The Board of Management and the Supervisory Board propose the following resolution:
a) The Board of Management Board is authorised, in accordance with § 71(1) no. 8 AktG, to repurchase treasury shares (common shares and/or preference shares) until 13 May 2030, up to a total of 10% of the share capital existing at the time of the resolution or - if this value is lower - at the time the authorisation is exercised. The shares acquired under this authorisation, together with other shares in the Company previously acquired and which are still held by the Company or which are to be attributed to it pursuant to §§ 71a et seq. AktG, may at no time account for more than 10% of the respective share capital. The authorisation may not be used for the purpose of trading in treasury shares.
b) Shares may only be acquired on the stock exchange. The purchase price paid by the Company per share (excluding ancillary acquisition costs) may not exceed or fall below the price of the share of the respective class determined in the opening auction in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day by more than 10%.
c) The Board of Management is authorised to use treasury shares acquired on the basis of this authorisation, in addition to the sale on the stock exchange, in particular as follows:
(1) The shares may be retired without the retirement or its execution requiring any further resolution by the Annual General Meeting. The retirement shall be effected by way of capital reduction.
(2) The shares may be used for the purposes of employee share programmes of the Company or a Group company by offering or transferring the treasury shares for acquisition to persons who are in an employment relationship with the Company or a Group company. An acquisition of treasury shares pursuant to § 71(1) no. 2 AktG remains unaffected.
(3) The shares may, with the consent of the Supervisory Board, be offered and transferred against contributions in kind, particularly in connection with mergers or for the (also indirect) acquisition of companies, parts of companies or shareholdings in companies.
d) The shareholders' subscription rights to these treasury shares are excluded to the extent that these shares are used in accordance with the above authorisations under c) no. 2 and 3. Furthermore, in the event of a sale of treasury shares by offer to all shareholders, the Board of Management may exclude shareholders' subscription rights for fractional amounts. In total, the shares used on the basis of the above authorisations under exclusion of shareholders' subscription rights may not exceed 10% of the share capital, neither at the time the resolution is adopted nor at the time the authorisation is exercised. If, during the term of this authorisation and until it is exercised, other authorisations to issue or sell shares of the Company or to issue rights that enable or oblige the subscription of shares of the Company are used and the subscription right is excluded in the process, this shall be counted towards the aforementioned 10% limit.
e) The above authorisations may be exercised in whole or in part, once or several times, by the Company, by Group companies or by third parties acting for the account of the Company or of Group companies. In addition, acquired treasury shares may also be transferred to Group companies. The acquisition of treasury shares may be limited to shares of one class.
f) The currently existing authorisation to acquire treasury shares, granted by the Annual General Meeting on 11 May 2022, shall be revoked from the time the new authorisation becomes effective. The authorisation to use shares already repurchased on this basis, as contained in the aforementioned resolution of the Annual General Meeting of 11 May 2022, shall remain in effect.
