Remuneration of the Executive and Non-executive Members of the Board

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1 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board 77 Remuneration of the Executive and Non-executive Members of the Board Tables Summarizing the Remuneration and Options and Shares Granted to Each Corporate Officer (Chairman of the Board and Chief Executive Officer) remuneration 1,474 1,302 Options valuation granted during the reporting period 0 0 Valuation of the performance shares granted in previous years Total 1,840 1,458 (Executive Vice President Research and Development) remuneration Options valuation granted during the reporting period 0 0 Valuation of the performance shares granted in previous years 0 0 Total Summary of the Remuneration for Each Corporate Officer Volker Niebel (Executive Vice President of Operations and IT) remuneration Options valuation granted during the reporting period 0 0 Valuation of the performance shares granted in previous years 0 0 Total (Executive Vice President of Marketing, Sales and Services) remuneration Options valuation granted during the reporting period 0 0 Valuation of the performance shares granted in previous years Total ) (Chairman of the Board and Chief Executive Officer) in K Year 2012 Year 2011 Fixed remuneration Variable remuneration 2) Long-Term Incentive 3) Exceptional remuneration Director fees Benefits in kind 4) Total 1, ) receives his salary from Sartorius AG for its duties performed for the entire Sartorius Group. His remuneration is determined annually by the Supervisory Board of Sartorius AG. 2) The variable remuneration contains components that are based on the economic success of the Group, in particular sales revenue and profit and the ratio of net debt to EBITDA. 3) Addition to the pension plan, the addition to the Phantom Stock Plan and one other long-term component, including the valuation of these components granted in prior years. 4) Company car

2 78 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board Volker Niebel 1) (Executive Vice President of Operations and IT) 1) (Executive Vice President of Research and Development) Year 2012 Year 2011 Year 2012 Year 2011 in K in K Fixed remuneration Variable remuneration 2) Exceptional remuneration Director fees Benefits in kind 3) Total Fixed remuneration Variable remuneration 2) Exceptional remuneration Director fees Benefits in kind 3) 8 6 Total ) Volker Niebel receives his salary from Sartorius Stedim Biotech GmbH for its duties performed for the Sartorius Stedim Biotech Group. 2) The variable remuneration contains components that are based on the economic success of the Group, in particular sales revenue and profit and the ratio of net debt to EBITDA. 3) Company car 1) receives his salary from Sartorius Stedim Biotech GmbH for its duties performed for the Sartorius Stedim Biotech Group. 2) The variable remuneration contains components that are based on the economic success of the Group, in particular sales revenue and profit and the ratio of net debt to EBITDA. 3) Company car 1) (Executive Vice President of Marketing, Sales and Services) in K Year 2012 Year 2011 Fixed remuneration Variable remuneration 2) Long-Term Incentive 3) Exceptional remuneration Director fees Benefits in kind 4) Total ) receives his salary from Sartorius AG for its duties performed for the entire Sartorius Group. His remuneration is determined annually by the Supervisory Board of Sartorius AG. 2) The variable remuneration contains components that are based on the economic success of the Group, in particular sales revenue and profit and the ratio of net debt to EBITDA. 3) Addition to the pension plan, the addition to the Phantom Stock Plan and one other long-term component, including the valuation of these components granted in prior years. 4) Company car Table on Directors' Meeting Attendance Fees and Other Remuneration Received by Non-Executive Corporate Officers Bernard Lemaître Director fees Other remuneration Arnold Picot Director fees Other remuneration Liliane de Lassus Director fees Other remuneration Henri Riey Director fees Other remuneration Total

3 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board 79 Stock Options Granted During the Reporting Period to the Executive Corporate Officers by the Issuer or Any Other Company of the Group Name of the executive corporate officer Date of the plan Nature of Valuation of these with regard to calculation method Number of granted during the rerpoting period Price of exercised Window period Volker Niebel NONE Total Stock Options Exercised During the Reporting Period by Each Corporate Officer Performance Shares Available for Each Corporate Officer Name of the executive corporate officer Volker Niebel Total Date of the plan Number of exercised stock NONE Price of exercise Performance shares available for each corporate officer 1) Volker Niebel Liliane de Lassus Bernard Lemaître Henri Riey Total Date of the plan Number of shares available during the reporting period none none Acquisition conditions 1) The performance shares are bonus shares allocated to the corporate officers within the framework of the L articles and following of the commercial law, and which are subjected to additional requirements laid down by recommendations AFEP/MEDEF of October 2008.

4 80 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board Performance Shares Granted to Corporate Officers Performance shares granted by the ASM during the reporting period to any corporate officer by the issuer or any other company of the Group Date of the plan Number of shares granted during the year Valuation of the shares according to the consolidated accounts methodology Date of acquisition Date of availability 4, Jan. 01, 2012 Jan. 01, 2016 Volker Niebel 0 2, Jan. 01, 2012 Jan. 01, Liliane de Lassus Bernard Lemaître Henri Riey Total 7, Performance conditions 1) 1) The performance shares are comprised of a phantom stock plan. The phantom stock plan is used as the variable incentive component that includes a risk portion. This remuneration component depends on the development of the Sartorius AG share price over a period of at least four (formerly three) years and is payable only if this price exceeds at least 7.5% (formerly 10%) per year relative to the time the phantom stock was assigned or if the share price outperformed the TecDAX as a comparative index. The amount to be paid is capped at a maximum of 2.5 times the share price at the time the phantom stock was assigned, based in each case on the actual annual tranche concerned. The use of a component that is designed to have a long-term incentive effect and entails risk is recommended by the French and German Corporate Governance Codes.

5 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board 81 Stock Options Granted Historical Information Annual Shareholders Meeting Board of Directors Meeting Total number of stock subscribed or bought thereof for the following people : CEO and Chairman of the Board Plan N 2 Plan N 3 Plan N 4 Plan N 5 Plan N 6 Plan N 7 Plan N 8 Plan N 9 Volker Niebel NONE Arnold Picot Bernard Lemaître Liliane de Lassus Henri Riey Starting point of the stock Expiration date Price Exercised modalities Number of stock suscribed as of Dec Number of erased stock Stock yet exercised Stock Options Granted to the Top Ten Non-corporate Officers and Exercised by Them Stock granted to the top 10 employees non corporate officers and exercised by them Total number of granted stock Average price in Plan N 2 Plan N 3 Plan N 4 Plan N 5 Plan N 6 Plan N 7 Plan N 8 Plan N 9 Option granted, during the reporting period, by the issuer or other companies in the Group, to the top 10 employees to the issuer of the companies of the Group that lead to the maximum number Options owned on the issuer or other companies of the Group, exercised during the reporting period by the top 10 employees, which lead to the maximum number 15, , ,000

6 82 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board Additional Information about the Executive Board Members Corporate officer Employment contract Additional pension plan Indemnities or due compensations with regard to termination contracts or positions Non compete clause indemnities Yes No Yes No Yes No Yes No CEO and Chairman [1] [4] [5] [6] [2] none [5] [6] [3] none [5] [7] Volker Niebel [3] none none [7] [1] has an employment contract with Sartorius AG for his duties performed as CEO of the entire Sartorius Group, including Sartorius Lab Products and Services. This is standard practice in Germany. [2] has an employment contract with Sartorius AG for his duties performed as a member of the Executive Board of the entire Sartorius Group, including Sartorius Lab Products and Services. This is standard practice in Germany. [3] and Volker Niebel each have an employment contract with Sartorius Stedim Biotech GmbH for their duties performed as managing directors of the company. This is standard practice in Germany. [4] There is a common pension plan in place at the Sartorius AG level for. The level of his entitlement to benefits paid under a company pension plan depends on his respective tenure. [5] The severance cap for the members of the Executive Committee is the remuneration for two years based on the actual remuneration at the time of the termination of the employment contract. In case of the employment contract lasts less than two years, the severance payment is capped at an amount of the remaining remuneration of the employment contract. [6] and have a mandatory non-compete clause for the time they are appointed as members of the Executive Board of Sartorius AG. For the time period of two years after the end of their appointments as members of the Executive Board of Sartorius AG, they have got an additional non-compete clause, which grants them an indemnity of half of the received gross salary per year of the non-compete period. The non-compete period is two years. [7] For a two-year period after the end of their employment contract with Sartorius Stedim Biotech GmbH, Volker Niebel and are bound by a non-competition clause, which grants a compensation equal to half of their annual gross salary during the non-competition period. This non-compete period is two years.

7 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board 83 Additional Information about the Remuneration of the Executive Board Members General and Fixed Remuneration The total value of the remuneration of an Executive member reflects the scope of the responsibilities of the Executive member concerned, the Executive member s personal performance, the company s economic situation and sustainable progress. In addition, the extent to which this amount of remuneration is typical is considered, taking into account peer companies and the remuneration structure in place in other areas of the company and in similar companies. Remuneration is comprised of both fixed and variable components and is reviewed annually to ensure that it remains appropriate. The variable remuneration components paid in addition to the fixed base salary represent approximately half of the total remuneration excluding pension commitments and fringe benefits in the case of 100% target achievement. Variable Remuneration The variable portion of this remuneration contains components that are paid annually (subordinate targets measured against sales revenue/order intake, EBITA (see glossary) and ratio of net debt to EBITDA) and components determined by multi-year assessment (measured against consolidated net profit). a) Annually paid variable remuneration The portion of the variable remuneration that is to be paid annually depends on the degree to which the target is achieved. Thus, target achievement is subdivided into the previously mentioned three subordinate targets, which are each separately paid. Sales Revenue Order Intake If the degree of target achievement is below 90%, no remuneration is paid. If 90% is achieved, 50% of the awarded sum is paid out. Thereafter, payment increases linearly up to a target achievement of 104%, at which a maximum of 120% of the awarded sum is paid out. The degree of payment of 120% constitutes the cap for this subordinate target at the same time. EBITA (see glossary) If the degree of target achievement is below 70%, no remuneration is paid. If 70% is achieved, 70% of the awarded sum is paid out. Thereafter, payment increases linearly up to a target achievement of 120%, at which a maximum of 120% of the awarded sum is paid out. The degree of payment of 120% constitutes the cap for this subordinate target at the same time. Ratio of Net Debt to EBITDA No remuneration is paid if the ratio of net debt to EBITDA achieved is below the lower limit defined. If this defined value is achieved, 50% of the awarded sum is paid out. Thereafter, payment increases linearly up to a target achievement of 120%, at which a maximum of 120% of the awarded sum is paid out. The degree of payment of 120% constitutes the cap for this subordinate target at the same time. b) Variable remuneration: consolidated net profit Components determined by multi-year assessment depend on the degree to which the target is achieved. Consolidated net profit has to be considered in this context. Consolidated Net Profit For this subordinate target, the basis for assessment is the consolidated net profit after minority interest excluding amortization (impairment of the value of intangible assets, such as customer databases or patents, which results from purchase price allocation within the scope of business combinations pursuant to IFRS 3). Target achievement for assessing annual variable remuneration is based on the average taken over a period of three fiscal years, beginning in To smooth the to be paid out, a partial payment amounting to 50% of the target achievement for a fiscal year will be effected. Any overpayments as a result of these partial payments will be offset in the following year against other remuneration components (fixed or variable). No partial payment will be made in the year prior to an Executive Board member s resignation. Full account is thus taken of any negative results and the effects thereof continue to have an impact on the remuneration of the Executive Board member concerned even after he or she has left the company. If a defined minimum value is attained, payment of the awarded sum will increase linearly from 0% to a maximum of 120% of the subordinate target achievement value defined. The degree of payment of 120% constitutes the cap for this subordinate target at the same time. c) Variable remuneration: phantom stock plan Phantom Stock Plan and have access to the Phantom Stock Plan because of their responsibilities at the Sartorius AG level. Through the issue of shadow shares, called phantom stock, Executive members are treated as if they were owners of a certain number of shares in Sartorius AG,

8 84 Corporate Governance Remuneration of the Executive and Non-executive Members of the Board without, however, being entitled to receive dividends. The development of the value of this phantom stock is linked with the development of the Sartorius share; both increases and decreases in the share price are taken into account. Later, this phantom stock is valuated based on the share price at the time and its equivalent is paid out, provided that the associated conditions are met. Phantom stock can be traded and does entail any share subscription rights. According to the Sartorius phantom stock plan, each Executive member is credited at the beginning of every year with phantom stock units valued at an agreed monetary sum. The value of this phantom stock can be paid out only as an entire annual tranche. Payment can be requested, at the earliest, after a period of four years and no later than after eight years. An Executive member is entitled to receive payment for phantom stock units only if the share price at the time of the payment request has appreciated at least 7.5% per year relative to the time the phantom stock was assigned or if the share price outperformed the TecDAX as a comparative index. The phantom stock plan rules out subsequent changes to the parameters used for comparative stock valuation. The amount to be paid is capped at a maximum of 2.5 times the share price at the time the phantom stock was assigned, based in each case on the actual annual tranche concerned. Assignment of this phantom stock and payment of its monetary equivalent depend on the mean value calculated from the average prices of both classes of Sartorius AG share in the closing auction of Xetra trading on the Frankfurt Stock Exchange over the last 20 days of trading of the previous year or the 20 days of trading prior to submission of the payment request. This serves to compensate for any short-term fluctuations in the share price. Payment for phantom stock is blocked for the four weeks preceding the scheduled publication date of quarterly and preliminary yearend results and for 20 days of trading on the stock exchange following the actual publication of quarterly and preliminary yearend results. These blackout periods are intended to prevent Executive Board members profiting from their insider knowledge. Pension Commitments Executive Board members receive pension commitments when reappointed for the first time. Until now, the level of their entitlement to benefits paid under a company pension scheme had been calculated based on the salary of a German federal civil servant of salary class B for ministry officials according to the Federal Civil Service Remuneration Act (Bundesbesoldungsgesetz), and depended on the term of their respective appointments. Benefits under the company pension scheme are still granted in the form of a retirement pension for old age and invalidity and in the form of survivors benefits for the surviving spouse and children of the decedent. After a member has turned 65, this shall be considered the regular age limit at which this member shall automatically retire. If an Executive Board member is reappointed for a second time, the benefits under the company pension scheme used to be extended by an externally financed defined contribution plan commitment. Besides securing a basic retirement amount, this commitment used to provide for the third-term Executive Board member to make his own contribution from his variable earnings and for the company to match this contribution by a bonus amount. This practice was modified by the resolution adopted by the Supervisory Board on August 24, 2011, in that upon being reappointed for the first time, an Executive Board member will receive an externally financed defined contribution plan commitment, which, in addition to securing a basic retirement amount, now provides for this second-term Executive Board member to make his own contribution from his variable earnings and for the company to match this contribution by a bonus amount. Other Remuneration Components In the reporting year, the remuneration policy was amended to include a rule to authorize the Supervisory Board to grant special remuneration, according to equitable discretion, to an Executive Board member for the latter's extraordinary performance. Severance Cap The employment contracts concluded in connection with new appointments and reappointments include a severance pay cap of a maximum of two annual salaries to cover cases in which membership of the Executive Board is terminated prematurely. Fringe Benefits The members of the Executive Board are each entitled to use a company car, reclaim expenses incurred on business travel and to be covered by accident insurance and D&O insurance as fringe benefits in addition to receiving the remuneration components mentioned. The D&O insurance provides for the application of a deductible or excess in the amount required by law.

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