I. Agenda Item 12

12. Adoption of a resolution regarding the amendment of Article 14 (Convening the Annual Stockholders’ Meeting) of the Articles of Association to authorize the Board of Management to arrange to hold a virtual Annual Stockholders’ Meeting 

Through the Act to Introduce Virtual General Meetings for Corporations and Amend Provisions of Cooperative, Insolvency and Restructuring Law (German Federal Gazette I 2022, p. 1166), the new Section 118a AktG makes it possible to hold Annual Stockholders’ Meetings without the physical presence of the stockholders or their authorized representatives at the meeting venue (virtual Annual Stockholders’ Meeting). The utilization of this option for Annual Stockholders’ Meetings convened from September 1, 2023, onwards requires a provision in the Articles of As-sociation. Therefore, a provision in the Articles of Association shall be resolved upon to authorize the company’s Board of Management to hold virtual Annual Stockholders’ Meetings in the future. This authorization shall not comprise the maximum possible term permitted by law of five years, but shall initially be limited to two years. 

At its own discretion, the Board of Management will decide upon the format of each upcoming Annual Stockholders’ Meeting separately and consider the circumstances on a case-by-case basis to determine whether the authorization shall be utilized and an Annual Stockholders’ Meeting shall be held virtually. The Board of Management will make its decision in line with the interests of the company and its stockholders, paying special attention to the preservation of stockholders’ rights, the protection of participants’ health, complexity, costs and sustainability considerations. Any virtual Annual Stockholders’ Meeting in the future shall be designed to be as similar as possible to a physical Annual Stockholders’ Meeting in order to preserve stockholders’ rights.

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

The following new Sentence 3 is added to Article 4 of the Articles of Association:

“The Board of Management is authorized to arrange that the Annual Stockholders’ Meeting is held as a meeting without the physical presence of the stockholders or their authorized rep-resentatives at the venue of the Annual Stockholders’ Meeting (virtual Annual Stockholders’ Meeting) if the meeting takes place within two years of the entry of this provision of the Arti-cles of Association into the Commercial Register.”