Investment, Finance and Audit Committee

Our Supervisory Board has established an Investment, Finance and Audit Committee, comprising the chairman of the Supervisory Board, who will serve as chairman of the committee, and two other members of the Supervisory Board, of which one is a shareholder representative and the other is an employee representative. The Investment, Finance and Audit Committee will carry out the functions normally carried out by the audit committee of a U.S. company, among other duties, including:

• preparing the decisions of the Supervisory Board concerning approval of our company's annual financial statements, including review of the financial statements, our annual reports, the proposed application of earnings and the reports of our independent auditors;
• reviewing the interim financial statements of our company that are made public or otherwise filed with any securities regulatory authority;
• handling auditor independence issues mandating our auditor to audit our consolidated and unconsolidated annual financial statements (including the determination of the focus of the audit), approving any consulting services by the auditor and supervising the auditor;
• approving decisions of our Management Board or one of its committees regarding increases of our company's capital through the issuance of new shares from our authorized or conditional capital, to the extent that we are not either issuing the shares to employees or using them for a share option plan;
• approving decisions of our Management Board in relation to any investment or disposition if its value exceeds 10% of our total investment budget, in relation to securities, guarantees and loans to third parties outside our group of companies, which exceed 5% of our share capital plus capital reserves on the consolidated balance sheet of our group of companies, and in relation to the Management Board's finance and investment plans (including the budget) as well as the level of indebtedness;
• handling risk management issues and supervising the risk management system; 
• establishing procedures pursuant to which our employees can report to the Investment, Finance and Audit Committee, on an anonymous and confidential basis, complaints regarding our accounting and auditing practices, and enacting rules pursuant to which such complaints received by us from third parties will be reported to the Investment, Finance and Audit Committee;
• discussing any flaws relating to our internal control systems, as reported by the Management Board to the Investment, Finance and Audit Committee;
• examination of our bookkeeping, documents and assets; 
• approval of Management Board resolutions on the utilization of the authorization granted by our shareholders to issue convertible bonds, including, in particular, the maximum amount of the issuance and the exclusion of shareholders' preemptive rights.

The Investment, Finance and Audit Committee will also support the Supervisory Board in its exercise of its duty to supervise our business. It may exercise the oversight powers conferred upon the Supervisory Board by German law for this purpose. Decisions of the Investment, Finance and Audit Committee are subject to the quorum that all of its members are present and require a simple majority.



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