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Conflict of Interest

The Company has established clear rules with regard to conflicts of interest. Moreover such rules are laid down in the Company Law and Corporate Governance Code.

In accordance with Company Law members of the management bodies must exercise their mandate with the prudence and diligence of a good administrator, with loyalty, acting in the company’s interest, refraining from disclosing confidential information and commercial secrets.

The Corporate Governance Code sets forth – as a best corporate governance practice principle – that the members of the Executive Board and of the Supervisory Board should notify the Executive Board and, respectively, the Supervisory Board, of any conflicts of interest which have arisen or may arise, and should refrain from taking part in the discussion (including by not being present where this does not render the meeting non-quorate) and from voting on the adoption of a resolution on the issue which gives rise to such conflict of interest.

Members of the Executive Board must disclose material personal interests in company transactions or other conflicts of interest to the Supervisory Board, immediately and report them to the Executive Board. Acceptance of other professional commitments outside the Group by members of the Executive Board requires the approval of the Supervisory Board.

Each Supervisory Board member must inform the Board, including the President of the Board on any conflict of interests when such occurs. All conflicts of interest must be disclosed to the President of the Supervisory Board immediately. In the event that the President becomes aware of a conflict of interest, he shall immediately disclose this to the Deputy President.