Formed as a stock corporation under German law, EPCOS AG has three governing bodies:

In accordance with statutory requirements, the Articles of Association and the standing orders of the Supervisory Board and the Management Board, the governing bodies are subject to the following regulations.

The Supervisory Board monitors and advises the Management Board on the conduct of business and represents the company at meetings with the Management Board. At regular intervals, the Supervisory Board discusses business development, corporate planning, corporate strategy and implementation. It examines the quarterly reports and approves the annual plan as well as the annual financial statements of EPCOS AG and the consolidated financial statements in the light of the independent auditors’ report. The Supervisory Board also appoints the members of the Management Board. Certain management decisions of major importance, such as the annual plan as well as acquisitions and divestments, require the Supervisory Board’s approval.

The Supervisory Board consists of twelve members with equal representation of shareholders and employees. The Supervisory Board sets up committees from the ranks of its members which help it to fulfill its duties and prepare resolutions. The two most important committees are the Presidency Committee and the Auditing Committee. The Presidency Committee is mainly concerned with preparing decisions of the full Supervisory Board on the conditions of employment and compensation of members of the Management Board. The Auditing Committee primarily assists the Supervisory Board in examining the quarterly and annual financial statements of EPCOS AG and the consolidated financial statements. The committees regularly report to the Supervisory Board on their activities.

Resolutions of the Supervisory Board are generally passed by a simple majority. In the event of a tie, the chairperson of the Supervisory Board has a casting vote.

The business and affairs of the EPCOS Group are controlled and managed by the Management Board of EPCOS AG, and all corporate powers, including legal representation, are exercised by or under the direction of the Management Board at its sole discretion. The Management Board is committed to the interests of the company and acts in accordance with the Corporate Principles.

Under the Articles of Association, the Management Board consists of at least two members; the number of members may be increased by the Supervisory Board. At the present time, the Management Board consists of three members: the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Chief Operations Officer (COO). Their duties include strategic alignment of the company and annual planning, the allocation of resources, and supervision of the management of the business groups and the sales organization. The Management Board is responsible for drawing up quarterly and annual financial statements for EPCOS AG and the EPCOS Group as well as for filling important vacancies in the company.

The Management Board works closely with the Supervisory Board. In written and oral reports, it informs the Supervisory Board regularly, promptly and comprehensively on all issues affecting the company as a whole, such as questions of strategy and implementation, corporate planning, business development, financial position, earnings and corporate risks. Certain management decisions of particular gravity require the approval of the Supervisory Board.

The functional responsibilities of the various members of the Management Board are proposed by the President and Chief Executive Officer (CEO), who chairs the Management Board, and recorded in a function assignment plan, which is passed by all members of the Management Board and adopted after approval by the Presidency Committee. Each member has executive powers with regard to the functional responsibilities assigned to him or her under the function assignment plan. However, the President and CEO must always be kept informed of all material affairs associated with any functional responsibility and may veto action taken by other Board members. The Management Board as a whole decides on issues affecting several functional responsibilities and various issues of general importance, such as annual financial statements, business policy, corporate planning and management agreements.

Resolutions of the Management Board are passed by simple majority. In the event of a tie, the President and CEO has a casting vote.

The President and CEO represents the company and the Management Board externally, but may delegate this function at his or her discretion to other members of the Management Board.