German Corporate Governance Code: Management, Supervision & Transparency

Preamble

Preamble: This German Corporate Governance Code (the "Code") presents essential statutory regulations for the management and supervision of German listed companies (governance). The Code clarifies the obligations of the Executive Board and Supervisory Board, in accordance with the principles of the social market economy, to ensure the company's survival and its lasting value.

Shareholders and General Meeting

Shareholders: The shareholders exercise their rights at the AGM and exercise their right to vote. The Board shall submit to the General Meeting the annual accounts and consolidated financial statements. It decides on profit allocation and the discharge of the Executive Board and Supervisory Board, elects the shareholder representatives on the Supervisory Board and, as a rule, the auditors.

In addition, the General Assembly decides on the statute and the object of the company, on the constitution and other essential corporate measures such as specific company agreements and transformations, the issuing of new shares and convertible bonds and bonds with warrants, and the authorization to acquire own shares.

Interaction of Management and Supervisory Board

Interaction of Management and Supervisory Board: The Management Board and the Supervisory Board work closely together for the good of the company. The Management Board coordinates the strategic direction of the company with the Supervisory Board and discusses with it, at regular intervals, the state of strategy implementation.

Management Board

Board: The Management Board directs the company with the goal of sustainable value creation. The Management Board defines the strategic direction of the company, agrees it with the Supervisory Board and ensures its implementation. The Management Board ensures appropriate risk management and risk control within the company.

Supervisory Board

Supervisory Board: The task of the Supervisory Board is to regularly advise and monitor the Management Board. The Supervisory Board appoints and dismisses members of the Management Board.

Transparency

Transparency: The Management Board must disclose insider information that relates directly to the company immediately. The company will notify shareholders of the same information.

Accounting and Auditing

Accounting and auditing: Shareholders and third parties are informed primarily by the annual accounts and consolidated financial statements prepared by the Management Board and reviewed by the auditors. Prior to submitting a nomination, the Board or the Audit Committee shall request from the proposed auditor an explanation stating whether—and if so, which—business, financial, personal or other relationships exist between the auditor (and audit managers) on the one hand, and the company and its board members on the other, that could give rise to doubts as to the auditor's independence.