M. A. Bastaki

Executive Director, Planning and Senior Management, Kuwait Investment Authority* India, August 28, 1958

Education

1979 – 1981 Bachelor of Commerce, Sydenham College of Commerce and Economics

1982 Washington Campus Program, Washington, DC

1981 – 1983 Master in Business Administration, Fisher College of Business, Ohio State University


06/1983 – 01/1985 Brand Assistant, Procter & Gamble International (Modern Industries Co.)

01/1985 – 02/1986 Lieutenant, Kuwait Reserve Force

02/1986 – 01/1988 Assistant Manager – Credits, Kuwait Foreign Trading Contracting and Investment Co. (KFTCIC)

01/1988 – 01/1989 Assistant Vice President – Credits, KFTCIC

01/1989 – 06/1991 Vice President – Credits, KFTCIC

06/1991 – 04/2006 Director, Department of the Office of the Managing Director, Kuwait Investment Authority (KIA)

06/2003 – 04/2006 Acting Director, American Investment Department, KIA

04/2006 – 12/2014 Executive Director, Office of the Managing Director, KIA

12/2014 – today Executive Director, Planning and Senior Management (including Office of the Managing Director), KIA


• Member of the Supervisory Board of GEA Group Aktiengesellschaft, Düsseldorf


• None


Supervisory Board CV – Colin Hall

Head of Investments at Groupe Bruxelles Lambert and CEO of Sienna Capital S.à r.l.

*Chicago, United States, November 18, 1970

Education:

1995 BA from Amherst College, Massachusetts, USA

2003 MBA from the Stanford University Graduate School of Business, Stanford, USA

Summary of Work experience:

1995 – 1997 Morgan Stanley, New York, USA - financial analyst in the Merchant Banking division

1997 – 2008 Rhône Group - various management positions in New York, USA, and London, UK

2009 – 2011 Partner in Long Oar Global Investors, a hedge fund sponsored by Tiger Management, New York, USA

2012 – today CEO of Sienna Capital S.à r.l.

2016 – today Head of Investments at Groupe Bruxelles Lambert (GBL)

Membership of statutory German supervisory boards:

• Supervisory Board member of GEA Group Aktiengesellschaft, Düsseldorf

Membership of comparable German or foreign supervisory bodies of business entities:

Mandates at Groupe Bruxelles Lambert portfolio companies:

Listed

• Member of the Board of Directors of Imerys S.A., France

• Member of the Board of Directors of Umicore S.A., Belgium

• Member of the Board of Directors of Parques Reunidos Centrales S.A., Spain

(until February 26, 2019)

Mandates outside of Groupe Bruxelles Lambert and its portfolio: None


Non-listed

• Member of the Board of Directors of Kartesia Management S.A., Luxembourg

• Member of the Board of Directors of Ergon Capital Partners S.A., Belgium

• Member of the Board of Directors of Ergon Capital Partners II S.A., Belgium

Supervisory Board CV – Hartmut Eberlein

Chairman of the Audit Committee of GEA Group Aktiengesellschaft* Wesel, August 14, 1952

Education

1976 Diplom-Volkswirt (Master of Economics), Universität Freiburg


1978 – 1986 Coopers & Lybrand Wirtschaftsprüfung, Essen

1986 – 1989 Head of Accounting, Klöckner-Humboldt-Deutz AG, Cologne

1989 – 2004 Head of Accounting, Finance, M&A and Investor Relations (jointly and in different combinations), Continental AG, Hanover

2005 – 2009 Executive Board member and CFO, GEA Group Aktiengesellschaft, Bochum

Since 2009 Member of the Supervisory Board of GEA Group Aktiengesellschaft

Since 2011 Chairman of the Audit Committee of the Supervisory Board of GEA Group Aktiengesellschaft


• Member of the Supervisory Board and Chairman of the Audit Committee of GEA Group Aktiengesellschaft, Düsseldorf


• None


Supervisory Board CV – Rainer Gröbel*

Union Secretary, Head of HR with the IG Metall Management Board* December 21, 1953, Berlin

Education

2016 Senior Management Program of the University of St. Gallen

1969 – 1972 Apprenticeship Industrial Management Assistant at Hartmann und Braun AG in Frankfurt/M.

1975 – 1980 Study of Economics at Goethe University Frankfurt/M. –

Degree: “Diplom-Volkswirt“ (Master of Economics)


1981 – 1984 Union Secretary at IG Metall, Administrative Office Frankfurt/ M.

1985 – 1989 Head of Department within the framework of the Business

Organization and Communication Structures Project with the

IG Metall Management Board

1989 – 1997 Regional Secretary at the Frankfurt Regional Office

the Frankfurt RegioO of IG Metall (Hesse, Rhineland-Palatinate, Saarland and Thuringia)

1998 – 2008 Functional Head HR with the IG Metall Management Board

2006 – 2008 Additional responsibility: Functional Head Coordination of Management Board Tasks with the IG Metall Management Board

since 2009 Additional responsibility: Project Manager of the “IG Metall 2009” Project designed to completely overhaul the structures and working processes of IG Metall

2009 – 2015 Functional Head Organization and Human Resources with the IG Metall Management Board

since 2016 Functional Head Human Resources with the IG Metall Management Board

since 2015 Managing Director at the Academy of Labour gGmbH, Frankfurt am Main



• Deputy Chairman of the Supervisory Board of Schunk GmbH since 1991


• Chairman of the Board of Trustees of “Europäische Akademie der Arbeit” (European Academy of Work) in Frankfurt since December 2014

*Employee Representative 47Corporate Governance at GEA - March 2019

Supervisory Board CV – Michaela Hubert*

Chairman of the General Works Council, GEA Brewery Systems GmbH, Kitzingen

* December 15, 1973, Schweinfurt

Education

1991 – 1997 Apprenticeship Technical Draftswoman specializing in mechanical engineering

Hrch. Huppmann GmbH, Kitzingen


1997 – 1998 Technical Draftswoman


1998 – 2002 Technical Clerk on the MILLSTAR™ product team


2002 – 2009 MILLSTAR™ Project Manager

Huppmann GmbH, Kitzingen

2009 – 2011 MILLSTAR™ Project Manager

GEA Brewery Systems GmbH, Kitzingen

formerly Huppmann GmbH, Kitzingen

2011 – 2015 MILLSTAR™ Product Manager


since 2015 Service Engineer


Since 2018 Chairman of the General Works Council of GEA Brewery Systems GmbH




• None


*Employee Representative

Supervisory Board CV – Kurt-Jürgen Löw*

Chairman of the Works Council of

GEA Group Aktiengesellschaft

* November 16, 1958, Moschheim

Education

1973 – 1976 Apprenticeship Cutting Machine Operator

Westfalia Separator AG, Niederahr


1976 – 1984

1984 – 2010

Cutting Machine Operator Westfalia Separator AG, Niederahr

Chairman of the Works Council Westfalia Separator AG, Niederahr

since 1993

since 1998

since 2000

since 2002

since 2006

since 2010

since 2010

since 2012

Member of the Supervisory Board Westfalia Separator AG, Oelde

Member of the Group Works Council GEA AG

Member of the Supervisory Board GEA AG, Bochum

Member of the Group Works Council mg technologies ag, now GEA Group AG

Member of the Supervisory Board GEA Group AG, Bochum

Chairman of the General Works Council GEA Westfalia Separator Group GmbH, Oelde

Deputy Chairman of the Group Works Council GEA Group AG, Bochum

Deputy Chairman of the Supervisory Board GEA Westfalia Separator Group GmbH, Oelde

since 2014 Chairman of the Group Works Council GEA Group Aktiengesellschaft, Düsseldorf


• Member of the Supervisory Board of GEA Group Aktiengesellschaft, Düsseldorf Deputy Chairman

• Member of the Supervisory Board of GEA Westfalia Separator Group GmbH, Oelde Deputy Chairman


• None



Supervisory Board CV – Michael Kämpfert*

Vice President of HR Region DACH & EE

* July 2, 1965, Bielefeld

Education

1987 – 1992 Bielefeld University of Applied Sciences (UAS)

Business Administration

Degree: “Diplom-Betriebswirt” (Master of Business Administration) (UAS)


1986 – 1987

1993 – 1996

1996 – 1998

1998 – 2000

2000 – 2012

2012 – 2015

since 2015

Commercial internship at Hugo Boss AG

Head of HR at Spilker GmbH

Head of Personnel Controlling at GEA Group AG

Head of Executive Development and Support at GEA Group AG

Head of Human Resources at GEA Group AG

Member of the Segment Board and Vice President Human Resources and Legal Affairs at GEA Food Solutions GmbH

Vice President of Human Resources Region DACH & EE Region at GEA Group AG




• None



Supervisory Board CV – Eva-Maria Kerkemeier*

First Authorized Representative of IG Metall

* August 15, 1955, Wanne-Eickel


1974 –

1984

Secretary & Interpreter Quality Assurance

GEA Apparatebau

1984 –

1990

Trade Union Secretary

IG Metall, Herne

since 2004 Senior Authorized Representative & Cashier

Administrative Office Herne

since 2005 Member of the Advisory Board of IG Metall (Industrial Union of Metalworkers)

since 2011 Member of the Supervisory Board GEA Group Aktiengesellschaft, Düsseldorf




• None



Supervisory Board CV – Brigitte Krönchen*

2. Deputy Chairman of the Works Council of GEA Group Aktiengesellschaft

* April 2, 1963, Oelde

Education

1979 –

1982

Apprenticeship Industrial Management Assistant

Westfalia Separator AG, Oelde


1982 –

1996

Clerk – Advertising Department

Westfalia Separator AG, Oelde

1996 –

2005

DTP Specialist (graphic design) - Marketing Department

Westfalia Landtechnik GmbH, Oelde

2005 –

2010

Art Director - Marketing & Communication Department

GEA Farm Technologies GmbH, Bönen

since 2010 Deputy Chair of the Works Council

GEA Farm Technologies GmbH, Bönen

since 2014 Deputy Chair of the Group Works Council

GEA Group Aktiengesellschaft, Düsseldorf

since 2010 Lay judge at Dortmund Social Court


• Supervisory Board of GEA Group Aktiengesellschaft, Düsseldorf

• Supervisory Board of GEA Farm Technologies GmbH, Bönen


• None



Supervisory Board CV – Jean E. Spence

Management Consultant, President, JES Consulting LLC, USA

* Brooklyn, NY, November 6, 1957

Education

1979 Bachelor of Science, Chemical Engineering, Clarkson University, Potsdam, NY

1985 Master of Engineering, Chemical Engineering, Manhattan College, New York, NY


1979 – 1981 Soap Process Supervisor, Procter & Gamble, USA

1981 – 1991 Research Section Manager, Maxwell House, General Foods USA

1991 – 1994 Human Resources Director, General Foods USA

1994 – 1996 Director of Quality Assurance, General Foods, USA

1996 – 1999 Vice President, R&D, Beverages & Desserts, Packaging, Applied Research, Kraft Foods, USA

1999 – 2003 Senior Vice President, Worldwide Quality, Scientific Affairs & Compliance, Kraft Foods, USA

2004 – 2012 Executive Vice President, Research, Development & Quality (Global Technology and Quality), Kraft Foods Global, Inc. USA

2012 – 2015 Executive Vice President, Research, Development & Quality (Global Technology and Quality), Mondelez International, Inc. USA

2015 – today Management Consultant, President, JES Consulting LLC, USA




• Member of the Board of Directors of TreeHouse Foods, Inc., Oak Brook/IL, USA (since September, 4 2018)


Supervisory Board CV – Dr Molly P. ZhangMember of the Supervisory Board of GEA Group Aktiengesellschaft* Shanghai, 24 June 1961

Education

1986 Diploma Degree in Chemistry, Technical University of Clausthal, Germany

1988 PhD in Chemical Engineering, Technical University of Clausthal, Germany


1989 – 1994 Process Engineer, Production Supervisor, Dow Stade GmbH, Germany

1994 – 1996 Plant Manager, Propylene Oxide, Probylene Glycol, Utilities, Environmental facilities,

Zhejian Pacific Chemical Company, Joint Venture between Dow and Chinese partner, Ningbo, China

1996 – 1999 Plant Manager, Propylene Oxide/Propylene Glycol, Freeport, Texas, USA

1999 – 2002 Global Technology Director (Chlorohydrine platform), Freeport, Texas, USA

2002 – 2006 Manufacturing Director and Site Director, Board Member, SCG-Dow Group, Map Ta Phut, Thailand

2006 – 2009 Global Business Vice President for Dow Technology Licensing & Catalyst; Head of Manufacturing, Asia Pacific, Shanghai, China

Board Member: Univation Technologies LLC (Joint Venture between Dow and Exxon Mobil), Houston, USA

2009 – 2011 Managing Director, SCG-Dow Group, Country General Manager, Dow Thailand, Bangkok, Thailand

Board Member for the following Joint Venture companies:

• SCG-Dow group (A group of Joint Ventures between Dow and Siam Cement), Bangkok, Thailand

• MTP HP Company (Joint Venture between Dow and Solvey), Map Ta Phut Thailand

• Rayong Olefines Company (Multiparty Joint Venture), Rayong, Thailand

• Map Ta Phut Olefins company (Joint Venture between Dow and Siam Cement), Map Ta Phut, Thailand

2011 – 2016 ORICA, Singapore and Denver, USA

2011 – 2012 General Manager, Global Manufacturing and Supply Chain for Orica Mining Service Business, Singapore

2012 – 2015 Manufacturing Executive for Mining Systems/Vice President for Initiation Systems and Packaged Emulsion Manufacturing, Singapore

2016 – 13.10.16 Vice President, Asset Management, Orica Ltd., Denver, USA

Non Executive Director Experience

2014 – 2015 Non-Executive Director, Inenco Group, Sydney, Australia




• Independent board member for Cooper Standard Holdings, Inc., Novi, Michigan, USA

• Independent board member for XG Sciences, Inc., Lansing, Michigan, USA

• Independent board member of Newmont Mining Corporation, Greenwood Village, Colorado, USA


# Agenda Item

1Presentation of the annual financial statements and the consolidated annual financial statements,

the management report and the report of the Supervisory Board for the year 2018

2 Allocation of Profits/Dividends

3 Discharge of Management Board

4 Discharge of Supervisory Board

5 Approval of Auditor

6 Election to the Supervisory Board

7Amendment of the Articles of Association regarding the remuneration system of the Supervisory

Board

8 Say on Pay

AGM Agenda 2019


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