TOGNUM AG FRIEDRICHSHAFEN ISIN DE000AON4P43 WKN AON4P4. We hereby invite the shareholders of our Company to attend the EXTRAORDINARY GENERAL MEETING

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1 TOGNUM AG FRIEDRICHSHAFEN ISIN DE000AON4P43 WKN AON4P4 We hereby invite the shareholders of our Company to attend the EXTRAORDINARY GENERAL MEETING of the Company, which will be held on Thursday,15 November 2012 at a.m. (registration desks open from 9.00 a.m. onward) at the Messe Friedrichshafen, in the Neue Messe conference centre rooms, entrance in Foyer Ost (East), Friedrichshafen (Germany). THIS VERSION OF THE INVITATION IS A TRANSLATION OF THE GERMAN ORIGINAL AND HAS BEEN PREPARED FOR THE CONVENIENCE OF ENGLISH- SPEAKING READERS ONLY (CONVENIENCE TRANSLATION). IT IS NOT LEGALLY BINDING AND FOR PURPOSES OF INTERPRETATION THE GERMAN TEXT ONLY SHALL BE AUTHORITATIVE AND FINAL. NO WARRANTY IS MADE AS TO THE ACCURACY OF THIS CONVENIENCE TRANSLATION AND TOGNUM AG ASSUMES NO LIABILITY WITH RESPECT THERETO. 1

2 I. AGENDA Resolution on the approval of a domination and profit and loss transfer agreement with Engine Holding GmbH Tognum AG as the dependent company and Engine Holding GmbH with registered office in Friedrichshafen as the controlling company concluded a domination and profit and loss transfer agreement on 25 September 2012, by which Tognum AG places the management of its company under the domination of Engine Holding GmbH and commits itself to transferring its entire profit to Engine Holding GmbH. The domination and profit and loss transfer agreement will come into effect only with the approval of the Extraordinary General Meeting of Tognum AG and of the shareholders meeting of Engine Holding GmbH. The shareholders meeting of Engine Holding GmbH granted its approval of the agreement on 27 September The Executive Board and the Supervisory Board propose that the following resolution be adopted: The domination and profit and loss transfer agreement between Engine Holding GmbH with registered office in Friedrichshafen as the controlling company and Tognum AG with registered office in Friedrichshafen as the dependent company, concluded on 25 September 2012, is approved." The domination and profit and loss transfer agreement, the wording of which is reflected below, has the material content as set out below: 1 of the agreement contains the provision, which is constitutive for a domination agreement, pursuant to which Tognum AG as the dependent company places the management of its company under the domination of Engine Holding GmbH as the dominating company. Pursuant to that provision Engine Holding GmbH will be entitled to give instructions to the Executive Board of Tognum AG with regard to the management of the company. Pursuant to the relevant statutory provisions it will also be permitted to give instructions which are disadvantageous to Tognum AG if they serve the interests of Engine Holding GmbH or of the companies affiliated with it and with Tognum AG within the company group. 2 of the agreement contains the provision, which is constitutive for a profit and loss transfer agreement, pursuant to which Tognum AG undertakes to transfer its entire profit to Engine Holding GmbH during the term of the agreement. 3 of the agreement provides for the obligation of Engine Holding GmbH to assume any losses incurred by Tognum AG. The obligation to assume losses serves to safeguard the financial interests of Tognum AG, its shareholders and its creditors during the existence of the agreement. 2

3 4 of the agreement provides for the obligation of Engine Holding GmbH to pay a guaranteed dividend to the outside shareholders of Tognum AG. After the obligation to transfer the profit has taken effect, a balance sheet profit is generally no longer reported at the level of Tognum AG. The forfeiture of the dividend entitlement associated therewith will be compensated by the obligation to pay a reasonable compensation. Pursuant to 4(2) of the agreement, Engine Holding GmbH guarantees the outside shareholders of Tognum AG a compensation for the term of the agreement which amounts to EUR 1.85 gross per share. 5 of the agreement provides for the obligation of Engine Holding GmbH to acquire, at the request of an outside shareholder of Tognum AG, the latter s shares against a compensation specified in the agreement. Engine Holding GmbH offers the shareholders of Tognum AG who wish to leave the company by reason of the domination and profit and loss transfer agreement a cash compensation of EUR per share. The obligation of Engine Holding GmbH to acquire the Tognum shares of the outside shareholders against a compensation is limited in time. 6 of the agreement provides that the domination and profit and loss transfer agreement requires the approval of the shareholders meeting of Engine Holding GmbH and of the general meeting of Tognum AG in order to enter into effect. Further, it is made clear that the agreement will only take effect upon its registration in the commercial register located at the place of the registered office of Tognum AG. The agreement is concluded for an indefinite period of time and has a fixed minimum term of five consecutive years, starting at the beginning of the financial year in which the agreement enters into effect upon its registration in the commercial register. Finally, 7 of the agreement shall ensure that the material content of the agreement will be maintained if, contrary to expectation, individual provisions of the agreement prove to be invalid, unenforceable or incomplete in whole or in part. The wording of the agreement is as follows: Domination and Profit and Loss Transfer Agreement between Engine Holding GmbH with registered office (Sitz) in Friedrichshafen, registered in the Commercial Register (Handelsregister) of the Ulm Local Court (Amtsgericht) under HRB and Tognum AG ("Engine Holding") with registered office (Sitz) in Friedrichshafen, registered in the Commercial Register (Handelsregister) of the Ulm Local Court (Amtsgericht) under HRB ("Tognum AG") 3

4 1 Management (1) Tognum AG submits the management of its company under the control of Engine Holding. Accordingly, Engine Holding is entitled to give instructions to the board of management of Tognum AG with respect to the management of the company. (2) The board of management of Tognum AG is obliged to comply with the instructions of Engine Holding. Engine Holding may not instruct the management of Tognum AG to amend, maintain or terminate this agreement. (3) Any instructions require text form (Textform) or, if given orally, need to be confirmed in text form. 2 Profit Transfer (1) Tognum AG undertakes to transfer its entire profit to Engine Holding. Subject to the creation or dissolution of reserves in accordance with 2(2) of this agreement, Tognum AG shall transfer the maximum amount permitted by 301 of the German Stock Corporation Act (Aktiengesetz "AktG") as amended from time to time. (2) With the consent of Engine Holding, Tognum AG may allocate parts of the annual net income to other earnings reserves ( 272 (3) of the German Commercial Code (Handelsgesetzbuch "HGB")) if and to the extent this is permissible under commercial law and economically justified by a sound commercial judgment. Other earnings reserves within the meaning of 272 (3) HGB created during the term of this agreement shall be dissolved upon the written request of Engine Holding and used to compensate an annual net loss or transferred as profit. Other reserves as well as profit carried forward resulting from a time prior to the term of this agreement may not be transferred as profit or used to compensate an annual net loss. (3) The obligation to transfer profit first applies to the entire profit of the financial year in which this agreement takes effect pursuant to 6(2) sentence 1 of this agreement. The obligation to transfer profit becomes due at the end of each financial year of Tognum AG and bears interest of 5% p.a. from that date. 3 Loss Compensation (1) Engine Holding is obliged vis-à-vis Tognum AG to compensate losses in accordance with 302 AktG as amended from time to time. (2) The obligation to compensate losses first applies to the financial year in which this agreement becomes valid in accordance with 6(2) sentence 1 of this agreement. The obligation to compensate losses becomes due at the end of each financial year of Tognum AG and bears interest of 5% p.a. from that date. 4

5 4 Guaranteed Dividend (1) For the term of this agreement, Engine Holding herby grants to the outside shareholders of Tognum AG a guaranteed dividend in form of a recurring cash payment ("Guaranteed Dividend"). (2) The Guaranteed Dividend payment amounts to a gross amount of EUR 1.85 per non-par value share, each representing a pro rata amount of the share capital of Tognum AG of EUR 1.00 ("Tognum Share"), for each full financial year less an amount for German corporation tax and solidarity surcharge on the pro rata Guaranteed Dividend of EUR 1.52 per Tognum Share included in the gross amount which, based on the circumstances existing at the time when this agreement is concluded, is calculated on the basis of profits subject to German corporate income tax. The applicable tax rate is determined by the rate applicable to each of these taxes for the financial year concerned. Based on the circumstances existing at the time when this agreement is concluded, this results in a Guaranteed Dividend of EUR 1.61 per Tognum Share for a full financial year of Tognum AG. (3) The Guaranteed Dividend shall become due on the first banking day following the annual shareholders meeting of Tognum AG for the preceding financial year. (4) The Guaranteed Dividend shall be granted beginning with the financial year in which this agreement takes effect in accordance with 6(2) sentence 1 of this agreement. (5) If this agreement terminates during a financial year of Tognum AG or if, during the period of time for which the obligation to transfer profit pursuant to 2(3) of this agreement applies, Tognum AG forms a short financial year for any reason, the Guaranteed Dividend shall be reduced pro rata temporis. (6) If the share capital of Tognum AG is increased by way of conversion of the company s funds in return for the issuance of new shares, the Guaranteed Dividend per Tognum Share shall decrease in such a way that the total amount of the Guaranteed Dividend payment remains unchanged. If the share capital of Tognum AG is increased by way of a contribution in cash or in kind, the rights arising from this 4 shall also apply to the shares resulting from such capital increase subscribed to by outside shareholders. The commencement of the entitlement results from the dividend entitlement Tognum AG determined for the new shares upon their issue. (7) If proceedings pursuant to the German Act on Appraisal Proceedings (Spruchverfahrensgesetz) are initiated and the court determines a higher Guaranteed Dividend by legally binding decision, the outside shareholders shall be entitled to request a corresponding supplement to the Guaranteed Dividend they have already received, even if they have already been compensated pursuant to 5 of this agreement. Likewise, all other outside shareholders shall be treated equally if Engine Holding, in a settlement to avert or terminate proceedings pursuant to the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), agrees to a higher Guaranteed Dividend vis-à-vis an outside shareholder of Tognum AG. 5

6 5 Compensation (1) Upon request of an outside shareholder of Tognum AG, Engine Holding shall acquire his shares in return for a cash compensation of EUR per Tognum Share ("Compensation"). (2) The obligation of Engine Holding to acquire Tognum AG Shares is limited in time. The time limitation period expires two months after the date on which the registration of this agreement in the commercial register (Handelsregister) of Tognum AG's seat (Sitz) has been announced in accordance with 10 HGB. An extension of the time limitation period pursuant to 305 (4) sentence 3 AktG due to an application for determination of the guaranteed dividend or the compensation by the court specified in 2 of the German Act on Appraisal Proceedings (Spruchverfahrensgesetz) shall remain unaffected. In this case, the time limitation period expires two months after the date on which the decision on the motion last ruled upon has been announced in the Federal Gazette (Bundesanzeiger). (3) If, by the expiration of the time limitation period specified in 5(2) of this agreement, the share capital of Tognum AG is increased by way of conversion of the company s funds in return for the issuance of new shares, the Compensation per Tognum Share shall decrease in such a way that the total amount of the Compensation remains the same. If, by the expiration of the time period defined in 5(2), the share capital of Tognum AG is increased by way of a contribution in cash or in kind, the rights arising from this 5 shall apply also to the shares resulting from such capital increase subscribed to by outside shareholders. (4) The transfer of Tognum Shares in return for the Compensation shall be free of cost for the outside shareholders of Tognum AG. (5) In the case that proceedings pursuant to the German Act on Appraisal Proceedings (Spruchverfahrensgesetz) are initiated and the court determines a higher Compensation by legally binding decision, the outside shareholders shall be entitled to request a corresponding supplement to the Compensation, even if they have already been compensated. Likewise, all other outside shareholders shall be treated equally if Engine Holding, in a settlement to avert or terminate proceedings pursuant to the German Act on Appraisal Proceedings (Spruchverfahrensgesetz), agrees to a higher Compensation vis-à-vis an outside shareholder of Tognum AG. 6 Effectiveness and Term (1) To take effect, this agreement requires the approval of the shareholders' meeting of Tognum AG and the approval of the shareholders' meeting of Engine Holding. (2) This agreement shall take effect upon its registration in the commercial register (Handelsregister) at the registered seat (Sitz) of Tognum AG. The obligation to transfer profits pursuant to 2 of this agreement and the obligation to compensate losses pursuant to 3 of this agreement shall apply retroactively for the financial year of Tognum AG in which this agreement takes effect upon its registration in the commercial register (Handelsregister) at the registered seat (Sitz) of Tognum AG. 6

7 (3) This agreement may be terminated by giving written notice three (3) months prior to the end of a financial year of Tognum AG. This agreement may first be terminated with effect to the end of the financial year that expires five (5) consecutive full years (60 months) after the beginning of the financial year in which the obligation to transfer profits pursuant to 2 of this agreement applies for the first time. (4) Each party shall be entitled to terminate this agreement for good cause without notice. In particular, each party is entitled to terminate this agreement for good cause if Engine Holding ceases to directly or indirectly hold the majority of the voting rights resulting from the shares in Tognum AG or if Engine Holding has undertaken by way of agreement to transfer shares in Tognum AG to a third party so that upon the impending closing of such agreement, potentially subject to external conditions, it ceases to directly or indirectly hold the majority of the voting rights resulting from the shares in Tognum AG, or if Engine Holding or Tognum AG is merged, split or liquidated. 7 Severability Clause Should a provision of this agreement be or become entirely or partly invalid or impracticable, or should there be an omission in this agreement, the validity of the remaining provisions shall not be affected thereby. Instead of the invalid or impracticable provision or in order to fill the omission, an adequate provision shall apply which, within the framework of what is legally permissible, comes closest to what the parties to this agreement intended or would have intended in accordance with the purpose of this agreement had they considered the point. Tognum AG Friedrichshafen, 25 September 2012 Name: Joachim Coers Title: Vorstand Name: Dieter Royal Title: Vorstand Engine Holding GmbH Friedrichshafen, 25 September 2012 Name: Dr. Stefan Kreis Title: Geschäftsführer Name: Lars Eikeland Title: Geschäftsführer 7

8 The Executive Board of Tognum AG and the Board of Directors of Engine Holding GmbH, in accordance with Section 293a of the German Stock Corporation Act, have prepared a joint written report, in which the conclusion of the domination and profit and loss transfer agreement, the details of the agreement and in particular the type and amount of the guaranteed dividend to be paid in accordance with Section 304 of the German Stock Corporation Act and the compensation in accordance with Section 305 of the German Stock Corporation Act are described and justified in legal and economic terms. In addition, the two companies concluding the agreement have jointly commissioned Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Mittlerer Pfad 15, Stuttgart, to prepare an evaluation report, which is attached to the joint report as Appendix 2. Ebner Stolz Mönning & Bachem GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Kronenstraße 30, Stuttgart, nominated and appointed by court order to act as contract auditor for the two companies concluding the agreement has prepared an audit report in accordance with Section 293e of the German Stock Corporation Act. The following documents are available for download from the company s website from the time of convening the Extraordinary General Meeting at the domination and profit and loss transfer agreement between Tognum AG and Engine Holding GmbH of 25 September 2012, the annual financial statements and the management reports, as well as the consolidated financial statements and consolidated management reports of Tognum AG for financial years 2009, 2010 and 2011 as well as the annual financial statements and consolidated financial statements of Engine Holding GmbH, which was established in financial year 2011, for financial year 2011, the joint report prepared in accordance with Section 293a of the German Stock Corporation Act by the Executive Board of Tognum AG and the Board of Directors of Engine Holding GmbH, including appendices, and the report prepared in accordance with Section 293e of the German Stock Clorporation Act by the contract auditor selected and appointed by the court, including appendices. These documents can also be inspected by the shareholders in the conference rooms of Tognum AG, Maybachplatz 1, Friedrichshafen from the time of convening the Extraordinary General Meeting. The documents will also be made available to the shareholders in the Extraordinary General Meeting. Further, a copy of the documents will be provided immediately and free of charge to each shareholder on request. 8

9 II. PREREQUISITE FOR PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING In accordance with article 18.1 of the articles of association of the Company, only those shareholders are entitled to participate in the Extraordinary General Meeting and to exercise voting rights who have registered for the Extraordinary General Meeting by presenting proof of share ownership in accordance with the instructions set out below. Sufficient proof of share ownership is provided by means of a certificate of share ownership issued in text form (Section 126b of the German Civil Code (Bügerliches Gesetzbuch)) in German or English by the custodian credit institution relating to the beginning of the twenty-first day before the date of the Extraordinary General Meeting, i.e. 25 October 2012, 0.00 hrs ( Record date ). Registration and proof of share ownership must reach the Company at the address indicated below by no later than 8 November 2012, hrs. Tognum AG c/o PR im Turm HV-Service AG Römerstr Mannheim, Germany Fax No. +49 (0) eintrittskarte@pr-im-turm.de Participation at the Extraordinary General Meeting and exercise of voting rights as a shareholder is only recognised by the Company if proof of share ownership has been provided. On receipt of the registration and proof of share ownership by the Company in good time, combined entrance and voting cards for the Extraordinary General Meeting will be sent to the shareholders concerned. The entrance cards are merely means to facilitate the organisation of the meeting and are not a prerequisite for attending the meeting and for exercising the voting right. Authorisation to participate in the Extraordinary General Meeting and the extent of the voting right are determined solely on the basis of the shareholder s share ownership on the record date. Changes in the holding of shares after the record date have no effect on the right to participate or vote. The record date does not include a restriction on the ability to sell the shares. Even in the event that all or part of the shareholding is sold after the record date, authorisation to participate in the Extraordinary General Meeting and the extent of the voting right are determined solely on the basis of the shareholder s share ownership on the record date. The same also applies to the purchase of shares after the record date. Persons who hold no shares on the record date and only become shareholders after that date are not entitled to participate in the Extraordinary General Meeting and to exercise any voting rights. The Company is permitted, if the accuracy and originality of a provided proof of share ownership is in doubt, to request another proper proof of share ownership. If this proof of share ownership is as a whole not or not in proper form provided the Company is allowed to reject the shareholder. 9

10 III. PROXIES Shareholders who cannot participate in the Extraordinary General Meeting personally may exercise their voting rights through a banking institution, a shareholder association or through another authorised representative. In such cases too, shareholders must register in a timely manner by presenting their certificate of share ownership, doing so either in person or by an authorised representative. Entrance cards for the Extraordinary General Meeting will include forms to grant authorisation. In the event that neither a banking institution nor a shareholder association, a person or institution of similar standing in accordance with Section 135(8) and Section 135(10) in conjunction with Section 125(5) of the German Stock Corporation Act has been appointed as a proxy, granting authorisation to exercise voting rights, its revocation and proof of authorisation with respect to the Company must be in text form (Section 126b of the German Civil Code). Banking institutions, associations of shareholders, plus persons and institutions of similar standing in accordance with Section 135(8) and Section 135(10) in conjunction with Section 125(5) of the German Stock Corporation Act are only required to produce verifiable authorisation. They can specify deviating regulations for the form of granting authorisation, on which the Company has no influence. For this reason, we would ask our shareholders to consult with any banking institutions, shareholder associations or persons or institutions of similar standing regarding the form of granting authorisation to them. For granting authorisation with respect to the Company, transmitting proof of proxy authorisation to the Company and the revocation of any authorisation granted, please use the following address: Tognum AG c/o PR im Turm HV-Service AG Römerstr Mannheim, Germany Fax No. +49 (0) Granting authorisation and proof of proxy authorisation can be effected by using the forms included in the entrance cards or in any other proper form. For granting authorisation and transmitting proof of any authorisation electronically, please use the online password-protected authorisation platform, which can be accessed at The online password is printed on the entrance card. Transmitting the revocation or amendment of a previously granted authorisation is also possible using this authorisation platform. On the day of the Extraordinary General Meeting, granting authorisation with respect to the Company, transmitting proof of proxy authorisation and the revocation of any authorisation granted can take place at the registration desk of the Extraordinary General Meeting. If the shareholder authorises more than one person, the Company will be entitled to reject one or more of such persons. 10

11 As a service, the Company is this year once again offering shareholders who are unable to attend the Extraordinary General Meeting personally the possibility of having their votes represented by proxies nominated by the Company who are bound by instructions. The proxies will exercise voting rights solely on the basis of instructions given by the shareholder. They are entitled to grant substitute powers of attorney. This authorisation cannot be used to exercise voting rights for such items on the agenda for which no instructions have been issued. In the event that an individual vote takes place on a specific item on the agenda, the instruction issued for this item is valid for each individual sub-item. Please note that the proxies are not permitted to accept requests to speak, to raise objections to resolutions passed by the Extraordinary General Meeting, to ask questions or propose motions. The authorisation to the proxies nominated by the Company is to be granted in text form by using the form included with the registration documents received for the Extraordinary General Meeting to the address indicated above in this Section III. (PROXIES) or via the password-protected authorisation platform, which can be accessed at indicated above in this Section III. (PROXIES). The authorisations and instructions to the proxies nominated by the Company must be received by the Company at the address indicated above or the password-protected authorisation platform at indicated above by no later than 14 November 2012, hrs. As an alternative to transferring the authorisation and instructions to the proxies nominated by the Company before the Extraordinary General Meeting, handing over the document to the proxies nominated by the Company during the Extraordinary General Meeting and until the end of the discussion is also possible. Even if an authorisation is granted to the proxies nominated by the Company, the shareholder is required to register in accordance with the above terms in due form and time. IV. INFORMATION ON THE SHARE CAPITAL AND TOTAL NUMBER OF SHARES At the time of convening the Extraordinary General Meeting, the share capital of the Company amounts to EUR 131,375, and was made up of 131,375,000 no-par value shares. Each no-par value share carries one vote. The total number of voting rights at the time of convening the Extraordinary General Meeting amounted to 131,375,000 voting rights. At the time of convening the Extraordinary General Meeting, Tognum AG held no own shares. 11

12 Supplement to the agenda V. RIGHTS OF SHAREHOLDERS Shareholders, whose shares collectively amount to at least 5% of the share capital or a proportional amount of 500, euros, can submit a request that items be placed on the agenda and announced. Each new item must be accompanied by a reason or a draft resolution. The request is to be submitted in writing to the Executive Board of Tognum AG and must reach the Company no later than 15 October 2011, hrs. Please send such requests to the address below: Tognum AG - Executive Board - c/o Frau Dragica Sikic Investor Relations Maybachplatz Friedrichshafen Shareholders making such requests are required pursuant to Section 122(2), (1) in conjunction with Section 142(2) sentence 2 of the German Stock Corporation Act to prove that they have held the required number of shares since at least 15 August 2012, 0.00 hrs. Any supplements to the agenda that are required to be announced provided they have not already been announced with the convening notice will be published immediately after the receipt of the request in the Federal Gazette (Bundesanzeiger) and forwarded for publication in media which it can be assumed will spread the information throughout the European Union. The supplements will also be published on the company s website at and communicated to the shareholders who request it. Counter-motions and election proposals Company shareholders can also submit counter-motions to proposals made by the Executive Board and/or Supervisory Board of specific items of the agenda and election proposals. Counter-motions requiring to be published must include a reason. Countermotions, election proposals and other requests from shareholders to the Extraordinary General Meeting are to be sent to the following Company address only: Tognum AG c/o Frau Dragica Sikic Investor Relations Maybachplatz Friedrichshafen, Germany Fax No.: + 49 (0) ir@tognum.com 12

13 In the cases listed in Section 126(2) of the German Stock Corporation Act, a countermotion or an election proposal does not have to be made available. Further, an election proposal does not have to be made available if it does not include the candidate s name, professional occupation, and place of residence. Proposals for the election of Supervisory Board members do not have to be made available either, if no details are enclosed on the proposed candidate s membership on other supervisory boards required by law within the meaning of Section 125(1) sentence 5 of the German Stock Corporation Act. We will publish any counter motions and election proposals from shareholders that are required to be made available, including the name of the shareholder and any reasons, as soon as we receive them on the Company s website at Any counter motions and election proposals that are to be made available will be taken into account if they arrive at least 14 days before the Extraordinary General Meeting takes place, i.e. by 31 October 2012, hrs, at the address indicated in the first paragraph of this sub-section (Counter motions and election proposals). Any statements of position by the Management will also be published on the Company s website. A counter-motion or election proposal, which has not been sent to the company in advance, can still be made during the Extraordinary General Meeting. Reciprocally, even if a counter-motion or election proposal has been sent to the company in advance and has been made available, it has to be presented explicitly during the Extraordinary General Meeting. Right to information During the Extraordinary General Meeting, each shareholder may request information from the Executive Board on matters relating to the Company, to the extent such matters are necessary to make an informed assessment of the item on the agenda. The obligation to provide information also extends to the Company s legal and business relations with respect to an associated company and to all matters of Engine Holding GmbH which are of material relevance to the conclusion to the domination and profit and loss transfer agreement between the Company and Engine Holding GmbH. For reasons stated in Section 131(3) of the German Stock Corporation Act, the Executive Board can refrain from answering specific questions (e.g. no disclosure of business secrets). Requests for information must generally be made orally at the Extraordinary General Meeting during the discussion. To ensure that questions are adequately answered, shareholders and shareholder representatives who would like to ask questions during the Extraordinary General Meeting are respectfully requested to submit these questions as early as possible to the address indicated above in the sub-section entitled Counter motions and election proposals. This submission is not to be regarded as a formal prerequisite for an answer. The right to information remains unaffected. 13

14 VI. INFORMATION ON THE COMPANY S WEBSITE This convening notice for the Extraordinary General Meeting, the documents required to be made available, including the required information pursuant to Section 124a of the German Stock Corporation Act and any shareholder motions to be published, as the case may be, as well as further explanations regarding the shareholders rights pursuant to Section 122(2), Section 126(1), Section 127 and Section 131(1) of the German Stock Corporation Act are also available on the Company s website at Friedrichshafen, October 2012 Tognum AG The Executive Board 14