Significant Differences

Corporate governance principles for our company are set forth in the German Stock Corporation Act (Aktiengesetz, the "Stock Corporation Act"), our articles of association (Satzung) and rules of procedure (Geschäftsordnungen) and the German Corporate Governance Code (Deutscher Corporate Governance Kodex, the "Code"). The Code was released in 2002 by a commission comprised of German corporate governance experts, including top managers of large German companies and representatives of institutional and retail investors, academia, the accounting profession and labor unions, that was appointed by the German Federal Ministry of Justice in 2001. The Code has been amended since its initial release, most recently in June 2006. As a general rule, the Code will be reviewed annually and amended if necessary to reflect international corporate governance developments. The Code describes and summarizes the basic mandatory statutory corporate governance principles found in the Stock Corporation Act and other provisions of German law. In addition, it contains supplemental recommendations and suggestions for standards on responsible corporate governance intended to reflect generally accepted best practice.

We believe the following to be the significant differences between German corporate governance practices, as we have implemented them, and those applicable to U.S. companies under NYSE listing standards.

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