German Corporate Governance Code

2. Shareholders and the General Meeting

 

2.1 Shareholders

2.1.1 To the extent provided by law and in the Articles of Association the shareh olders exercise their rights before or during the General Meeting and, in this respect, vote.
2.1.2 In principle, each share carries one vote. There are no shares with multiple voting rights, preferential voting rights (golden shares) or maximum voting rights.
2.2 General Meeting

2.2.1 The Management Board submits to the General Meeting the Annual Financial Statements, the Management Report, the Consolidated Financial Statements and the Group Management Report. The General Meeting resolves on the appropriation of net income and the discharge of the acts of the Management Board and of the Supervisory Board and, as a rule, elects the shareholders' representatives to the Supervisory Board and the auditors.

Furthermore, the General Meeting resolves on the content of the Articles of Association, in particular the purpose of the company and essential structural measures such as inter-company agreements and transformations, the issuing of new shares and of convertible bonds and bonds with warrants, and the authorization to purchase own shares. It can resolve on the authorization of the remuneration system for the members of the Management Board.

2.2.2 When new shares are issued, shareholders, in principle, have pre-emptive rights corresponding to their share of the equity capital.
2.2.3 Each shareholder is entitled to participate in the General Meeting, to take the floor on matters on the agenda and to submit materially relevant questions and proposals.
2.2.4 The chair of the meeting provides for the expedient running of the General Meeting. In this, the chair should be guided by the fact that an ordinary general meeting is completed after 4 to 6 hours at the latest.
2.3 Invitation to the General Meeting, Postal Vote, Proxies

2.3.1 At least once a year the General Meeting is to be convened by the Management Board giving details of the agenda. A quorum of shareholders is entitled to demand the convening of a General Meeting and the extension of the agenda. The convening of the meeting, as well as the reports and documents, including the Annual Report, required by law for the General Meeting are to be made easily accessible to the shareholders on the company's internet site together with the agenda. If a postal vote is offered, the same applies to the necessary forms.
2.3.2 The company shall facilitate the personal exercising of shareholders' voting rights and the use of proxies. The Management Board shall arrange for the appointment of a representative to exercise shareholders' voting rights in accordance with instructions; this representative should also be reachable during the General Meeting.
2.3.3 The company should make it possible for shareholders to follow the General Meeting using modern communication media (e.g. Internet).
  convenience translation