components and their performance criteria. Furthermore, in this case the supervisory board may temporarily grant 
additional compensation components or replace individual compensation components with other compensation components to 
the extent necessary to restore the appropriateness of management board compensation in the specific situation. 
 
Reports on agenda items 6 and 7 
Report of the management board on agenda item 6 concerning the authorization to exclude subscription rights in respect 
of Authorized Capital I pursuant to section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 AktG 
The management board and the supervisory board propose that the annual shareholders' meeting adopt a resolution on the 
creation of a new Authorized Capital I with the option to exclude subscription rights by amending section 4 (3) of the 
articles of association accordingly. 
The management board is to be authorized, with the approval of the supervisory board, to increase the share capital of 
the Company by up to EUR 1,403,600 by May 17, 2026 by issuing up to 1,403,600 no-par value bearer shares on one or more 
occasions in return for cash contributions and/or contributions in kind (Authorized Capital I). 
When utilizing the proposed Authorized Capital I, the shareholders generally have a statutory subscription right. In 
addition to a direct issue of the new shares to the shareholders, it shall be possible under Authorized Capital I to 
offer the new shares to the shareholders for subscription in such a way that they are initially taken over by financial 
institutions or comparable entities pursuant to section 186 (5) sentence 1 AktG, which undertake to offer them to the 
shareholders for subscription. The intermediation of credit institutions or equivalent companies pursuant to section 
186 (5) sentence 1 AktG facilitates the technical processing of the share issue. It does not lead to an actual 
exclusion of shareholders' subscription rights, which is also the understanding of legislator introducing section 186 
(5) sentence 1 AktG. 
The management board shall also be authorized, with the approval of the supervisory board, to exclude shareholders' 
subscription rights in the following cases: (i) for fractional amounts; (ii) in the case of capital increases against 
contributions in kind; (iii) in the case of cash contributions up to an amount not exceeding10 % of the share capital 
existing at the time this authorization becomes effective or - if lower - at the time this authorization is exercised, 
provided that the issue price of the shares is not significantly lower than the stock market price of the Company's 
shares already listed at the time the issue price is finally fixed. 
Exclusion of subscription rights for fractional amounts 
The authorization to exclude subscription rights for fractional amounts facilitates the handling of the capital 
increase by facilitating the establishment of a technically feasible subscription quota. The new shares excluded from 
the shareholders' subscription rights as fractional shares are either sold on the stock exchange or otherwise realized 
in the best possible way for the Company. A possible dilution effect is low due to the restriction to fractional 
amounts. 
Exclusion of subscription rights in the case of share issues against contributions in kind 
In the event of a capital increase against contributions in kind using Authorized Capital, the management board shall 
be authorized, with the approval of the supervisory board, to exclude shareholders' subscription rights. This will 
enable the management board to use shares in the Company in appropriate individual cases as consideration for 
contributions in kind, in particular in connection with the acquisition of companies, business divisions or 
participations in companies, without having to resort to the capital market. The Company is in competition with other 
companies. It must therefore be able to act quickly and flexibly in changing markets. This also includes, if necessary, 
the acquisition of companies, parts of companies or interests in companies, or intellectual property such as patents or 
licenses or other assets. In such cases, the consideration cannot or should not be paid in cash. On the one hand, this 
may be due to the fact that the seller requires shares in the acquiring company as consideration; on the other hand, it 
may be in the interest of the Company to create a lasting bond with the Company by offering shares, particularly to key 
persons on the seller's side. The issue of shares in the case of company acquisitions can also protect the Company's 
liquidity. The proposed authorization gives the Company the scope required to quickly and flexibly exploit 
opportunities which arise to acquire companies or business divisions or participations in companies as well as other 
assets. There are currently no specific plans to utilize this authorization. If specific acquisition opportunities 
arise, the management board will examine them carefully and only use the authorization granted to it in the 
well-understood interests of the Company. In making its decision, the management board will consider alternative 
courses of action which would not affect the rights of the shareholders of the Company or at least to a lesser extent 
than a capital increase with exclusion of subscription rights. It will only make use of the authorization excluding 
shareholders' subscription rights if, in its view, the exclusion of subscription rights is suitable, necessary and, in 
view of the impaired shareholders' interests, appropriate for achieving the purpose pursued with the respective measure 
and in the interests of the Company. Only if these conditions are met will the supervisory board also grant its 
approval. The basis for the valuation of the shares in the Company to be granted on the one hand and of the asset to be 
acquired on the other will in principle be neutral appraisals, e.g. by auditing firms and/or investment banks, so that 
any undermining of the value of the Company through the use of the authorization is avoided. 
Facilitated exclusion of subscription rights pursuant to section 186 (3) sentence 4 AktG 
In the case of Authorized Capital I, subscription rights may also be excluded in accordance with section 186 (3) 
sentence 4 AktG in the event of a cash capital increase. This authorization is intended to make use of the possibility 
of the so-called simplified exclusion of subscription rights within the meaning of section 186 (3) sentence 4 AktG. The 
possibility of excluding subscription rights as provided for by law in section 186 (3) sentence 4 AktG puts the Company 
in a position to take advantage of opportunities that arise quickly and flexibly as well as cost-effectively on account 
of the respective stock market situation. By dispensing with the time-consuming and costly processing of subscription 
rights, any equity requirements can be covered in a timely manner. New groups of shareholders can be recruited both in 
Germany and abroad. This option is also important for the Company because it must be able to exploit market 
opportunities in its markets quickly and flexibly and cover any resulting capital requirements at very short notice. 
However, in accordance with section186 (3) sentence 4 AktG, the authorization is limited to a maximum amount of up to 
10 % of the lower share capital existing at the time this authorization becomes effective and at the time this 
authorization is exercised. 
Shares which (i) were sold or issued during the term of this authorization on the basis of other authorizations in 
direct or analogous application of section 186 (3) sentence 4 AktG with exclusion of subscription rights shall be 
counted towards the aforementioned 10% limit (counting towards); furthermore, (ii) those shares shall be counted which 
are issued or are to be issued to service bonds or profit participation rights with conversion or option rights or an 
option or conversion obligation, provided that these bonds or profit participation rights are issued or are to be 
issued during the term of this authorization on the basis of another authorization with exclusion of subscription 
rights in direct or analogous application of section 186 (3) sentence 4 AktG. an option or conversion obligation, 
insofar as these bonds or profit participation rights are issued during the term of this authorization by the Company 
or a company in which the Company directly or indirectly holds a majority interest on the basis of another 
authorization excluding subscription rights in corresponding application of section 186 (3) sentence 4 AktG. The 
correspondingly reduced maximum limit shall be increased again after offsetting when a new other authorization to 
exclude subscription rights in accordance with section 186 (3) sentence 4 AktG resolved by the annual shareholders' 
meeting becomes effective, to the extent that subscription rights can be excluded in accordance with section 186 (3) 
sentence 4 AktG under the new other authorization, but at most up to an amount not exceeding 10 % of the share capital 
existing at the time this authorization becomes effective and at the time this authorization is exercised. 
In the interests of the shareholders, this ensures that the use of the authorization does not result in a dilution of 
their shareholding that could not be compensated for by a subsequent purchase of shares on the stock exchange, which is 
also the understanding of the legislator introducing section 186 (3) sentence 4 AktG. For this reason, the management 
board will only make use of the authorization if, at the time it is exercised, there is stock exchange trading in 
shares of the Company which justifies the assumption that subsequent purchases via the stock exchange would actually be 
possible to an expected extent. The authorization to exclude subscription rights pursuant to section 186 (3) sentence 4 
AktG in the event of a cash capital increase also applies subject to the proviso that the issue price of the new shares

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