EXHIBIT 1
 ARTICLES OF INCORPORATION
 ARTICLES OF INCORPORATION
VERSION OF NOVEMBER 17, 2010




---



##### 



Page 2 
 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, 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.




---



##### 



Page 3 
 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 and the Transfer of Information
 1.
    
    Unless otherwise provided by law, the Companys official notices shall be made by
publication in the electronic German Federal Gazette (elektronischer Bundesanzeiger)
exclusively. To the extent that declarations or information are required by law to be made
accessible to the shareholders without a specific form being determined for such purpose,
publication on the Companys Internet site shall be sufficient.2.
    
    Information may also be transmitted to the Companys shareholders by means of
telecommunication, insofar as this is legally permissible.
 II. Capital Stock and Shares
 Section 4
Capital Stock
 1.
    
    The Companys capital stock amounts to 1,226,821,345 and is divided into 1,226,821,345
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 June 7, 2015, by
an aggregate amount of up to 250 million against contributions in cash by issuing new no-par
value ordinary voting bearer shares (Authorized Capital I). The new shares are to be offered
to the shareholders for subscription, with an indirect subscription right within the meaning
of Section 186 (5) sentence 1 AktG being sufficient in this context. 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 further authorized,
subject to the consent of the Supervisory Board, to determine the further details of the
implementation of capital increases from Authorized




---



##### 



Page 4 
 Capital I. The Supervisory Board is authorized to amend the wording of the Articles of
Incorporation after the full or partial implementation of the capital stock increase from
Authorized Capital I or after the expiration of the authorization period to reflect the volume
of the capital increase from Authorized Capital I.6.
    
    The capital stock is subject to a further contingent increase by 35,392,980 by issuing up to
35,392,980 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, 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 capital stock on one or more occasions on or before June 7, 2015 by an aggregate
amount of up to 250 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 the following circumstances:
 -
    
    in respect of fractional shares-
    
    where the capital is increased against contributions in cash and the total pro rata
amount of capital stock represented by the new shares in respect of which the
shareholders subscription rights are excluded does not exceed 10% of the Companys
capital stock existing on June 8, 2010 or at the time the authorization is entered in the
commercial register or at the time the new shares are issued and the issue price of the
new shares is not substantially (within the meaning of Section 203 (1) and (2) and Section
186 (3) sentence 4 AktG) below the trading price of listed shares of the same class
carrying the same rights at the time the Executive Board finally determines the issue
price; for the purpose of calculating the 10% threshold, the pro rata amount of capital
stock represented by any new or repurchased shares that were issued or sold after June 8,
2010 subject to the simplified exclusion of shareholders subscription rights pursuant to
or in accordance with Section 186 (3) sentence 4 AktG and the pro rata amount of capital
stock to which any conversion or option rights or obligations relate under bonds that were
issued on or after June 8, 2010 by applying Section 186 (3) sentence 4 AktG mutatis
mutandismust be deducted;




---



##### 



Page 5 
 -
    
    where the capital is increased against contributions in kind for the purpose of
granting shares in connection with mergers with other enterprises or acquisitions of
enterprises or 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
Incorporation after the full or partial implementation of the capital stock increase from
Authorized Capital II or after the expiration of the authorization period to reflect the volume
of the capital increase from Authorized Capital II.8.
    
    The capital stock shall be subject to a further contingent increase by up to 25 million
by issuing up to 25 million no-par value ordinary voting bearer shares (Contingent Capital
IV). The contingent capital increase shall be implemented only to the extent that the holders
or creditors of convertible bonds or warrants under the warrant-linked bonds issued or
guaranteed by SAP AG or any of its direct or indirect majority holdings on or before May 8,
2011 by virtue of the authorization resolved by the annual general meeting of shareholders of
May 9, 2006 exercise their conversion or option rights and no other methods for servicing
these rights are used. The new shares shall in each case be issued at the conversion or option
price to be determined in accordance with the above authorization resolution. The new shares
shall participate in the profits as from the beginning of the fiscal year in which they are
created as a result of the exercise of conversion or option rights. The Executive Board shall
be authorized to determine the further details of the implementation of the contingent capital
increase.
 8a.
    
    The capital stock shall be subject to a further contingent increase by up to 75 million,
divided into up to 75 million no-par value ordinary voting bearer shares (Contingent Capital
IVa). The contingent capital increase shall be implemented only to the extent that the holders
or creditors of convertible bonds or warrants under the warrant-linked bonds issued or
guaranteed by SAP AG or any of its direct or indirect majority holdings on or before May 8,
2011 by virtue of the authorization resolved by the annual general meeting of shareholders of
May 9, 2006 exercise their conversion or option rights and no other methods for servicing
these rights are used. The new shares shall in each case be issued at the conversion or option
price to be determined in accordance with the above authorization resolution. The new shares
shall participate in the profits as from the beginning of the fiscal year in which they are
created as a result of the exercise of conversion or option rights. The Executive Board shall
be authorized to determine the further details of the implementation of the contingent capital
increase.9.
    
    The capital stock is subject to a further contingent increase by 2,061,992 by issuing up to
2,061,992 non-voting bearer preference shares carrying a preferential right to profits
pursuant to Section 23 (6) of the Articles of Incorporation and ranking equally with any
preference shares previously issued under the previous Contingent Capital II and this
Contingent Capital (Contingent Capital III). This contingent capital increase shall be
effected only to the extent that the holders of convertible




---



##### 



Page 6 
 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 capital stock is subject to a further contingent increase by 71,526,344 by issuing up
to 71,526,344 no-par value 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 June 7, 2015 by an aggregate
amount of up to 29,875,287 against contributions in cash or in kind by issuing new no-par
value ordinary voting bearer shares (Authorized Capital III). The shareholders subscription
rights are excluded. The new shares may be used exclusively to grant shares to employees of
SAP AG and its down-stream affiliates (employee shares). In this context, the new shares may
also be issued to a bank or other entity meeting the requirements of Section 186 (5) sentence
1 AktG which subscribes the shares subject to an undertaking to use them exclusively for the
purpose of granting employee shares. Insofar as this is permitted by law, shares may be issued
to employees in such a manner that the contribution to be paid on such shares is covered by a
part of the profit for the year which the Executive Board and the Supervisory Board may
allocate to other revenue reserves under Section 58 (2) AktG. The employee shares may also be
procured by a bank or other entity meeting the requirements of Section 186 (5) sentence 1 AktG by way of securities loans, with the new shares being used to redeem
such securities loans. The Executive Board is authorized, subject to the consent of the
Supervisory Board, to determine the further details of the




---



##### 



Page 7 
 implementation of capital increases from Authorized Capital III. The Supervisory Board is
authorized to amend the wording of the Articles of Incorporation after the full or partial
implementation of the capital stock increase from Authorized Capital III or after the
expiration of the authorization period to reflect the volume of the capital increase from
Authorized Capital III.
 III. Constitution and Management of the Company
 Section 5
Governing Bodies
  a)
    
    The Executive Boardb)
    
    The Supervisory Boardc)
    
    The General Meeting of Shareholders
 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 re-presentation 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.




---



##### 



Page 8 
 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
  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




---



##### 



Page 9 
 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.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




---



##### 



Page 10 
 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.
 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.




---



##### 



Page 11 
 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 video conference. 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.
 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 fixed elements and a variable element.2.
    
    The fixed annual remuneration shall be 100,000 for the chairperson, 70,000 for the deputy
chairperson, and 50,000 for the other members of the Supervisory Board. For membership of the
audit committee, Supervisory Board members shall




---



##### 



Page 12 
 
 in addition receive an annual fixed remuneration of 15,000, and for membership of another
Supervisory Board committee 10,000, provided that the relevant committee has met in the
relevant fiscal year; the chairperson of the audit committee shall receive 25,000, and the
chairpersons of the other committees shall receive 20,000. The fixed remuneration shall be
payable after the end of the fiscal year.3.
    
    The variable remuneration for each fiscal year shall be 10,000 for the chairperson, 8,000
for the deputy chairperson, and 6,000 for the other members of the Supervisory Board for each
0.01 by which the dividend distributed per share exceeds 0.40. The variable remuneration
shall be payable after the end of the General Meeting of Shareholders that resolves on the
dividend for the relevant fiscal year.4.
    
    The total remuneration (not including the remuneration for committee membership) shall
not, however, exceed 250,000 for the chairperson, 200,000 for the deputy chairperson, and
150,000 for the 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. The same shall apply with respect to the increased remuneration of the chairperson
and the deputy chairperson pursuant to Section 16 (2) sentence 1 of the Articles of Association and the remuneration for the chairperson
and the members of a committee pursuant to Section 16 (2) sentence 2 of the Articles of
Association.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.




---



##### 



Page 13 
 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, with a notice period of at least thirty days prior to the
date of the General Meeting of Shareholders, which notice period is to be extended by the
number of days of the application period pursuant to Section 18 (2) of the Articles of
Incorporation; the day on which the General Meeting of Shareholders is held and the day on
which it is called shall not be included in the calculation of the relevant period.
 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.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 six days
prior to the date of the General Meeting of Shareholders; the day on which the General Meeting
of Shareholders is held and the day on which it is called shall not be included in the
calculation of the relevant period. The calling notice may provide for a shorter period of
time, which is to be specified as a number of days.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.5.
    
    The Executive Board is authorized to provide that shareholders may participate in the
General Meeting of Shareholders without being physically present at the place where the
General Meeting of Shareholders is held or being represented by a proxy and exercise all or
certain of their rights in full or in part through electronic communication.6.
    
    The Executive Board is authorized to provide that shareholders may vote in writing or
through electronic communication (postal voting) without having to attend the General Meeting
of Shareholders.




---



##### 



Page 14 
 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. The proxy authorization must be granted or revoked,
and proof of the proxy authorization must be provided to the Company, in the form prescribed
by law. The calling notice may specify less strict requirements in this context. Such less
strict requirements may be limited to the granting of proxy authorization to the proxies
designated by the Company.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 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 Executive Board is authorized to permit full or partial video or audio transmission
of the General Meeting of Shareholders.




---



##### 



Page 15 
 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 Stock Corporation Act, section 171 (2), and the Executive Boards proposal for the
appropriation of the retained earnings shall be




---



##### 



Page 16 
 available for the shareholders inspection at the offices of the Company from the time when the
Annual General Meeting of Shareholders is called. The obligations under the foregoing sentence
shall not apply if the specified documents are made available on the Companys website for the
same period of time.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




---



##### 



Page 17 
 5 UR 2086/2010
 Certificate
(German Stock Corporation Act, Section 181 (1))