Payment of a dividend of 2.00 in respect of million no-par value shares entitled to a dividend 82,500, Retained profit 82,500,000.

Transcription

1 Ordinary Annual General Meeting 14 May 2008 in Kassel - Voting results - The share capital of K+S Aktiengesellschaft amounts to million. It is divided into 41,250,000 no par value shares. At the time of voting 26,890,241 shares (= 65.19%) were represented at the ordinary annual general meeting: Item 2 Presentation of the annual financial statements, consolidated financial statements, the management reports with explanatory reports on the specifications pursuant to Section 289 Para. 4 and Section 315 Para. 4 HGB as well as the Supervisory Board report for the financial year 2007 The Board of Executive Directors and Supervisory Board propose the adoption of a resolution: Appropriating the retained profit in the amount of 82,500, for financial year 2007 as follows: Payment of a dividend of 2.00 in respect of million no-par value shares entitled to a dividend 82,500, Retained profit 82,500, Yes No Abstentions Presence Votes 26,885,289 3,914 1,038 26,890,241 in % 99.99% 0.01% %

2 Item 3 Resolution on the discharge of the Board of Executive Directors The Board of Executive Directors and Supervisory Board propose that discharge be granted for the members of the Board of Executive Directors for the financial year Votes 26,692,271 88, ,977 26,890,241 in % 99.67% 0.33% % Item 4 Resolution on the discharge of the Supervisory Board The Board of Executive Directors and Supervisory Board propose that discharge be granted to the members of the Supervisory Board for the financial year Votes 26,690,911 90, ,827 26,890,241 in % 99.66% 0.34% %

3 Item 5 Appointment of auditors for financial year 2008 The Supervisory Board proposes that Deloitte & Touche GmbH, Hanover, be appointed auditors of K+S Aktiengesellschaft and the K+S Group for financial year Votes 26,874,630 14,259 1,352 26,890,241 in % 99.95% 0.05% % Item 6 Elections to the Supervisory Board The Supervisory Board memberships of Mrs. Jella S. Benner Heinacher and of Mr. Rainer Grohe, Dr. Karl Heidenreich, Dr. Bernd Malmström, Dr. Rudolf Müller and Dr. Eckart Sünner end with the termination of the Annual General Meeting on 14 May The Supervisory Board proposes that Mrs Jella S. Benner-Heinacher, Meerbusch Federal manager of the Deutsche Schutzvereinigung für Wertpapierbesitz e.v. Further Supervisory Board appointments: A.S. Création AG TUI AG Votes 26,755, ,460 13,353 26,890,241 in % 99.55% 0.45% %

4 Dr. Uwe-Ernst Bufe, Königstein im Taunus Former chairman of the Board of Executive Directors of Degussa/Hüls AG Further Supervisory Board appointments: UBS Deutschland AG (vice chairman) Air Liquide GmbH Akzo Nobel NV Cognis GmbH Solvay S.A. Umicore S.A. Votes 25,560,997 1,316,067 13,177 26,890,241 in % 95.10% 4.90% % Mr. Rainer Grohe, Otterstadt Former Executive Director of the Galileo Joint Undertaking Further Supervisory Board appointments: Ball Packaging Europe GmbH (chairman) Norddeutsche Affinerie AG PFW Aerospace AG Votes 26,756, ,941 13,534 26,890,241 in % 99.55% 0.45% %

5 Dr. Karl Heidenreich, Mannheim Former member of the Board of Executive Directors of Landesbank Baden- Württemberg Further Supervisory Board appointments: MVV Energie AG Votes 26,748, ,135 13,377 26,890,139 in % 99.52% 0.48% % Dr. Bernd Malmström, Berlin Lawyer, adviser to the Board of Executive Directors of Deutsche Bahn AG Further Supervisory Board appointments: HHLA Intermodal GmbH & Co. KG IFCO-Systems B.V. (chairman) Lehnkering GmbH Petrotec AG (chairman) VTG AG (chairman) Further appointments to corporate bodies: BLG Logistics Group AG & Co. KG DAL - Deutsche-Afrika-Linien GmbH & Co. KG Fraport AG time:matters GmbH (chairman) Votes 25,552,072 1,325,323 12,846 26,890,241 in % 95.07% 4.93% %

6 Dr. Rudolf Müller, Ochsenfurt Z&S Zucker und Stärke Holding AG, Wien/Österreich (Stellv. Vorsitzender) Former member of the Board of Executive Directors of Südzucker AG Other appointments to corporate bodies: AGRANA Beteiligungs-AG, Vienna/Austria (vice chairman) AGRANA Zucker, Stärke und Frucht Holding AG, Vienna/Austria (chairman) Bayerische Landesanstalt für Landwirtschaft, Freising-Weihenstephan Fachhochschule Weihenstephan (College Council), Freising-Weihenstephan (chairman) Universität Hohenheim (University Council), Stuttgart Z&S Zucker und Stärke Holding AG, Vienna/Austria (deputy chairman) Votes 26,749, ,118 12,496 26,890,241 in % 99.52% 0.48% % Dr. Eckart Sünner, Neustadt a.d. Weinstraße Chief Compliance Officer of BASF SE Further Supervisory Board appointments: Infineon Technologies AG Voting results: Votes 26,751, ,264 3,156 26,880,241 in % 99.53% 0.47% % be elected members of the Supervisory Board for the period commencing with the termination of the Annual General Meeting on 14 May 2008 until the termination of the Annual General Meeting, which passes a resolution on the discharge for the financial year 2012.

7 The chairman of the Supervisory Board, Mr. Gerhard R. Wolf, is no longer available for election. The composition of the Supervisory Board is governed by Sections 96 Para. 1 and 101 Para. 1 of the German Stock Corporation Act (AktG) and Section 7 Para. 1 No. 2 of the German Co-Determination Act. The Annual General Meeting is not bound by election proposals. Item 7 Resolution on authorisation to purchase, sell and cancel own shares The Board of Executive Directors is authorised under a resolution of the Annual General meeting of 9 May 2007 to purchase own shares of the Company until 31 October The Board of Executive Directors and the Supervisory Board propose the adoption of the following resolution: a) With the revocation of the authorisation granted on 9 May 2007, the Board of Executive Directors is hereby authorised to purchase own shares of the Company until 31 October Purchases may be made on a stock exchange or by means of a public purchase offer addressed to all the shareholders. aa) In the event of a purchase effected on a stock exchange, the purchase price per share (exclusive of ancillary purchase costs) paid by the Company may not exceed or undercut by more than five percent the relevant stock exchange price, being the weighted average stock exchange price of the share of the Company in the Xetra computerized trading system (or a system replacing it and performing a functionally comparable role) for the ten exchange trading days immediately preceding the purchase of the shares.

8 bb) In the event of a purchase effected by means of a public purchase offer addressed to all the shareholders, the offered purchase price per share (exclusive of ancillary purchase costs) may not exceed or undercut by more than ten percent the relevant stock exchange price, being the weighted average stock exchange price of the share of the Company in the Xetra computerized trading system (or a system replacing it and performing a functionally comparable role) for the ten exchange trading days immediately preceding the publication of the purchase offer. The volume of the offer may be limited. If the total subscription to the offer exceeds the said volume, acceptance must be based on a quota system. Provision may be made for preferential acceptance of low-volume tenders of up to 100 shares per shareholder. This authorisation permits the purchase for the Company of own shares corresponding to no more than ten percent of the total number of no-par value shares comprising its share capital. At no time may the Company hold more than ten percent of the total number of no-par value shares comprising its share capital and in this regard, such shares as have already been purchased and are held by the Company will therefore be counted toward the total number of shares that may be purchased. b) Furthermore, the Board of Executive Directors is authorised until 13 May 2013, with the approval of the Supervisory Board, to dispose of such shares of the Company as may be purchased or have already been purchased pursuant to the authorisation set forth under a) or an authorisation previously granted by the Annual General Meeting in accordance with Section 71 Para. 1 No. 8 AktG on a stock exchange or by means of a public offer addressed to all the shareholders. In both the following cases, the shares may be disposed of by other means and thus with the subscription rights of the shareholders excluded: aa) Disposal against consideration in cash that does not significantly exceed or undercut the relevant stock exchange price, being the weighted average stock exchange price of the share of the Company in the Xetra

9 computerized trading system (or a system replacing it and performing a functionally comparable role) for the ten exchange trading days immediately preceding the disposal of the shares. bb) Issuance of shares as consideration for the purpose of acquiring companies, parts of companies or interests in companies. c) Finally, the Board of Executive Directors is authorised until 13 May 2013, with the approval of the Supervisory Board, to cancel such shares of the Company as may be purchased or have already been purchased pursuant to the authorisation set forth under a) or an authorisation previously granted by the Annual General Meeting in accordance with Section 71 Para. 1 No. 8 AktG and with no additional resolution of the Annual General Meeting being required to effect such cancellation. The shares have to be cancelled in accordance with Section 237 Para. 3 No. 3 AktG without capital reduction in such a way that as a result of the cancellation the proportion of the remaining no-par value shares in the share capital is increased pursuant to Section 8 Para. 3 AktG. Pursuant to Section 237 Para. 3 No. 3 second partial sentence of the AktG, the Board of Executive Directors is authorised to modify the number of shares stated in the Articles of Association. The authorisations to purchase, dispose of and cancel own shares may be exercised in whole or in part each time and several times in the latter case. Votes 26,786,987 96,441 6,813 26,890,241 in % 99.64% 0.36% %

10 Item 8 Resolution on the authorisation to issue convertible bonds and bonds with warrants along with the simultaneous creation of conditional capital as well as the corresponding amendments to the Articles of Association, deletion of the resolution made by the Annual General Meeting on 10 May 2006 under point 7 of the agenda. Under agenda item 7, the Annual General Meeting of 10 May 2006 authorised the Board of Executive Directors, with the approval of the Supervisory Board, until 9 May 2011 on one or more occasions to issue bearer or registered convertible bonds and/or bonds with warrants with an aggregate nominal value of up to 1,500,000, and with or without a limited maturity and to grant the holders or creditors of such bonds conversion or warrant rights in respect of new shares of the Company accounting for a total of up to 54,400, of the share capital. At the same time, the share capital was conditionally increased by up to 54,400, and the Article 4 of the Articles of Association supplemented by a corresponding paragraph 5. The resolution of the Annual General Meeting was challenged by one shareholder, who has been joined by several interveners. In the first instance, the Regional Court of Kassel ruled in favour of the legal challenge. The appeal procedure is still pending before the Higher Regional Court of Frankfurt am Main. On the basis of the authorisation granted on 10 May 2006, no bonds have been issued. In the light of the legal challenge, the amendment to the Articles of Association (creation of conditional capital) has not yet been entered in the Commercial Register. The resolution of the Annual General Meeting of 10 May 2006 regarding item 7 of the agenda is to be cancelled and a new authorisation to issue convertible bonds and bonds with warrants along with the creation of new conditional capital to be resolved. The Board of Executive Directors and the Supervisory Board therefore propose the adoption of the following resolution: a) Cancellation of the resolution passed regarding item 7 of the agenda of the Annual General Meeting of 10 May 2006

11 The resolution passed by the Annual General Meeting on 10 May 2006 regarding item 7 of the agenda on the authorisation to issue convertible bonds and bonds with warrants, create conditional capital and correspondingly introduce amendments into the Articles of Association is cancelled. b) Authorisation to issue convertible bonds and bonds with warrants aa) Nominal amount, authorisation period, number of shares The Board of Executive Directors is authorised until 13 May 2013 and with the approval of the Supervisory Board on one or more occasions to issue bearer or registered convertible bonds and/or bonds with warrants (hereinafter jointly referred to as the Bonds ) with an aggregate nominal value of up to 5,000,000, and with or without a limited maturity and to grant the bondholders or creditors conversion or warrant rights in respect of new shares of the Company accounting for a total of up to 54,400, of the share capital as specified in more detail in the terms and conditions applicable to the Bonds. The proportional amount of the share capital represented by the shares that are issued upon conversion may not exceed the nominal amount of the Bonds. bb) Consideration, issuance by group companies, partial bonds In addition to euros, the Bonds can also be issued in the legal tender of an OECD country while limited to the corresponding value in euros upon issuance of the Bonds. Bonds may also be issued by group companies, and in such case, the Board of Executive Directors is authorised to assume a guarantee for the company issuing bonds and any conversion or warrant rights granted and to grant the holders or creditors under such Bonds conversion or warrant rights in respect of new shares of the Company. Bond issues can be divided into partial bonds of equal rank.

12 cc) Subscription rights of shareholders, exclusion of subscription rights The shareholders of the Company are essentially entitled to a subscription right in respect of the Bonds. The Bonds can also be underwritten by one or more credit institutions subject to the obligation that they will be offered to shareholders of the Company for subscription. However, the subscription rights of shareholders can be excluded, in whole or in part, in the following cases: (1) The Board of Executive Directors is authorised, with the approval of the Supervisory Board, to exclude the subscription rights of the shareholders of the Company insofar as the Bonds are issued against cash and the issue price is not significantly lower than the theoretical market value of the Bonds, computed using recognised pricing methods. However, the right to exclude subscription rights only applies to bonds with conversion or warrant rights in respect of shares that account for up to ten percent of the share capital at the time of the adoption of today s resolution. The limit of ten percent of the share capital is reduced by the proportionate amount of the share capital corresponding to the shares that are issued while this authorisation is in effect and in connection with a capital increase that excludes subscription rights in accordance with Section 186 Para. 3 Sent. 4 AktG. The limit of ten percent of the share capital is further reduced by the proportionate amount of the share capital corresponding to those own shares that are disposed of by the Company under exclusion of the subscription rights in accordance with Section 186 Para. 3 Sent. 4 AktG while this authorisation is in effect. (2) With the approval of the Supervisory Board, the Board of Executive Directors is further authorised to exclude the subscription rights of shareholders of the Company if and as far as it is necessary to grant holders of conversion and warrant rights in re-

13 spect of shares of the Company or creditors under convertible bonds carrying conversion obligations a subscription right to the extent to which they would be entitled upon the exercise of conversion of these rights or the fulfilment of conversion obligations. (3) The Board of Executive Directors is furthermore authorised, with the approval of the Supervisory Board, to exclude the subscription rights of the shareholders of the Company in order to exclude such fractional amounts from the subscription rights of shareholders as may arise from subscription ratios. (4) The Board of Executive Directors is finally authorised, with the approval of the Supervisory Board, to exclude the subscription rights of the shareholders of the Company if Bonds are issued in connection with the acquisition of companies, equity interests in companies or parts of companies against consideration in kind as long as the value of the consideration is adeqaute to the value of the Bonds. dd) Conversion rights, conversion ratio In the event of the issuance of bonds with conversion rights, the creditors may convert their Bonds into shares of the Company in accordance with the terms and conditions of the Bonds. The conversion ratio is arrived at by dividing the nominal value of a bond by the conversion price that has been fixed for a new share of the Company. The conversion ratio can also be arrived at by dividing the issue price of a bond that is below the nominal value by the conversion price that has been fixed for a new share of the Company. In all cases, the conversion ratio can be rounded up or down to a whole figure; furthermore, an additional payment in cash can be determined. In addition, provision may be made for fractional amounts to be aggregated and/or compensated for in cash.

14 ee) Warrant rights If bonds with warrants are issued, one or more warrants will be attached to each bond, entitling the bondholders, as specified in the warrant terms and conditions determined by the Board of Executive Directors, to subscribe new shares of the Company. The proportional amount of the share capital represented by the shares that are issued per bond may not exceed the nominal amount of the bonds with warrants. ff) Conversion/warrant price The conversion or warrant price to be fixed per share of the Company (subscription price) corresponds to 130% of the closing auction price of the shares of the Company in the Xetra computerized trading system (or any functionally comparable system that may succeed and replace the Xetra system) on the Frankfurt stock exchange on the last stock exchange trading day preceding the day on which the Board of Executive Directors resolves to issue the convertible bonds or bonds with warrants or, in the case of the establishment of subscription right trading, 130 percent of the weighted average of the stock exchange trading price in the Xetra computerized trading system (or any functionally comparable system that may succeed and replace the Xetra system) over those days when the subscription rights are traded on the Frankfurt stock exchange, except for the final two stock exchange trading days on which the subscription rights were traded. gg) Anti-dilutive protection Regardless of Section 9 Para. 1 AktG, a reduction of the conversion or warrant price can be effected by paying an appropriate sum in cash upon exercise of the conversion right or by a lowering of the additional payment as provided for by an expert opinion to be obtained by the

15 Company, if the Company, during the conversion or warrant exercise period, increases the share capital by granting subscription rights to the shareholders or issues further convertible bonds or bonds with warrants or participating certificates conferring conversion or warrant rights, or grants other warrant rights and holders of conversion or warrant rights are not granted subscription rights to the extent to which they would be entitled upon exercising the conversion or warrant rights. An expert opinion that is to be obtained can also stipulate that the conversion or warrant rights be adjusted in the event of a capital reduction. hh) Conversion obligation, delivery of own shares, cash payment in lieu of delivery The terms and conditions applicable to bonds can stipulate a conversion obligation upon maturity (or at an earlier date). The terms and conditions applicable to bonds can also stipulate that own shares of the Company can be granted in the event of conversion or exercise of warrant rights. Finally, the terms and conditions applicable to bonds can stipulate that in the event of conversion the Company will not grant shares of the Company to the persons entitled but the equivalent in cash.

16 ii) Authorisation to determine further terms and conditions applicable to bonds The Board of Executive Directors is authorised, with the approval of the Supervisory Board, to determine further details pertaining to the issuance and features of the convertible bonds and/or bonds with warrants, particularly interest rates, issue prices, terms and denomination, as well as conversion and warrant exercise periods, and to do so in consultation with the corporate bodies of subsidiaries issuing convertible bonds or bonds with warrants. The regulations on the conversion or warrant price in ff) and gg) are, on the other hand, conclusive. c) Conditional capital increase The share capital is conditionally increased to up to 54,400, through the issuance of up to 20,625,000 no-par value bearer shares (conditional capital). The purpose of the conditional capital increase is to grant no-par value shares to the holders or creditors of bonds that will be issued by the Company or by group companies until 13 May 2013 in accordance with the authorisation specified under b) below. The new no-par value shares will be issued at the conversion or warrant price specified under b). The conditional capital increase will only be effected to the extent that such rights are exercised or bondholders who are obliged to convert their bonds do so. The new no-par value shares are eligible to participate in dividends as of the beginning of the financial year in which they are created as a result of the exercise of conversion or warrant rights or the fulfilment of conversion obligations; in deviation from the foregoing, the Board of Executive Directors, with the approval of the Supervisory Board, can determine that the new no-par value shares can participate in profits as of the beginning of a financial year in which, at the time of the exercise of the conversion or warrant rights or the fulfilment of conversion obligations, the Annual General Meeting had yet to adopt a resolution on the appropriation of accumulated earnings. The Board of Executive Directors is authorised to determine fur-

17 ther details pertaining to the carrying out of such conditional capital increase. d) Amendment to the Articles of Association Article 4 of the Articles of Association is supplemented by the following paragraph 5: The share capital is conditionally increased to up to 54,400, through the issuance of up to 20,625,000 no-par value bearer shares (conditional capital). The conditional capital increase will only be carried out insofar as the holders of conversion or warrant rights from bonds, which have been issued by the Company or by a group company by 13 May 2013 on the basis of the resolution granting such authorisation adopted by the Annual General Meeting of 14 May 2008, make use of their conversion or warrant rights, or to the extent that holders of bonds with a conversion obligation issued by the Company or by a group company on the basis of the resolution granting such authorisation adopted by the Annual General Meeting of 14 May 2008, who are obliged to convert their bonds, fulfil their conversion obligation by 13 May 2013, and insofar as own shares are not used for servicing. The new no-par value shares are eligible to participate in dividends as of the beginning of the financial year in which they are created as a result of the exercise of conversion or warrant rights or the fulfilment of conversion obligations; in deviation from the foregoing, the Board of Executive Directors, with the approval of the Supervisory Board, can determine that the new no-par value shares can participate in profits as of the beginning of a financial year in which, at the time of the exercise of the conversion or warrant rights or the fulfilment of conversion obligations, the Annual General Meeting had yet to adopt a resolution on the appropriation of accumulated earnings. The Board of Executive Directors is authorised, with the approval of the Supervisory Board, to determine further details pertaining to the carrying out of the conditional capital increase. e) Authorisation to amend the Articles of Association

18 The Supervisory Board is authorised to amend the wording of Article 4 Para. 1 and 5 of the Articles of Association in accordance with the respective use made of conditional capital. Votes 15,095,326 8,780,835 3,014,080 26,890,241 in % 63.22% 36.78% % Item 9 Resolution on the capital increase out of company funds, a share split and corresponding amendments to the Articles of Association The stock exchange price of the K+S share has risen considerably in recent years. To further enhance the attractiveness of the K+S share in particular for private investors, the share capital of the Company is to be re-divided in the ratio 1:4 and the number of shares thus multiplied by four (share split). This multiplication by four of the number of shares leads to the individual share becoming lighter, which is intended to increase the liquidity of the K+S share. The share capital of K+S Aktiengesellschaft is currently, in accordance with Article 4 Para. 1 of the Articles of Association, 108,800, and is divided into million no-par value bearer shares with an amount corresponding to the share capital of (rounded) per no-par value share. As the amount corresponding to the share capital accounted for by each no-par value share in accordance with Section 8 Para. 3 Sent. 3 AktG may not be less than 1.00, the share capital would initially, prior to the share split, be increased by 56,200, to 165,000, by means of a capital increase from company funds without the issuance of new shares, which would result in the corresponding amount of the no-par value shares in the share capital increasing to 4.00 per no-par value share. After the capital increase from company funds has taken effect, the share capital would be re-divided into 165 million no-par

19 value shares. As a result of this reclassification of the share capital, a no-par value share with a corresponding amount of the share capital of 4.00 will be divided into four no-par value shares with a corresponding amount of the share capital of 1.00 each. The reclassification of the share capital by means of the share split will also affect the amount of future dividends per no-par value share. The regulation of the variable remuneration of the members of the Supervisory Board, which depends on the dividend, in Article 12 Para. 1 Sent. 1 of the Articles of Association will thus be adjusted accordingly. The Board of Executive Directors and the Supervisory Board therefore propose the adoption of the following resolution: a) Capital increase from company funds The share capital of the Company is increased from 108,800, by 56,200, to 165,000, in accordance with the provisions of the German Stock Corporation Act and via a capital increase from company funds (Section 207 et seq. AktG), and this is achieved through the conversion into share capital of a sum of 56,200, of the other revenue reserves reported in the next designated balance sheet of the Company. The capital increase will be based on the annual financial statement of the Company ratified by the Supervisory Board as at 31 December 2007 and issued with the unqualified opinion of the auditors, Deloitte & Touche GmbH, Hanover. The capital increase will be carried out pursuant to Section 207 Para. 2 Sent. 2 AktG without the issuance of new shares and in such a manner that the share capital, as detailed above, is increased, and that the corresponding amount of the share capital accounted for by an individual no-par value share is increased to 4.00.

20 b) Share split The share capital of the Company in the amount of 165,000,000.00, divided into 41,250,000 no-par value bearer shares, is reclassified by a share split in the ratio 1:4 into 165,000,000 no-par value bearer shares. Instead of a no-par value bearer share with a corresponding amount of the share capital of the Company of 4.00, as a consequence of the share split, four nopar value bearer shares are created, each of which has a corresponding amount of the share capital of c) Adjustment of Article 4 Para. 1 and Article 12 Para. 1 of the Articles of Association aa) Article 4 Para. 1 of the Articles of Association is modified and reworded as follows: The share capital is 165,000, and is divided into 165,000,000 no-par value bearer shares, which participate equally in the share capital of the Company. The claim of the shareholders to certification of their shares is excluded. bb) Article 12 Para. 1 of the Articles of Association is modified and reworded as follows: Each year, a member of the Supervisory Board shall receive, in addition to the reimbursement of his expenses and in addition to the reimbursement of the VAT he is liable to pay due to his activities, a fixed remuneration of 10, Additionally, a member of the Supervisory Board shall receive, for each cent by which the dividend distributed among the shareholders per share exceeds the amount of 5 cents, a variable remuneration of 1, The chairman of the Supervisory Board shall receive twice, the vice

21 chairman one-and-a-half times the remuneration in accordance with sentences 1 and 2. The remuneration in accordance with sentence 2 shall be granted for the first time for the financial year The Company shall pay an attendance fee of to members of the Supervisory Board for attending meetings of the Supervisory Board or of a Supervisory Board committee to which they belong. d) Sequence of entry in the Commercial Register The Board of Executive Directors is instructed to report the above subjects of resolutions and the subject of the resolution in accordance with item 8 d) of the agenda to the Commercial Register in such a way that these subjects of resolutions are entered in the Commercial Register in the following sequence: - Entry of the conditional capital (Article 4 Para. 5 of the Articles of Association), - Entry of the capital increase from company funds, - Entry of the share split, - Entry of the reworded Article 4 Para. 1 of the Articles of Association, - Entry of the reworded Article 12 Para. 1 of the Articles of Association. Votes 26,452, ,329 15,841 26,890,241 in % 98.43% 1.57% %

22 Item 10 Resolution on the adjustment of Article 4 Para. 4 of the Articles of Association (authorised capital) The existing authorised capital (Article 4 Para. 4 of the Articles of Association) shall, after the successful execution of the planned capital increase from company funds and reclassification of the share capital (item 9 of the agenda), be increased in the ratio of the increase in the share capital to the previous share capital, so that the previous authorisation volume is maintained. The Board of Executive Directors and the Supervisory Board therefore propose the resolution of the following: a) In Article 4 Para. 4 Sent. 1 of the Articles of Association, the amount of 54,400, is increased to 82,500, and the maximum number of new no-par value shares from 20,625,000 to 82,500,000. Article 4 Para. 4 Sent. 1 of the Articles of Association is worded as follows: The Board of Executive Directors is authorised, with the approval of the Supervisory Board, to increase the share capital of the Company on one or more occasions until 9 May 2011 against cash or in-kind contributions and by up to no more than 82,500, in the aggregate through the issuance of no more than 82,500,000 new no-par value bearer shares (authorised capital). b) In Article 4 Para. 4 Sent. 3 of the Articles of Association, the amount of 27,200, is increased to 41,250, and the maximum number of no-par value shares from 10,312,500 to 41,250,000.

23 Article 4 Para. 4 Sent. 3 of the Articles of Association is worded as follows: The Board of Executive Directors may, with the approval of the Supervisory Board, exclude the statutory subscription rights of shareholders in the following cases and in respect of an amount corresponding to 41,250, of the share capital (the equivalent of 41,250,000 no-par value shares). c) The Board of Executive Directors is instructed to apply the resolutions adopted under the letters a) and b) for registration with the provision that they be entered in the Commercial Register such that the entry only occurs after the entry of the resolution in accordance with item 9 of the agenda. Although the two amendments to the Articles of Association are only intended to serve the material preservation of the already existing authorisations, the Board of Executive Directors has, as a precautionary measure, again issued a report about the authorisations to exclude subscription rights contained therein. Votes 26,878,681 10,390 1,170 26,890,241 in % 99.96% 0.04% %