##### 



Exhibit 1
 New Version of the Articles of
 SAP AG
 Registered and domiciled in Walldorf, Germany
 
 Version:
New version reflecting the resolutions of the General Meeting of Shareholders on May 12, 2005 as
well as the Executive Boards resolution on November 4, 2005 regarding the amendment of section 17
(3), section 18, and section 20 (2) (filed for entry in the commercial register after the German
Corporate Integrity and Avoidance Right Modernization Act (UMAG) came into force on November 1,
2005).
 
 ARTICLES OF INCORPORATION
 I. General Provisions
 Section 1
Corporate Name, Registered Office and Domicile, and Period of Incorporation
 1.
    
    The name of the Company is:SAP AG.2.
    
    The Companys registered office and domicile is in Walldorf, Germany.3.
    
    The Company is incorporated for an indefinite period of time.
 Section 2
Corporate Purpose
 1.
    
    The corporate purpose of the Company is direct or indirect activity in the area of
development, production, and marketing of products and the provision of services in the field
of information technology, and particular in the following fields:
 
    
    Developing and marketing integrated product and service solutions for e-commerce
    
    Developing software for information technology and the licensing of its use to others
    
    Organization and deployment consulting, as well as user training, for e-commerce and
other software solutions
    
    Selling, leasing, renting, and arranging the procurement and provision of all other
forms of use of information technology systems and relevant accessories
    
    Making capital investments in enterprises active in the field of information technology
to promote the opening and advancement of international markets in the field of information
technology.
 2.
    
    The Company is authorized to act in all the business areas listed in paragraph 1 and to
delegate such activities to affiliated enterprises within the meaning of the German Stock
Corporation Act,
  
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sections 15ff; in particular the Company is authorized to delegate its business in whole or in
parts to such enterprises. The Company is authorized to establish branch offices in Germany and
other countries to found, acquire, and invest in other companies of the same or related kind and
to enter into collaboration and joint venture agreements. The Company is further authorized to
invest in enterprises of all kinds principally for the purpose of placing financial resources.
The Company is authorized to dispose of investments, to consolidate the management of
enterprises in which it participates, to enter into affiliation agreements with such
enterprises, or to do no more than manage its shareholding.
 3.
    
    The Company is authorized to take all actions and measures that are consistent with the
corporate purpose or that directly or indirectly further the corporate purpose.
 Section 3
Official Notices
 elektronischer Bundesanzeiger
 II. Capital Stock and Shares
 Section 4
Capital Stock
 1.
    
    The Companys capital stock amounts to 316,003,600 and is divided into 316,003,600 no-par
value ordinary shares.2.
    
    The shares are individual shares. They are in bearer form.3.
    
    Subject to the consent of the Supervisory Board, the Executive Board shall determine the form
of the share certificates, dividend coupons, and renewal coupons, as well as bonds and
interest coupons. The Company may combine single shares of the same class into share
certificates certifying a majority of shares of that class (multiple shares). Shareholders are
not entitled to share certificates.4.
    
    When new shares are issued, the commencement of dividend entitlement in respect of these new shares may be determined in derogation of the German Stock Corporation Act, section 60 (2).5.
    
    The Executive Board is authorized, subject to the consent of the Supervisory Board, to
increase the Companys capital stock, on one or more occasions on or before May 11, 2010, by
up to an aggregate amount of 60 million against contributions in cash by issuing new no-par
ordinary voting bearer shares (Authorized Capital I). The new shares shall be offered to the
shareholders for subscription. The Executive Board is authorized, however, subject to the
consent of the Supervisory Board, to exclude fractional shares from the shareholders
subscription rights. The Executive Board is authorized, subject to the consent of the
Supervisory Board, to determine the further details of the implementation of the capital
increases from Authorized Capital I. The Supervisory Board is authorized to amend the wording
of the Articles of Association after the full or partial implementation of the capital stock
increase from Authorized Capital I or after the expiration of the authorization period in
accordance with the scope of the capital increase from Authorized Capital I.6.
    
    The capital stock is subject to a further contingent increase by 9,384,974 by issuing up to
9,384,974 no-par value ordinary voting bearer shares (Contingent Capital IIIa). This
contingent capital increase shall be effected only to the extent that the holders of the
convertible bonds and stock options that were issued by SAP AG under the SAP AG 2000 Long Term
Incentive Plan by virtue of the authorizing resolution adopted by the General Meeting of
Shareholders of January 18,
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2000, supplemented and adjusted by the resolutions adopted by the General Meeting of
Shareholders of May 3, 2001, actually exercise their conversion rights or subscription rights,
as the case may be, in respect of ordinary shares in the Company and the Company does not grant
treasury shares in satisfaction of such conversion rights or subscription rights. The new shares
issued in connection with the exercise of such conversion or subscription rights shall be
eligible for dividends as of the beginning of the fiscal year with regard to which, as at the
time of exercise of the conversion or subscription rights, no resolution by the General Meeting
of Shareholders concerning the appropriation of the retained earnings for the year has been
adopted.
 7.
    
    The Executive Board is authorized, subject to the consent of the Supervisory Board, to
increase the Companys capital stock, on one or more occasions on or before May 11, 2010, by
an aggregate amount of up to 60 million against contributions in cash or in kind by issuing
new no-par value ordinary voting bearer shares (Authorized Capital II). The Executive Board is
authorized, subject to the consent of the Supervisory Board, to exclude the shareholders
statutory subscription rights:
 
    
    In respect of fractional shares
    
    Where the capital is increased against contributions in cash and the total
pro rata portion of the capital stock attributable to the new shares in respect of which
the shareholders subscription rights are excluded does not exceed the lower of 10% of the
Companys capital stock at the time of the entry of the authorization or 10% of the
Companys capital stock at the time of the issue of the new shares and the issue price of
the new shares is not substantially below the stock exchange price of listed shares of the
same class carrying the same rights at the time the Executive Board finally determines the
issue price, as provided in Section 203 (1) and (2) and Section 186 (3) sentence 4 AktG;
for the purpose of determining the 10% threshold, the pro rata portion of the capital stock
attributable to any new or repurchased shares that were issued or sold after May 12, 2005
subject to the simplified exclusion of the shareholders subscription rights pursuant to or
in accordance with Section 186 (3) sentence 4 AktG as well as the pro rata portion of the
capital stock to which any option and/or conversion rights or obligations, as appropriate,
under any bonds relate that were issued after May 12, 2005, applying Section 186 (3)
sentence 4 AktG mutatis mutandis, are to be deducted
    
    Where the capital is increased against contributions in kind in return for the granting
of shares in connection with the acquisition of any enterprises or any parts thereof or
interests therein.
 The Executive Board is authorized, subject to the consent of the Supervisory Board, to determine
the further details of the implementation of capital increases from Authorized Capital II. The
Supervisory Board is authorized to amend the wording of the Articles of Association after the
full or partial implementation of the capital stock increase from Authorized Capital II or after
the expiration of authorization period in accordance with the scope of the capital increase from
Authorized Capital II.8.
    
    The capital stock is subject to a further contingent increase of 25 million, divided into up
to 25 million ordinary voting bearer shares (Contingent Capital IV). The contingent capital
stock increase shall be effected only to the extent that holders of warrants or conversion
rights attaching to bonds with detachable warrants or convertible bonds issued or guaranteed
by SAP AG or by its fully-owned direct or indirect German or foreign affiliates on or before
May 1, 2006 exercise their warrant or conversion rights or to the extent that holders under a
duty to convert convertible bonds issued or guaranteed by SAP AG or by its fully-owned direct
or indirect affiliates on or before May 1, 2006 perform their duty to convert. The new shares
are eligible for dividends as of the beginning of the fiscal year in which they arise through
the exercise of warrant rights or the conversion of convertible bonds.9.
    
    The Companys capital stock is subject to a further contingent increase by 515,498, divided
into up to 515,498 individual no-par non-voting preference bearer shares carrying preferential
rights to profits in accordance with section 23 (6) of these Articles of Incorporation and
ranking equally with any preference shares already issued under former Contingent Capital II
and such Contingent Capital (Contingent Capital III). This contingent capital increase shall
be effected only to the extent
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that the holders of convertible bonds and stock options issued by SAP AG on or before March 16,
2001 under the SAP AG 2000 Long Term Incentive Plan by virtue of the authorization resolution
adopted by the General Meeting of Shareholders of January 18, 2000 are entitled to any
conversion rights or subscription rights, as the case may be, in respect of preference shares in
the Company and actually exercise those rights and the Company does not grant treasury shares in
satisfaction of the conversion rights or subscription rights, as the case may be. The new shares
issued in connection with the exercise of such conversion or subscription rights are eligible
for dividends as of the beginning of the fiscal year with regard to which, as at the time of the
exercise of the conversion or subscription rights, no resolution by the General Meeting of
Shareholders concerning the appropriation of retained earnings for the year has been adopted.10.
    
    The Companys capital stock is subject to a further contingent increase by 19,015,415 by
issuing up to 19,015,415 no-par ordinary voting bearer shares (Contingent Capital VI). This
contingent capital increase shall be effected only to the extent that the holders of the stock
options issued by SAP AG under the SAP Stock Option Plan 2002 on or before April 30, 2007 by
virtue of the authorizing resolution of the General Meeting of Shareholders of May 3, 2002
actually exercise their subscription rights in respect of shares in the Company and the
Company does not grant treasury shares in satisfaction of such subscription rights, or such
subscription rights are satisfied by way of having shares in the Company transferred to the
beneficiaries by a credit institution acting under an agreement with the Company. The new
shares issued in connection with the exercise of such subscription rights shall be eligible
for dividends with effect from the beginning of the fiscal year with regard to which, at the
time of exercise of the subscription right, no resolution by the General Meeting of
Shareholders concerning the appropriation of the retained earnings for the year has been
adopted.11.
    
    The Executive Board is authorized, subject to the consent of the Supervisory Board, to
increase the capital stock on one or more occasions on or before May 1, 2007 by up to an
aggregate amount of 15 million against contribution in cash by issuing new no-par ordinary
voting bearer shares (Authorized Capital III). The new shares may be subscribed by a credit
institution only, and only to the extent that such credit institution, releasing SAP AG from
its corresponding obligation,
 
    
Satisfies the subscription rights granted to members of the management board,
executives, and other top performers of any of SAP AGs Group Companies under the SAP Stock
Option Plan 2002 pursuant to the authorization given by the General Meeting of Shareholders
of May 3, 2002 and such rights are in accordance with the resolution by the General Meeting
of Shareholders of May 3, 2002
  
    
Satisfies the conversion and subscription rights granted to members of the management
board, executives, and other top performers of any of SAP AGs Group Companies under the
SAP AG 2000 Long Term Incentive Plan pursuant to the authorization given by the General
Meeting of Shareholders of January 18, 2000, supplemented and adjusted by the resolutions
adopted by the General Meeting of Shareholders of May 3, 2001, and such rights are in
accordance with the resolution by the General Meeting of Shareholders of January 18, 2000
and the supplementing and adjusting resolutions adopted by the General Meeting of
Shareholders of May 3, 2001
 The Executive Board may exercise this authorization only to the extent that the capital stock
attributable pro rata to the new shares issued from this Authorized Capital III, to the new shares from contingent capital, and to the treasury shares issued or transferred since the
coming into effect of this authorization to satisfy subscription rights under the German Stock
Corporation Act, section 192 (2) No. 3 does not together exceed 10% of the capital stock as it
was at the time of adoption of the resolution by the General Meeting of Shareholders of May 3,
2002. The shareholders preemptive subscription rights shall be excluded.
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III. Constitution and Management of the Company
 Section 5
Governing Bodies
 
 The Executive Board
 Section 6
Composition of the Executive Board
 1.
    
    The Executive Board shall consist of at least two persons. The appointment of deputy members
of the Executive Board is admissible. The latter have the same rights as the full members of
the Executive Board regarding the external representation of the Company.
 2.
    
    The determination of the number and the appointment of the full members and the deputy
members of the Executive Board, the conclusion of their employment contracts, and the
revocation of their appointments are the responsibility of the Supervisory Board, as are the
appointment of a member of the Executive Board as chairperson of the Executive Board and the
appointment of one or more member/s of the Executive Board as deputy chairperson/s of the
Executive Board.
 Section 7
Rules of Procedure and Resolutions of the Executive Board
 1.
    
    The Executive Board shall unanimously adopt its own rules of procedure.2.
    
    Resolutions of the Executive Board shall be adopted by a simple majority vote. Should a vote
be tied, the chairperson of the Executive Board, or  if the chairperson is unable to vote 
the deputy chairperson of the Executive Board shall have the casting vote.
 Section 8
Legal Representation of the Company
  a)
    
    By two members of the Executive Boardb)
    
    By one member of the Executive Board acting jointly with one registered authorized officer of
the Company (a procurist in the meaning of the German Commercial Code, sections 48-53)
 Section 9
Limitation of the Executive Boards Authority
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The Supervisory Board
 Section 10
Composition, Term of Office
 1.
    
    The Supervisory Board shall be composed of 16 members. The shareholders shall elect eight
members, and the employees shall elect eight members in accordance with the provisions of the
German Codetermination Act of 1976.2.
    
    Unless the General Meeting of Shareholders specifies a shorter term of office when electing
individual members of the Supervisory Board or the entire Supervisory Board, the members of
the Supervisory Board shall be appointed for a period ending with the General Meeting of
Shareholders at which the acts of the Supervisory Board were formally approved for the fourth
fiscal year following commencement of the term of office, not counting the fiscal year in
which their term of office commences.3.
    
    Substitutes for shareholders representatives on the Supervisory Board may be elected to
replace members who resign prior to the expiry of their term; the order of their succession
shall be stipulated at the time of their election.4.
    
    In the event that a shareholders representative is elected to replace a member of the
Supervisory Board who resigns, the successor shall be appointed for the remaining term of
office of the resigning member. In the event that a substitute member succeeds the resigning
member, his or her term of office shall expire either as of the conclusion of the next General
Meeting of Shareholders at which new members of the Supervisory Board are elected or at the
latest upon expiry of the term of office of the resigning member of the Supervisory Board. In
the event that the General Meeting of Shareholders elects a new representative to replace a
member who has already been succeeded by a substitute member, the successor reverts to his or
her position as substitute member.5.
    
    The members and substitute members of the Supervisory Board may resign from office by
submitting a written statement addressed to the chairperson of the Supervisory Board or to the
Executive Board observing a period of notice of four weeks.
 Section 11
Duties and Responsibilities of the Supervisory Board
 1.
    
    The Supervisory Board shall have all of the duties and rights that are conferred upon it by
law, the Articles of Incorporation, or otherwise. Both the Executive and Supervisory Boards
shall be entitled to call a General Meeting of Shareholders.2.
    
    The Supervisory Board shall be authorized to amend the Articles of Incorporation where such
amendments only concern the wording.3.
    
    The Supervisory Board shall be entitled at any time to supervise all management activities of
the Executive Board and to this end to inspect and examine all books and records as well as
the assets of the Company.4.
    
    The Executive Board shall report to the Supervisory Board continuously to the extent
stipulated by law.
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5.
    
    The Supervisory Board may set up committees from among its number and, to the extent
permitted by law, may delegate decision-making powers to them.
 Section 12
Declarations of Intent of the Supervisory Board
 1.
    
    Declarations of intent of the Supervisory Board and its committees shall be given on behalf
of the Supervisory Board by the chairperson or  should he or she be unable to do so  by
the deputy chairperson.2.
    
    The chairperson of the Supervisory Board or his or her deputy shall be the permanent
representative of the Supervisory Board vis-à-vis third parties, especially vis-à-vis courts
and authorities as well as the Executive Board.
 Section 13
Chairperson and Deputy Chairperson
 1.
    
    Following a General Meeting of Shareholders at which all members of the Supervisory Board to
be elected by the General Meeting of Shareholders have been newly appointed, a meeting of the
Supervisory Board shall take place, which shall be held without special invitation. At this
meeting the Supervisory Board shall elect a chairperson and a deputy chairperson from among
its number for the term of its office.
 2.
    
    If a chairperson or a deputy chairperson of the Supervisory Board is not elected with the
required majority, there shall be a second ballot to elect the chairperson and the deputy
chairperson of the Supervisory Board. In this ballot the members representing the shareholders
shall elect the chairperson and the members representing the employees shall elect the deputy
chairperson; in both cases a simple majority of the votes cast is required.
 3.
    
    Following the election of the chairperson and the deputy chairperson of the Supervisory
Board, the Supervisory Board shall form a committee in order to exercise the duties stipulated
in the German Codetermination Act, section 31 (3) sentence 1. This committee shall consist of
the chairperson and the deputy chairperson of the Supervisory Board as well as two other
members of the Supervisory Board, one to be elected by the employees representatives and the
other by the shareholders representatives on the Supervisory Board. Both members shall be
elected by a simple majority vote.
 4.
    
    If the chairperson is unable to discharge the duties of his or her office, the deputy
chairperson shall do so in his or her place. This provision shall not affect section 20 (1).
 5.
    
    If the chairperson or deputy chairperson leaves the Supervisory Board before the end of his
or her term of office, an election shall be held without delay to replace him or her. The same
shall apply if any other member of the committee referred to in paragraph 3 leaves before the
end of his or her term of office.
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Section 14
Invitations to Meetings and Resolutions
 1.
    
    The Supervisory Board shall adopt its own rules of procedure by a simple majority vote. The
following provisions apply to invitations to meetings, quorums, and resolutions. Supplementary
provisions may be stipulated in the rules of procedure.
 2.
    
    The chairperson shall call the Supervisory Board meetings by written, e-mail, facsimile, or
computer facsimile message allowing a notice period of 14 days before the day of the meeting.
The day on which the message calling the meeting is sent and the day of the meeting do not
count toward the notice period. In urgent cases, the chairperson may shorten the notice period
and also call the meeting by word of mouth or by telephone, telex, telegram, or any other
appropriate means of electronic transmission.
 3.
    
    In the regular case, the meetings of the Supervisory Board and its committees shall be by way
of members attendance in person. The Supervisory Board may provide in its rules of procedure
that the meetings of the Supervisory Board and its committees may also be held by video
conference or that individual members of the Supervisory Board may attend the meeting by way
of video transmission, subject to the proviso that in such cases, resolutions may also be
adopted by video conference or by way of video transmission, respectively.
 4.
    
    The Supervisory Board may provide in its rules of procedure for the permissibility of the
adoption of resolutions of the Supervisory Board and its committees outside meetings in
correspondence, by telephone or in any other similar manner suitable for the adoption of
resolutions, in particular by videoconference. Any resolutions adopted by telephone or by any
other non-written transmission procedures shall be subsequently confirmed in writing.
 5.
    
    The Executive Board may attend the meetings of the Supervisory Board in an advisory capacity.
 6.
    
    The quorum for a meeting of the Supervisory Board shall be eight members. Unless otherwise
required by law or these Articles of Incorporation, the resolutions of the Supervisory Board
shall be adopted by a simple majority of the votes cast. In the event that a vote in the
Supervisory Board is tied, and if one further vote on the same motion is also tied, the
chairperson shall have the casting vote. Such casting vote may be cast in the manner specified
in paragraphs 3 and 4 above. The deputy chairperson shall not have a casting vote.
 Section 15
Duty of Secrecy
 1.
    
    The members of the Supervisory Board shall maintain secrecy in respect of any confidential
information and secrets of the Company, notably business and trade secrets, that become known
to them because of their membership of the Supervisory Board. Persons attending meetings of
the Supervisory Board who are not members of the Supervisory Board shall be expressly enjoined
to secrecy.
 2.
    
    In the event that a member of the Supervisory Board intends to pass information on to a third
party, he or she shall notify the Supervisory Board and the Executive Board of that intention
in advance, naming the persons he or she wishes to inform. The Supervisory Board and the
Executive Board must be given the opportunity to decide prior to the disclosure of information
whether they consider such disclosure to violate paragraph 1 or not. The decision shall be
delivered by the chairperson of the Supervisory Board and the chairperson of the Executive
Board.
 3.
    
    The members of the Supervisory Board shall continue to maintain secrecy as set forth in the
foregoing paragraphs after they leave the Supervisory Board.
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Section 16
Remuneration
 1.
    
    Each member of the Supervisory Board shall, in addition to the reimbursement of his or her
expenditure, receive remuneration composed of a fixed element and a variable element.
 2.
    
    The fixed remuneration element shall be 50,000 for the chairperson, 37,500 for the deputy
chairperson, and 25,000 for other members of the Supervisory Board. The fixed remuneration
element shall be due for payment after the end of the fiscal year.
 3.
    
    For each 0.01 by which the dividend distributed per share exceeds 0.40, the variable
remuneration element shall be 2,000 for the chairperson, 1,500 for the deputy chairperson,
and 1,000 for other members of the Supervisory Board. The variable remuneration element shall
be due for payment on the first business day following the Annual General Meeting of
Shareholders resolving upon the appropriation of the retained earnings for the relevant fiscal
year.
 4.
    
    The aggregate remuneration shall not, however, exceed 100,000 for the chairperson, 75,000
for the deputy chairperson, and 50,000 for other members of the Supervisory Board.
 5.
    
    Any members of the Supervisory Board having served for less than the entire fiscal year shall
receive one twelfth of their respective remuneration for each month of service commenced.
 6.
    
    Any value-added tax or sales tax invoiced by a member of the Supervisory Board or shown in a
credit memo against the invoice shall additionally be paid in the applicable statutory amount.
 The General Meeting of Shareholders
 Section 17
Calling the General Meeting of Shareholders
 1.
    
    The General Meeting of Shareholders shall be held in the domicile of the Company, at a
location within a radius of 50 km from the domicile of the company, or in a city in the
Federal Republic of Germany where a stock exchange is located. In the event that it is
difficult to hold the General Meeting of Shareholders at these venues, the Executive Board or
the Supervisory Board may call the meeting at a different venue. The invitation shall state
the venue of the General Meeting of Shareholders.2.
    
    The Executive Board or the Supervisory Board shall call the General Meeting of Shareholders.3.
    
    The General Meeting of Shareholders shall be called by publication of a single announcement
in the electronic German Federal Gazette (elektronischer Bundesanzeiger), giving the
information required by law, no less than 30 days prior to the day by the end of which the
shareholders are required to submit their applications pursuant to Section 18 (2) of the
Articles of Incorporation. The calling period shall be determined in accordance with the
statutory provisions.
 Section 18
Right to Attend the General Meeting of Shareholders
 1.
    
    Shareholders are entitled to attend the General Meeting of Shareholders and to exercise their
voting rights only if they have submitted an application prior to the General Meeting of
Shareholders and furnished proof to the Company of their shareholding.
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2.
    
    Application shall be made in text form in German or English and must be received by the
Company at the address stated for such purpose in the calling notice no later than on the
seventh day prior to the date of the General Meeting of Shareholders. For the purpose of
determining the time limit, the statutory provisions shall apply. The calling notice may
provide for a shorter period between the day of the General Meeting of Shareholders and the
final application day.3.
    
    Proof of shareholding shall be furnished by way of proof issued by a depositary institution
in text form in German or English. The proof issued by the depositary institution shall
relate to the beginning of the 21st day prior to the General Meeting of
Shareholders. Paragraph 2 shall apply to the furnishing of proof mutatis mutandis.4.
    
    The applicability of any other application or proof procedure available under mandatory law
shall remain unaffected.
 Section 19
Voting Rights
 1.
    
    Each ordinary share carries one vote. If any preference shares in the Company have been
issued, they shall not carry voting rights except as required by law. To the extent that such
preference shares carry voting rights in accordance with applicable law, each preference share
shall carry one vote.
 2.
    
    Voting rights may be exercised by proxy. An unnotarized written document shall be sufficient
for the appointment of a proxy. If so provided in the invitation to the General Meeting of
Shareholders, a proxy may also be appointed by transmitting the appointment document to the
Company via facsimile or electronically.
 3.
    
    If no share certificates have been issued, the invitation to the General Meeting of
Shareholders shall stipulate the provisions that have to be fulfilled by the shareholders in
order to prove their voting rights.
 Section 20
Leadership of the General Meeting of Shareholders
Participation of Executive Board Members and Supervisory Board Members,
Video Transmission
 1.
    
    The chairperson of the Supervisory Board shall preside over the General Meeting of
Shareholders. If he or she is unable to do so, he or she shall determine another member of the
Supervisory Board to discharge this duty. If the chairperson is prevented from presiding over
the meeting and has not determined another member to take his or her place, a member of the
Supervisory Board elected by the shareholders representatives on the Supervisory Board shall
preside over the General Meeting of Shareholders.
 2.
    
    The chairperson shall chair the proceedings and shall determine both the order of the agenda
and the order and form of voting. The chairperson may also impose a reasonable time limit on
the shareholders right to ask questions and to speak; the chairperson may in particular
reasonably determine a timeframe for the meeting, the discussions regarding the individual
items on the agenda as well as for the individual questions and speaking contributions. The
result of a vote may be determined by subtracting the affirmative votes or the negative votes
and the abstentions from the total number of votes to which the voters are entitled.
 3.
    
    The members of the Executive Board and Supervisory Board should take part in the General
Meeting of Shareholders in person. If any member of the Supervisory Board is unable to attend
the
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General Meeting of Shareholders in person because he or she has good reason to be abroad, it is
possible for him or her to take part via video transmission.
 4.
    
    The General Meeting of Shareholders can be transmitted by video in part or in full. The
public may have unrestricted access to the transmission. The manner of transmission shall be
announced in the invitation.
 Section 21
Resolutions of the General Meeting of Shareholders
 1.
    
    The resolutions of the General Meeting of Shareholders shall be adopted with the majorities
provided by law.
 2.
    
    If a vote is tied, the motion shall be deemed rejected, except in the case of election
ballots.
 3.
    
    If no candidate receives a simple majority of votes during the first ballot in an election, a
second, deciding ballot shall be conducted between the candidates who received the largest
number of votes. If the second ballot is tied, the election shall be determined by drawing
lots.
 Section 22
Record of the General Meeting of Shareholders
 1.
    
    The proceedings at the General Meeting of Shareholders shall be recorded by notarial deed,
and the record shall be signed by the notary public.
 2.
    
    The record shall have full probative value for the shareholders, both with regard to their
relationship inter seand in their relationship to their representatives.
 3.
    
    The proxy documents need not be attached to the record.
 IV. Annual Financial Statements and Appropriation of Retained Earnings
 Section 23
Fiscal Year, Annual Report, Annual Financial Statements and Consolidated Annual Financial
Statements, Formal Approval of the Acts of the Executive and Supervisory Boards, Distribution of
Retained Earnings
 1.
    
    The fiscal year shall be the calendar year.2.
    
    In the first three months of each fiscal year, the Executive Board shall prepare the annual
financial statements, the consolidated annual financial statements, the review of operations,
and the review of group operations for the previous fiscal year and submit them to the
Supervisory Board and to the auditor. At that time the Executive Board shall submit to the
Supervisory Board the proposal it wishes to make to the Annual General Meeting of Shareholders
concerning the appropriation of retained earnings. These provisions do not affect the
provisions in the German Commercial Code, sections 298 (3) and 315 (3).3.
    
    The annual financial statements, the consolidated annual financial statements, the review of
operations, the review of group operations, the Supervisory Boards report pursuant to the
German
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Stock Corporation Act, section 171 (2), and the Executive Boards proposal for the
appropriation of the retained earnings shall be available for the shareholders inspection at
the offices of the Company from the time when the Annual General Meeting of Shareholders is
called.4.
    
    Each year, after receiving the Supervisory Boards report pursuant to the German Stock
Corporation Act, section 171 (2), the Annual General Meeting of Shareholders shall resolve
within the first eight months of the fiscal year on the formal approval of the acts of the
Executive and Supervisory Boards, the appropriation of the retained earnings, the appointment
of the auditor, and in the cases provided for by law, the adoption of the annual financial
statements, and approval of the consolidated annual financial statements.5.
    
    When approving the annual financial statements, the Executive and Supervisory Boards shall be
authorized to transfer to revenue reserves either all or part of the annual net income
remaining after deduction of amounts to be transferred to the legal reserves and of any
accumulated losses carried forward. The Executive and Supervisory Boards may not transfer more
than one half of the annual net income if, after such transfer, the other revenue reserves
would exceed one half of the capital stock.6.
    
    If any non-voting preference shares in the Company have been issued, the holders of such
preference shares shall receive a share of the retained earnings to be distributed that
exceeds the dividend paid on ordinary shares by at least 1 euro cent and is equal to not less
than 1 euro cent per preference share. In the event that the retained earnings of a fiscal
year are not sufficient to pay the preferred amount pursuant to sentence 1, the retained
earnings of the subsequent fiscal year shall first be used to pay the arrears without interest
before the entire preferred amount for that fiscal year is distributed to the holders of
preference shares. In the event of there being outstanding preferred amounts for several
fiscal years, the retained earnings shall first be used to pay the arrears without interest in
the order of their accrual, and when all arrears have been paid, the remainder shall be used
to pay the preferred amount for the fiscal year preceding the dividend distribution. The right
to back payment constitutes part of the share in the profits of that fiscal year of which the
retained earnings are used to make the back payment on the preference shares.7.
    
    Instead of distributing a cash dividend, the Annual General Meeting of Shareholders can
resolve to appropriate retained earnings by way of distribution in kind.
 Section 24
Costs of Incorporation and Conversion
  
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