ELECTION, COMPOSITION

ELECTION AND OFFICE TERM

The General Meeting elects the members of the Board of Directors individually. The term of office ends with the conclusion of the following ordinary General Meeting. Re-election is possible.

NUMBER

The Board of Directors consists of five or more members.

ELECTION OF THE CHAIRMAN

The General Meeting elects a member of the Board of Directors as its Chairman. The term of office ends with the conclusion of the next ordinary General Meeting following the election. Re-election is possible.

CONSTITUTION

Except to the extent that members have been elected by the General Meeting for a specific function, the Board of Directors constitutes itself. The Board of Directors may appoint a Vice-Chairman from among its members and appoints the Secretary, who does not need to be a member of the Board of Directors.

VACANT PRESIDENT POSITION

If the office of the Chairman is vacant, the Vice-Chairman appointed by the Board of Directors takes over the office for the remaining term of office.

AGENCY

Holders of bearer shares as well as holders of registered shares have the right to one representative each on the Board of Directors.

DUTIES AND POWERS

IN GENERAL

The Board of Directors is responsible for the ultimate direction of the company and the supervision of the Group Management. It represents the Company externally and has all of the competences, which are not expressly reserved by law and/or Articles of Association to other bodies of the Company.

NON-TRANSFERRABLE AND INALIENABLE DUTIES

The Board of Directors has the following non-transferrable and inalienable duties:

  1. ultimate direction of the Company and issuing the necessary instructions;
  2. determination of the organization;
  3. administration of accounting, financial control, and financial planning;
  4. appointment and removal of the persons entrusted with management and representation, and determination of their signing powers;
  5. ultimate supervision of the persons entrusted with management and representation, also with respect to their compliance with the law, articles of association, regulations, and instructions. To this end, the Board of Directors sees to it that it is regularly in­formed on the course of business;
  6. preparation of the annual report and the compensation report as well as the preparation of the General Meeting and the execution of its resolutions;
  7. determination of the compensation policies and petition to the General Meeting with regard to approval of the compensation of the members of the Board of Directors and the Group Management;
  8. notification of the court if liabilities exceed assets;
  9. passing of resolutions regarding the stipulation of capital in­creases and the amendments of the Articles of Association resulting therefrom.

Meetings, Adoption of Resolutions, Minutes

MEETINGS

The Board of Directors will meet as often as business operations require the invitation of the Chairman.

Each member of the Board of Directors may, in written form set­ting forth the reasons, request that the Chairman calls a meeting without delay.

ADOPTION OF RESOLUTIONS

The resolutions of the Board of Directors are adopted by the majority of the members present. In the case of a tie vote, the chair­man has two votes.

CIRCULAR LETTER RESOLUTION

Unless a member requests an oral discussion, resolutions may also be adopted by way of written consent to a motion, in which case the absolute majority of the members of the Board of Direc­tors is required for adoption of the resolution.

MINUTES

Minutes of the proceedings and resolutions are kept and signed by the Chairman and the Secretary.

Activities outside the group

ACTIVITIES OUTSIDE THE GROUP

The maximum number of mandates of a member of the Board of Directors as member of the top management or administrative body of other legal entities outside the Group which require registration in the commercial register or an equivalent foreign register is fifteen; however, no more than five mandates must be held at any listed company.

If mandates are held in several companies of the same group of companies, they count as one mandate; however, they must not exceed forty mandates for any group of companies.

The acceptance of mandates must not adversely affect the performance of duties to the Company.