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Remuneration of the Executive Board and the Supervisory Board

The individual members of the Executive Board receive remuneration based on their individual tasks, their personal performance and on the economic situation of the company. The remuneration comprises a basic fixed component and a variable component. The variable component will be divided up into a performance-related portion, calculated according to ROCE, and a qualitative portion, the calculation of which is based on the overall performance of the individual Board member. The performance-related portion is capped, which has the effect of creating a long-term incentive. In addition, the members of the Executive Board receive a pension commitment which is a percentage portion of between 50 and 60% of the fixed remuneration component, and does not therefore depend on the variable component. No other payments have been pledged to any Board member in the event that his service to the company should end. The Supervisory Board reviewed the structure of the Executive Board's remuneration in 2005.

Remuneration received by the individual Executive Board members in 2005 (in €):

in €	Annual payment
	Fixed remuneration	Remuneration in kind	Performance-related remuneration¹⁾	Total³⁾	Pension claim (annual payments) as per 31/12/2005
Wolfgang Leese (Chairman)	480,000	40,851	480,000	1,000,851	239,285²⁾
Wolfgang Eging	300,000	7,670	300,000	607,670	97,280²⁾
Dr.-Ing. Heinz Jörg Fuhrmann	341,675	24,742	300,000	666,417	115,200²⁾
Peter-Jürgen Schneider	300,000	27,373	300,000	627,373	40,000

1) Provision amounts; determined by way of resolution by the Presiding Committee of the Supervisory Board once the annual financial statements have been drawn up
2) Including a pension commitment taken over against compensation by the prior employer
3) Members of the Executive Board who left the company in the year under review received remuneration in the amount of € 1,287,342 million; as approval for the itemized disclosure of remuneration has not been given, this information was not disclosed

Remuneration with long-term incentive was neither granted nor pledged to the individual members of the Executive Board in 2005. Similarly, no benefits relating to their activities as members of the Executive Board were pledged or granted by third parties.

The members of the Supervisory Board receive remuneration which reflects their tasks and the economic situation of the company. The remuneration comprises a basic fixed component and two performance-related components. One of these performance-related components is based on the dividend paid to the shareholders in the respective financial year. In this case, remuneration is only granted if the dividend distributed for the year exceeds € 0.20 per share. The other component depends on the average consolidated result (EBT) of the last three financial years and is thus geared to the long-term performance of the company. It is only payable if the result is higher than an average of € 150 million. The Chairman of the Supervisory Board receives double and the Vice Chairman one and a half times the amount resulting from the addition of the respective remuneration components. In addition, compensation for membership of the committees of the Supervisory Board is paid, as well as attendance fees.

Remuneration received by the members of the Supervisory Board in 2005 (in €):

in €	Fixed remuneration	Performance-based remuneration based on		Committee remuneration	Attendance fees	Total²⁾
		annual performance¹⁾	long-term company performance²⁾
Dr. Wilfried Lochte, Chairman	24,000	64,000	16,066	2,000	1,500	107,566
Jürgen Peters, Vice Chairman (since March 2005)	17,000	45,333	10,035	1,000	1,500	74,868
Dr. Dieter Brunke (until Sep 2005)	9,000	24,000	6,024		500	39,524
Hannelore Elze	12,000	32,000	8,031		1,250	53,281
Hermann Eppers	12,000	32,000	8,031		1,250	53,281
Kurt van Haaren (until July 2005)	7,000	18,667	4,660		500	30,827
Prof. Dr. Heinz Haferkamp	12,000	32,000	8,031		1,250	53,281
Prof. Dr. Rudolf Hickel	12,000	32,000	8,031		1,250	53,281
Dr. Gunther Krajewski	12,000	32,000	8,031	1,000	1,500	54,531
Prof. Dr. Hans-Jürgen Krupp	12,000	32,000	8,031		1,250	53,281
Hans-Jürgen Ladberg (until Aug 2005)	8,000	21,333	5,354		500	35,187
Bernd Lange (until August 2005)	8,000	21,333	5,354		250	34,937
Dr. Arno Morenz	12,000	32,000	8,031		1,250	53,281
Dr. Hannes Rehm	12,000	32,000	8,031	1,000	1,000	54,031
Dr. Rudolf Rupprecht	12,000	32,000	8,031		1,250	53,281
Ernst Schäfer	12,000	32,000	8,031	1,000	1,500	54,531
Christian Schwandt	12,000	32,000	8,031		1,250	53,281
Walter Skiba (since Sep 2005)	4,000	10,667	2,677		750	18,094
Michael Sommer (since Sep 2005)	4,000	10,667	2,677		750	18,094
Dr. Johannes Teyssen (since Sep 2005)	4,000	10,667	2,677		750	18,094
Rainer Thieme	12,000	32,000	8,031		1,000	53,031
Friedrich-Wilhelm Tölkes	12,000	32,000	8,031	1,000	1,500	54,531
Hartmut Tölle	12,000	32,000	8,031		1,250	53,281
Prof. Dr. Martin Winterkorn	12,000	32,000	8,031		750	52,781
Prof. Dr. Ulrich Zachert (since Sep 2005)	4,000	10,667	2,677		750	18,094
Total	269,000	717,334	178,666	7,000	26,250	1,198,250

In addition, the following members of the Supervisory Boards received remuneration for mandates of subsidiaries of Salzgitter AG:

in €	Fixed remuneration	Performance-based remuneration based on		Committee remuneration	Attendance fees	Total
		annual performance	long-term company performance
Jürgen Peters (until May 2005)	7,500	−	−	−	75	7,575
Ernst Schäfer	7,167	−	−	−	300	7,467
Christian Schwandt	5,000	−	−	−	400	5,400
Friedrich-Wilhelm Tölkes	10,833	−	−	−	375	11,208
Walter Skiba (since Sep 2005)	8,751	−	−	−	250	9,001
Total	39,251	0	0	0	1,400	40,651
Overall total	308,251	717,334	178,666	7,000	27,650	1,238,901²⁾

1) The amounts presuppose that the General Meeting of Shareholders 2006 will approve the dividend proposal by the Executive and Supervisory Boards
2) The amounts correspond to the provisions which had been formed in the financial statements of Salzgitter AG on the basis of estimated Group results for 2005, and deviate slightly from the amounts that will apply after the financial statements are adopted on March 30, 2006

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