Deutsche Börse : Notice (incl. agenda)

14 May 2024

Notice of

Annual General Meeting of

­Deutsche Börse Aktiengesellschaft

Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

Contents

I. Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Presentation of the adopted annual financial statements and approved consolidated financial statements, the combined management report of Deutsche Börse Aktiengesellschaft and the Group as at 31 December 2023, the report of the Supervisory Board, the proposal for the appropriation of the unappropriated surplus and the explanatory report on disclosures

pursuant to sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch - HGB) 3

2. Resolution on the appropriation of unappropriated surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

3. Resolution on the ratification of the acts of the members of the Executive Board . . . . . . . . . . . . . . 4

4. Resolution on the ratification of the acts of the members of the Supervisory Board . . . . . . . . . . . . 4

1. Resolution on cancelling Contingent Capital 2019 and on granting a new authorisation to issue convertible/warrant-linked bonds, to exclude subscription rights and to create new contingent capital, and on making the corresponding amendments to the Articles of Incorporation . 4
2. Resolution on the grant of a new authorisation to acquire and use treasury shares in
   accordance­ with section 71 (1) no.  8 of the AktG and to exclude subscription rights and rights

of tender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8. . . . . . . . . . . .

7. Resolution on the authorisation to use derivatives to acquire treasury shares in accordance

with section 71 (1) no.  8 of the AktG and to exclude subscription rights and rights of tender . . . . . .11

8. Resolution on the election of members of the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . .12

9. Resolution on the remuneration of the members of the Supervisory Board and amendments

to the Articles of Incorporation relating to the amount of remuneration . . . . . . . . . . . . . . . . . . . .14

10.. Resolution on the approval of the remuneration report . . . . . . . . . . . . . . . . . . . . 15. . . . . . . . . .

11.. Resolution on the election of the auditor and Group auditor for financial year 2024 as well as the auditor for the review of the condensed financial statements and the interim management report for the first half of financial year 2024; election of the auditor for the sustainability

reporting for the financial year 2024	.	. . . .	. . . . . . .	. . . . .	. . .	. 16
II. Reports and other information on the agenda items	.	. . . . .	. . . . . . . .	. . . . . .	. . .	.17

Regarding agenda item 5: Report of the Executive Board in accordance with section 221 (4)

sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG . . . . . . . . . . . . . . . . . . . . . .17

Regarding agenda item 6: Report of the Executive Board in accordance with section 71 (1) no.  8
sentence 5 in conjunction with section 186 (4) sentence 2 of the AktG	.	.	20
Regarding agenda item 7: Report of the Executive Board in accordance with section 71 (1) no.  8
sentence 5 in conjunction with section 186 (4) sentence 2 of the AktG	.	.	23
Supplemental information on agenda item 8: Information concerning the Supervisory Board
candidates nominated under agenda item 8	. .	.25
Information on agenda item 9: Remuneration for the members of the Supervisory Board	. .		33
Information on agenda item 10: Remuneration report 2023	. .		34

III.Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86. . . . . . . . . . .

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

Deutsche Börse Aktiengesellschaft,

Frankfurt/Main

Dear Shareholders,1

We cordially invite you to attend the 2024 Annual General Meeting on 14 May 2024, commencing at 10..00 a.  m.. CEST.. It will take place as a virtual Annual General Meeting without the physical presence of the shareholders or their proxies at the venue of the Annual General Meeting.. Duly registered shareholders and their proxies may join the Annual General Meeting by means of electronic communication via the Company's online service at www..deutsche-boerse..com/agm.. It is intended that, in addition to the Executive Board the members of the Supervisory Board, among others, will also attend the Annual General Meeting in person at the venue of the Annual General Meeting..

Further information and instructions are provided in section III.. ("Further information and instructions"), which follows sections I.. ("Agenda") and II.. ("Reports and other information on the agenda items")

of this notice.. The entire Annual General Meeting will be streamed live online (video and audio) at www..deutsche-boerse..com/agm..

I Agenda

1. Presentation of the adopted annual financial statements and approved consolidated financial statements, the combined management report of Deutsche Börse Aktiengesellschaft and the Group as at 31 December 2023, the report of the Supervisory Board, the proposal for the appropriation of the unappropriated surplus and the explanatory report on disclosures pursuant to sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch - HGB)

The documents pertaining to this agenda item are available online on the Company's website at www..deutsche-boerse..com/agm.. In accordance with the statutory provisions, no resolution by

the Annual General Meeting to approve the annual financial statements and the consolidated financial ­statements prepared by the Executive Board is required because the Supervisory Board has already done so..

2. Resolution on the appropriation of unappropriated surplus

The Executive Board and the Supervisory Board propose that the unappropriated surplus reported in the adopted annual financial statements as at 31 December 2023 totalling EUR 1,060,000,000..00 be appropriated as follows:

to pay a dividend of EUR 3..80 for each no-par value share carrying dividend rights, i.  e.. EUR 703,427,348..00 in total; and

to allocate EUR 356,572,652..00 to "other retained earnings"..

The proposal for the appropriation of the unappropriated surplus takes into account the treasury shares held either directly or indirectly by the Company as at the reporting date on 31 December 2023 that do not carry dividend rights in accordance with section 71b of the German Stock Corporation Act (Aktien- gesetz - AktG).. The number of shares carrying dividend rights for financial year 2023 may change prior

1) This translation is intended for convenience purposes only and solely the German version of the notice of the Annual General Meeting of Deutsche Börse Aktiengesellschaft (incl.. the agenda) is legally binding..

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

to the Annual General Meeting.. In such cases, an appropriately adjusted proposal shall be put to the Annual General Meeting with regard to the appropriation of the unappropriated surplus, based on an unchanged distribution of EUR 3,80 for each no-par value share carrying dividend rights..

3. Resolution on the ratification of the acts of the members of the Executive Board

The Executive Board and the Supervisory Board propose that the actions of the Executive Board ­members who held office in financial year 2023 be ratified for said period..

4. Resolution on the ratification of the acts of the members of the Supervisory Board

The Executive Board and the Supervisory Board propose that the actions of the Supervisory Board members who held office in financial year 2023 be ratified for said period..

5. Resolution on cancelling Contingent Capital 2019 and on granting a new authorisation to issue convertible/warrant-linked bonds, to exclude subscription rights and to create new contingent capital, and on making the corresponding amendments to the Articles of Incorporation

The authorisation granted by the Annual General Meeting on 8 May 2019 to issue convertibles/warrant-­ linked bonds will expire on 7 May 2024.. It shall consequently be replaced by a new authorisation to issue convertible/warrant-linked bonds.. The existing authorisation has not been utilised to date and will not be utilised in the period until its expiry, and as such the corresponding Contingent Capital 2019 is no longer needed and can be cancelled.. To maintain an adequate capital base, the Executive Board shall be authorised once more, and in a comparable scope, to issue convertible/warrant-linked bonds, and a new Contingent Capital 2024 shall be resolved..

The Executive Board and the Supervisory Board propose the following resolution:

a) Cancellation of Contingent Capital 2019

Contingent Capital 2019, as resolved by the Company's Annual General Meeting on 8 May 2019 under its agenda item 8 and stipulated in Article 4 (7) of the Articles of Incorporation, shall be cancelled..

b) Authorisation to issue convertible/warrant-linked bonds

The Executive Board shall be authorised, subject to the consent of the Supervisory Board, to issue bearer or registered, subordinated or non-subordinated convertible and/or warrant-linked bonds, each with or without a restriction on their maturity, and/or combinations of these instruments (hereinafter collectively referred to as the "Bonds") in the total principal amount of up to EUR 5,000,000,000 on one or more occasions until 13 May 2029, including simultaneously in different tranches.. The Bonds shall confer conversion rights or impose conversion obligations in accordance with the more detailed terms of the convertible bonds (hereinafter the "Bond Terms"), or shall confer option rights or impose option obligations in accordance with the more detailed terms of the warrants attached to the warrant-linked bonds (hereinafter referred to as the "Warrant Terms"), in relation to a total of up to 19,000,000 no-par value registered shares in the Company representing a proportionate interest in the share capital of up to EUR 19,000,000.. The Bonds shall be issued against cash and/or in-kind consideration..

The Bonds may also be issued by entities with registered offices in Germany or abroad that are affiliated with the Company within the meaning of section 15 et seq.. of the AktG (hereinafter referred to as "Group Companies").. If Bonds are issued by a Group Company, the Executive Board shall be authorised, subject to the consent of the Supervisory Board, to guarantee the Bonds on behalf of the Company and

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

to grant conversion rights or impose conversion obligations on the holders of convertible bonds, or to grant option rights or impose option obligations on the holders of warrants, in relation to shares in the Company..

The Bonds may be issued in euros or in the official currency of an OECD member state (capped at the equivalent value in euros)..

The Bond Terms or Warrant Terms may also stipulate a conditional or unconditional obligation to convert the Bonds/exercise the option at maturity or an earlier date.. The foregoing shall also apply if Bonds are issued by Group Companies..

If warrant-linked bonds are issued, each warrant-linked bond shall have one or more warrants

(Optionsscheine) attached, that, in accordance with the more detailed Warrant Terms to be stipulated by the Executive Board, shall entitle - or, in the case of warrant obligations, shall require - the holder to subscribe shares in the Company.. Furthermore, the Warrant Terms may stipulate that the warrant price determined in accordance with this authorisation may also be settled by transferring (individual) warrant-linked bonds and, where applicable, by means of an additional cash payment.. The proportionate interest in the share capital represented by the shares to be subscribed under each (individual) warrant-linked bond may not exceed the principal amount of such (individual) warrant-linked bond.. If fractional shares arise, it may be stipulated in accordance with the Warrant Terms that these be consolidated to create whole shares, where applicable against additional payment.. In any case, the exchange ratio may be rounded up or down to a whole number.. Otherwise, it may be stipulated that fractional shares be consolidated and/or settled in cash; the payment of additional cash consideration may also be provided for..

If convertible bonds are issued, the holders of the convertible bonds shall receive the right - or, if a conversion obligation is provided for, shall assume the obligation - to exchange their convertible bonds for shares in the Company in accordance with the more detailed provisions of the Bond Terms.. The exchange ratio shall be calculated by dividing the principal amount (or issue amount, if lower) of an individual convertible bond by the defined conversion price for one share of the Company.. In any case, the exchange ratio may be rounded up or down to a whole number.. Otherwise, it may be stipulated that fractional shares be consolidated and/or settled in cash; the payment of additional cash consideration may also be provided for.. The Bond Terms or Warrant Terms may furthermore stipulate that a variable exchange ratio be set and that the conversion price of the respective Bond be calculated based on future listed share prices within a defined range..

Conversion and option price

The respective option or conversion price to be set must amount to at least 80 % of the applicable reference price ("Minimum Price"), with the exception of the conversion or option obligation, right of substitution or tender right.. Reference Price denotes the volume-weighted average listed price of the Company's shares in electronic trading on the Frankfurt Stock Exchange (i) on the ten exchange trading days preceding the final decision of the Executive Board to issue the Bonds, or (ii) in the case of trading in subscription rights, on the days on which the subscription rights are traded, with the exception of those days necessary for timely announcement of the conversion or option price, or, if the Executive Board has already set the conversion or option price prior to the commencement of rights trading, the period in accordance with (i)..

If Bonds are issued with a conversion or option obligation, a right of substitution or a tender right of

the issuer to deliver shares, the conversion or option price must at least equal either the aforementioned Minimum Price or the volume-weighted average listed price of the Company's shares in electronic

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

trading on the Frankfurt Stock Exchange on the 10 exchange trading days before or on the 20 exchange trading days after the (final) maturity date of the Bonds or warrants, even if such average listed price is below the aforementioned minimum price..

Section 9 (1) of the German Stock Corporation Act (AktG) and section 199 (2) of the AktG shall remain unaffected..

Dilution protection

Section 9 (1) of the AktG notwithstanding, the option or conversion price may be modified to preserve the value of the respective rights/obligations pursuant to dilution protection clause in accordance with the more detailed provisions of the Bond Terms if, before the end of the option or conversion period, the Company increases its share capital with a grant of subscription rights for shareholders or issues

or guarantees­ other bonds without granting subscription rights to the holders of existing option or

­conversion rights or obligations.. The Bond Terms may also provide for the option or conversion price to be modified (to preserve value) in the case of other actions or events that may dilute the value of the option or conversion rights or obligations (such as acquisition of control by third parties, dividend distributions, capital reduction)..

Right of substitution and tender right

The Bond Terms or Warrant Terms may grant the Company or the respective Group Company issuing the Bonds the right to pay a cash settlement in lieu of delivering shares in the event of conversion or the exercise of an option.. Furthermore, the Bond Terms or Warrant Terms may grant the Company the right to tender shares in the Company to bondholders in lieu of all or part of any cash settlement payable.. The subscription and/or conversion rights of bondholders and the claims arising after compulsory conversion or compulsory exercise of options can furthermore be satisfied by delivering treasury shares or by issuing new shares from the Company's contingent and/or authorised capital and/or from contingent and/or authorised capital to be resolved at a later date and/or from an ordinary capital increase..

Implementation

The Executive Board shall be authorised to stipulate the precise calculation of the exact option or conversion price, the other details of the issue and features of the Bonds, and the Bond Terms and Warrant Terms, or to do so in agreement with the governing bodies of the respective Group Company issuing the Bonds, in particular the coupon, issue price, maturity and denomination, subscription or exchange ratio, conversion or option price, justification for any conversion obligation or obligation to exercise options, determination of any additional cash payment, the settlement or consolidation of fractional shares, cash payment in lieu of delivering shares, delivery of existing shares in lieu of issuing new shares, and the option or conversion period..

Subscription rights and authorisation to exclude subscription rights

The shareholders must in principle be granted a subscription right to the Bonds.. If the Bonds are issued by a Group Company, the Company must ensure that shareholders are granted their statutory subscription rights.. Subscription rights may also be granted by having the Bonds underwritten by a credit institution or investment firm or company operating under section 53 (1) sentence 1 or section 53b

1. sentence 1 or (7) of the German Banking Act (KWG), or by a consortium of such institutions, firms and/or companies, subject to the obligation that they offer them to the Company's shareholders for subscription..

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

The Executive Board is however authorised, subject to the consent of the Supervisory Board, to exclude shareholders' subscription rights in the following cases:

1. to settle fractional amounts;
2. if the cash issue price of a Bond is not significantly below the theoretical market value calculated in accordance with recognised methods of financial mathematics.. The total number of shares attributable to such Bonds may not exceed 10 % of the respective share capital.. The 10 % threshold shall be calculated based on the share capital existing as at the date of the resolution of the Annual General Meeting granting authorisation to issue the Bonds or - if this amount is lower
   - the share capital existing as at the date of its exercise.. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold;
3. to grant subscription rights, as compensation for dilutive effects, to the holders of conversion or option rights to shares in the Company and/or those liable under the corresponding conversion or option obligations in the volume that would have arisen after exercising such rights or fulfilling such obligations;
4. if the Bonds are issued against contributions in kind for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets..

This authorisation only allows Bonds to be issued in exclusion of subscription rights if the total number of new shares to be issued under such Bonds represents a total notional interest in the share capital of no more than 10 %.. The share capital existing as at the date on which this authorisation enters into effect or - if lower - the share capital existing as at the date of its exercise shall be relevant for

the purposes­ of this authorisation.. If, during the term of this authorisation and until such time as it is ­exercised, other authorisations to issue shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded, this shall be applied toward the aforementioned 10 % threshold..

c) Creation of Contingent Capital 2024

In order to grant shares to the holders of warrant-linked or convertible bonds issued pursuant to the authorisation under (b) above, the share capital shall be increased conditionally by up to EUR 19,000,000 by issuing up to 19,000,000 no-par value registered shares (Contingent Capital 2024).. The conditional capital increase shall be implemented only to the extent that holders of convertible bonds or warrants attaching to warrant-linked bonds issued by the Company or a Group Company in the period until 13 May 2029 on the basis of the authorisation of the Executive Board under (b) exercise their conversion or option rights or satisfy their conversion or option obligations, or to the extent that shares are tendered and to the extent no other means of performance are used to service such rights or obligations.. The new shares shall be issued in accordance with the above authorisation resolution at the conversion and/or option prices to be determined in each case.. The new shares shall carry dividend rights from the beginning of the financial year in which they are issued.. The Executive Board shall be authorised, subject to the Supervisory Board's consent, to stipulate further details concerning the implementation of the conditional capital increase..

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

d) Amendment to the Articles of Incorporation

Article 4 (7) of the Articles of Incorporation shall be revised as follows:

"The share capital shall be conditionally increased by up to EUR 19,000,000 by issuing up to 19,000,000 no-par value registered shares (Contingent Capital 2024).. The conditional capital increase shall be implemented only to the extent that holders of convertible bonds or warrants attaching to warrant-linked bonds issued by the Company or a Group Company in the period until 13 May 2029 on the basis of the authorisation of the Executive Board pursuant to the resolution by the Annual General Meeting on 14 May 2024 on agenda item 5 (b) exercise their conversion or option rights or satisfy their conversion or option obligations, or to the extent that shares are tendered and to the extent no other means of performance are used to service such rights or obligations.. The new shares shall carry dividend rights from the beginning of the financial year in which they are issued.. The Executive Board shall be authorised, subject to the Supervisory Board's consent, to stipulate further details concerning the implementation of the conditional capital increase.."

e) Authorisation of the Supervisory Board to amend the Articles of Incorporation

The Supervisory Board shall be authorised to amend article 4 (1) and (7) of the Articles of Incorporation of Deutsche Börse Aktiengesellschaft to reflect any utilisation of Contingent Capital 2024.. This authori- sation shall remain in force even if the authorisation to issue convertible and/or warrant-linked bonds is not exercised upon expiry of the authorisation period as well as if Contingent Capital 2024 is not utilised in whole or in part upon expiry of all conversion or option periods..

The Executive Board shall provide a written report on the reasons for the authorisation to exclude subscriptions rights, in accordance with section 221 (4) sentence 2 in conjunction with section 186 (4) sentence 2 of the AktG.. This report shall be published as part of this notice of meeting in section II.. ("Reports and other information on the agenda")..

6. Resolution on the grant of a new authorisation to acquire and use treasury shares in accordance­ with section 71 (1) no. 8 of the AktG and to exclude subscription rights and rights of tender

The authorisation to acquire treasury shares resolved by the Annual General Meeting on 8 May 2019 has been partially used for share buybacks since the beginning of 2024.. It is also limited until 7 May 2024 and will therefore expire prior to the 2024 Annual General Meeting.. In order to maintain the Company's long-term flexibility with regard to share buybacks and the use of acquired shares, the authorisation to acquire and use treasury shares shall be renewed..

The Executive Board and the Supervisory Board therefore propose the following resolution:

1. The Executive Board shall be authorised to acquire treasury shares representing up to 10 % of the share capital existing as at the date on which this authorisation enters into effect or - if this amount is lower - the share capital existing as at the date of its exercise.. The acquired shares, together with any treasury shares acquired for other reasons, which are held by the Company or attributed to
   it pursuant to section 71a et seq. of the AktG, may at no time exceed 10 % of the Company's share capital..
2. The authorisation may be exercised in full or in partial amounts, on one or more occasions, by the Company, but also by dependent companies or companies in which the Company holds a majority interest or by third parties for its or their account.. The authorisation to acquire shares shall apply until 13 May 2029..

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

1. At the Executive Board's option, the shares may be acquired (1) via the stock exchange or (2) by means of a public tender offer directed to all shareholders or a public invitation to the Company's shareholders to submit offers to sell or (3) by means of a public offer in exchange for shares in a listed company within the meaning of Section 3 (2) AktG..
2. 1. If the shares are acquired via the stock exchange, the consideration paid for the acquisition of the shares (excluding ancillary acquisition costs) may not be more than 10 % above or below the average value of the stock exchange prices (closing auction price of Deutsche Börse shares in electronic trading on the Frankfurt Stock Exchange) on the last five trading days prior to entering into the obligation to purchase.. The Company's Executive Board shall stipulate the details of the acquisition..
   2. In the case of a public tender offer directed to all shareholders or a public invitation directed to shareholders to submit offers to sell, the purchase or sale price offered or the threshold values of the purchase or sale price range offered per share (in each case excluding ancillary acquisition costs) may not be more than 10 % above or more than 20 % below the average value of the stock exchange prices (closing auction price of Deutsche Börse shares in electronic trading on the Frankfurt Stock Exchange) on the last five trading days prior to the date of publication of the offer or the invitation to submit a tender.. If, after publication of the Company's offer or after a formal invitation to submit offers to sell, there are significant price deviations from the offered purchase or sale price or the thresholds for the offered purchase or sale price range, the offer or the invita- tion to submit offers to sell may be adjusted.. In such case, the relevant amount is determined by share price on the last trading day prior to publication of the adjustment; the threshold of 10 % above or 20 % below shall apply to said amount..
   3. If the acquisition is made by way of a public offer to exchange shares of Deutsche Börse Aktien­ gesellschaft for shares of a listed company within the meaning of section 3 (2) AktG ("Exchange Shares"), a specific exchange ratio may be specified or determined by way of an auction procedure.. A cash payment can be made as a further purchase price payment in addition to the exchange offered or to settle fractional amounts.. In each of these procedures for the exchange, the stock exchange price or the relevant limits of the stock exchange price range in the form of one or more Exchange Shares and notional fractions, including any cash or fractional amounts (in each case excluding ancillary acquisition costs), may not exceed the relevant value of a Deutsche Börse Aktiengesellschaft share by more than 10 % or fall below it by more than 20 %.. The basis for the calculation of the relevant value for each share of Deutsche Börse Aktiengesellschaft and for each Exchange Share shall be the mean value of the stock exchange prices (closing auction price in electronic trading on the Frankfurt Stock Exchange) on the last five trading days prior to the date of publication of the exchange offer.. If the Exchange Share is not traded on the Frankfurt Stock Exchange, the closing auction price of the stock exchange on which the Exchange Share achieved the highest trading volume in the previous calendar year shall be decisive.. If there are significant deviations in the relevant prices after the publication of a public exchange offer, the offer may be adjusted.. In such case, the relevant amount shall be based on the share price on the last trading day prior to publication of the adjustment; the threshold of 10 % above or 20 % below shall apply to said amount..

In the cases of (2) and (3), the volume of the offer or the invitation to submit offers may be limited.. If the total number of acceptances of the tender offer or the number of offers submitted by shareholders in response to an invitation to submit offers to sell exceeds this volume, the shares purchased or sold in this context will be subject to partial exclusion of any rights of the shareholders to tender their shares in proportion to the shares offered in the given case.. A preferential purchase or preferential acceptance of smaller quantities of up to 100 shares of the Company offered for purchase per shareholder of the Company may be provided for, subject to partial exclusion of any rights of the

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Notice | Annual General Meeting of Deutsche Börse Aktiengesellschaft

shareholders to tender their shares.. Provision may also be made for commercial rounding to avoid fractions of shares.. The Company's Executive Board determines the details of the offer or the invitation to submit offers..

1. The Executive Board shall be authorised to sell the treasury shares acquired on the basis of this or any prior authorisation via the stock exchange or via an offer to all shareholders.. In the case of an offer to all shareholders, the subscription rights for any fractional amounts shall be excluded.. The Executive Board shall furthermore be authorised to use the treasury shares acquired on the basis of this or any prior authorisation for all purposes permitted by law, and in particular for the following purposes:
2. 1. They may be sold against contributions in kind, in particular as (part) consideration in the context of mergers and acquisitions, to acquire equity interests in companies and parts of companies,
      or to acquire other assets.. The shareholders' subscription rights shall be excluded in this respect..
   2. They may be issued to employees and retired employees of the Company as well as to employees and retired employees of its affiliated companies within the meaning of section 15 et seq. of
      the AktG.. They may also be used to issue shares to selected employees in management and/or key positions of the Company as well as to members of the Executive Board, management and selected employees in management and/or key positions of its affiliated companies within the meaning of section 15 et seq.. of the AktG.. The shareholders' subscription rights shall be excluded in this respect..
   3. They may also be sold, to the extent that shareholders' subscription rights are excluded, by means other than via the stock exchange or by means of an offer to shareholders if the shares are sold in exchange for payment in cash at a price that does not fall substantially short of the stock exchange price of the Company's shares.. However, this authorisation shall apply only with the provision that the sum of the shares sold without subscription rights pursuant to section 71 (1) no.  8 sentence 5 in conjunction with section 186 (3) sentence 4 of the AktG may not exceed a total of 10 % of the Company's share capital.. The decisive factor for calculating the 10 % limit
      is the amount of the share capital existing as at the date on which this authorisation enters into effect or - if this amount is lower - the share capital existing as at the date of its exercise.. If during the term of this authorisation and until such time as it is exercised, other authorisations to issue or sell shares in the Company or to issue rights entitling or obligating the holder to subscribe for shares in the Company are exercised and subscription rights thereby excluded pursuant to or in analogous application of section 186 (3) sentence 4 of the AktG, this shall be applied toward the aforementioned 10 % threshold..
   4. They may be cancelled without the cancellation or implementation thereof requiring any further resolution by the Annual General Meeting.. The cancellation may be limited to a portion of the acquired shares.. The cancellation of shares shall result in a capital reduction.. However, shares may also be cancelled without a capital reduction by adjusting the proportionate interest in the share capital represented by the remaining shares in accordance with section 8 (3) of the AktG.. In this case, the Executive Board shall be authorised to amend the number of shares stated in the Articles of Incorporation..

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