Disclosures required by takeover law

Disclosures required under Sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB – German commercial code) and explanatory report

Composition of issued capital, voting rights and transfer of shares

As at 31 December 2008, the company’s share capital totalled €1,209,015,874 and was composed of the same number of no-par value registered shares. Each share carries the same statutory rights and obligations and entitles the holder to one vote at the Annual General Meeting (AGM). No individual shareholder or group of shareholders is entitled to special rights, particularly rights granting powers of control.

The exercise of voting rights and the transfer of shares are based on the general legal requirements and the company’s Articles of Association, which do not restrict either of these activities. Article 19 of the Articles of Association sets out the requirements that must be met in order to attend the AGM as a shareholder and exercise a voting right. Only those persons entered as such in the share register are considered by the company to be shareholders. The Board of Management is not aware of any agreements between shareholders that restrict voting rights or the transfer of shares.

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