Resolutions

Resolutions of the General Meeting of Shareholders (GMS) shall be passed on the basis of an absolute majority of votes cast, unless a greater majority is required by law or by the Articles of Association.

The appointment of members of the Executive Board and of the Supervisory Board shall be made following a non-binding nomination by the Supervisory Board. A resolution of the GMS to approve an appointment in accordance with a nomination by the Supervisory Board requires an absolute majority of the votes cast.

In the event of a candidate nominated by the Supervisory Board not being appointed by the GMS, the Supervisory Board will nominate a new candidate.

Shareholders who have the right to place an item on the agenda are also entitled to nominate a candidate.

A resolution of the GMS to appoint a member of the Executive Board or Supervisory Board other than in accordance with a nomination by the Supervisory Board requires an absolute majority of the votes cast representing more than one-third of the issued capital.

Votes can only be cast for candidates named in the agenda or explanatory notes of the meeting. Similarly, a resolution of the GMS to suspend or remove a Board member that is not in accordance with a proposal of the Supervisory Board requires an absolute majority of the votes cast representing more than one-third of the issued capital.
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