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Resolution passed at the Annual General Meeting as of June 10, 2008

Statement of the Executive Board regarding agenda items 7 and 8 (PDF)

The passing of resolutions on the cancellation of the existing authorised capital and the crea-tion of a new authorised capital as well as the corresponding amendments to the articles of association

(TRANSLATION FROM THE GERMAN LANGUAGE – FOR CONVENIENCE ONLY)

1. The previous authorised capital in clause 6, section 1 of the articles of association will be cancelled effective at the time when the following specified and newly authorised capital is registered.
2. The Executive Board is authorised, with the approval of the Supervisory Board, to increase the share capital of the company on one or more occasions by 10 June 2013 by up to EUR 76,346,010.00 through the issue of up to 29,363,850 registered shares with restricted transferability against contributions in cash and/or in kind. Shareholders are to be granted subscription rights. The Executive Board shall nevertheless be authorised, with the approval of the Supervisory Board, to exclude the statutory subscription rights of the shareholders in the following cases:
   
   • for fractional shares (Spitzenbeträge);
   • in the case of capital increases against cash contributions up to an amount that in total does not exceed 10 % of the share capital, if the issue price of the new shares is not significantly lower than the stock exchange price of already listed shares carrying the same rights within the meaning of section 203, para. 1, sentence 1 and sentence 2, section 186, para. 3, sentence 4 of the German Stock Corporation Act;
   • in the case of capital increases against contributions in kind up to an amount which in total does not exceed 20 % of the share capital, in order to be able to offer the new shares of the company to third parties within the context of mergers between undertakings or the acquisition of business undertakings, divisions of business undertakings or participations in business undertakings and of other assets, including loans and other liabilities;
   • to the extent necessary and up to an amount which in total does not exceed 20 % of the share capital to grant holders of option rights and/or creditors of convertible bonds that will be issued by the company or its subordinated group companies, a subscription right to new shares to the extent to which they would be entitled after the exercising of their option and/or conversion rights or after fulfilment of any conversion obligations.
   The Executive Board is authorised, with the approval of the Supervisory Board, to fix further details for implementing capital increases from the authorised capital.
3. Clause 6, section 1 of the articles of association will be revised as follows:
     

   "The Executive Board is authorised, with the approval of the Supervisory Board, to increase the share capital of the company on one or more occasions by 10 June 2013 by up to EUR 76,346,010.00 through the issue of up to 29,363,850 registered shares with restricted transferability against contributions in cash and/or in kind. Shareholders are to be granted subscription rights. The Executive Board shall nevertheless be authorised, with the approval of the Supervisory Board, to exclude the statutory subscription rights of the shareholders in the following cases:

   (a)		for fractional shares (Spitzenbeträge);
   (b)		in the case of capital increases against cash contributions up to an amount that in total does not exceed 10 % of the share capital, if the issue price of the new shares is not significantly lower than the stock exchange price of already listed shares carrying the same rights within the meaning of section 203, para. 1, sentence 1 and sentence 2, section 186, para. 3, sentence 4 of the German Stock Corporation Act. Shares are to be credited against the above mentioned 10 % limit which are acquired due to an authorisation of the Annual General Shareholders' Meeting and are sold during the term of this authorisation pursuant to section 71, para. 1 no. 8 sentence 5 in connection with section 186 para. 3 sentence 4 of the German Stock Corporation Act. Furthermore, shares are to be credited against this limit, which are issued for the purpose of servicing subscription rights under bonds with warrants and/or convertible bonds, to the extent the bonds with warrants and/or convertible bonds are issued within section 186, paragraph 3, sentence 4 of the German Stock Corporation Act applying mutatis mutandis under the exclusion of subscription rights;
   (c)		in the case of capital increases against contributions in kind up to an amount which in total does not exceed 20 % of the share capital, in order to be able to offer the new shares of the company to third parties within the context of mergers between undertakings or the acquisition of business undertakings, divisions of business undertakings or participations in business undertakings and of other assets, including loans and other liabilities;
   (d)		to the extent necessary and up to an amount which in total does not exceed 20 % of the share capital to grant holders of option rights and/or creditors of convertible bonds that will be issued by the company or its subordinated group companies, a subscription right to new shares to the extent to which they would be entitled after the exercising of their option and/or conversion rights or after fulfilment of any conversion obligations.

   The Executive Board is further authorised, with the approval of the Supervisory Board, to fix further details for implementing capital increases from the authorised capital."