Ordinary General Meeting. for the financial year from 1 July 2015 to 30 June 2016

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1 Please note that this is a translation of the German explanation on shareholders rights pursuant to section 121 (3) sentence 3 no. 3 German Stock Corporation Act (Aktiengesetz AktG). Only the German version of the explanation is decisive. This translation is provided to the shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Clere AG assumes no liability with respect thereto. Ordinary General Meeting for the financial year from 1 July 2015 to 30 June 2016 Explanations on shareholders' rights pursuant to section 121 (3) sentence 3 no. 3 German Stock Corporation Act (Aktiengesetz AktG) The invitation to the General Meeting already contains data on the shareholders' rights mentioned in section 121 (3) sentence 3 no. 3 AktG pursuant to section 122 (2), section 126 (1), 131 (1) AktG. The following data serve as a further explanation of these provisions. 1. Supplements to the agenda at the request of a minority pursuant to section 122 (2) AktG According to Sec. 122 para. 2 AktG, Clere shareholders whose holdings reach a pro rata amount of the registered share capital of EUR 500, (corresponding to 500,000 non-par value shares) may request that items be placed on the agenda and published. Each new item must be accompanied by an explanatory statement or a proposed resolution. Supplementary motions with regard to the agenda must be submitted in writing to the company's Management Board and be received by the company at least 30 days prior to the day of the General Meeting, with the day of the General Meeting and the day of receipt not being included in this 30-day period. Therefore, the last possible date of receipt is 9 October 2016 (midnight/24:00 CEST). Supplementary motions regarding the agenda that arrive after this date will not be considered. 1/9

2 Shareholders that submit supplementary motions must prove that they have been shareholders for a period of at least 90 days prior to before the date of receipt of the request with respect to the minimum shareholding requirement (section 122 (1) sentence 3, (2) sentence 1 AktG). In this context, section 70 AktG must be complied with. According to this provision, the ownership of shares is synonymous with the right to demand transfer of title from a credit institution, a financial services institute, or an enterprise operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act (Gesetz über das Kreditwesen - KWG). The period during which the share was owned by a predecessor shall be attributed to the shareholder, provided that he has acquired the share without consideration from his fiduciary, as a successor in legal interest by operation of law, in connection with the liquidation of a community of interest, or as a result of a transfer of assets pursuant to section 13 of the Insurance Supervision Act (Versicherungsaufsichtsgesetz - VAG)) or section 14 of the Building Loan Associations Act (Gesetz über Bausparkassen). Please submit any supplementary motions to the following address: Clere Aktiengesellschaft - The Management Board - Bergkirchener Straße Bad Oeynhausen, Germany or by , adding the names of the shareholders submitting said motions with a qualified electronic signature, to Hauptversammlung@Clere.de Supplements to the agenda which must be published will be published without undue delay after receipt of the request in the Federal Gazette and passed for publication to such media which can be assumed to distribute the information throughout the entire European Union. They will also be published on the Internet site under the section "INVESTOREN or "INVESTORS" "HAUPTVERSAMMLUNG" or "ANNUAL MEETING" and communicated to the shareholders pursuant to section 125 (1) sentence 3 AktG. If the request is not complied with, the petitioners may apply to the courts pursuant to section 122 (3) AktG. Extracts from the provisions of the AktG on which these shareholder rights are based are as follows: Section 122 (1) and (2) AktG: 2/9

3 (1) The General Meeting is to be called if shareholders, whose holding in aggregate equals or exceeds one-twentieth of the share capital, request such meeting in writing, stating the purpose and the reasons of such meeting; such request shall be addressed to the Management Board. The Articles of Association may provide that the right to demand a General Meeting shall require another form or the holding of a lower proportion of the share capital. Applicants must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they hold the shares until the decision of the Board on the request. 121 paragraph 7 shall apply mutatis mutandis. (2) In the same manner, shareholders whose shares amount in aggregate to not less than one-twentieth of the share capital or represent an amount of the share capital corresponding to 500,000 Euros, may demand that items be included in the agenda and published. Each new item must be accompanied by an explanatory statement or a proposed resolution. The request within the meaning of sentence 1 must be received by the company at least 24 days, in the case of listed companies at least 30 days, prior to the meeting, with the day of receipt not being included. Section 70 AktG: If the exercise of rights arising from a share requires that the shareholder has been the holder of such share for a certain period of time, the right to demand transfer of title from a credit institution, a financial services institute, or an enterprise operating under section 53 (1) sentence 1 or sentence 53b (1) sentence 1 or (7) of the Banking Act (KWG) shall be deemed equivalent to ownership. The period during which the share was owned by a predecessor shall be attributed to the shareholder, provided that he has acquired the share without consideration from his fiduciary, as a successor in legal interest by operation of law, in connection with the liquidation of a community of interest, or as a result of a transfer of assets pursuant to section 13 of the Insurance Supervision Act (Versicherungsaufsichtsgesetz - VAG) or section 14 of the Building Loan Associations Act (Gesetz über Bausparkassen). 2. Motions of shareholders pursuant to section 126 (1) (Countermotions) Shareholders may submit countermotions to proposals by the Management Board and Supervisory Board in relation to specific agenda items. Shareholder countermotions by shareholders that are to be made accessible and that have been received no later than 14 days prior to the General Meeting, whereby the day of receipt and the day of the General Meeting are not included in determining the 14-day period, in other words that are received by the company no later than 25 October 2016 (midnight/24:00 CEST), will be made available to the other shareholders immediately, 3/9

4 together with the name of the shareholder and the reasoning, via the internet at under the section "INVESTOREN or "INVESTORS" "HAUPTVERSAMMLUNG" or "ANNUAL MEETING". Any comments by the Management Board and the Supervisory Board will also be published there. Countermotions will only be made accessible if they include a reasoning. Countermotions (including reasoning) must be submitted to the following address only: Clere Aktiengesellschaft - The Management Board - Bergkirchener Straße Bad Oeynhausen, Germany Fax: +49 (0) 5734 / Hauptversammlung@Clere.de Countermotions sent to a different address will not be considered. A countermotion and its explanatory statement do not need to be made available under the conditions of section 126 (2) sentence 1 AktG. The explanatory statement of a countermotion does not need to be made available pursuant to section 126 (2) sentence 2 AktG if it contains more than 5,000 characters. The right of each shareholder to submit countermotions during the General Meeting on the individual points of the agenda remains unaffected. Please note that countermotions transmitted in good time in advance will only be considered at the General Meeting if made verbally. Extracts from the provisions of the AktG on which these shareholder rights are based and which also provide under which conditions countermotions do not need to be made available are as follows: Section 126 AktG: (1) Motions by shareholders together with the shareholder s name, the grounds and any position taken by the management shall be made available to the persons entitled pursuant to section 125 (1) (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting a countermotion to a proposal of the Management Board and Supervisory Board as to an item on the agenda. The date of receipt is not to be included. In the case of listed companies, access shall be provided via the company s website. Section 125 (3) applies accordingly. (2) A countermotion and the grounds for it need not be made available 4/9

5 1. to the extent that the Management Board would by reason of such communication become criminally liable; 2. if the countermotion would result in a resolution of the General Meeting that would be illegal or would violate the Articles of Association; 3. if the grounds contain statements which are obviously false or misleading in material respects or which are libellous; 4. if a countermotion of such shareholder based on the same facts has already been communicated with respect to a General Meeting of the company pursuant to section 125; 5. if the same countermotion of such shareholder on essentially identical grounds has already been communicated pursuant to section 125 to at least two General Meetings of the company within the past five years and at such General Meetings less than one-twentieth of the share capital represented has voted in favour of such countermotion; 6. if the shareholder indicates that he will neither attend nor be represented at the General Meeting; or 7. if within the past two years at two General Meetings, the shareholder has failed to make or cause to be made on his behalf a countermotion communicated by him. The statement of the grounds need not be communicated if it contains more than 5,000 characters. (3) If several shareholders make countermotions for resolution in respect to the same subject matter, the Management Board may combine such countermotions and the respective statements of the grounds. 3. Shareholder s right to information pursuant to section 131 (1) AktG In accordance with section 131 (1) AktG, each shareholder has the right to receive information from the Management Board upon request regarding the activities of the company, insofar as this is necessary for the proper evaluation of the respective agenda items. The duty to provide information extends to the legal and business relations to affiliated companies, the situation of the Group and the companies included in the consolidated financial statements. Under certain circumstances the Management Board has the right to refuse the requested information (section 131 (3) AktG). Requests for information in the General Meeting are to be presented verbally. 5/9

6 If an information request of a shareholder is denied, the shareholder is entitled to request pursuant to section 131 (5) AktG that the information request and the grounds for the denial be included in the notarial minutes of the General Meeting and, where applicable, may apply for a court ruling regarding the information right according to section 132 AktG. Extracts from the provisions of the AktG on which these shareholder rights are based and which also determine the conditions under which no information needs to be provided are as follows: Section 131 AktG: (1) Each shareholder shall on request be provided with information at the General Meeting by the Management Board regarding the company s affairs, to the extent such information is necessary for the proper evaluation of the item of the agenda. The duty to provide information also extends to the company s legal and business relationships to any affiliated enterprise. If a company makes use of the simplified procedure in section 266 (1) sentence 2, section 276 or section 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the General Meeting on the annual financial statements in the form which it would have had if such provisions on simplified procedure were not applied. The duty of the Management Board of the parent enterprise s (sections 290 (1) and (2) of the Commercial Code) to provide information at the General Meeting that considers the consolidated financial statement and consolidated management report shall also extend to the outlook of the group and the enterprises included in the consolidated financial statement. (2) The information provided shall comply with the principles of conscientious and accurate accounting. The Articles of Association or the Rules of Procedure pursuant to section 129 may authorize the chairperson of the meeting to reasonably limit the time of the shareholders rights to ask questions and to speak and may make more detailed provisions. (3) The Management Board may refuse to provide information 1. to the extent that providing such information is, according to sound business judgment, likely to cause material damage to the company or an affiliated enterprise; 2. to the extent that such information relates to tax valuations or the amount of certain taxes; 6/9

7 3. with regard to the difference between the value at which items are shown in the annual balance sheet and a higher value of such items, unless the General Meeting adopts the annual financial statements; 4. with regard to the methods of accounting and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company s assets, financial position and profitability within the meaning of section 264 (2) of the Commercial Code; the foregoing shall not apply if the General Meeting adopts the annual financial statements; 5. to the extent that the Management Board would become criminally liable by providing information; 6. if in the case of a credit institution or financial services institution, information about the applied balance sheet and valuation methods or calculations made in the annual financial statements, the management report, the consolidated annual financial statement or the group s management report need not be provided; 7. if the information is continuously available on the company s website seven or more days prior to the General Meeting as well as during the meeting. Information may not be refused on other grounds. (4) If a shareholder has been given information in his capacity as shareholder outside the General Meeting, it must also be given to every other shareholder on request at the General Meeting even if it is not necessary for the proper assessment of an item on the agenda. The Management Board must not refuse to provide information according to (3) sentence 1 nos. 1 to 4. Sentences 1 and 2 do not apply if a subsidiary (section 290 (1, 2) Commercial Code), a joint venture company (section 310 (1) Commercial Code) or an associated company (section 311 (1) Commercial Code) provides the information to a parent company (section 290 (1, 2) Commercial Code) for the purpose of including the company in the consolidated financial statements of the parent company and the information is required for that purpose. (5) If a shareholder is refused information, he can request that his question and the grounds for refusing to give the information be included in the minutes. In addition, the chairperson of the meeting is entitled to take various chairing-related and disciplinary measures at the General Meeting. This includes the restriction of the 7/9

8 right to speak and ask questions. Extracts from the underlying provisions in the company's Articles of Association which however do not limit farther-reaching statutory rights of the chairperson of the meeting are as follows: Section 17 (2) of the Articles of Association of the company: The chairperson conducts the negotiation and determines the sequence of the matters of negotiation as well as the manner and form of voting. He is authorized, as needed, to limit the shareholders' right to ask questions and speak to an appropriate amount of time in accordance with section 17a. Section 17a of the Articles of Association of the company: 1) The chairperson of the General Meeting has the right to limit the shareholders' right to ask questions and speak to an appropriate amount of time in accordance with the following: a) If, pursuant to the agenda (including any minority requests in accordance with section 122 AktG), a resolution merely needs to be adopted for the agenda items appropriation of available net earnings, approval of the acts of Management Board members, approval of the acts of Supervisory Board members, selection of the auditor, and granting of authorization to acquire own shares, or for any of the aforementioned individual agenda items, the chairperson of the General Meeting may limit the shareholders' right to ask questions and speak to an appropriate amount of time to ensure that the entire General Meeting does not exceed six hours in total. The duration of the General Meeting shall be calculated without taking into consideration any interruptions of the General Meeting, the Management Board speech or the information provided by the chairperson of the General Meeting prior to the general debate. b) If, pursuant to the agenda (including any minority requests in accordance with section 122 AktG) a resolution also needs to be adopted for agenda items other than those listed under letter a), the chairperson of the General Meeting may limit the shareholders' right to ask questions and speak to such an amount of time to ensure that the General Meeting does not exceed ten hours in total. Letter a), sentence 2 shall apply accordingly. c) The chairperson of the General Meeting may set a time limit of 15 minutes per shareholder for speaking and asking questions for each request to speak and, to 10 minutes if at the time that a shareholder is given the floor at least three other speakers have also requested to speak. The chairperson of the 8/9

9 General Meeting may limit a shareholder's right to speak and ask questions, to which he is entitled in total during the General Meeting, to 45 minutes. d) The restrictions of letters a) to c) may be stipulated by the chairperson of the General Meeting at any time, including at the beginning of the meeting. e) The restrictions pursuant to the letters a) to d) above are deemed to be fair and reasonable within the meaning of section 131 (2) sentence 2 AktG. 2) Notwithstanding the right of the chairperson of the General Meeting to limit the shareholders' right to ask questions and speak in accordance with (1), the chairperson of the General Meeting may at 22:30 on the day of the meeting order that the debate be concluded and may commence with the casting of votes in relation to the items on the agenda. Upon the ordering of the conclusion of the debate, further questions in relation to the cases set out in sentence 1 are no longer permissible. 3) The right of the chairperson of the General Meeting to further limit the shareholders' right to ask questions and speak beyond the provisions set forth in (1) and (2) in accordance with the statutory provisions or in accordance with other principles recognized by established case law shall remain unaffected by the provisions in (1) and (2). 9/9