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(3) The chairman of the Supervisory Board shall coordinate the activities of the Supervisory Boardas well as the cooperation with the Management Board. The chairman shall maintain regular contactwith the Management Board and in particular with the chairman or speaker of the Management Board;he shall consult with him on the strategy, planning, business development and risk management ofthe group as well as on important matters which are of material significance for the purposes ofanalyzing the condition and development as well as for the management of the Company.**§ 3****Convening of Meetings**(1) A meeting of the Supervisory Board shall take place at least once per calendar quarter.Additional meetings shall be called if it is deemed necessary.(2) Meetings of the Supervisory Board shall be announced by the chairman in writing, by fax or byelectronic media, giving at least two weeks advance notice. The day on which the notification ismailed and the day of the meeting shall not be counted. To meet the deadline, timely mailing shallsuffice. In urgent cases, the chairman can shorten the notice period to three days and give noticeof the meeting orally or by phone.(3) The place and time of the meeting, as well as the principal items on the agenda and suggestedresolutions, shall be included in the notice. The documents for consideration shall, as a generalrule, be provided in writing or by electronic media and in good time.(4) Meetings of the Supervisory Board shall take place at the Company headquarters, if the chairmanof the Supervisory Board does not determine another location.**§ 4****Passing of Resolutions**(1) Resolutions of the Supervisory Board shall generally be passed at meetings. The meetings of theSupervisory Board may also be held in the form of a telephone or video conference and individualmembers of the Supervisory Board may participate in the meetings by way of telephone or videocommunication. At the order of the chairman of the Supervisory Board, the Supervisory Board mayalso pass resolutions by submitting votes to the chairman of the Supervisory Board in writing, bytelephone, fax or telex, or using other means of telecommunication expressly including e-mail.Objections to this procedure are not permitted.
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(2) The chairman of the Supervisory Board shall chair meetings of the Supervisory Board. He willdetermine the order of the items on the agenda as well as the type and order of voting. Thechairman of the Supervisory Board may, at his proper discretion, decide to cancel or postpone ameeting or to adjourn the discussion of certain agenda items to the next meeting.(3) The Supervisory Board has a quorum if the members of the Supervisory Board have been dulyinvited using their most recent available addresses and at least half of the members comprising theSupervisory Board participate in passing resolutions . Any form of voting according to paragraphs 1and 7 shall be deemed as participation. A member also takes part in the determination ofresolutions if he abstains.(4) Items on the agenda that have not been properly announced can only be resolved at a meeting ifnone of the Supervisory Board members who are present at the meeting objects. Members of theSupervisory Board who are absent shall be given an opportunity to object or cast their vote inwriting within a reasonable period of time as determined by the chairman of the Supervisory Board.The resolution shall become effective if no absent members of the Supervisory Board object withinthis time period.(5) Resolutions of the Supervisory Board require approval by a simple majority of votes cast,unless otherwise required by law. This applies also to elections.(6) In the event of a tie, a new vote will be held in which the chairman of the Supervisory Boardshall have two votes.(7) An absent member of the Supervisory Board can cast his vote through delivery of his writtenvote by another member of the Supervisory Board.(8) Minutes of meetings and resolutions of the Supervisory Board shall be created and shall besigned by the chairman of the Supervisory Board and minutes of meetings also by the minute taker.Each member of the Supervisory Board shall be provided with a copy. The minutes shall contain theday and place of the meeting, the participants, the items on the agenda, the essential contents ofthe discussions and the resolutions adopted by the Supervisory Board. Each member of theSupervisory Board has the right to have his vote recorded in the minutes.(9) The chairman of the Supervisory Board shall appoint a minute taker and decide on whether toinclude advisors, employees of the Company or other persons having information in the discussionson particular agenda items.(10) The members of the Management Board shall take part in the meetings of the Supervisory Boardunless otherwise provided by the chairman of the Supervisory Board. At the order of the respectivecommittee, members of the Management Board may join the committee meetings.
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**§ 5****Committees**(1) Following the election of the chairman and the deputy chairman of the Supervisory Board, theSupervisory Board shall form a committee for the duration of its term in compliance with its dutiesaccording to Section 31 (3) of the Codetermination Act. The committee shall consist of the chairmanof the Supervisory Board, the deputy chairman, as elected pursuant to the Codetermination Act, andtwo other members, one of whom is elected by the majority of the employee representatives and theother by the majority of the shareholder representatives of the Supervisory Board (the “MediationCommittee”).(2) Should any of the other members of the committee resign before the expiration of his term, asuccessor shall be immediately elected for the remaining term of office. Paragraph 1 shall applymutatis mutandis.(3) The Supervisory Board may create other committees with at least three members and delegate tothem certain functions and powers. The Supervisory Board may delegate decision-making power to thecommittees, to the extent permitted by law.(4) The Supervisory Board shall choose a chairman of a committee, unless otherwise determined bythese Rules of Procedure or the rules of procedure of the respective committee.(5) If the chairman of the Supervisory Board is a member of a committee and a vote results in atie, the chairman, but not any deputy chairman, shall have two votes to break any reoccurrence of atie if the matter is resubmitted for voting.(6) Section 3 (2), (3) and (4), Section 4 (1), (2), (4), (5), (7), (8) and (9) and Section 10 ofthese Rules of Procedure apply to Supervisory Board committees mutatis mutandis.(7) A Supervisory Board committee has a quorum if two thirds, but at least three members,participate in passing resolutions. Any form of voting according to Section 4 (1) and (7) shall bedeemed as participation.(8) The chairmen of the committees shall regularly inform the Supervisory Board of theiractivities.**§ 6****Executive Committee**(1) Following the election of the chairman and the deputy chairman of the Supervisory Board, theSupervisory Board shall form an Executive Committee, which shall consist of the chairman and thedeputy chairman of the Supervisory Board and a further member, who is also a shareholderrepresentative on the Supervisory Board. This further member shall be elected through a majority ofthe cast votes.
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Should this further member resign before the expiration of his term, a successor shall be electedwithout delay for the remaining term of office. The Executive Committee shall be chaired by thechairman of the Supervisory Board.(2) The Executive Committee shall have responsibility for resolving the following matters:     a) Adoption, amendments and termination of agreements with members of the Management Boardunless the Management Board remuneration (salary, profit participation, reimbursement of expenses,insurance premium, commission, performance-related compensation such as stock options and fringebenefits) pension payments, payments to surviving dependants and other comparable benefits(together the “compensation”) is concerned;     b) Extension of credit to members of the Management Board and Supervisory Board (Sections 89and 115 of the Stock Corporation Act) as well as other persons that are working for the Company orwho are working for a company that is partly owned or managed by the Company;     c) Carrying out other legal transactions with regard to the Management Board according toSection 112 of the Stock Corporation Act;     d) Amendments of the Articles of Association that affect only the wording thereof.(3) The Executive Committee shall be in charge of preparing resolutions for the Supervisory Boardin the following matters:     a) Appointment and dismissal of members of the Management Board including the assessment oftheir performance and succession planning.     b) Adoption, amendments and termination of agreements with members of the Management Board, asfar as Management Board compensation is concerned;     c) Decisions regarding the implementation of the agreements with members of the ManagementBoard as far as compensation is concerned, in particular evaluating the degree of targetachievement;     d) Determination of a Management Board compensation system (compensation structure);     e) Other resolutions of the Supervisory Board regarding the Management Board.     f) Execution of contracts with members of the Supervisory Board within the meaning of Section114 of the Stock Corporation Act.
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(4) The Executive Committee has a quorum only if all members participate in passing resolutions.Any form of voting according to Section 4 (1) and (7) shall be deemed as participation.**§ 7****Investment, Finance & Audit Committee**1) At the constitutive meeting the Supervisory Board shall appoint an Investment, Finance & AuditCommittee from among its members.2) The Investment, Finance & Audit Committee shall consist of the chairman of the SupervisoryBoard, a shareholder member of the Supervisory Board and an employee member of the SupervisoryBoard. The Investment, Finance & Audit Committee shall select a chairman from among its members.3) The duties and responsibilities of the Investment, Finance & Audit Committee include:     (i) Questions regarding financial accounting, in particular monitoring the financialaccounting process.     (ii) Preparation for the Supervisory Board’s approval of the annual financial statements andthe consolidated financial statements; for these purposes it is incumbent on the Investment,Finance & Audit Committee to review the preliminary annual financial statements and consolidatedfinancial statements, the combined operating and financial reviews, the recommendation for theappropriation of profits as well as to discuss the auditor’s report with the external auditor.     (iii) Review of interim financial reports to be made public or to be filed with stock exchangeauthorities, and discussion with the Management Board.     (iv) Questions regarding the independence of the auditor and obtaining a statement confirmingthe independence of the auditor, proposal of a candidate to be recommended by the Supervisory Boardfor election as auditor by the General Shareholders Meeting, appointment of the auditor for theaudit of the annual and consolidated financial statements and the review of the interim financialstatements including determination of the key areas of auditing, the granting of exceptionalapprovals for advisory services by the auditor and the exercise of oversight over the auditor,including overseeing the additional services performed by the auditor.     (v) Monitoring the effectiveness of the internal control system.     (vi) Determination of a procedure that makes it possible for employees of the Company toanonymously and confidentially report to the Committee complaints regarding accounting and auditingpractices of the Company; and pursuant to which such complaints which have been received by theCompany from third parties shall be forwarded to the Committee.
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     (vii) Consent to the resolution of the Management Board or a specially designated committee ofthe Management Board regarding an increase in the capital by means of the issuance of new sharesout of approved or conditional capital to the extent that they are not to be issued to employees orissued against redemption of subscription rights in connection with a share option plan.     (viii) Consent to the resolutions of the Management Board with respect to the exercise of theauthority granted by the General Shareholders Meeting regarding the issuance of options orconvertible securities, in particular the determination of borrowing limits and the possibleexclusion of pre-emptive rights.     (ix) Preparation of investment and disinvestment decisions of the plenum.     (x) Monitoring the effectiveness of the internal risk management system.     (xi) Monitoring the effectiveness of the internal revision system.     (xii) Discussion of matters regarding compliance with legal requirements and the Company’sinternal compliance directives as well as oversight of the Company’s compliance system.(4) In addition the Committee supports the Supervisory Board in the oversight of management. It mayfor this purpose exercise the special inspection and review rights of the Supervisory Boardpursuant to Section 111 paragraph 2 of the Stock Corporation Act.(5) The Investment, Finance & Audit Committee shall adopt its rules of procedure.**§ 8****Matters Requiring Consent**The following acts of the Management Board require the consent of the Supervisory Board:     (i) Finance and investment planning, including the budget, as well as the establishment ofdebt limits;     (ii) Asset, participation and financial investments, as well as divestments, insofar as anysingle project exceeds 10% of the then current total investment budget;     (iii) The granting of sureties, guarantees and loans to third parties outside the group, ifthe amount exceeds 5% of the share capital of the Company.
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**§ 9****Efficiency Audit**The Supervisory Board shall regularly audit, at least once a year, its work and the efficiencythereof. In line with this it will also ask the Management Board for a discussion of thecollaboration with the Supervisory Board.**§ 10****Conflicts of Interest**Every member of the Supervisory Board should avoid conflicts of interest, in particular those thatcould arise because of an advisory or management function for clients, suppliers, creditors orother business partners, where possible. Where it is not possible to avoid such conflict it must beresolved in favour of the Company. The member in question must disclose all those above-mentionedconflicts of interest to the Supervisory Board. In case of material conflicts of interest which arenot merely temporary in respect of the person of a member of the Supervisory Board the respectivemember of the Supervisory Board shall resign from office. Advisory and other service agreements andcontracts for work between a member of the Supervisory Board and the Company require theSupervisory Board’s approval.**§ 11****Confidentiality**(1) The members of the Supervisory Board shall keep confidential all secrets of the Company,especially trade or business secrets that they obtain by virtue of their status as a board member.Furthermore, the members of the Supervisory Board shall keep confidential other information madeknown to them in their capacity as board members, disclosure of which could harm the interests ofthe Company or affiliated companies. These obligations survive the termination of service. Thevotes, discussions and opinions as well as other personal views of each member of the SupervisoryBoard are also confidential.(2) If a member of the Supervisory Board intends to release confidential information or secrets,especially statements concerning the contents and discussions of Supervisory Board meetings as wellas the contents of documents or resolutions of the Supervisory Board, to a third party, he shallinform the chairman of the Supervisory Board before doing so in order to resolve any disagreementsregarding the duty of confidentiality. If the chairman does not consent to such disclosure, heshall inform the other board members and solicit the opinion of the entire board without delay.Until the Supervisory Board has issued its opinion, the Supervisory Board member seeking todisclose such information shall abstain from disclosing such information.
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(3) After resigning from their office, members of the Supervisory Board shall turn over to theCompany without delay all documents in their possession that relate to matters of the Company. Themembers of the Supervisory Board have no right of retention with respect to any such documents.**§ 12****Declaration of Intention**If certain declarations must be made or received in order to carry out resolutions of theSupervisory Board, the chairman shall act on behalf of the board. Other documents and announcementsof the Supervisory Board shall be signed by the chairman of the Supervisory Board.**§ 13****Effectiveness**These Rules of Procedure have become effective as of November 26, 2009. Any amendments will becomeeffective upon the adopting of the respective resolution or at the time specified in the respectiveadopting resolution.* * *
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