German Corporate Governance Code
2. Shareholders and the General Meeting
|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.|
|2.2.1||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 adopts resolutions on the appropriation of net profit, approves the actions of the Management Board and the Supervisory Board by way of discharge and, as a rule, elects the shareholder representatives to the Supervisory Board and the auditor.
The General Meeting also adopts resolutions on the content of the Articles of Association, in particular the purpose of the corporation and essential structural measures such as inter-company agreements and transformations, the issuance of new shares, convertible bonds and bonds with warrants, as well as the authorisation to purchase own shares. It can adopt resolutions approving the remuneration system for members of the Management Board.
|2.2.2||Shareholders generally have pre-emptive rights corresponding to their interest in the share capital when new shares are issued.|
|2.2.3||Every shareholder has the right to attend the General Meeting, to take the floor on matters on the agenda and to submit relevant questions and motions.|
|2.2.4||The Chair of the meeting is responsible for the expeditious progress of the General Meeting. In this context, the Chair should take into account that the Annual General Meeting be completed after four to six hours.|
|2.3||Invitation to the General Meeting, Proxies
|2.3.1||The Management Board must convene the General Meeting at least once a year, disclosing the items on the agenda. Groups of minority shareholders are entitled to require the convening of a General Meeting and the extension of the agenda. The notice convening the General Meeting and the reports and other documents required by law, including the annual report, must be made easily accessible to the shareholders on the corporation's website, together with the agenda.|
|2.3.2||The corporation shall facilitate the exercise of shareholders' rights in person or by proxy. The Management Board shall be responsible for the appointment of a proxy to exercise shareholders' voting rights in accordance with their instructions; the proxy should also be reachable during the General Meeting.|
|2.3.3||The corporation should make arrangements to allow shareholders to follow the General Meeting using modern means of communication (e.g. via the Internet).|