Extract to table

Under the Mitbestimmungsgesetz, the Aufsichtsrat of a German stock corporation with more than 2,000 employees must be composed on a parity basis, with six members elected by the shareholders and six members elected by the employees

Employee representatives are related parties in their capacity as Aufsichtsrat members; any transactions between such persons and the Company beyond their ordinary employment relationships must be identified and assessed

This transaction is required to be disclosed under Item 7

This constellation of relationships creates a structural conflict of interest that must be prominently disclosed in the prospectus

Under the AktG, Vorstand members are subject to a duty of loyalty (Treuepflicht) and must disclose conflicts of interest

If any such arrangements are identified, they must be unwound or restructured prior to effectiveness