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Expert Corporate Governance Service (ECGS)
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Deutsche Lufthansa - AGM 07 May 2019

Item 6: Approval is sought for the new remuneration system for the Management Board which is applicable since financial year 2019. The new remuneration system is considered as an improvement compared to the previous remuneration system due to a reduction of complexity and the introduction of share ownership guidelines. However, we have concerns over the increase in the base salary of the CEO by 18%, which we consider as inadequately high, as well as over the absolute level and structure of remuneration being paid to Management Board members: The maximum total remuneration (excluding pension benefits and benefits in kind) may reach up to EUR 8.09m for the CEO (~495% of base salary) and up to EUR 4.26m for the other Management Board members (~495% of base salary) which exceeds ECGS guidelines.

We therefore recommend to oppose the new remuneration system for Management Board members.

Item 11: PwC, Düsseldorf, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that PwC has audited the Company since the financial year 1955 which significantly exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of PwC as auditor.

Underlying
Deutsche Lufthansa AG

Deutsche Lufthansa is an aviation group based in Germany. Co. maintains global operations and a total of more than 500 subsidiaries and associated companies. Co. operates in five major business segments: scheduled passenger air traffic ("Passenger Airline Group"); scheduled airfreight services ("Logistics"); maintenance, repair and overhaul ("MRO"); information technology ("IT Services") and catering ("Catering").

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