Annual Stockholders’ Meeting 2019

Item 5

Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition

The authorization to acquire and use own shares, approved by the Annual Stockholders’ Meeting 2014, will expire on April 28, 2019. This authorization is therefore to be rescinded and the Board of Management is again to be authorized to acquire and use own shares for an additional five years. Separate votes will be held on the general authorization to acquire own shares and on the supplementary authorization to use derivatives in the course of the acquisition.

A)The Board of Management and Supervisory Board propose the following resolution for adoption:

a)The Board of Management is authorized until April 25, 2024, to acquire own shares with a proportionate interest in the capital stock totaling up to 10 percent of the Company’s capital stock existing at the date of the resolution, subject to the proviso that the shares acquired as a result of this authorization, together with other shares of the Company that the Company has already acquired and still holds, or which are attributable to it under Section 71d and Section 71e of the AktG, at no time exceed 10 percent of the capital stock of the Company. The provisions in Section 71, Paragraph 2, Sentences 2 and 3 of the AktG must be complied with.

The Board of Management decides whether shares are acquired (aa) via the stock exchange, (bb) by means of a public purchase offer addressed to all stockholders, or (cc) by means of a public offer addressed to all stockholders to exchange for shares of a publicly listed company as specified in Section 3, Paragraph 2 of the AktG (hereinafter “exchange shares”). In addition, the acquisition of shares must satisfy the principle of equal treatment of stockholders (Section 53a of the AktG).

aa)If the acquisition takes place via the stock exchange, the purchase price paid by the Company (excluding transaction costs) may neither exceed, nor be lower than, the Company’s share price, as determined by the opening auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day, by more than 10 percent.

bb)If the acquisition takes place by means of a public purchase offer, the offer price paid by the Company (excluding transaction costs) may neither exceed, nor be lower than, the Company’s share price, as determined by the closing auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last trading day before the publication of the purchase offer, by more than 10 percent. The offer may be adjusted in the event of significant share price changes following the announcement of the public purchase offer. In this case, the purchase offer will be adjusted to reflect the Company’s share price as determined by the closing auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day before the adjustment; the deviation threshold of plus/minus 10 percent applies to this price.

cc)If the acquisition takes place by means of a public exchange offer, the Company will specify an exchange ratio for acquisition. The exchange ratio, in the form of one or more exchange shares and notional share fractions (in each case including any fractions, but without transaction costs), may – subject to a modification during the offer period – not be more than 10 percent higher or lower than the value of a share of the Company as determined at the applicable time. In this context, the exchange ratio is calculated on the basis of the prices of Company shares and of exchange shares as determined by the respective closing auction on the last trading day before the publication of the exchange offer in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange. The exchange ratio can be adjusted in the event of significant changes in the price – as determined at the applicable time – of Company shares and/or exchange shares following the announcement of the public exchange offer. In this case, the exchange offer will be adjusted to reflect the prices of Company shares and of exchange shares as determined by the respective closing auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last trading day before the adjustment of the exchange offer; the deviation threshold of plus/minus 10 percent applies to these prices. If the exchange share is not traded in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange, then the closing price of the exchange share on the stock exchange on which the exchange share had its highest trading volume in the previous calendar year is taken to be the applicable share price.

dd)If the total number of the shares tendered in response to a public purchase offer or exchange offer as per the aforementioned subsections bb) and cc) exceeds the offer volume, then purchases may be made in proportion to the number of shares tendered (tender ratios). In addition, preferential acceptance of small numbers of shares (up to 50 shares per stockholder), as well as rounding in accordance with commercial principles to avoid notional share fractions, may be provided for. Any further stockholder tender rights are disapplied to this extent. The public offer to purchase or exchange shares can stipulate additional conditions.

The current authorization to acquire and use own shares, which runs until April 28, 2019, shall be canceled when this new authorization comes into effect; the existing authorizations concerning the use of own shares that have already been acquired remain unaffected by this.

b)The authorization may be exercised in full, or in a number of partial amounts split across several acquisition dates, until the maximum purchase volume has been reached. The acquisition may also be carried out by group companies that are dependent on the Company within the meaning of Section 17 of the AktG, or by third parties on behalf of the Company or such group companies. The authorization may, subject to compliance with the statutory requirements, be exercised for any purpose permissible in law, especially in pursuit of one or more of the purposes listed in sections c) through i). Trading in own shares is not permitted.

If the own shares acquired are used for one or more of the purposes described in sections c) through g), the stockholders’ subscription rights are disapplied. The Board of Management is authorized to disapply subscription rights if the own shares acquired are used for the purpose specified in section i). Stockholders also do not have any subscription rights if the own shares acquired are sold via the stock exchange. In the event that the own shares acquired are sold by means of a public offer to stockholders and this public offer complies with the principle of equal treatment, the Board of Management is authorized to disapply the stockholders’ subscription rights for fractions.

c)The Board of Management is also authorized to sell the own shares acquired under the above authorization in a manner other than via the stock exchange or by means of an offer to all stockholders against cash consideration.

d)The Board of Management is authorized to transfer the own shares acquired under the above authorization to third parties, provided this is done for the purpose of acquiring companies, parts of companies, equity interests in companies, or other assets, or to effect business combinations.

e)The Board of Management is authorized to distribute the own shares acquired under the above authorization to employees of the Company and affiliated companies, including managers at affiliated companies, and to utilize them for the fulfillment of rights or obligations to purchase Company shares that have been conferred or will be conferred to employees of the Company and affiliated companies, including managers at affiliated companies, in the scope of share-option and/or employee profit-sharing plans, for instance.

f)The Board of Management is authorized to use the own shares acquired under the above authorization in order to satisfy obligations to creditors to whom the Company or affiliated companies have issued bonds with conversion rights or warrants and/or conversion obligations.

g)The Board of Management is authorized to use the own shares acquired under the above authorization in order to issue Company shares on stock exchanges outside Germany on which the Company is not yet listed.

h)The Board of Management is authorized to retire the own shares acquired under the above authorization without a further resolution by the Annual Stockholders’ Meeting. The shares may also be retired without reducing the capital by adjusting the proportionate interest of the remaining no-par value shares in the capital stock of the Company. In this case, the Board of Management is authorized to amend the number of no-par value shares in the Articles of Incorporation.

i)The Board of Management is authorized to use the own shares acquired as a result of the above-mentioned authorization to pay a scrip dividend.

j)The price at which the own shares are sold while exercising the authorization as per section c) or the price at which own shares may be issued on other stock exchanges as per section g) may not be significantly lower (excluding transaction costs) than the price of the Company’s shares as determined by the closing auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last trading day before the binding agreement on the sale or on the day before the shares are issued on the stock exchange. These authorizations as per section c) and section g) concerning the use of shares are restricted to shares whose proportionate interest in the capital stock may not in total exceed 10 percent of the capital stock either at the date when this authorization becomes effective or, if this amount is lower, at the date when the present authorizations are exercised. The upper limit of 10 percent of the capital stock is reduced by the proportionate interest in the capital stock which is attributable to those shares which are issued or sold while disapplying subscription rights under or in accordance with Section 186, Paragraph 3, Sentence 4 of the AktG on or after April 26, 2019. The upper limit of 10 percent of the capital stock is further reduced by the proportionate interest in the capital stock which is attributable to those shares which are to be issued to service bonds with warrants or conversion rights or obligations, provided that these bonds are issued while disapplying subscription rights in application of Section 186, Paragraph 3, Sentence 4 of the AktG on or after April 26, 2019.

k)The Board of Management may use the authorizations in sections c), d), e), f), g) and i) only with the consent of the Supervisory Board. Moreover, the Supervisory Board can determine that the measures taken by the Board of Management on the basis of this Annual Stockholders’ Meeting resolution may only be implemented with its consent.

l)Without prejudice to the last half sentence of section a), the authorizations for the use of own shares in sections c) through i) apply, with the necessary modifications, to own shares acquired as a result of an authorization to acquire shares granted previously by the Annual Stockholders’ Meeting. Stockholders’ subscription rights are also disapplied to this extent. With regard to the requirement of the consent of the Supervisory Board, section k) applies with the necessary modifications.

m)Overall, the above authorizations concerning the use of shares may be utilized on one or several occasions, individually or together, in relation to partial volumes of the own shares or all own shares held in total.

B)Acquisitions using derivatives are also to be possible when exercising the authorization to acquire own shares to be resolved under A).

The Board of Management and Supervisory Board therefore propose the following additional resolution for adoption:

a)Own shares being acquired as part of the authorization under Agenda Item 5 A) may also be acquired using put or call options. In this case, the option transactions must be entered into with a credit institution, or a company which operates in accordance with Section 53, Paragraph 1, Sentence 1 or Section 53b, Paragraph 1, Sentence 1 or Paragraph 7 of the German Banking Act (KWG), that is independent of the Company (financial institution), provided that this financial institution, when the option is exercised, only delivers shares which were previously acquired via the stock exchange at a market-driven price in compliance with the principle of equal treatment.

b)The acquisition of shares using put or call options is limited to a maximum of 5 percent of the capital stock in existence as of the date of the resolution by the Annual Stockholders’ Meeting or, if this value is lower, as of the date when the authorization is exercised.

c)The option premium paid by the Company in the case of call options and received in the case of put options may not be materially lower than the theoretical fair value of the options concerned calculated using accepted valuation techniques. The exercise price agreed in the option transaction (in each case not including transaction costs, but taking into account the option premium received or paid) may not be more than 10 percent higher or lower than the price of the Company’s shares as determined by the opening auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day on which the option transaction was entered into.

The term of the individual derivatives may not, in each case, exceed 18 months; it must end at the latest on April 25, 2024, and must be selected so that the acquisition of the shares using derivatives does not take place after April 25, 2024.

d)The provisions concerning Agenda Item 5. A) also apply to the use of Company shares that have been acquired on the basis of this authorization.

Documents relating to Item 5