Combined Group Management Report Consolidated Financial Statements Corporate Governance Report Supervisory Board and Board of Management Tables and Explanations The Board of Management is furthermore authorized, subject to the Supervisory Board's consent, to exclude shareholders' subscription right in the case of an issue of shares against cash contributions in an amount of up to 10 percent of the Com- pany's share capital. This exclusion may be applied, inter alia, to shares issued under utilization of the Authorized Capital resolution of the Shareholders Meeting of April 27, 2005. The Board of Management is authorized, subject to the Super- visory Board's consent, to exclude the shareholders' subscrip- tion right in the case of an issue of shares against contribu- tions in kind, but only to such an extent that the aggregate amount of the shares issued under this authorization (Sec- tion 3, Paragraph 5 of the Articles of Association) and under the Authorized Capital resolution of the Shareholders Meet- ing of April 27, 2005, against contribution in kind with an exclusion of the shareholders' subscription right does not exceed 20 percent of the Company's share capital. In addition, the total amount of shares issued against contributions in cash or in kind with an exclusion of the subscription right may no exceed 20 percent of the Company's share capital. Finally, the Shareholders Meeting of May 6, 2009, gave the Board of Management two authorizations to issue bonds with conversion or option rights and with conversion obli- gations, profit participation rights, or participating bonds (or a combination or these instruments). Under these autho- rizations, the Board of Management may, with the Supervi- sory Board's consent, issue, once or several times, until May 5, 2014, registered option bonds, convertible bonds, profit par- ticipation rights, or participating bonds (or a combination of these instruments) with a total face value of up to 5 billion and grant option rights to the holders of option bonds and/or conversion rights to the holders of convertible bonds for registered Company shares with a proportionate amount of the Company's share capital totaling up to 175,000,000 pur- suant to the details of the terms and conditions of the option and/or conversion bonds. This ensures that the total face value of up to 5 billion could only be utilized once through the utilization of both authorizations. In line with the two authorizations, the Company's share capital is condi- tionally increased by up to 175,000,000 and again by up to 175,000,000 pursuant to Section 3, Paragraphs 3 and 4, of the Articles of Association. Here, too, the Board of Management is authorized, subject to the Supervisory Board's consent, to fully exclude the shareholders' subscription right on bonds (with option or conversion rights or conversion obligation) issued against contributions in cash. With regard to treasury shares that will be or have been acquired based on the above-mentioned authorization and/or prior authorizations by the Shareholders Meeting, the Board of Management is authorized, subject to the Supervisory Board's consent and excluding shareholder subscription rights, to use these shares--in addition to a disposal through a stock exchange or an offer granting a subscription right to all shareholders--as follows: · to be sold and transferred against cash consideration · to be sold and transferred against contribution in kind · to be used in order to satisfy the rights of creditors of bonds with conversion or option rights or, respectively, conversion obligations issued by the Company or its Group companies · to be offered for purchase and transferred to individuals who are employed by the Company or one of its affiliates. These authorizations may be utilized on one or several occa- sions, in whole or in partial amounts, separately or collectively by the Company and also by Group companies or by third parties for the Company's account or its affiliates' account. In addition, the Board of Management is authorized to cancel treasury shares, without such cancellation or its implemen- tation requiring an additional resolution by the Shareholders Meeting. In each case, the Board of Management will inform the Share- holders Meeting about the reasons for and the purpose of the acquisition of treasury shares, the number of treasury shares acquired, the amount of the registered share capital attributable to them, the portion of the registered share capital represented by them, and their equivalent value. Pursuant to Section 3, Paragraph 2 of the Articles of Associa- tion (a resolution of the Shareholders Meeting of April 27, 2005), the Board of Management is authorized, subject to the Supervisory Board's consent, to increase the Company's share capital until April 27, 2010, by up to 540,000,000 by issuing new registered shares with no-par value against contribution in cash and/or in kind once or several times (Authorized Cap- ital pursuant to Sections 202 et seq. of the AktG). The Board of Management is authorized, subject to the Supervisory Board's consent, to decide whether to exclude shareholder subscription rights. Pursuant to Section 3, Paragraph 5 of the Articles of Associa- tion, the Board of Management is authorized, subject to the Supervisory Board's consent, to increase the Company's share capital from April 28, 2010, until May 5, 2014, by up to 460,000,000 by issuing new registered shares with no-par value against contribution in cash and/or in kind once or several times (Authorized Capital pursuant to Sections 202 et seq. of the AktG). 163