I. Agenda Item 13

13. Adoption of a resolution regarding amendments of Articles 10 (Convening and Resolutions) and 16 (Procedure of the Annual Stockholders’ Meeting) of the Articles of Association 

a) Amendment of Article 10 (Convening and Resolutions) Para. 2 of the Articles of Association

In accordance with Section 109 Para. 1 Sentence 3 AktG as amended by the German Act to Strengthen Financial Market Integrity, members of the Board of Management do not attend Supervisory Board meetings at which the auditor is consulted as an expert unless the Supervisory Board considers it necessary. Article 10 Para. 2 of the Articles of Association, according to which members of the Board of Management can generally attend Supervisory Board meetings unless otherwise specified by the Chair of the Supervisory Board for specific reasons, must be amended to reflect this new legislation.

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

Article 10 Para. 2 of the Articles of Association is revised as follows:

“2) Subject to statutory provisions, the members of the Board of Management can attend Supervisory Board meetings unless otherwise specified by the Chair of the Supervisory Board for specific reasons.”


b) Amendment of Article 16 (Procedure of the Annual Stockholders’ Meeting) of the Articles of Association

Members of the Supervisory Board generally attend the Annual Stockholders’ Meeting in person. In accordance with Article 118 Para. 3 Sentence 2 AktG, however, the Articles of Association can provide for certain cases where Supervisory Board members may attend the Annual Stockholders’ Meeting by audio-visual transmission. This option shall be utilized in order to enable attendance in situations in which physical attendance would be impossible or very difficult or in which stockholders likewise do not attend in person. 

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

The following new Paragraph 5 is added to Article 16 of the Articles of Association:

“(5) Supervisory Board members may attend the Annual Stockholders’ Meeting by way of audio-visual transmission in consultation with the Chair of the Supervisory Board if the Supervisory Board member in question is unable to physically attend the venue of the Annual Stockholders’ Meeting, if the Supervisory Board member resides outside of Germany, if the Supervisory Board member’s attendance at the venue of the Annual Stockholders’ Meeting would be associated with an unduly long journey or if the Annual Stockholders’ Meeting is held as a virtual Annual Stockholders’ Meeting.”

The precise wording of the amendments of the Articles of Association proposed by the Board of Management and the Supervisory Board is also presented in the synopsis (Amendments of Articles of Association – Annual Stockholders’ Meeting 2023), which is made available together with the notice convening the Annual Stockholders’ Meeting on the company’s website.