Corporate Governance

Takeover and Defense Measures

The Articles of Association contain no opting-out or opting-up clause. None of the contracts with members of the Board of Directors contains a change of control clause. The contracts of the members of the Executive Committee contain a remuneration clause provided the contract is terminated or the member’s function is changed considerably within 18 months after a change of control (see compensation report). If there is a change of control (which, for members of the Executive Committee, also includes a replacement of the majority of the members of the Board of Directors) or a public takeover bid that is not supported by the Board of Directors, all allocated options of the option plan and restricted stock units (RSUs) of the RSU plan are automatically vested. The vesting period for those options and RSUs granted to the members of the Board of Directors ends no later than the date on which the individual steps down from his respective function.


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