A-TEC INDUSTRIES AG

Disclosure of information on the remuneration of Management and Supervisory board members

The following information concerning remuneration relates to the implementation of the EU recommendation on directors’ remuneration of 30 April 2009 by means of a revision of the Austrian Code of Corporate Governance dated January 2010.

No material changes were made to the principles governing the remuneration of A-TEC Industries AG Management Board members as compared to the previous year. The remuneration of the members of the Management Board varies according to their duties, responsibilities and personal performance, and the balance of these components is reasonable.

The variable components are geared to the business performance of the Group, and the main performance measures applied are operating profits in the form of EBIT or EBT, or order intake. One Management Board member’s compensation is subject to an upper limit. In the case of the other two members there are no contractual limits to the ratio to the fixed components in the meaning of Rule 27. The ratio of the variable components of the Management Board's compensation to total compensation was 59.4% during the year under review (2008: 6.4%).

The remuneration components are set for a period of one year and hence do not include any multiple-year or non-financial criteria. A-TEC Industries AG’s stable ownership structure, with core shareholders whose interest is in long-term value creation, does not induce management to take unwise short-term, speculative risks but encourages it to base its decisions on long-term performance criteria.

In 2008 one Management Board member was granted 44,000 share options in the form of an equity settled plan, at an issue price of EUR 25.00 per share. Investment of own capital is not prescribed. To fully exercise the share options, the eligible member must have been an active employee of the Company continuously for a period of at least three years.

There is no company pension scheme for A-TEC Industries AG Management Board members; there are isolated instances of individual agreements at divisional level. Entitlements to termination benefits payable on separation are at competitive levels for the industries concerned. However, there are no limits to amounts or time limits in the event of premature termination as required by C Rule 27a of the Code. Currently there are no contractual arrangements allowing the Company to require repayment of variable remuneration components.

Directors’ and officers’ (D&O) insurance cover at normal industry levels has been taken out for Management Board members at the Company’s expense.

The remuneration of Management Board members was EUR 2,695,000 in 2009 (2008: EUR 1,093,000). Of this amount the fixed pay components were EUR 1,067,000 (2008: EUR 995,000) and the variable components EUR 1,600,000 (2008: EUR 70,000).

A-TEC Industries AG takes the view that disclosure of the remuneration of individual board members in accordance with C Rule 31 would be of no benefit to shareholders.

The principles and the amount of remuneration of Supervisory Board members, including the chairman and his deputy, are published in the Articles of Association to be posted on A-TEC Industries AG’s website. In total, Supervisory Board members receive onetenth of a percent of the profits after tax reported in the approved consolidated financial statements. This amount is distributed at a rate of 100% for the chairman, 75% for his deputy, and 50% for all other members. The minimum remuneration was paid in 2009, with the chairman’s entitlement set at EUR 20,000, that of his deputy at EUR 15,000, and that of all other members at EUR 10,000.

Performance-related remuneration is limited to twice the above amounts. The total compensation of the Supervisory Board in 2009 was EUR 91,000 (2008: EUR 77,000).