Group Management Report

pursuant to Section 289 of the German Commercial Code (HGB)

The subscribed capital of €111,588,306 is divided into 37,196,102 bearer shares with an arithmetical value of €3 per share.

The stipulations of the law for the appointment and dismissal of members of the Executive Board are laid down in Sections 84 and 85 of the German Stock Corporation Act (AktG); the stipulations of the law for amending the Articles of Incorporation are laid down in Sections 133 and 179 of the German Stock Corporation Act (AktG).

By resolution of the Annual General Meeting of May 18, 2006, until May 17, 2011 and with the consent of the Supervisory Board, the Executive Board was authorized to increase the Company's capital stock by up to €34,000,000 by the single or multiple issue of new shares (Approved Capital I). New shares can be issued against cash or non-cash contributions, whereby capital increases against non-cash contributions may only take place up to a limit of €22,300,000. The new shares must be offered for subscription by the shareholders. However, with the consent of the Supervisory Board, the Executive Board is authorized to exclude shareholders’ statutory subscription rights in certain cases.

By resolution of the Annual General Meeting of May 18, 2006, until November 17, 2007 and with the consent of the Supervisory Board, the Executive Board was authorized to acquire the Company's own shares up to a maximum proportion of 10% of the current capital stock of €111,588,306. The acquired shares can be offered for sale to the shareholders taking into consideration the principle of equal treatment, applied in the context of business combinations or acquisitions, used to fulfill conversion and option rights, or recalled without any further resolution by an Annual General Meeting.

Furthermore, the Annual General Meeting resolved to conditionally increase the Company's capital stock by up to €11,023,398 by issuing up to 3,674,466 bearer shares (Conditional Capital III). The conditional capital increase will only be carried out to the extent that any holders of conversion bonds and option warrants make use of their conversion and option rights on the basis of the resolution by the Annual General Meeting of May 19, 2005, or fulfill their obligations to exercise conversions/options, and the conditional capital is required for this purpose.