Tasks and Obligations of the Members of the Board of Management

The Board of Management is responsible for independently managing the enterprise. Management includes all legal or de facto measures for the realization of corporate objectives. Besides operating tasks, this mainly involves corporate policy.

The members of the Board of Management are obliged to fulfill their business tasks with the due care of a prudent businessman. The interests of teh comapny include the interests of the shareholders in a sustained increase in the value of the enterprise as well as the interests of the workforce and, to a certain extent, the interests of the general public. In its actions and decisions the Board of Management must take all these interests into account.

In managing the business, the Board of Management is bound neither by instructions from the Supervisory Board nor from the shareholders. The Supervisory Board, however, has determined certain measures and transactions which may only be undertaken by the Board of Management with it's prior approval.

The Board of Management represents the enterprise in court and in dealings with third parties.

According to the Memorandum and Articles of Incorporation of the company, two members of the Board of Management or one Board of Management member together with an authorized signatory ("Prokurist") are empowered to represent the enterprise. Furthermore, individual members of the Board of Management can be empowered to implement certain transactions.

Generally the representative authority of the Board of Management is unlimited and cannot be restricted. Even if the Board of Management were to exceed its authorities specified under business purposes in the Memorandum and Articles of Incorporation, its dealings with third parties are binding.

The German Stock Corporation Act, however, provides for certain exceptions: in transactions or contracts between the enterprise and a member of the Board of Management, the enterprise is represented exclusively by the Supervisory Board. This also applies to the conclusion of employment contacts and the granting of loans to members of the Board of Management. Certain agreements also require the approval of the General Meeting, e.g. inter-company agreements with affiliated companies, mergers and transfers of the total or majority of the assets of the enterprise.

The Board of Management has to report regularly to the Supervisory Board. The great significance attached to the Board of Management reports to the Supervisory Board derives from the fact that these reports form the basis of the monitoring activities of the Supervisory Board. The Board of Management is obliged to report to the Supervisory Board about intended business policy and other fundamental matters of enterprise planning (particularly finance, investment and personnel planning), whereby deviations from the actual development of targets reported at an earlier date and the reasons for these deviations are to reported. If the company is the parent company, then the report also has to deal with the subsidiaries and joint ventures. Furthermore, the profitability of the company, particularly the return on equity, must be reported to the Supervisory Board. The Board of Management also regularly reports on the course of business, particularly revenues and the condition of the company as well as transactions of considerable importance. In addition the Supervisory Board has determined further reporting requirements.

The Supervisory Board or individual Supervisory Board members can also request separate reports on matters which are of particular significance for the enterprise.

Commercial Accounts and Annual Financial Statements

The Board of Management is responsible for the commercial accounts of the enterprise. The annual financial statements including the management report are to be forwarded by the Board of Management to the Supervisory Board as soon as they are completed. Furthermore, the Board of Management must make a recommendation on the appropriation of distributable profits to the Supervisory Board for presentation at the General Meeting.

The members of the Board of Management have a special relationship of mutual trust to the enterprise. Part of this obligation to loyalty is to treat secret information of the enterprise confidentially, particularly business secrets. The obligation to secrecy does not end with the termination of duties as a member of the Board of Management, but continues beyond this.

Meetings

Board of Management meetings are convened by the Chairman. As a rule, the Board of Management meets every fortnight. Meetings, however, can also be held via telephone or videoconference. The members of the Board of Management receive agenda documentation in good time before the meeting.

The adoption of resolutions at Board of Management meetings must be substantiated by written documentation containing particulars of the motion proposed as well as the supporting considerations involved.

The Board of Management reaches decisions by a simple majority vote, without prejudice to legal regulations. In the case of a tied vote, the Chairman has the casting vote. The Chairman of the Board of Management is, however, required to exploit every possible avenue to achieve an unanimous decision, particularly on questions of principal or substantial importance.

Minutes are taken of every meeting, which are sent to every member of the Board of Management. The official language of the Board of Management is English.

The relationship between the executive divisions represented on the Board of Management is governed by the principle of mutual trust and cooperation as well as reciprocal frankness and transparency.

All members of the Board of Management cooperate to fulfill the duties of the Board of Management and each on his own account. Besides this joint responsibility, the Board of Management can delegate certain tasks to a Board of Management committee or to individual Board of Management members. This is done according to the regulations of the Rules of Procedure of the Board of Management.

Every Board of Management member is directly responsible for his respective division, within the framework of his obligations. The other members of the Board of Management monitor the fulfillment if his assigned responsibilities in accordance with his duties. In the case of objections, a binding decision of the whole Board of Management may be effectuaed.

Every Board of Management member has to continuously report to the Chairman with regard to all developments and matters within his respective area of responsibility, in so far as these are of importance to the company.

The activities of the Board of Management members in the framework of their scopes of duty are coordinated by the Chairman. All members of the Board of Management keep their fellow members on the Board continually informed of all developments and matters affecting the latters´ respective area of responsibility, and coordinate and agree upon the appropriate action with them. Matters of principal or substantial importance or matters involving the areas of responsibility of several Board of Management members are dealt with in the Board of Management as a whole.

Furthermore the Board of Management has determined matters of principal or substantial importance, that require the resolution of the Board of Management as a whole.

In the event of a takeover bid, the Board of Management and Supervisory Board of the target company must submit a statement of their reasoned position so that the shareholders can make an informed decision on the bid.

After the announcement of a takeover bid, the Board of Management of the target company may not take any actions outside of the ordinary course of business that could prevent the success of the bid unless the Board of Management has been authorized by the General Meeting or the Supervisory Board has given its approval. In making their decisions, the Board of Management and the Supervisory Board are obliged to act in the best interests of the shareholders and of the enterprise.

In appropriate cases, the Board of Management will convene an extraordinary General Meeting at which shareholders discuss the takeover bid and may decide on corporate actions.