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Meeting. No member of the Committee may accept any additional compensation from the Company, withthe exception of compensation for employees of the Company in connection with their employmentduties.**§ 3****Duties of the Committee**(1) The duties of the Committee include in particular:     (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.     (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 and or conditional capital to the extent that they are not to be issued toemployees or issued against redemption of subscription rights in connection with a share optionplan.     (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.
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     (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.(2) In addition the Committee supports the Supervisory Board in the oversight of management. It mayfor this purpose in particular exercise the special inspection and review rights of the SupervisoryBoard pursuant to Section 111 paragraph 2 of the Stock Corporation Act.(3) The Committee may through its Chairman at any time pose questions to the auditor and discussthese. It may request all reports from the auditor that must be prepared pursuant to applicablelegal or other requirements. In addition it may discuss with the auditor problems with or inconnection with the audit.(4) The Committee reports regarding its work through the Chairman to the Supervisory Board; thereports are made in the regularly scheduled meetings of the Supervisory Board; in urgent cases theChairman of the Committee may also advise the Supervisory Board outside of regular meetings. TheCommittee regularly reviews the efficiency of its work; this review may also take place in thecontext of an efficiency review of the Supervisory Board.**§ 4****Convening of Meetings**(1) The meetings of the Committee take place regularly, at least once per calendar quarter ifpossible. In addition they will be convened when necessary to the fulfilment of the duties of theCommittee.(2) Meetings of the Committee shall be announced by the Chairman in writing, by fax or byelectronic media or by telephone on at least two weeks notice. In connection therewith the day ofsending of the notice and the day of the meeting will not be included in the calculation. To meetthe deadline, timely mailing shall suffice. In urgent cases, the Chairman can shorten the noticeperiod to 3 days. The Committee will be convened if 2 of its members so demand, providing astatement of the reasons therefore.(3) The notice of meeting shall be accompanied by notice of the place and time of the meeting aswell as the agenda to the extent possible.(4) The meetings shall take place at the headquarters of the Company if the Chairman of theCommittee has not determined another place.
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**§ 5****Passing of Resolutions**(1) Resolutions of the Committee shall generally be passed at meetings. Meetings of the Committeemay also be held in the form of a telephone or video conference and individual members of theCommittee may participate in the meetings by way of telephone or video communication. At the orderof the chairman of the Committee, the Committee may also pass resolutions without holding meetingsby submitting votes to the chairman of Committee in writing, by telephone, fax or telex, or usingother means of telecommunication expressly including e-mail. Objections to this procedure are notpermitted.(2) The Committee has a quorum when its members have been summoned in accordance with theseregulations and at least 3 members take part in determination of resolutions. Therefore, anycasting of votes pursuant to paragraphs 1 and 7 shall be deemed as participation. A member alsotakes part in the determination of resolutions if he abstains.(3) Items on the agenda that have not been properly announced can only be resolved at a meeting ifnone of the Committee members who are present at the meeting objects. Members of the Committee whoare absent shall be given an opportunity to object or cast their vote in writing within areasonable period of time as determined by the chairman of the Committee. The resolution shallbecome effective if no absent members of the Committee object within this time period.(4) Resolutions of the Committee require approval by a simple majority of votes cast, unlessotherwise required by law. This also applies to elections.(5) In the event of a tie, a new vote will be held in which the Chairman shall have two votes.(6) Minutes shall be taken of the meetings and resolutions of the Committee if so determined by theChairman. These shall be signed by the Chairman of the Committee and the minutes of meetings shallalso be signed by the minute taker. Each member of the Committee shall then receive a draft. Theminutes shall include the place and day of the meeting, the participants, the items on the agenda,the essential points of the discussion and the resolutions adopted by the Committee.(7) An absent member of the Committee can cast his vote through delivery of his written vote byanother Committee member.
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**§ 6****Conflicts of Interest**Each member of the Committee must avoid conflicts of interest and where unavoidable must resolvethem in favour of the Company. Such conflicts of interest must be reported to the Committee by theMember concerned. If the matter may not otherwise be resolved the Committee Member must resign fromthe Committee. In the event of doubt the Supervisory Board shall decide in these matters.**§ 7****Confidentiality**Section 11 of the Rules of Procedure of the Supervisory Board also applies to the work of theCommittee, in particular for all confidential information and secrets of the Company as well as forthe contents and proceedings of the Committee meetings, proposed resolutions and resolutions.**§ 8****Effectiveness**These Rules of Procedure of the Committee became effective as of November 26, 2009. Any amendmentswill become effective upon the adopting of the respective resolution or at the time specified inthe respective adopting resolution.* * *
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