Shareholders' Meeting

ITEM 2

ITEM 3

Resolution to exonerate the members of the Managing Board for the financial year 2023

The Managing Board and the Supervisory Board propose to exonerate the members of the Managing Board for financial year 2023.

ITEM 4

Resolution to exonerate the members of the Supervisory Board for the financial year 2023

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The Managing Board and the Supervisory Board propose to exonerate the members of the Supervisory Board for financial year 2023.

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ITEM 5

Resolution on the appointment of the auditor and group auditor for the financial year 2024

Upon the recommendation of the audit committee, the Supervisory Board proposes to elect PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as the auditor and group auditor for the financial year 2024 as well as for the review of the half-year financial report 2024 if such a review is performed. The audit committee declared that its recommendation was free from undue influence by third parties and that its choice was not restricted by a clause within the meaning of Article 16 (6) of the EU Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding the statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

ITEM 6

Amendment of Article 15 (4), 2nd paragraph, sentence 3 of the articles of incorporation

Article 15 (4), 2nd paragraph, sentence 3 of the articles of incorporation determines how evidence is to be furnished of the right to attend the Shareholders’ Meeting and to exercise a voting right in accordance with Section 123 (4) sentence 2 AktG. Section 123 (4) sentence 2 AktG has been amended by the German Financing for the Future Act (Zukunftsfinanzierungsgesetz) which came into force on 15 December 2023. Consequently, evidence of a shareholding relating to the 22nd day prior to the Shareholders’ Meeting must be furnished. There is no substantive change to the period attached to this amendment. Article 15 (4) second paragraph, sentence 3 of the Company’s articles of incorporation should be amended accordingly. The Managing Board and the Supervisory Board therefore propose to amend Article 15 (4) second paragraph, sentence 3 of the articles of incorporation as follows: “The proof must relate to the 22nd day prior to the Annual General Meeting and must be received by the company no later than 7 days prior to the meeting.”

ITEM 7

Amendment to Article 16 (1) of the articles of incorporation (Representatives of the Chair of the Shareholders’ Meeting)

The Managing Board and the Supervisory Board propose to amend Article 16 (1) of the articles of incorporation as follows: “The Shareholders’ Meeting is chaired by the Chairperson of the Supervisory Board or, if he/she is unable to do so, by his/her deputy. If both the Chairperson of the Supervisory Board and his/her deputy are prevented from chairing the meeting, the Shareholders’ Meeting is chaired by another member to be chosen by the Supervisory Board.”

ITEM 8

Amendment of Article 8 (1) of the articles of incorporation (number of members on the Supervisory Board)

The Managing Board and the Supervisory Board propose to reduce the size of the Supervisory Board and reword Article 8 (1) of the articles of incorporation as follows: “The Supervisory Board consists of five members, who are elected by the Shareholders’ Meeting.”

ITEM 9

ITEM 10

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ITEM 11

Resolution to approve the amended remuneration system for the Managing Board members

According to Section 120a AktG, the Shareholders’ Meeting of a listed company must pass a resolution on any significant amendment (but at least every four years) on the approval of the remuneration system for the Managing Board members passed by the Supervisory Board in accordance with Section 87a AktG. A system for the remuneration of the Managing Board was already approved at the Shareholders’ Meeting 2022. In connection with the renewal of the Managing Board members’ service contracts, the Supervisory Board decided to present a slightly amended system of Managing Board remuneration. The primary changes relate to relocation costs under incidental benefits. The Supervisory Board proposes to approve the amended system for the remuneration of the Managing Board members presented in “Additional information on the agenda items”.

ITEM 12

Resolution to approve the remuneration report

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Following the amendment of the Stock Corporation Act due to the implementation of the Shareholder Rights Directive II (SRD II), a remuneration report pursuant to Section 162 AktG has to be prepared by the Managing Board and the Supervisory Board and to be presented to the Shareholders’ Meeting for approval in accordance with Section 120 a (4) AktG. In accordance with Section 162 (3) AktG, the remuneration report was audited by the auditor to determine whether the disclosures required by Section 162 (1) and (2) AktG have been made. The report on the audit of the remuneration report is attached to the remuneration report. The Managing Board and Supervisory Board propose to approve the audited remuneration report for the financial year 2023 under “Additional information on the agenda items.