a) The Board of Directors was authorized by the AGM on January 19, 2009, to purchase the Company’s own shares up to a total of 10% of the current share capital in the period from January 20, 2009, up to and including July 19, 2010. The Company may not trade in its own shares. The Company may purchase the shares on the stock exchange or by means of a public offering extended to all shareholders. The shares may also be acquired by the Company’s dependent Group companies within the meaning of Section 17 German Stock Corporation Act (AktG) or, for its or their account, by third parties. The consideration paid by the Company for the purchase of these shares (excluding ancillary purchase fees) must not be greater than 10% above or below their trading price on the stock market. In the event the shares are purchased through the stock market, the definitive trading price shall, for this purpose, be taken to be the average trading price of the Company’s shares in the closing auction of Xetra trading (or its successor) on the Frankfurt securities exchange over the last ten days of trading prior to the purchase of the shares. If the shares are to be purchased by means of a public offer to all shareholders, the figure shall be determined by the average trading price of the Company’s shares in the closing auction of Xetra trading (or its successor) on the Frankfurt securities exchange over the last ten days of trading prior to the announcement of the public offer. If the shares are to be purchased through a public offer to all shareholders, the volume of the offer may be restricted. If the total take-up of the offer exceeds this volume, the shares must be purchased in the ratio of the shares offered.
b) The Board of Directors is further authorized to use the shares for all legally permissible purposes, in particular with the consent of the Supervisory Board to effect a sale of the Company’s own shares in a manner other than through the stock exchange or by making a public offering to all shareholders, provided the acquired own shares are sold for cash, for a price not substantially lower than the stock market price for Company shares of the same class with the same rights on the date of such sale. However, this authorization shall only apply under the condition that the shares so sold may not exceed an aggregate of 10% of the Company’s share capital at the time of such resolution. In calculating this 10% limit, an allowance shall be made for the issuance of shares after this authorization from authorized capital excluding subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG), and for the granting of option or conversion rights for Company shares after this authorization if the grant excludes subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG).
c) In addition, the Board of Directors is also authorized to use the acquired own shares in whole or in part as full or partial consideration for third parties as part of mergers or direct or indirect acquisitions of companies, parts of companies or equity interests.
d) The Board of Directors is also authorized to use the own shares acquired on the basis of this authorization to fulfill obligations in connection with stock options (subscription rights) that have been, or are, granted to members of the Board of Directors, other executives and employees of the Company and/or its subordinate associated companies in accordance with this authorization, as resolved in the AGM held on May 14, 2004, as well as by respective supplementary resolutions of the AGM. The Supervisory Board shall have exclusive authority to issue such shares to members of the Board of Directors.
e) The Board of Directors is further authorized, with the consent of the Supervisory Board, to use the own shares acquired pursuant to this authorization to fulfill conversion rights or obligations from participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds issued by the Company, or by the Company’s independent Group companies, within the meaning of Section 17 German Stock Corporation Act (AktG).
f) Finally, the Board of Directors is, with the consent of the Supervisory Board, also authorized to redeem the Company’s own shares acquired on the basis of this authorization. No additional resolution of the AGM is required for redemption or the implementation thereof.
g) The above authorizations may be exercised once or several times, in whole or in part, individually or jointly; however, the acquisition of the Company’s own shares may not exceed the limitations set out in sub-clause a).
h) Shareholders’ subscription rights with respect to the Company’s own shares shall be excluded to the extent that the shares are used pursuant to the authorizations specified above in sub-clauses b), c), d) and e).
