Governing Bodies

Supervisory Board

The rights and obligations of the Supervisory Board are set out in the German Stock Corporation Act, the German Co-Determination Act, and the Articles of Association of the Company. The internal organisation of the Supervisory Board is set out in its bylaws. They also contain regulations governing the relations between the Board of Executive Directors and the Supervisory Board.

The Supervisory Board appoints the Board of Executive Directors and oversees and advises it in connection with the carrying on of business. The Supervisory Board should be involved in all decisions of fundamental importance for the Company. It should, together with the Board of Executive Directors, ensure long-term succession planning. The Supervisory Board also has the task of examining the annual financial statements and the management reports as well as preparing a report on the annual financial statements and the management reports for the Annual General Meeting. Moreover, it has the task of providing proposals to the Annual General Meeting for electing shareholder representatives.

The Supervisory Board of K+S has 16 members and, as required by the German Co-Determination Act, its members include an equal number of representatives of the shareholders and of the employees.

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Board of Executive Directors

The Board of Executive Directors is responsible for managing the Company, particularly for the strategic corporate direction as well as for the internal control and risk management system. The Board of Executive Directors also represents the Company in court and in relation to third parties.

The rights and obligations of the Board of Executive Directors are set out in the German Stock Corporation Act, in the Articles of Association of the Company and the service contracts of the members of the Board of Executive Directors, which are supplemented by the Supervisory Board's catalogue of approval and the statutory reporting and information obligations set out by the Supervisory Board. The internal organisation of the Board of Executive Directors is set out in its bylaws. They contain regulations which govern the areas of responsibility of the Board of Executive Directors as a whole, its Chairman and the individual members of the Board of Directors. They also contain regulations on the meetings of the Board of Executive Directors.

The Board of Executive Directors keeps the Supervisory Board informed at regular intervals in a timely and comprehensive manner about all issues that are of relevance to the Company as a whole and concern corporate strategy, planning, business development and the financial and earnings position as well as about any particular business risks and opportunities. Important decisions require the consent of the Supervisory Board.

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Annual General Meeting

The shareholders employ their rights at the Annual General Meeting and exercise their voting rights at it. The right to vote gives the shareholder the right to participate in resolutions of the Annual General Meeting.

Basically, each share carries the same voting right: "one share, one vote". Shareholders who are unable to participate in the Annual General Meeting or who leave the Annual General Meeting before voting commences can have their voting rights exercised by an authorized representative of their choice or by a proxy of the Company in accordance with the instructions issued to that proxy.

The Board of Executive Directors of K+S AG presents the annual financial statements and the consolidated financial statements to the Annual General Meeting.

The Annual General Meeting decides on the appropriation of profits and on the discharging of duties by the Board of Executive Directors and the Supervisory Board, elects the shareholder representatives on the Supervisory Board and appoints the auditors. The Annual General Meeting also adopts resolutions on amendments to the Articles of Association and on capital-influencing measures. The ordinary Annual General Meeting of K+S AG is held annually, within the first eight months of thefollowing financial year.

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