Siemens : Notice of Annual Shareholders’ Meeting 2024 (incl. Agenda)

Notice

of Annual Shareholders'­ Meeting 2024

of Siemens AG on February 8, 2024

SIEMENS

Siemens Aktiengesellschaft

BERLIN AND MUNICH

ISIN DE0007236101

Notice of Annual Shareholders' Meeting 2024

Event ID: GMETSIE124RS

Berlin and Munich, December 2023

To Our Shareholders:

NOTICE IS HEREBY GIVEN

that the Annual Shareholders' Meeting of Siemens Aktiengesellschaft (hereinafter "Siemens AG" or "Company")

will be held on Thursday, February 8, 2024, 10:00 a.m. (CET), as a virtual Annual Shareholders' Meeting without the physical attendance of shareholders or their representatives at the place of the Annual Shareholders' Meeting.

Shareholders who have duly submitted notification of attendance and their representatives can connect to the virtual Annual Shareholders' Meeting by means of electronic communication via the Internet Service at

WWW.SIEMENS.COM/AGM-SERVICE

and attend the meeting in this way. Regardless of whether shareholders have submitted notification of attendance and exercise their rights of attendance by means of electronic connection to the meeting, the entire Annual Shareholders' Meeting will be webcast live by means of sound and vision for shareholders of Siemens AG and their representatives via the above-mentioned Internet Service. The "Access to the Internet Service and electronic connection to the meeting" section below describes how shareholders and their representatives obtain access to the Internet Service.

Furthermore, the opening of the Annual Shareholders' Meeting and the speeches of the Chairman of the Supervisory Board and of the President and CEO may also be viewed by other interested parties live over the Internet at

WWW.SIEMENS.COM/AGM

The voting rights are exercised by the shareholders and their representatives exclusively by way of absentee voting (including by means of electronic communication) or by granting proxy authorization to the proxy representatives nominated by the Company.

The place of the Annual Shareholders' Meeting within the meaning of the German Stock Corporation Act (AktG) is the Company's premises at Werner-von-Siemens-Str. 1, 80333 Munich. Shareholders and their representatives (except for the proxy representatives nominated by the Company) will not have the right or opportunity to be physically present at the place of the meeting.

NOTICE 2

I. Agenda

I. Agenda

1. To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements of the Siemens Group, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2023, as well as the Report of the Supervisory Board for fiscal year 2023

The documents referred to also include the Explanatory Report on the information required pursuant to Section 289a and Section 315a of the German Commercial Code (HGB) for fiscal year 2023. The documents are available on our website at WWW.SIEMENS.COM/AGM. In addition, all documents to be provided will be available there during the Annual Shareholders' Meeting and will be explained in more detail at the Annual Shareholders' Meeting.

The Corporate Governance Statement with the Corporate Governance reporting and the Compensation Report for fiscal year 2023 can also be found on the above-mentioned website.

The Supervisory Board has approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Managing Board; the Annual Financial Statements are thus adopted. In accordance with the applicable legal provisions, no resolution on Agenda Item 1 is therefore proposed to be adopted.

2. To resolve on the appropriation of the net income

The Supervisory Board and the Managing Board propose that the unappropriated net income of Siemens AG for the fiscal year ended September 30, 2023, amounting to €3,760,000,000.00 be appropriated as follows:

Unappropriated net income:

Distribution of a dividend of €4.70 on each share of no par value entitled to the dividend for fiscal year 2023:

Amount carried forward:

€3,760,000,000.00

€3,713,097,741.20

€46,902,258.80

The proposal for appropriation of the net income reflects the 9,979,204 treasury shares that were held directly or indirectly by the Company at the time the Annual Financial Statements were prepared by the Managing Board and that are not entitled to a dividend pursuant to Section 71b of the German Stock Corporation Act (AktG). Should there be any change in the number of shares of no par value entitled to the dividend for fiscal year 2023 before the date of the Annual Shareholders' Meeting, the above proposal will be amended accordingly and presented at the Annual Shareholders' Meeting, with an unchanged dividend of €4.70 on each share of no par value entitled to the dividend for fiscal year 2023, as well as suitably amended amounts for the sum to be distributed and the carryforward.

In accordance with Section 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the dividend is due on the third business day following the resolution adopted by the Annual Shareholders' Meeting, i.e. on February 13, 2024.

3. To ratify the acts of the members of the Managing Board

The Supervisory Board and the Managing Board propose that the acts of the members of the Managing Board listed below under nos. 3.1 to 3.5 in fiscal year 2023 be ratified for that period:

1. Dr. Roland Busch (President and CEO)
2. Cedrik Neike

NOTICE 3

I. Agenda

1. Matthias Rebellius
2. Prof. Dr. Ralf P. Thomas
3. Judith Wiese

It is intended to let the Annual Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Managing Board.

4. To ratify the acts of the members of the Supervisory Board

The Supervisory Board and the Managing Board propose that the acts of the members of the Supervisory Board listed below under nos. 4.1 to 4.25 in fiscal year 2023 be ratified for that period:

1. Jim Hagemann Snabe (Chairman)
2. Birgit Steinborn (First Deputy Chairwoman)
3. Dr. Werner Brandt (Second Deputy Chairman)
4. Tobias Bäumler
5. Michael Diekmann (member until February 9, 2023)
6. Dr. Regina E. Dugan (member since February 9, 2023)
7. Dr. Andrea Fehrmann
8. Bettina Haller
9. Oliver Hartmann (member since September 14, 2023)
10. Keryn Lee James (member since February 9, 2023)
11. Harald Kern
12. Jürgen Kerner
13. Martina Merz (member since February 9, 2023)
14. Dr. Christian Pfeiffer (member since February 9, 2023)
15. Benoît Potier
16. Hagen Reimer
17. Dr.-Ing.Dr.-Ing. E.h. Norbert Reithofer (member until February 9, 2023)
18. Kasper Rørsted
19. Baroness Nemat Shafik (DBE, DPhil) (member until February 9, 2023)
20. Dr. Nathalie von Siemens

NOTICE 4

I. Agenda

1. Michael Sigmund (member until August 31, 2023)
2. Dorothea Simon
3. Grazia Vittadini
4. Matthias Zachert
5. Gunnar Zukunft (member until February 9, 2023)

It is intended to let the Annual Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Supervisory Board.

5. To resolve on the appointment of independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Half-year Financial Report

On the basis of its Audit Committee's recommendation, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed to serve as independent auditor of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2024 and auditor for the review of the condensed Financial Statements and the Interim Management Report for the Siemens Group for the first half of fiscal year 2024.

The Audit Committee's recommendation was preceded by a selection procedure conducted in accordance with Art. 16 of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014). The Audit Committee subsequently recommended PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, and KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, to the Supervisory Board for the tendered audit engagement, stating the reasons for its decision, and expressed a duly justified preference for PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

The Audit Committee has also stated that its recommendation is free from improper influence by third parties and that no clause restricting the choice within the meaning of Art. 16 (6) of the EU Regulation on statutory auditors or audit firms has been imposed upon it.

6. To resolve on the approval of the compensation system for the members of the Managing Board

According to Section 120a (1) of the German Stock Corporation Act (AktG), the annual shareholders' meeting of the listed company resolves on the approval of the compensation system for the members of the managing board proposed by the supervisory board at least every four years and whenever there is a significant change to the compensation system. The Annual Shareholders' Meeting of Siemens AG last adopted such a resolution on February 5, 2020, which means that a new resolution is due and required. As part of the regular submission of the compensation system to the 2024 Annual Shareholders' Meeting, the Supervisory Board reviewed the compensation system for the members of the Managing Board. Since the compensation system has proven its worth in past years, even in times of major challenges, no fundamental adjustments were required, but only selective changes. In the compensation system for the members of the Managing Board of Siemens AG adopted with effect from October 1, 2023, in particular a maximum compensation amount for each Managing Board member has been set, the structure of the short-term variable compensation (Bonus) has been simplified and the aspect of sustainability has been strengthened in the long-term variable compensation (Stock Awards). In addition, the relative proportions of the fixed and variable compensation as a share of the total target compensation have been redefined.

On the basis of its Compensation Committee's recommendation, the Supervisory Board proposes that the compensation system for the members of the Managing Board of Siemens AG adopted by the Supervisory Board with effect from October 1, 2023, be approved.

NOTICE 5

I. Agenda

The compensation system in its version as resolved with effect from October 1, 2023 - along with an overview of the main changes - is reproduced after the Agenda in section II. "Reports, annexes and further information on the agenda items" and is available on our website at WWW.SIEMENS.COM/AGM from the time when the Notice of Annual Shareholders' Meeting is published. The compensation system will also be available there during the Annual Shareholders' Meeting.

7. To resolve on the approval of the Compensation Report

The Managing Board and Supervisory Board have prepared a report on the compensation granted and owed to the individual current or former members of the Managing Board and Supervisory Board in fiscal year 2023 in accordance with Section 162 of the German Stock Corporation Act (AktG). This report is presented to the Annual Shareholders' Meeting for approval in accordance with Section 120a (4) of the German Stock Corporation Act (AktG).

The Compensation Report was audited by the independent auditor in accordance with Section 162 (3) of the German Stock Corporation Act (AktG) to verify that the information required under Section 162 (1) and (2) of the German Stock Corporation Act (AktG) was provided. In addition to reviewing the report with regard to fulfillment of the statutory requirements, the independent auditor also audited its content. The report on the audit of the Compensation Report is attached to the Compensation Report.

The Supervisory Board and the Managing Board propose that the Compensation Report for fiscal year 2023, which has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), be approved.

The Compensation Report is reproduced after the Agenda in section II. "Reports, annexes and further information on the agenda items" and is available on our website at WWW.SIEMENS.COM/AGM from the time when the Notice of Annual Shareholders' Meeting is published. The Compensation Report will also be available there during the Annual Shareholders' Meeting.

8. To resolve on the creation of an Authorized Capital 2024 against contributions in cash and/or contributions in kind with the authorization to exclude subscription rights, and related amendments to the Articles of Association

The Authorized Capital 2019 resolved on by the Annual Shareholders' Meeting on January 30, 2019, under Agenda Item 6 and provided for in Section 4 (5) of the Articles of Association expires on January 29, 2024. Therefore, the previous provision concerning the Authorized Capital 2019 contained in Section 4 (5) of the Articles of Association shall be deleted and a new Authorized Capital 2024 against contributions in cash and/or in kind with the option of excluding shareholders' subscription rights shall be created; it shall replace the current unused Authorized Capital 2019 and have a volume of 20% of the capital stock.

The Supervisory Board and the Managing Board propose that the following resolution be approved and adopted:

1. The Managing Board shall be authorized by and in accordance with the provision in the Articles of Association proposed under Agenda Item 8 b) to increase the capital stock until February 7, 2029, with the approval of the Supervisory Board, by up to €480,000,000 nominal through the issuance of up to 160,000,000 shares of no par value registered in the names of the holders against contributions in cash and/or in kind, with or without the exclusion of shareholders' subscription rights.
2. The Authorized Capital 2019 resolved on by the Annual Shareholders' Meeting on January 30, 2019, under Agenda Item 6 and provided for in Section 4 (5) of the Articles of Association shall be deleted, an Authorized Capital 2024 created and Section 4 (5) of the Articles of Association amended to read as follows:
   "5. The Managing Board is authorized to increase the capital stock until February 7, 2029, with the approval of the Supervisory Board, by up to €480,000,000 nominal through the issuance of up to 160,000,000 shares of no par value registered in the names of the holders against contributions in cash and/or in kind. The authorization may be exercised once or several times and also in installments. The new shares shall participate in profits from the beginning of the fiscal year in which they have been issued. To the extent permitted by law, the Managing Board, with the approval of the Supervisory Board, can stipulate in deviation

NOTICE 6

I. Agenda

from the above and Section 60 (2) of the German Stock Corporation Act (AktG) that the new shares shall participate in profits from the beginning of a fiscal year that has already ended and for which no resolution on the appropriation of the net income has been adopted by the Annual Shareholders' Meeting at the time the shares are issued. The Managing Board shall be authorized, with the approval of the Supervisory Board, to determine the further details of the capital increase and its implementation (Authorized Capital 2024).

The new shares must generally be offered to the shareholders for subscription; they can also be assumed by credit institutions and other issuing houses in accordance with Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG) with the obligation that they must be offered to the shareholders for subscription (indirect subscription right). However, the Managing Board is authorized, with the approval of the Supervisory Board, to exclude any shareholders' subscription rights in whole or in part, in particular

• to the extent necessary for fractional amounts resulting from the subscription ratio,
• in the event of capital increases against contributions in kind, particularly in connection with business combinations or the direct or indirect acquisition of companies, businesses, parts of companies, participations or other assets or rights to acquire assets, including receivables against the Company or its consolidated subsidiaries,
• in order to grant holders/creditors of conversion or option rights on Siemens shares or of respective conversion or option obligations from bonds issued or guaranteed by Siemens AG or any of its consolidated subsidiaries subscription rights as compensation against effects of dilution to the extent to which they would be entitled after exercise of such conversion or option rights or fulfillment of such conversion or option obligations,
• if the issue price of the new shares in the event of a capital increase against contributions in cash is not significantly lower than the stock market price of the Siemens shares already listed. The part of the capital stock mathematically attributable to shares issued in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) against contributions in cash and with shareholders' subscription rights excluded must not exceed 10% of the capital stock. The capital stock at the time this authorization takes effect or, if this amount is lower, at the time at which this authorization is used shall apply. This limit shall include shares issued or disposed of by direct or mutatis mutandis application of this provision during the term of this authorization up to the time of it being exercised. It also includes shares that have been issued or granted or are to be issued or granted on the basis of a convertible bond or warrant bond issued during the term of this authorization, with shareholders' subscription rights excluded in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG).

The part of the capital stock attributable to the shares issued in accordance with this authorization against contributions in cash and in kind, with subscription rights excluded, must not exceed in total an amount of 10% of the capital stock at the time this authorization takes effect. This limit shall include shares that (i) have been issued from conditional capital, or (ii) are to be issued or granted, on the basis of a convertible bond or warrant bond issued during the term of this authorization, with shareholders' subscription rights excluded."

1. The Supervisory Board shall be authorized to amend Section 4 of the Articles of Association with regard to the respective utilization of the Authorized Capital 2024 as well as after the expiration of the term of the authorization.

Against the background of the above-proposed authorization to increase the capital stock, the Managing Board has prepared a written report on the reasons for which it is to be authorized to exclude shareholders' subscription rights under certain circumstances. The report is reproduced after the Agenda in section II. "Reports, annexes and further information on the agenda items" and is available on our website at WWW.SIEMENS.COM/AGM from the time when the Notice of Annual Shareholders' Meeting is published; the currently valid version of the Articles of Association can also be found there. The report and the Articles of Association will also be available there during the Annual Shareholders' Meeting.

NOTICE 7

I. Agenda

9. To resolve on granting a new authorization of the Managing Board to issue convertible bonds and/or warrant bonds and exclude shareholders' subscription rights, and on the creation of a Conditional Capital 2024, and related amendments to the Articles of Association

The authorization to issue convertible bonds and/or warrant bonds resolved on by the Annual Shareholders' Meeting on January 30, 2019, under Agenda Item 7 will expire on January 29, 2024. The authorization was not used and will not be used before the end of its effective term, in view of which the corresponding Conditional Capital 2019 provided for in Section 4 (8) of the Articles of Association is no longer required. Therefore, the Managing Board is to be given a new authorization to issue convertible bonds and/or warrant bonds, the Conditional Capital 2019 is to be deleted and a new, slightly lower Conditional Capital 2024 is to be resolved. Together with the existing authorization to issue convertible bonds and/or warrant bonds resolved on by the Annual Shareholders' Meeting on February 5, 2020, under Agenda Item 9, the Company would thus still have a sufficiently large authorized volume overall.

The Supervisory Board and the Managing Board propose that the following resolution be approved and adopted:

1. Authorization to issue convertible bonds and/or warrant bonds and exclude shareholders' subscription rights

1. General comments, limits to the amount, issue against contributions in cash or considerations in kind and by consolidated subsidiaries, time limit for the authorization

The Managing Board shall be authorized, once or several times, including simultaneously in different tranches, to issue subordinated or unsubordinated convertible bonds and/or warrant bonds in an aggregate principal amount of up to €15,000,000,000 and in this connection to grant and impose, respectively, conversion, exchange or option rights or conversion obligations on, at the time they are established, up to 70,000,000 shares of Siemens AG of no par value registered in the name of the holders ("Siemens shares"), representing a pro rata amount of up to €210,000,000 of the capital stock. The authorization shall also include the option to assume the guarantees for convertible bonds and/or warrant bonds issued by consolidated subsidiaries of the Company and to make the statements and to take the required actions necessary for successful issuance of the bonds. The authorization shall further include the option of issuing or granting Siemens shares in the cases provided for in the terms and conditions of the bonds and/or the warrants (hereinafter referred to as "terms and conditions of the bonds").

The authorization shall cover all convertible bonds and/or warrant bonds subject to the statutory requirements contained in Section 221 of the German Stock Corporation Act (AktG). They may also stipulate exchange rights of the issuer or Siemens AG, in particular rights to replace the considerations originally owed under them by Siemens shares (including in the form of a tender right, substitution right or redemption option) and so establish the obligation to deliver Siemens shares or conversion or option rights or conversion or option obligations on Siemens shares when they are issued or subject to a separate conversion declaration by the issuer or Siemens AG or subject to other conditions (and any combination of the foregoing), in each case at the end of the term or at other points in time (including all possible arrangements envisaged in this resolution hereinafter referred to as "bonds"). The bonds can be issued for financing purposes (raising debt capital or equity), but also for other purposes, such as to optimize the Company's capital structure.

The bonds may be issued against contributions in cash and/or consideration in kind, in particular a participation in other companies. Warrant bonds may be issued against consideration in kind to the extent that the terms and conditions of the warrants provide for full payment in cash of the option price per Siemens share upon exercise. The principal amount or an issue price of bonds below the principal amount may also be chosen such that, at the time of issue, it corresponds to the pro rata amount of the capital stock represented by the shares to be issued in accordance with the terms and conditions of the bonds, i.e. it need not necessarily exceed such amount.

The authorization for the issue of bonds shall expire on February 7, 2029. If a bond stipulates an obligation to deliver Siemens shares or conversion or option rights or conversion or option obligations on Siemens shares only after a declaration by the issuer or Siemens AG to exercise an exchange right, the declaration in question must be issued by February 7, 2029.

NOTICE 8

I. Agenda

(2) Conversion/option price per share

In the case of warrant bonds, option rights shall be attached to each bond certificate, in particular in the form of one or more warrants, entitling or obliging the holder/creditor to subscribe to Siemens shares, as defined in more detail by the terms and conditions of the bonds, or including exchange rights of the issuer or Siemens AG.

In the case of convertible bonds, the holders/creditors of the convertible bonds shall be entitled and/or obliged to convert them into Siemens shares, as defined in more detail by the terms and conditions of the bonds.

In all cases, the conversion ratio or the exchange or subscription ratio is obtained by dividing the principal amount or the lower issue price of a convertible bond, or if a warrant is exercised, the amount owed under its terms and conditions, by the conversion or option price stipulated for one Siemens share.

The conversion/option price per share applicable at the time of issue must not be less than 80% of the price of Siemens shares as quoted in Xetra trading (or a comparable successor system) in the case of bonds with exchange or subscription rights of the creditors which existed when they were issued. The calculation shall be based on the average closing price over the ten trading days prior to the date on which the Managing Board finally resolves to issue the bonds or on the Company's notice of acceptance following a public request for submission of subscription offers. If shareholders' subscription rights are not excluded, the price on the trading days during the subscription period can be used as the basis instead (with the exception of the days in the subscription period necessary to publish the conversion/option price on time in accordance with Section 186 (2) of the German Stock Corporation Act (AktG)). In the case of bonds with a conversion or option obligation or an exchange right of the issuer or Siemens AG, the conversion or option price, or the reference price of the Siemens share used to determine the conversion/option price, may either at least equal the minimum price set out above or correspond to the average volume-weighted price of Siemens shares in Xetra trading (or a comparable successor system) on at least three trading days immediately prior to calculation of the conversion/option price as defined in more detail by the terms and conditions of the bonds, even if this average price and the applicable conversion/option price derived from it is below the minimum price (80%) set out above. Section 9 (1) and Section 199 (2) of the German Stock Corporation Act (AktG) shall remain unaffected.

(3) Dilution protection, adjustments and further possible arrangements

The authorization shall also include the option, as defined in more detail by the terms and conditions of the bonds, to provide dilution protection and/or other adjustments under certain circumstances. Dilution protection or other adjustments may be provided for in particular if the Company changes its capital structure during the term of the bonds and/or warrants (e.g. through a capital increase, a capital decrease or a stock split), but also in connection with dividend payouts, the issue of additional convertible and/or warrant bonds, transformation measures, and in the case of other events affecting the value of the option or conversion rights that may occur during the term of the bonds and/or warrants (e.g. control gained by a third party). Dilution protection or other adjustments may be provided particularly by granting subscription rights, by changing the conversion or option price, and by amending or introducing cash components.

The Managing Board shall be authorized to determine the terms of issue and the further terms and conditions of the bond and/or warrant issues or to establish such terms and conditions by mutual agreement with the respective issuing consolidated subsidiary. In particular, the terms and conditions of the bonds may also provide for the following arrangements:

• whether and under what conditions, e.g. at the discretion of the issuer or Siemens AG, servicing from conditional capital (in particular from the new Conditional Capital 2024 to be created in connection with this authorization), from authorized capital that already exists or is to be created, from existing treasury shares, or treasury shares to be acquired, or instead of delivery of Siemens shares by paying the compensation for the value in cash or delivery of other securities that can be traded at a trading venue within the meaning of Section 2 (22) of the German Securities Trading Act (WpHG), may be provided for,
• whether the bonds or warrants are bearer or registered bonds or warrants,
• the number and features of the warrants (including those with different features) to be attached to each bond certificate and whether they are detachable when or after being issued,

NOTICE 9

I. Agenda

• interest and - an unlimited or different - term for the bonds or warrants,
• features of the bond component, which can include in particular exchangeable, mandatory exchangeable or hybrid bonds,
• whether, in the case of warrant bonds, the option price can be paid in whole or in part by transfer of bond certificates (as payment),
• whether a bond provides an exchange right of the issuer or Siemens AG allowing to replace the original obligation owed under the bond, such as to deliver securities or pay a due cash amount, by Siemens shares,
• whether the conversion/option price(s) or the conversion/subscription or exchange ratios are to be determined when the bonds are issued or during the term of the bonds or warrants and how these prices/ratios are to be defined (in each case including any minimum and maximum prices and variable features or computation on the basis of future market prices),
• whether and how a conversion ratio should be rounded,
• whether an additional cash payment or a compensation in cash should be specified in the case of fractional amounts,
• in the case of mandatory conversions, the fulfillment of option obligations or tender rights, how details are to be determined regarding the exercise, fulfillment of obligations or rights, deadlines and determination of conversion or option prices,
• whether the bonds should be issued in euros or in the legal currency of an OECD country other than euros. For the purpose of determining the maximum aggregate principal amount of this authorization in the case of issues in foreign currencies, the principal amount of the bonds shall in each case be converted into euros on the day when the decision of the issue thereof is taken.

1. Subscription right, authorization to exclude the subscription right

As a matter of principle, shareholders have a right to subscribe to the bonds. The bonds can also be issued to credit institutions and other issuing houses within the meaning of Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG) with the obligation that they must be offered to the shareholders for subscription (indirect subscription right). However, the Managing Board shall be authorized to exclude shareholders' subscription rights to the bonds with the approval of the Supervisory Board

• provided that the bonds are issued against cash payment and the issue price of the bonds is not significantly lower than their theoretical market price computed in accordance with generally accepted actuarial methods. The part of the capital stock mathematically attributable to the shares to be issued or granted on the basis of bonds issued under this authorization, with shareholders' subscription rights excluded in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), must not exceed 10% of the capital stock. The capital stock at the time this authorization takes effect or, if this amount is lower, at the time at which this authorization is used shall apply. This limit shall include shares issued or disposed of by direct or mutatis mutandis application of Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) during the term of this authorization up to the time of it being exercised. It also includes shares that have been issued or granted or are to be issued or granted on the basis of a convertible bond or warrant bond issued during the term of this authorization, with shareholders' subscription rights excluded in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG),
• if the bonds are issued against considerations in kind, particularly in connection with business combinations or the direct or indirect acquisition of companies, businesses, parts of companies, participations or other assets or rights to acquire assets, including receivables against the Company or its consolidated subsidiaries,
• to the extent necessary for fractional amounts resulting from the subscription ratio,

NOTICE 10