162 the share capital is required, a simple majority of the share capital represented, unless the law or the Articles of Associ- ation explicitly prescribe otherwise. The Supervisory Board is authorized to decide by resolution on amendments to the Articles of Association that affect only their wording (Section 24 of the Articles of Association). Furthermore, the Supervisory Board is authorized to revise the wording of Section 3 of the Articles of Association after complete or partial consummation of the increase of the share capital in accordance with the respective utilization of the authorized capital and--if the authorized capital has not been utilized at all or not completely by April 27, 2010--after the expiration of the authorization period. Furthermore, the Supervisory Board is authorized to adapt the wording of Section 3 of the Articles of Association according to the utilization of the conditional capital. Board of Management's Power to Issue or Buy Back Shares Pursuant to a resolution of the Shareholders Meeting of May 6, 2009, the Board of Management is authorized, until November 5, 2010, to acquire own shares up to a total of 10 percent of the share capital.The shares acquired and other own shares that are in possession of or to be attributed to the Company pursuant to Sections 71a et seq. of the AktG must altogether at no point account for more than 10 percent of the Company's share capital. At the Board of Management's discretion, the acquisition may be conducted: · through a stock exchange · by means of a public offer directed at all shareholders or a public solicitation to submit offers · by means of a public offer or a public solicitation to submit offers for the exchange of liquid shares that are admitted to trading on an organized market for Com- pany shares · by use of derivatives (put or call options or a combination of both). These authorizations may be utilized on one or several occa- sions, in whole or in partial amounts, in pursuit of one or more objectives by the Company and also by affiliated com- panies or by third parties for the Company's account or its affiliates' account. Disclosures Pursuant to Section 289, Paragraph 4, and Section 315, Paragraph 4, of the German Commercial Code (Part of the Combined Group Management Report) Composition of Share Capital The share capital totals 2,001,000,000.00 and consists of 2,001,000,000 registered shares without nominal value. Each share of stock grants the same rights and one vote at a Shareholders Meeting. Restrictions on Voting Rights or the Transfer of Shares Shares acquired by an employee under the Company-sponsored employee stock purchase program are subject to a blackout period that begins the day ownership of such shares is trans- ferred to the employee and that ends on December 31 of the next calendar year plus one. As a rule, an employee may not sell such shares until the blackout period has expired. Pursuant to Section 71b of the German Stock Corporation Act (known by its German abbreviation, "AktG"), the Company's own shares give it no rights, including no voting rights. Legal Provisions and Rules of the Company's Articles of Association regarding the Appointment and Removal of Board of Management Members and Amendments to the Articles of Association Pursuant to the Company's Articles of Association, the Board of Management consists of at least two members. The appointment of deputy Board of Management members is permissible. The Supervisory Board decides on the number of members as well as on their appointment and dismissal. The Supervisory Board appoints members to the Board of Management for a term not exceeding five years; a member may be appointed for another term of office or a member's term of office may be extended for an additional term not exceeding five years. If more than one person is appointed as a member of the Board of Management, the Supervisory Board may appoint one of the members as Chairperson of the Board of Management. If a Board of Management mem- ber is absent, in the event of an urgent matter, the court makes the necessary appointment upon petition by a con- cerned party. The Supervisory Board may revoke the appoint- ment of a member of the Board of Management and the Chairperson of the Board of Management for serious cause (for further details, see Sections 84 and 85 of the AktG and Sections 31 and 33 of the German Codetermination Act). Pursuant to Section 179 of the AktG, an amendment to the Articles of Association requires a resolution of the Share- holders Meeting. Resolutions of the Shareholders Meeting require a simple majority and, in cases where a majority of Disclosure of Takeover Barriers