The Board of Directors has also been authorized to increase the Company’s subscribed capital, with the Supervisory Board’s approval, by up to €13,233,996.00 (in words: thirteen million two hundred and thirty-three thousand nine hundred and ninety-six euros) (Authorized Capital II 2009) through the issue, for cash and/or non-cash contributions, of new bearer shares under single or multiple initiatives up to January 18, 2014. When issuing shares for non-cash contributions in connection with direct or indirect acquisitions of companies, parts of companies or equity interests, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude shareholders’ subscription rights. However, this authorization shall only apply subject to the condition that the total shares issued without shareholder subscription rights do not exceed 20% of the Company’s share capital at the time of the resolution. In calculating this 20% limit, the issue of shares from authorized capital without subscription rights pursuant to Section 186 (3) of the German Stock Corporation Act (Aktiengesetz – AktG) subsequent to this authorization, i.e., after January 19, 2009, and the granting of option or conversion rights for Company shares if the grant excludes subscription rights, in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (Aktiengesetz – AktG), as well as any sale of the Company’s treasury shares excluding subscription rights, in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act, shall be taken into account. Otherwise, the shareholders shall be granted subscription rights. However, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude fractional amounts from shareholders’ subscription rights. The Board of Directors is also authorized, with the consent of the Supervisory Board, to determine the additional rights attaching to the shares and the terms and conditions of the share issue.
