Report from the Supervisory Board

In the year under review, the Supervisory Board carried out the tasks incumbent upon it according to the law and the articles of association; it regularly supervised the management work of the Board of Management and offered continuous advice to the Board in its management of the company. The regular meetings took place on April 4, May 30, September 26 and December 5 2017. The principal focus of the meetings was on business development and the risk and opportunities management of the TÜV NORD Group.

At the meeting of May 30, the Supervisory Board considered the customer-focused organisation of the Industrial Services business unit and innovation management in the TÜV NORD GROUP. At the meeting of September 26, the Supervisory Board determined that the targets set in 2015 for the proportion of women in the Supervisory Board and the Board of Management of TÜV NORD AG had been met; new targets were set at the meeting of December 5 for the period until 2022. At the meeting of December 5, the budget for 2018 was discussed and approved; in addition, the Board of Management reported at this meeting on the measures adopted to achieve gender balance in the TÜV NORD Group.

The Board of Management informed the Supervisory Board regularly, promptly and comprehensively by word of mouth and in writing about all relevant issues of business development and the risk situation and about the situation and strategy of the Group, including the Group’s main companies. There were also regular exchanges between the chairman of the Supervisory Board and his counterpart on the Board of Management. In this way, the Supervisory Board was kept abreast of intended corporate policy, corporate planning and ongoing business transactions.

To carry out its tasks and prepare its deliberations and decisions, the Supervisory Board set up two committees which effectively support the work of the plenum.

Five sessions of the presidium / personnel committee took place in the year under review. The discussions focused primarily on the preparation of the plenary sessions and of the personnel and compensation decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.

In 2017 the Finance Committee met three times in advance of the Supervisory Board meetings and paid particular attention to the annual financial statement, earnings trends, risk and opportunities management and the challenges with which the Group is confronted, particularly in respect of pension obligations, arising from the low-interest environment. In its meeting of November 28, the Finance Committee addressed the plans for the 2018 fiscal year.

The auditors appointed by the General Meeting of April for 2017, BDO AG from Essen, audited the annual financial statements of TÜV NORD AG and the consolidated financial statements, including the associated reports on the situation of the company and the Group, published by the Board of Management on December 31 2017. The audit report issued by the auditors was without reservations. The auditors noted that the Board of Management had established an appropriate information and monitoring system whose design and management rendered it suitable for anticipating developments that might pose a risk to the continued existence of the company.

The financial statement documents and the audit reports for the 2017 fiscal year were discussed in the meeting of the Finance Committee of March 20 2018 with the Board of Management and the auditors. In addition, a detailed discussion took place at the meeting of the Supervisory Board on March 22 2018. The auditors were present at the deliberations on the annual and consolidated financial statements. They reported on the main results of the audits and made themselves available to the Supervisory Board should the latter require additional information.

Based on its own audit of the annual and consolidated financial statements and the management reports and the report and the recommendation of the Finance Committee, the Supervisory Board felt able to concur with the auditors’ conclusions. No objections were raised. The Supervisory Board approved both the annual and the consolidated financial statements.

A new management structure was introduced at the beginning of 2017. Since then, the Group Executive Committee has been supporting the Board of Management in its management tasks. The Board of Management remains unchanged. Dr Dirk Stenkamp was once again appointed Chairman of the Board of Management for the period ending December 31 2022. Harald Reutter was once again appointed Labour Director and member of the Board of Management for the period ending December 31 2020.

The Supervisory Board would like to thank all the employees worldwide, the company’s managers, the Board of Management, the Group Executive Committee and the employee representatives for their dedicated and successful work in 2017.

The Supervisory Board

Unterschrift Dr. Georg Schöning Unterschrift Dr. Georg Schöning Unterschrift Dr. Georg Schöning Unterschrift Dr. Georg Schöning

Dr Georg Schöning

Hanover, March 2018