Amendment of articles of association

A resolution to amend the articles of association requires the prior approval of the Supervisory Board. If such a resolution has not been adopted on the proposal of the Executive Board, it requires a majority of at least 2/3 of the votes cast at a meeting at which at least 3/4 of the issued capital is represented.

If the required 3/4 of the issued capital is not represented, a new meeting must be convened – to be held within four weeks after the previous one – at which the resolution to amend the articles of association must be adopted by a majority of at least 2/3 of the votes cast, irrespective of the capital represented.

If an amendment of the articles of associates relates to the rights vested in the holders of preference shares, such an amendment also requires the prior approval of a meeting of shareholders of preference shares, which may adopt resolutions by 2/3 of the votes cast, irrespective of the number of preference shares represented.