Rules of Procedure for the Management Board (Geschäftsordnung für den Vorstand)

The distribution of the business duties within the Management Board, if the Management Board consists of more than one member, are determined by the Management Board according to the necessities of the management of the business and are subject to approval of the Supervisory Board. The current distribution of business duties is attached as Appendix A.

The members of the Management Board shall ensure the orderly handling of business in their spheres of business.

The Management Board shall require the prior consent of the Supervisory Board for the following transactions, such consent to be given by resolution of the Supervisory Board in accordance with the rules of procedure for the Supervisory Board:

1. the acquisition and disposal of shareholdings (§ 228 UGB) and the acquisition, disposal and closure of enterprises and businesses;
2. the acquisition, disposal and charging of real estate;
3. the establishment and closure of branches;
4. investments exceeding EUR 35,000,– in the individual case and EUR 100,000,– in total in the financial year unless covered by the approved budget (see § 5 para 3 below);
5. the take-out of loans, bonds and credits exceeding the amount of EUR 100,000,– in total in any financial year unless covered by the approved budget (see § 5 para 3 below);
6. the grant of loans and credits exceeding the amount of EUR 100,000,– in total in any financial year unless covered by the approved budget (see § 5 para 3 below);
7. the establishment and termination of lines of businesses and types of production;
8. the determination of general principles of business policy;
9. the determination of principles for granting profit or turnover participations and pension commitments to senior employees within the meaning of § 80 para 1 AktG or any other person;
10. the granting of stock options of the Company to employees and senior employees of the Company or of an affiliated company as well as to members of the management board and the supervisory board of affiliated companies;
11. the appointment of authorized agents (Prokuristen) and the granting of general power of attorney (Handlungsvollmacht);
12. the conclusion of agreements with members of the Supervisory Board by which they commit themselves outside their function as members of the Supervisory Board towards the company or a subsidiary (§ 228 para 3 UGB) to render services for a consideration exceeding a negligible amount; the same shall apply to agreements with undertakings in which a member of the Supervisory Board has a considerable economic interest;
13. the engagement as senior employee (§ 80 AktG), within two years after execution of an audit opinion, of the auditor, the group auditor, the auditor of an affiliated major company or the certified accountant who signed the audit opinion or a person engaged by him, who had a significant position in the audit, in each case to the extent not prohibited pursuant to § 271c UGB;
14. measures by which the Management Board utilizes an authorization granted to it in accordance with § 102 para 3 or 4 AktG;
15. decisions concerning the existence of the Company, or an essential amendment to the object of the Company;
16. the annual budget;
17. the acquisition, lease or other take-overs of foreign companies and businesses;
18. agreements that are both of a fundamental nature and exceptional significance to the Company and that fall outside of normal business transactions and are not single business cases;
19. the purchase or sale of patents, the granting of patent licenses and the purchase of exclusive patent licenses by the Company;
20. transactions (outside the management contract) between the company and a member of the Management Board that grant financial advantages to a member of the Management Board;
21. management decisions in case several members of the Management Board cannot reach a resolution on a certain business issue;
22. any sale or license of all or substantially all of the company's assets; and
23. the issuance of guarantees or letters of comfort or similar obligations exceeding EUR 100,000,– in total in a financial year unless covered by the approved budget (see § 5 para 3 below).

If the Management Board consists of two or more members, an ordinary meeting of the Management Board shall take place at intervals as agreed by the Management Board. Extraordinary meetings of the Management Board shall be held according to requirements. They can be convened by each member of the Management Board.

The Management Board shall prepare the materials for resolutions to be adopted by the Supervisory Board and its committees.

Each member of the Management Board shall receive a copy of these Rules of procedure against written confirmation of receipt. A copy shall also be delivered to the members of the Supervisory Board.