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INNOCOLL AG A. Purpose the Purpose of the Compensation

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INNOCOLL AG A. Purpose the Purpose of the Compensation INNOCOLL AG COMPENSATION COMMITTEE CHARTER A. Purpose The purpose of the Compensation Committee (Vergütungsausschuss) of the Supervisory Board (Aufsichtsrat) (the “Board”) of INNOCOLL AG (the “Company”) is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s members of the Management Board (Vorstand) and other executive officers. As a German stock corporation listed on NASDAQ, the Company is required to follow the relevant NASDAQ rules as well as the relevant provisions of the German corporate governance code (as such code is in effect from time to time) (“German Corporate Governance Code”). Irrespective of differences between the NASDAQ rules, the German Corporate Governance Code and the relevant internal corporate documents, the Board as well as the different Board committees will follow primarily the mandatory provisions of German stock corporation law. The Compensation Committee is contained in Section 10 of the Rules of Procedure of the Supervisory Board of the Company. B. Structure and Membership 1. Number. The Compensation Committee shall consist of four members of the Board. 2. Independence. Except as otherwise permitted by the applicable NASDAQ rules, each member of the Compensation Committee shall be an “independent director” as defined by NASDAQ Rule 5605(a)(2) and otherwise meet the applicable criteria for independence set forth in Rule 5605(d)(2) of the NASDAQ rules. 3. Chair. Unless the Board elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote. 4. Compensation. The compensation of Compensation Committee members shall be as determined by the shareholder’s meeting of the Company or in the articles of association. 5. Selection and Removal. Members of the Compensation Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Compensation Committee from such committee, with or without cause. C. Authority and Responsibilities General The Compensation Committee shall discharge its responsibilities, and shall assess the information provided to it by the Company’s management and others, in accordance with its business judgment. Compensation Matters 81927952\V-1 Germany 2353915.1 1. Management Board Member Compensation. The Compensation Committee shall review and recommend for approval by the Board, the compensation of the Company’s Chief Executive Officer (the “CEO” or Vorstandsvorsitzender) and the Company’s other members of its Management Board , including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits; stock options; stock incentive and other equity-based plans as well as other forms of Management Board members compensation. The Compensation Committee shall meet without the presence of Management Board members when deliberating on Management Board members compensation but may, in its discretion, invite the relevant Management Board members to be present during relevant meetings. 2. General Compensation Structure. The Compensation Committee shall periodically review and make recommendations to the Board with respect to the compensation structure for the board members and the executive officers of the Company. 3. Review and Discussion of Compensation Discussion and Analysis; Recommendation to Board. To the extent that the Company is required to include the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (“CD&A”) in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C (collectively, the “Proxy Documents”), the Compensation Committee shall review and discuss with management the Company’s CD&A and shall consider whether it will recommend to the Board that the Company’s CD&A be included in the Proxy Documents. 4. Compensation Committee Report. To the extent that the Company is so required, the Compensation Committee shall prepare the annual Compensation Committee Report required by Item 407(e)(5) of Regulation S-K and by section 285 no. 9 German Commercial Code. 5. Additional Duties. The Compensation Committee shall have such other duties as may be delegated from time to time by the Board or as contained in the Rules of Procedure of the Board. D. Procedures and Administration 1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate. 2. Reports to Board. The Compensation Committee shall report regularly to the Board. 3. Charter. The Compensation Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. 4. Investigations/Independent Advisors/Compensation Consultants. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities and as far as permitted by applicable law as it shall deem appropriate, including the authority to request any officer, employee (upon 81927952\V-1 2 Germany 2353915.1 consultation with the Management Board) or advisor of the Company to meet with the Compensation Committee or any advisors engaged by the Compensation Committee. The Compensation Committee is authorized to engage independent legal and other advisors (compensation consultants). 5. Self-Evaluation. The Compensation Committee shall periodically evaluate its own performance and report to the Board on that self-evaluation. 6. Say on Pay and Risk Considerations. The Compensation Committee shall, in fulfilling its duties and responsibilities, consider the results of the most recent shareholder advisory vote on executive compensation, if any, required by Section 14A of the Exchange Act and consider the relationship between risk management policies or practices and compensation. * * * * * 81927952\V-1 3 Germany 2353915.1 .
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