Shareholders and the General Meeting
Formalities and the Holding of the General Meeting, Proxies
Convention and NotificationThe General Meeting is convened in all cases provided for in the German Stock Corporation Act or Memorandum and Articles of Incorporation or when required in the interests of the enterprise. The General Meeting is convened by the Board of Management, which resolves on the convention with a simple majority of the votes cast. Furthermore, the Supervisory Board can convene a meeting of shareholders whenever the interests of the enterprise so require. Pursuant to the Memorandum and Articles of Incorporation, the annual General Meeting, at which the actions of the Board of Management and the Supervisory Board are ratified and resolutions are taken on the appropriation of distributable profits, the appointment of the external auditor and, where applicable, on the approval of the audited annual financial statements, takes place in the first eight months of the financial year.
Notification of the General Meeting is published at the 30 days prior to the last day, shareholders can notify the company of their attendance in the General Meeting in the newspapers authorized to publish company announcements. The publication contains the name and seat of the enterprise, the time and place of the General Meeting and the conditions of participation in the General Meeting. If the agenda provides for the election of Supervisory Board members, the regulations governing the composition of the Supervisory Board are published in addition to the publication of the agenda and it is announced whether the General Meeting is to be bound by proposals for election. If the General Meeting is to resolve an amendment to the Memorandum and Articles of Incorporation or an agreement dependent upon the approval of the General Meeting, the text of the amendment to the Memorandum and Articles of Incorporation or the main features of the agreement is published.
The reports and documents required by law for the General Meeting, including the annual report, are published on the company`s internet site together with the agenda from the time of dislosure.
The Board of Management and Supervisory Board make a proposal with regard to each item of the agenda to be resolved by the General Meeting in the publication. No resolutions may be adopted in respect of items on the agenda which have been not been properly published.
The company is to inform all domestic and foreign financial services providers, shareholders and shareholder associations, who, in the preceding year, have requested such notification, of the convening of the General Meeting together with the convention documents, upon request, also using electronic channels, provided that the requirements are fulfilled.
Chairmanship, Voting and ResolutionsPursuant to the Memorandum and Articles of Incorporation, the Chairman of the Supervisory Board chairs the General Meetings. The resolutions of the General Meeting must be taken down in notarized minutes of the proceedings of the Meeting.
The resolutions are passed generally by simple majority of the votes cast whereby each share represents one vote. No quorum is required for the General Meeting of the company. Resolutions of the General Meeting of the company are passed with a simple majority of the votes cast, in so far as neither the law nor the Memorandum and Articles of Incorporation requires a greater majority of the shares represented at the Meeting. For resolutions of particular importance, such as amendments to the purpose of the corporation, the German Stock Corporation Act requires a qualified majority of a minimum of 75% of the share capital represented in the resolution.
The company facilitates the personal exercising of its shareholders voting rights. The company also assists its shareholders in the use of proxies by appointing a proxy representative to exercise shareholders voting rights in accordance with instructions at the General Meeting. Through such a representative, shareholders can cast their votes in writing, by fax or via the internet without participating in the General Meeting in person. The possibility of issuing instructions to the company proxy representative via the internet exists until shortly before the voting procedure.
The report of the Chairman of the Supervisory Board and the speech of the Chairman of the Board of Management on the company's condition shall be broadcast via the internet for the information of the shareholders and of the interested public.
