Supervisory Board and Executive Board

Supervisory Board
Dr Wolfgang Rller
Former Chairman of the Supervisory Board Deutsche Lufthansa AG Honorary Chairman

Voting members
Dipl.-Ing. Dr-Ing. E.h. Jrgen Weber Former Chairman of the Executive Board Deutsche Lufthansa AG Chairman Frank Bsirske Chairman ver.di Employee representative Deputy Chairman Jacques Aigrain Chairman LCH.Clearnet Group Limited, UK Dr Werner Brandt Member of the Executive Board SAP AG Bernd Buresch Coordinator Enterprise Operation Center Employee representative Jrg Cebulla Flight captain and member of the Cockpit pilots union Employee representative Dipl.-Vwt. Jrgen Erwert Administrative staff member Employee representative Herbert Hainer Chairman of the Executive Board adidas AG Dr Jrgen Hambrecht Former Chairman of the Executive Board BASF SE Dominique Hiekel Purser Employee representative Dr h.c. Robert Kimmitt Senior International Counsel WilmerHale, USA Martin Koehler Senior Advisor The Boston Consulting Group Inc. Dr Nicola LeibingerKammller Managing partner and Chair of the Management Board TRUMPF GmbH + Co. KG Eckhard Lieb Engine maintenance mechanic Employee representative Simon Reimann Flight attendant and member of the trade union UFO Employee representative Marlies Rose Flight Manager Employee representative Dr Klaus G. Schlede Former Deputy Chairman of the Executive Board Deutsche Lufthansa AG Matthias Wissmann President of the German Automotive Industry Federation (VDA) Dr Michael Wollstadt Head IT Development Network Management Employee representative Stefan Ziegler Captain Employee representative

Executive Board
Dr Christoph Franz Chairman of the Executive Board Stephan Gemkow Member of the Executive Board Chief Financial Officer and Aviation Services (until 30 June 2012) Stefan Lauer Member of the Executive Board Chief Officer Group Airlines and Corporate Human Resources Simone Menne Member of the Executive Board Chief Officer Finances and Aviation Services (since 1 July 2012) Carsten Spohr Member of the Executive Board CEO Lufthansa German Airlines

200

Lufthansa Annual Report 2012

To our shareholders|Management report Consolidated financial statements|Further information

Supervisory Board and Executive Board

Supervisory Board Committees

Steering Committee Dipl.-Ing. Dr-Ing. E.h. Jrgen Weber (Chairman) Frank Bsirske (Deputy Chairman) Bernd Buresch Dr Jrgen Hambrecht
Four meetings in 2012

The Supervisory Board has elected a Steering Committee from among its members made up of equal numbers of shareholder and employee representatives. It consists of the Chairman of the Supervisory Board, his deputy and two other members. The Steering Committee gives recommendations to the Supervisory Board on the contents, form and signing of employment contracts with Executive Board members and is responsible for other HR matters involving board members and authorised company representatives (e.g. lending in accordance with Section 89 Stock Corporation Act (AktG)). The Steering Committee represents the Company in dealings with the members of the Executive Board (Section 112 AktG). It is also responsible for contracts with members of the Supervisory Board (Section 114 AktG) and for lending to members of the Supervisory Board (Section 115 AktG). The committee also rules on other HR matters which have to be submitted to the Super visory Board for approval in accordance with the internal regulations for the Executive Board. In the event of equal voting, the Chairman of the Supervisory Board has the casting vote.

Audit Committee Dr Klaus G. Schlede (Chairman) Dr Werner Brandt Jrgen Erwert Martin Koehler Eckhard Lieb Dr Michael Wollstadt
Four meetings in 2012

The Supervisory Board has elected an Audit Committee from among its members made up of equal numbers of shareholder and employee representatives, which has six members. The chair is held by a member of the Supervisory Board elected to this post. The members of the Audit Committee should have special knowledge in the area of accounting, management and financial management. One of the Supervisory Board members to qualify as an independent financial expert is Audit Committee member Dr Werner Brandt, CFO of SAP AG. The task of the Audit Committee is to discuss, in accordance with instructions from the Chairman of the Supervisory Board, the monitoring of the accounting process, the examination of the effect iveness of the internal control system, the risk management system and the internal auditing system as well as matters of compliance, the necessary independence of the auditors, the appointment of auditors, the focus of audits and the fee agreement, and to make recommendations in this respect to the Supervisory Board, particularly on the auditors to put forward for election at the Annual General Meeting and on approval of the individual and consolidated financial statements. The Audit Committee also discusses the quarterly interim reports with the Executive Board before they are published. The Audit Committee is authorised to lay down the internal organisation of its work in its own internal regulations, which it submits to the Supervisory Board for its information.

Nomination Committee

Dr Jrgen Hambrecht Dr Klaus G. Schlede Dipl.-Ing. Dr-Ing. E.h. Jrgen Weber

Two meetings in 2012

The Supervisory Board has elected a Nomination Committee from among its shareholder representatives, consisting of three equal members. The Committees task is to propose to the Supervisory Board suitable candidates to recommend for election at the Annual General Meeting. At least five shareholder representatives should be independent members of the Supervisory Board. At least two shareholder representatives should be women. Taking the aforementioned requirements into account, a reasonable number of members should also have several years of professional experience gained outside Germany.

Arbitration Committee in accordance with Section 27 Paragraph 3 Co-determination Act (MitbestG) Dipl.-Ing. Dr-Ing. E.h. Jrgen Weber (Chairman) Frank Bsirske (Deputy Chairman) Dr Jrgen Hambrecht Dominique Hiekel
No meetings in 2012

The task of this committee, appointed in accordance with Section 9 Paragraph 2 of the Companys Articles of Association, is to exercise the rights mentioned in Section 31 Paragraph 3 Sentence 1 of the Co-determination Act when members are appointed to the Executive Board, and when their appointment is revoked.

Lufthansa Annual Report 2012

201

Other mandates of the Supervisory Board members of Deutsche Lufthansa AG

As of 31December 2012 Dipl.-Ing. Dr-Ing. E.h. Jrgen Weber a) Allianz Lebensversicherungs-AG Voith GmbH Willy Bogner GmbH & Co. KGaA (Chairman of the Supervisory Board) b) Loyalty Partner GmbH (Chairman of the Supervisory Board) Tetra Laval Group Frank Bsirske a) Deutsche Postbank AG (Deputy Chairman of the Supervisory Board) IBM Central Holding GmbH RWE AG (Deputy Chairman of the Supervisory Board) b) Kreditanstalt fr Wiederaufbau Jacques Aigrain b) J.A. Consulting SA, Switzerland LCH Clearnet Ltd (Chairman) LCH Clearnet LLC (Chairman) LCH Clearnet SA (Director) LyondellBassell NV QFCA Qatar Financial Center Authority Resolution Limited UK Swiss International Air Lines AG Dr Werner Brandt b) QIAGEN N.V. Bernd Buresch a) Lufthansa Systems AG Herbert Hainer a)  Allianz Germany AG FC Bayern Mnchen AG (Deputy Chairman of the Supervisory Board) Dr Jrgen Hambrecht a) Daimler AG Fuchs Petrolub AG (Chairman) TRUMPF GmbH + Co. KG (Chairman) Martin Koehler a) Delton AG Dr Nicola Leibinger-Kammller a) Axel Springer AG Siemens AG Voith GmbH Eckhard Lieb a) Albatros Versicherungsdienste GmbH Matthias Wissmann a) Seeburger AG (Deputy Chairman of the Supervisory Board)

Mandates of the Executive Board members of Deutsche Lufthansa AG

As of 31December 2012 Dr Christoph Franz a) Lufthansa Technik AG* (Chairman) b)  Roche Holding AG Stadler Rail AG Swiss International Air Lines AG* Stephan Gemkow (at the time of his departure on 30.6.2012) a) Delvag Luftfahrtversicherungs-AG* (Chairman) (until 30.6.2012) Evonik Industries AG LSG Lufthansa Service Holding AG* (Chairman) (until 30.6.2012) Lufthansa AirPlus Servicekarten GmbH* (Chairman) (until 30.6.2012) Lufthansa Cargo AG* (Chairman) (until 30.6.2012) Lufthansa Systems AG* (Chairman) (until 30.6.2012) Lufthansa Technik AG* (Chairman) (until 30.6.2012) b) Amadeus IT Group S.A. Amadeus IT Holding S.A. JetBlue Airways Corp. Stefan Lauer a) Fraport AG Germanwings GmbH* (Chairman) (until 31.12.2012) LSG Lufthansa Service Holding AG* Lufthansa Cargo AG* Lufthansa Flight Training GmbH* (Chairman) Pensions-Sicherungs-Verein VVaG b)  Aircraft Maintenance and Engineering Corp. (Deputy Chairman) Austrian Airlines AG* (Chairman of the Supervisory Board) ESMT European School of Management and Technology GmbH Landesbank Hessen-Thringen Girozentrale SN Airholding SA/NV Gnes Ekspres Havacilik A.S. (SunExpress) (Deputy Chairman) Swiss International Air Lines AG* (Deputy Chairman) Simone Menne a) Delvag Luftfahrtversicherungs-AG * (Chairman) LSG Lufthansa Service Holding AG * (Chairman) LRS Lufthansa Revenue Services GmbH * Lufthansa Cargo AG * (Chairman) Lufthansa Systems AG * (Chairman) Lufthansa Technik AG * Carsten Spohr a) Germanwings GmbH * (Chairman) (from 1.1.2013) b) Dr August Oetker KG

a) Membership of supervisory boards required by law. b) Membership of comparable supervisory bodies at companies in Germany and abroad. * Group mandate.

202

Lufthansa Annual Report 2012