Management Board and the Supervisory Board

The Management Board proposes that the Annual General Meeting pass an advisory vote on the

remuneration report for the members of the Management Board and the Supervisory Board.

Resolution 17 - Presentation of and advisory vote on the revised remuneration policy for the members

of the Management Board and the Supervisory Board

The Management Board proposes that the Annual General Meeting pass an advisory vote on the

remuneration policy for the members of the Management Board and the Supervisory Board.

The Company has revised its remuneration policy for the Management Board and the Supervisory Board,

as previously approved by the shareholders on 26 June 2020, and submits it to the advisory vote of the

Annual General Meeting as required by Article 7bis of the Luxembourg law of 1 August 2019 amending the

Luxembourg law of 24 May 2011 on shareholders rights and which became effective on 24 August 2019 (the '

Shareholders Rights Law '). The proposed changes relate exclusively to the remuneration system of the

members of the Management Board and take into consideration the revisions of the German Corporate

Governance Code and consists of updates to certain aspects of the Company's remuneration system and

administration.

Resolution 18 - Remuneration of Members of the Supervisory Board

The Management Board proposes that the Annual General Meeting approve the remuneration for the

members of the Supervisory Board for the 2021 financial year as follows:

Supervisory Board: 


                            Supervisory                  Audit Committee              Sustainability 
                            Board                                                     Committee 
              Chairman      EUR 45,000                   EUR 40,000                   EUR 35,000 
                            (cumulative with Member fee) (cumulative with Member fee) (cumulative with Member fee) 
              Vice Chairman EUR 25,000                   n/a                          n/a 
                            (cumulative with Member fee) 
              Member        EUR 35,000                   EUR 10,000                   EUR 10,000

The Chairman of the Supervisory Board and the Vice Chairman of the Supervisory Board shall be

entitled to their fee as Chairman and Vice Chairman respectively, along with the fee for being a member

of the Supervisory Board.

Resolution 19 - Authorisation for the Management Board to repurchase up to 20% of the total number of

common shares of the Company issued on the date of the Annual General Meeting within a period of five (5)

years as from the date of the Annual General Meeting

The Management Board proposes that the Annual General Meeting authorise and delegate all necessary

powers to the Management Board to acquire up to 20% of the total number of common shares of the Company

issued on the date of the Annual General Meeting for a price which may not exceed by more than 15% the B. highest of: 


                            the volume weighted average price (VWAP) in Xetra trading (or a corresponding successor 
                            system) of the common shares of the Company over the three trading days in Frankfurt am 
              i.            Main preceding the day of the decision of the Management Board (or any one of its 
                            delegates) to repurchase; or 
                            the opening trading price of the common shares of the Company in Xetra trading on the day 
              ii.           of the decision of the Management Board (or any one of its delegates) to repurchase (the ' 
                            Buyback ').

The Buyback shall occur in one or several transactions without cancellation of the acquired shares

and without prejudice to i) the principle of equal treatment of all shareholders who are in the same

position and ii) the applicable market abuse rules.

The Annual General Meeting shall further authorise the Management Board to take all measures and

execute any formalities which may be necessary in relation to the BuyBack.

Resolution 20 - Restatement and renewal of the authorised capital of the Company, waiver of the

preferential subscription right of existing shareholders where expressly provided in the special report

of the Management Board and amendment of articles 6.1 and 6.2 of the articles of association of the

Company

The Management Board proposes that the Annual General meeting approve a restatement and renewal of

the authorised capital of the Company. The Management Board has utilised some, but not all, of the

previously authorised capital on a number of occasions, in the best interests of the Company and its

shareholders and now wishes to restate and renew the Company's authorised capital.

The Management Board would like to draw attention to the importance of the Company being able to act

quickly and have flexibility in increasing the share capital of the Company, according to the needs of

the Company. The protracted procedure of convening an extraordinary general meeting in order to offer

shares to shareholders on a pre-emptive basis, as well as the resulting publicity and costs involved in

convening such an extraordinary general meeting, may be incompatible with the Company's needs and could

result in missed opportunities for the Company.

As a result of the above, the Management Board proposes that the Annual General Meeting approves an

increase of the Company's authorised capital to 215,000,000 common shares, with the authorised capital

lasting for a period of five (5) years from the date of the Annual General Meeting with the possibility

to issue up to 118,615,000 new common shares without reserving a preferential subscription rights to the

existing shareholders of the Company.

The Management Board also notes that the authorisation to issue up to 118,615,000 new common shares

without reserving a preferential subscription rights to the shareholders will allow the Management Board

to, among other things, convert or grant the right to convert any present or future convertible

instruments, including the convertible bonds issued by the Company in March 2021, into shares issued by

the Company, satisfy the Company's obligations under its management incentive plans and to use the

authorised capital for general corporate purposes, including but not limited to, raising funds required

to meet the Company's financing and refinancing needs without delay and seizing opportunities in

potential merger & acquisition transactions by enabling the Company to acquire shares and other assets on

the best possible terms at short notice.

The proposed authorised capital shall apply to rights, options, warrants, convertible instruments and

other securities, restricted stock units, or other equity-based awards or rights to subscribe to or

receive shares issued prior to the date of the Annual General Meeting as well as apply, to the extent not

used yet, to rights issued thereupon, notably under any existing management incentive scheme or other

contractual documentation entered into by the Company.

Finally, as a consequence of the above, articles 6.1 and 6.2 of the Company's articles of association

shall be amended and shall read as follows:

'6.1 The Company's authorised capital, excluding the issued share capital, is set at two million one

hundred fifty thousand euro (EUR 2,150,000), represented by two hundred fifteen million (215,000,000)

common shares having a nominal value of one cent (EUR 0.01) each.

6.2 During a period of five (5) years from the date of any resolutions to create, renew or increase

the authorised capital pursuant to this article, the management board with the consent of the supervisory

board, is hereby authorised to issue common shares, rights, options, warrants, convertible instruments

and other securities, restricted stock units, or other equity-based awards or rights to subscribe to or

receive shares or grant rights to convert instruments into shares (whether on a regulated or unregulated

market), for contributions in cash and/or in kind, within the limits of the authorised capital to such

persons and on such terms as set forth in the special report of the management board dated 20 April 2021

as may be amended from time to time on the authorised capital and specifically to proceed with the issue

of up to one hundred eighteen million six hundred fifteen thousand (118,615,000) shares without reserving

a preferential right to subscribe to the shares issued for the existing shareholders subject to the

limitations set forth in the special report of the management board dated 20 April 2021 as may be amended

from time to time and it being understood, that any issuance of such instruments will reduce the

available authorised capital accordingly.'

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April 23, 2021 09:06 ET (13:06 GMT)