I. Agenda Item 11

11. Adoption of a resolution regarding the creation of a new authorization to issue convertible and/or warrant bonds and/or income bonds (or combinations of these instruments), also with subscription rights disapplied, plus the simultaneous creation of new condition-al capital by amending Article 4 (Capital Stock) Para. 5 of the Articles of Association

The authorization granted by the Annual Stockholders’ Meeting on May 15, 2018, to issue convertible and/or warrant bonds, profit-participation rights and/or income bonds (or combinations of these instruments) expires on May 14, 2023. The conditional capital created for their service in Article 4 (Capital Stock) Para. 5 of the Articles of Association will then be redundant. In order to allow the company the opportunity in the future to make flexible use of attractive debt instruments, a new authorization to issue convertible and/or warrant bonds and/or income bonds (or combinations of these instruments) shall be created in addition to corresponding conditional capital that shall amount to 10% of the capital stock at the time of the resolution.

The Board of Management and the Supervisory Board propose that the following resolution shall be adopted:

a) Creation of a new authorization to issue convertible and/or warrant bonds and/or income bonds (or combinations of these instruments), also with subscription rights disapplied

The Board of Management is authorized until May 23, 2026, with the approval of the Supervisory Board, to issue – in one or more installments – convertible and/or warrant bonds and/or income bonds or a combination of these instruments (collectively referred to as “bonds”) – as either registered or bearer bonds – with a total nominal value of up to EUR 1,000,000,000, with or without limited maturity against cash contributions, and to grant warrant rights to, or impose warrant obligations on, the holders or creditors (hereinafter collectively referred to as “holders”) of warrant bonds or income bonds with warrants, and/or to grant conversion rights to, or impose conversion obligations on, the holders of convertible bonds or convertible income bonds in respect of bearer shares of the company representing a total pro rata increase of up to EUR 8,634,630 in the company’s capital stock on the terms to be defined for these bonds.

As well as in euro, the bonds can also be issued in the legal currency of an OECD country, provided this does not exceed the equivalent amount in euro. They can also be issued by a dependent company; in this event, the Board of Management is authorized, with the approval of the Supervisory Board, to assume the guarantee for the bonds on behalf of the company and to grant warrants or conversion rights or to impose obligations for bearer shares of the company to the holders of the bonds.

In general, stockholders are entitled to a subscription right to the bonds. If the stockholders are not allowed to subscribe directly to the bonds, the stockholders are granted the statutory subscription right by way of the bonds being acquired by one or more credit institutions or equivalent entities in accordance with Section 186 Para. 5 Sentence 1 AktG with the obligation to offer them to the stockholders for subscription (indirect subscription right). If the bonds are issued by a dependent company, the company must ensure that the statutory sub-scription right is granted to the stockholders of the company in accordance with the previous sentence.

The Board of Management is authorized, however, with the approval of the Supervisory Board, to remove from the stockholders’ subscription rights fractional amounts resulting from the subscription ratio and also to disapply the subscription rights insofar as this is necessary so that holders of warrants or conversion rights or obligations that have previously been granted or imposed can be granted subscription rights to the extent to which they would be entitled as stockholders after exercising the warrants or conversion rights or fulfilling the warrant or conversion obligation.

The Board of Management is furthermore authorized, with the approval of the Supervisory Board, to completely disapply stockholders’ subscription rights for bonds issued against cash payment with a warrant or conversion right or obligation, if the Board of Management, after conducting an examination with due care and diligence, believes that the issue price of the bond is not significantly lower than its hypothetical market value calculated using recognized, especially actuarial methods. However, this authorization to disapply subscription rights applies only to bonds issued with a warrant or conversion right or obligation, with a warrant or conversion right or a warrant or conversion obligation for shares representing a proportion of the capital stock that may not exceed a total of 10% of the capital stock, either at the time this authorization becomes effective or – if the value is lower – at the time this authorization is exercised. Shares that have been disposed of or issued with subscription rights disapplied pursuant to Section 186 Para. 3 Sentence 4 AktG during the term of this authorization up to the issue of bonds with warrants and/or conversion rights or obligations with sub-scription rights disapplied pursuant to Section 186 Para. 3 Sentence 4 AktG are counted toward the above 10% limit.

If income bonds are issued without a conversion right/obligation or warrant right/obligation, the Board of Management is authorized, with the approval of the Supervisory Board, to dis-apply stockholders’ subscription rights as a whole if these income bonds are structured in a similar way to debentures, i.e. they do not convey any membership rights in the company, do not grant any share in the liquidation proceeds, and the interest rate is not calculated on the basis of net income, balance sheet profit or the dividend. Furthermore, in this case the inter-est rate and the issue price of the income bonds must be consistent with the market condi-tions prevailing at the time of the issue.

If bonds with conversion rights or warrants or conversion obligations are issued with stockholders’ subscription rights disapplied under this authorization, shares to be issued to ser-vice such bonds may not exceed a proportion of 10% of the capital stock at the time this authorization becomes effective. Shares issued or to be issued during the term of this authori-zation until the time of its utilization on the basis of other authorizations with subscription rights disapplied must be counted toward this limit, but not shares issued with subscription rights disapplied to eliminate fractional amounts in the event of capital increases.

If warrant bonds are issued, one or more warrants are attached to each individual bond (hereinafter also “partial bond”) that entitle the holder to subscribe to no-par bearer shares of the company in accordance with the warrant conditions to be established by the Board of Management. For warrant bonds denominated in euros that are issued by the company, the warrant conditions can stipulate that the warrant price can also be settled by the transfer of partial bonds and, where appropriate, an additional cash payment. The proportion of the capital stock that is attributed to the shares to be subscribed to per partial bond may not exceed the nominal amount of the partial bond. If fractional shares arise, it can be stipulated that these fractional shares can be added up in accordance with the warrant or bond conditions, where applicable against an additional payment, in order to acquire full shares. The same applies when warrants are attached to an income bond.

If convertible bonds are issued, the holders of the partial bonds are granted the right to con-vert their partial bonds into no-par bearer shares of the company in accordance with the con-vertible bond terms determined by the Board of Management. The conversion ratio is determined by dividing the nominal amount or the issue price of a partial bond that is lower than the nominal amount by the fixed conversion price for a no-par bearer share of the company and can be rounded up or down to a whole number; furthermore, an additional payment payable in cash and the consolidation or elimination of fractional shares that cannot be converted can also be determined. The bond conditions can include a variable conversion ratio and a set conversion price (subject to the minimum price determined below) within a specified range depending on the performance of the price of the company’s no-par share during the term of the bond. The same applies to convertible income bonds.

The warrant or conversion price to be determined for a no-par share of the company must – with the exception of cases in which a warrant or conversion obligation or a right to delivery of shares is provided – amount to at least 80% of the volume-weighted average closing price of the company’s no-par shares in electronic trading on the Frankfurt Stock Exchange in the last 10 trading days before the day on which the Board of Management passes its resolution on issuing the bond or – in the event that a subscription right is granted – no less than 80% of the volume-weighted average closing price of the company’s shares in electronic trading on the Frankfurt Stock Exchange during the subscription period, with the exception of the days of the subscription period required to give timely notice of the warrant or conversion price in accordance with Section 186 Para. 2 Sentence 2 AktG. Section 9 Para. 1 AktG and Section 199 AktG remain unaffected.

The bond conditions can also establish a conversion obligation or warrant obligation at the end of the term (or at another point in time) or grant the company the right to grant the holders, in part or in full, no-par shares in the company or another listed company when the bond with warrant or conversion rights or obligations matures instead of paying the cash amount due (maturity here also includes maturity as a result of termination). In these cases, the warrant or conversion price can, pursuant to the bond conditions, be equivalent to the volume-weighted average closing price of the company’s no-par share in electronic trading on the Frankfurt Stock Exchange during the 10 trading days before or after the final maturity date, even if this average price is lower than the minimum price stated above. The proportion of the capital stock of the company’s no-par shares to be issued upon conversion or exercise of the warrant may not exceed the nominal amount of the bonds. Section 9 Para. 1 AktG in conjunction with Section 199 Para. 2 AktG has to be complied with.

The authorization also includes the possibility in certain cases, pursuant to the relevant conditions, of granting protection against dilution or carrying out adjustments, provided the ad-justments are not already regulated by law. Protection against dilution and adjustments can be provided for in particular if changes in capital arise at the company during the term of the bonds (for example a capital increase or reduction or a share split), but also in connection with dividend payments, the issuance of other convertible/warrant bonds, as well as in the case of extraordinary events that occur during the term of the bonds or of the warrants (e.g. a third party gains control). Protection against dilution and adjustments can be provided for in particular by granting subscription rights, by amending the conversion/warrant price, and by amending or granting cash components. Section 9 Para. 1 AktG and Section 199 AktG re-main unaffected.

The bond conditions can stipulate that the bond to which warrants or conversion rights or ob-ligations are attached can be converted at the discretion of the company into new shares from authorized capital or into existing shares of the company or of another listed company instead of into new shares from conditional capital or that the warrant right can be fulfilled by delivering shares of this kind or that a warrant obligation can be serviced with the delivery of shares of this kind. The bond conditions can also give the company the right not to grant new no-par shares upon conversion or exercise of the warrant, but to pay a monetary amount.

The Board of Management is authorized, with the approval of the Supervisory Board, to determine the further details of the issuance and structure of the bonds, in particular the interest rate, issue price, term and denomination, anti-dilution provisions, the warrant or conversion period, and, within the above-mentioned framework, the warrant and conversion price or to establish these details in agreement with the executive bodies of the Group company issu-ing the warrant or convertible bond.

b) Creation of new conditional capital by amending Article 4 (Capital Stock) Para. 5 of the Articles of Association

To service bonds issuable on the basis of the above authorization to issue bonds, the capital stock is conditionally increased by up to EUR 8,634,630 by issuing up to 8,634,630 new, no-par bearer shares (conditional capital).

Article 4 Para. 5 of the Articles of Association, which contained the previous conditional capital, is revised as follows to create the new conditional capital:

“(5) The capital stock shall be increased on a conditional basis by up to EUR 8,634,630 divided into up to 8,634,630 no-par bearer shares (conditional capital). The conditional capital increase shall only be implemented to the extent that the holders or creditors of, or persons obligated to exercise, warrants or conversion rights pertaining to warrant bonds and/or convertible bonds and/or income bonds (or a combination of these instruments) issued by the company or a dependent company against cash contributions, or issued against cash contributions and guaranteed by the company or a dependent company, on or before May 23, 2026, on the basis of the authorization granted to the Board of Management by the Annual Stockholders’ Meeting on May 24, 2023, exercise their warrants or conversion rights or, where they are obli-gated to do so, fulfill such obligation, or to the extent that the company elects to grant shares in the company in place of all or part of the cash amount due for payment. The conditional capital increase shall not be implemented if cash compensation is granted or if the company’s own shares, shares issued out of authorized capital or shares in another listed company are used to service the warrant or conversion rights. The new shares shall be issued at the warrant or conversion price to be determined in accordance with the authorizing resolution referred to above. The new shares shall participate in profit starting with the beginning of the fiscal year in which they are created; insofar as is legally permissible, the Board of Management may, with the Supervisory Board’s approval, determine profit participation for the new shares in deviation from the above and from Section 60 Para. 2 AktG, including for a fiscal year which has already ended. The Board of Management is authorized, with the Supervisory Board’s approval, to specify the further details for the purpose of ex-ecuting the conditional capital increase.”

Please refer to the reports of the Board of Management to the Annual Stockholders’ Meeting on this agenda item 11 and on agenda items 9 and 10, which are reproduced in the annex to this agenda. The amendments of the Articles of Association proposed by the Board of Man-agement and the Supervisory Board are also presented in the synopsis (Amendments of Ar-ticles of Association – Annual Stockholders’ Meeting 2023), which is made available together with the notice convening the Annual Stockholders’ Meeting on the company’s website.