Board of Management authorisation, particularly regarding issue and buy-back of

shares

The Board of Management is authorised, subject to the approval of the Supervisory Board, to issue up to 240 million new, no-par value registered shares by or before 20 April 2014 in exchange for cash and/or non-cash contributions and thereby increase the company’s share capital by up to €240 million (Authorised Capital 2009, Article 5 (2) of the Articles of Association). To date, the Board of Management has not made use of this authorisation.

When new shares are issued from Authorised Capital 2009, the shareholders are entitled in principle to pre-emptive subscription rights. Such rights may only be disapplied subject to the requirements specified in Article 5 (2) of the Articles of Association and subject to the consent of the Supervisory Board. Details may be found in Article 5 (2) of the Articles of Association of the company.

The Authorised Capital 2009 is a financing and acquisition instrument in accordance with international standards that allows the company to increase equity quickly, flexibly and cost-effectively. The authorised capital is equivalent to less than 20% of the share capital.

An AGM resolution was passed on 8 May 2007 authorising the Board of Management, subject to the consent of the Supervisory Board, to issue bonds with warrants, convertible bonds and/or income bonds (hereinafter referred to collectively as “bonds with warrants and/or convertible bonds”), or a combination thereof, in an aggregate principal amount of up to €1 billion, on one or more occasions, by or before 7 May 2012, thereby granting option and/or conversion rights for new shares in an amount not to exceed €56 million of the share capital. To this end, the share capital is contingently increased by up to €56 million (Contingent Capital III, Article 5 (3) of the Articles of Association). When issuing bonds with warrants and/or convertible bonds, shareholder subscription rights may only be disapplied subject to the terms of the aforementioned resolution and pending the consent of the Supervisory Board. Further details may be found in the motion adopted by the AGM under agenda item 7 of the AGM of 8 May 2007.

Authorisation to issue bonds with warrants and/or convertible bonds is standard business practice amongst publicly listed companies. It allows the company to finance its activities flexibly and promptly, and gives it the financial leeway to take advantage of favourable market situations at short notice, for example, by offering company shares or bonds with warrants/convertible bonds as a consideration within the context of company mergers, and when acquiring companies or shareholdings in companies. To date, the Board of Management has not made use of this authorisation. Finally, the AGM of 21 April 2009 authorised the company to buy back shares up to an amount not to exceed 10% of the share capital existing as of that date, by or before 30 September 2010. This authorisation is subject to the proviso that at no time should the shares acquired in this way, together with the shares already held by the company, account for more than 10% of the share capital. The shares may be purchased through the stock market, a public offer, a public call for offers of sale from the company’s shareholders or by some other means in accordance with Section 53 a of the AktG. The authorisation permits the Board of Management to exercise it for every purpose authorised by law, particularly to redeem the purchased own shares without a further AGM resolution, subject to the consent of the Supervisory Board. Details may be found in the motion adopted by the AGM under agenda item 6 of the AGM of 21 April 2009.