IV. SUPERVISORY BOARD

Article 10

(1) The Supervisory Board shall consist of at least three and no more than twelve members. Each holder of the four registered shares is entitled to nominate one Supervisory Board member. Such shares are registered shares, the transfer of which is subject to the approval of the Company, which is represented by the Management Board. The delegated Supervisory Board members may at any time be recalled and replaced with others by the holders of such registered shares. Paragraph 2 to 4 shall not apply to Supervisory Board members delegated in this way.
All other members of the Supervisory Board shall be elected by the General Shareholders’ Meeting.

(2) Unless appointed for a shorter term of office, the Supervisory Board members shall be elected for the period up to the end of the Shareholders’ Meeting which by resolution approves of the acts of the Supervisory Board in respect of the fourth fiscal year after appointment. The fiscal year in which the election was held shall not be taken into account. The re-appointment of Supervisory Board members shall be permissible.

(3) If members of the Supervisory Board leave the Board before expiry of their terms of office, the resulting vacant position need not be filled before the next Ordinary Shareholders’ Meeting. However, a vacant position must be filled immediately through an Extraordinary Shareholders’ Meeting if the number of Supervisory Board members falls below three.

(4) Elections to fill vacancies shall take place for the remaining term of office of the Supervisory Board member withdrawn. If a member of the Supervisory Board is elected by an Extraordinary Shareholders’ Meeting, his first year of office shall be deemed terminated with the end of the next Ordinary Shareholders’ Meeting.

(5) Each member of the Supervisory Board may resign from office subject to a four-week period of notice also without major reason by written notification addressed to the Management Board, or the Chairman of the Supervisory Board or a deputy if the Chairman is unable to receive such a notification.

(6) The Supervisory Board shall meet at least quarterly.

(7) The age limit for members of the Supervisory Board is determined in the rules of internal procedure. It is fixed with the completion of the age of 70. The last period as member of the Supervisory Board ends with the annual General Meeting which follows on the 70th birthday.

Article 11

(1) The Supervisory Board shall elect once a year - in a meeting to held immediately after the Ordinary Shareholders’ Meeting and which requires no special invitation - a Chairman and one or two deputies from among its members. A vacancy must be filled immediately if the Chairman or all deputies resign from office.

(2) If no absolute majority can be obtained in an election, a runoff shall be held between the two members who have won most votes.

Article 12

(1) The Supervisory Board shall itself adopt internal rules of procedure.

(2) The Supervisory Board may determine that certain types of business shall be subject to its approval. For each participation in a company which invests in real estate projects as well as for the purchase and sale of properties the Management Board has to seek the approval of the Supervisory Board.

(3) The Chairman of the Supervisory Board shall convene the members of the Supervisory Board by letter or telex to be sent to the address last notified. If the Chairman is unable to do so, a deputy may convene the meeting.

(4) The Supervisory Board shall constitute a quorum if at least three members, among them the Chairman or a deputy, are present. The Chairman – or a deputy if the Chairman is prevented from doing so – shall preside over the meeting. The person presiding over the meeting shall determine the voting method.

(5) Resolutions shall be taken by simple majority of the votes cast. In the event of parity, the person presiding over the meeting shall cast the decisive vote, even at elections of Supervisory Board members.

(6) A Supervisory Board member may ask another member in writing to represent him at a single meeting. The representing board member shall not be taken into account in determining whether the Supervisory Board constitutes a quorum (para. 4). The right to preside over the meeting cannot be transferred.

(7) Minutes must be kept, and signed by the person presiding over the meeting, with regard to the negotiations held and resolutions taken by the Supervisory Board.

(8) Resolutions may be taken also in writing if for special reasons the Chairman, or a deputy if the Chairman is prevented from doing so, adopts such a voting method and no member of the Supervisory Board explicitly objects to such a procedure. The provisions of para. 5 shall apply accordingly to a vote in writing. Representation pursuant to para. 6 shall not be permissible for resolutions taken in writing.

Article 13

(1) The Supervisory Board may appoint committees from among its members. Its duties and authorisations as well as any internal rules of procedure shall be determined by the Supervisory Board. Such committees may also be endowed with the power of taking resolutions.

(2) The provisions of Article 12 para. 3 - 8 shall apply accordingly to committees appointed by the Supervisory Board unless otherwise provided in Article 13.

(3) Committees shall consist of at least three members.

Article 14

Declarations of intent of the Supervisory Board and of committees appointed by the Supervisory Board shall be made by the Chairman of the Supervisory Boar or one of his deputies if the Chairman is prevented from doing so.

Article 15

(1) In addition to reimbursement of cash expenses and an attendance fee for each meeting, each member of the Supervisory Board shall be entitled to receive an annual expense allowance. The amount of the attendance fee and of the expense allowance shall be determined by resolution of the Shareholders’ Meeting.

(2) If members of the Supervisory Board assume, in their capacity, special tasks in the interest of the Company, a special reimbursement may be granted by resolution of the Shareholders’ Meeting.

(3) Special taxes levied on reimbursement paid to Supervisory Board members shall be borne by the Company.

Article 16

The Supervisory Board may adopt such modifications of the Articles of Association which relate only to its wording.

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