Convenience Translation - only the German version is binding. Invitation to the Annual General Meeting of SQS Software Quality Systems AG

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1 Invitation to the Annual General Meeting of SQS Software Quality Systems AG on May 27, 2015

2 SQS Software Quality Systems AG Cologne, HRB International Securities Identification Number (ISIN): DE Invitation to the Annual General Meeting Dear Shareholders, We are pleased to invite you to the Annual General Meeting of SQS Software Quality Systems AG, Cologne to be held on Wednesday, May 27, 2015 at 10 a.m. (local time) at our offices at Sophienstraße 5 in Cologne, Federal Republic of Germany. Page 2 of 14

3 Agenda 1. Presentation of the adopted annual financial statements and the management report, the approved consolidated financial statements and the group management report, the report of the Supervisory Board of SQS Software Quality Systems AG as well as the proposal of the Management Board for the appropriation of the balance sheet profits for the fiscal year 2014 The aforesaid documents can be accessed via the internet homepage of the Company under (under Investors > Annual General Meeting ). They can also be accessed at the Company s registered office at Stollwerckstraße 11, Cologne, Germany, during ordinary business hours. The statutory requirements are met by making the documents accessible on the internet homepage of the Company. Upon request, each shareholder will once be sent a copy of these documents by ordinary mail without undue delay and free of charge. Please send any orders to the Company, for the Management Board s attention, by mail to the address SQS Software Quality Systems AG, Stollwerckstraße 11, Cologne, Germany, per telefax to the telefax number +49 (0) or by to the -address 2. Resolution on the appropriation of balance sheet profits The Management Board and the Supervisory Board propose to appropriate the balance sheet profit shown in the Company s annual financial statements for the fiscal year 2014 in an amount of EUR 5,159,865.56, as follows: Distribution to the shareholders by way of payment of a dividend of EUR 0.13 per dividend-entitled share EUR 3,973, Profits carried forward to new account EUR 1,186, Balance Sheet Profit EUR 5,159, The proposal for the appropriation of the balance sheet profit takes into account the 30,562,679 shares which are entitled to dividends at the time the proposal is made. Should there be any change in the number of shares entitled to dividends for the past fiscal year 2014 until the date of the Annual General Meeting, an accordingly amended proposal will be presented for resolution at the Annual General Meeting which provides for an unchanged dividend of EUR 0.13 per dividend-entitled share and further stipulates to carry forward the remaining amount of the balance sheet profit to new account. 3. Resolution on the formal approval of the actions of the Management Board Members The Management Board and the Supervisory Board propose to adopt resolutions to formally approve the actions of each member of the Management Board who was in office in the fiscal year 2014 for the fiscal year 2014 on an individual basis, as follows: (a) (b) (c) The actions of Mr. Diederik Vos in the fiscal year 2014 are formally approved. The actions of Mr. Riccardo Brizzi in the fiscal year 2014 are formally approved. The actions of Mr. René Gawron in the fiscal year 2014 are formally approved. Page 3 of 14

4 (d) The actions of Mr. Ralph Gillessen in the fiscal year 2014 are formally approved. 4. Resolution on the formal approval of the actions of the Supervisory Board Members The Management Board and the Supervisory Board propose to adopt resolutions to formally approve the actions of each member of the Supervisory Board who was in office in the fiscal year 2014 for the fiscal year 2014 on an individual basis, as follows: (a) (b) (c) (d) (e) (f) (g) (h) The actions of Mr. David Bellin in the fiscal year 2014 are formally approved. The actions of Mr. Lothar Pauly in the fiscal year 2014 are formally approved. The actions of Ms. Anne Baumeister in the fiscal year 2014 are formally approved. The actions of Mr. Peter Bölter in the fiscal year 2014 are formally approved. The actions of Mr. Heinz Bons in the fiscal year 2014 are formally approved. The actions of Mr. Jeremy Hamer in the fiscal year 2014 are formally approved. The actions of Prof. Dr. Werner Mellis in the fical year 2014 until his retirement from the Supervisory Board are formally approved. The actions of Mr. Matthias Baunach in the fical year 2014 until his retirement from the Supervisory Board are formally approved. 5. Election of auditors for the fiscal year 2015 The Supervisory Board proposes the election of RBS RoeverBroennerSusat GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with its seat in Hamburg Office: Aachener Straße 75, Cologne, Germany as the auditor and the auditor of the group s consolidated financial statements for the fiscal year Resolution on the cancellation of the existing Contingent Capital 2 The existing Contingent Capital 2 serves the purpose to honour stock options under the SQS Stock Option Plan The options under the SQS Stock Option Plan 2006 cannot be exercised anymore; all options issued have in the meantime been exercised, lapsed and for the rest can no longer be exercised since the term for exercising the options has expired. The grant of additional options under the SQS Stock Option Plan 2006 is not possible. Accordingly, there is no need to maintain the Contingent Capital 2. As the Management Board and the Supervisory Board propose to adopt a new stock option plan (see item no 8, below), the existing Contingent Capital 2 shall be cancelled. The Management Board and the Supervisory Board propose to adopt the following resolutions: (a) (b) (c) The existing Contingent Capital 2 in an amount of EUR 134,117 ( 4 para. 5 of the Company s articles of association) is cancelled. 4 para. 5 of the Company s articles of association is deleted. The previous 4 para. 6 of the Company s articles of association is continued with unchanged wording as 4 para. 5 of the Company s articles of association. Page 4 of 14

5 7. Resolution on the reduction of the existing Contingent Capital 4 The existing Contingent Capital 4 serves the purpose to honour stock options under the SQS Stock Option Plan for Key Employees Under the SQS Stock Option Plan for Key Employees 2013, a maximum of 1,050,000 options can still be exercised. All other options which were granted have lapsed or cannot be exercised any more. The grant of additional options under the SQS Stock Option Plan for Key Employees 2013 is also not possible. Accordingly, there is no need to maintain the full Contingent Capital 4. As the Management Board and the Supervisory Board propose to adopt a new stock option plan (see item no 8, below), the Contingent Capital 4 shall be reduced to the amount still needed to honour the remaining options under the SQS Stock Option Plan for Key Employees The Management Board and the Supervisory Board propose to adopt the following resolutions: (a) The existing Contingent Capital 4 in an amount of EUR 1,300,000 (currently 4 para. 7 of the Company s articles of association) is reduced to an amount of 1,050,000. Apart therefrom, the existing Contingent Capital 4 shall remain unchanged. (b) 4 para. 7 of the Company s articles of association is renumbered to 4 para. 6 and its first sentence is amended as follows: The share capital of the Company is conditionally increased by EUR 1,050,000 by the issuance of up to 1,050,000 new registered non-par value shares ( Contingent Capital 4 ). Apart therefrom, the wording of the paragraph remains unchanged. 8. Resolution on the authorisation to Issue Option Rights to Management Board Members and Employees of SQS Software Quality Systems AG and to Managing Directors and Employees of Domestic and Foreign Companies affiliated with the Company for Subscription of Shares in SQS Software Quality Systems AG and Creation of a new Contingent Capital. The Management Board and the Supervisory Board propose to adopt the following resolutions: (a) The Management Board is authorized to grant, subject to approval of the Supervisory Board, pursuant to lit. b) until December 31, 2016, 24:00 Hours CET, under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 up to 700,000 option rights for subscription rights to shares in SQS Software Quality Systems AG with a validity period until, at the latest, May 31, Option rights for the Management Board Members of SQS Software Quality Systems AG are exclusively granted by the Supervisory Board. Each option right represents the right to subscribe to one share of SQS Software Quality Systems AG. Option rights will be granted exclusively to members of the Management Board of SQS Software Quality Systems AG ( Management Board Members ), employees (including executive employees) of SQS Software Quality Systems AG and its controlled domestic or foreign affiliated companies in the meaning of Section 15 et seqq. of the German Stock Corporations Act ( Employees ) and managing directors of SQS Software Quality Systems AG s controlled domestic or foreign affiliated companies in the Page 5 of 14

6 (b) meaning of Section 15 et seqq. of the German Stock Corporations Act ( Managers ). The shareholders do not have a subscription right. The following applies to the grant of option rights under the SQS Stock Option Plan for Management Board Members and Key Employees 2015: (aa) Option Rights, Subscription Rights (bb) (cc) The SQS Stock Option Plan for Management Board Members and Key Employees 2015 in total covers the grant of up to 700,000 option rights for subscription rights in shares of the Company. Each option right grants the right to receive one registered non-par value share of the Company, each share representing a pro rata share in the share capital of EUR 1.00, against the payment of the option price as defined below under (bb). The option rights for the Employees and the Managers are granted by the Management Board, subject to approval of the Supervisory Board. The option rights for the Management Board Members are exclusively granted by the Supervisory Board. Option Price The option rights are issued free of any consideration. The price payable upon the acquisition of an SQS Share following the exercise of an option right is an amount in EUR that shall be determined as follows: The Option Price is based on the average (mean) of the closing prices for Depositary Interests of the Company (ISIN DE ) on the AIM segment of the London Stock Exchange (hereinafter the AIM Trading ) determined in British Pound ( GBP ) on the last 20 trading days preceding the day of the offer to subscribe for the option rights as defined under (ee) ( Reference Price ), minus a deduction of 15% from the Reference Price. The amount so determined in GBP is converted into EUR, applying the conversion rate of EUR to GBP as of the last Bank Business Day prior to the beginning of the exercise period during which the exercise of the respective option right occurs, as published in the Handelsblatt or any other official gazette authorized by the Frankfurt Stock Exchange. The exercise price per share in the Company shall in any event not fall short of the pro-rata amount of the statutory capital of the Company attributable to the respective share. Option Holders Option rights are to be granted exclusively to individuals who, at the time of the grant, are Management Board Members, Employees or Managers. The determination of the selection criteria and the selection of the Employees and Managers eligible for option rights shall lie with the Management Board, subject to approval of the Supervisory Board. The determination and the selection in respect of option rights for Management Board Members shall exclusively lie with the Supervisory Board, taking into account that 100,000 option rights have already been promised, subject to and in accordance with corresponding resolutions by the shareholders meeting of the Company, to the chairman of the Management Board, Mr. Diedrik Vos. Management Board Members and employees (including executive employees) of the Company who at the same time hold a position as managing di- Page 6 of 14

7 (dd) (ee) rector or employee in one of the Company s affiliated companies shall only be granted option rights in one capacity, i.e. either in their capacity as Management Board Member or employee of the Company or in their capacity as managing director or employee of one of the Company s affiliated companies. Multiple grants of option rights are not permissible. If option rights are granted to members of the Management Board, this must be reported annually in the notes to the annual financial statements of the Company according to Section 283 No. 9 lit. a German Commercial Code. The same applies to option rights executed in the respective previous financial year. Authorisation Period, Basket and Division A total number of 700,000 option rights (the Maximum Number ) may be offered under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 until December 31, 2016, 24:00 Hours CET (hereinafter referred to as the Authorization Period ), in one or several tranches, it being understood that (i) (ii) (iii) up to 230,000 of the options rights can be allocated to Management Board Members, up to 20,000 of the options rights can be allocated to Managers, and up to 450,000 of the options rights can be allocated to Employees. Acquisition periods An offer of option rights for subscription can in each case only be made within two weeks after (i) the publication of the annual, semi-annual or quarterly financial results of the Company (hereinafter individually referred to as the Publication of Financial Results ) or (ii) the day of the annual general meeting of the Company. If the annual, semi-annual and quarterly results are published as part of the corresponding annual, semi-annual and quarterly business report as well as by means of an ad-hoc disclosure, by means of the publication of significant corporate news in line with the transparency requirements of the AIM-Market or any other applicable stock exchange rules or legal requirements, the respective earlier publication of the annual, semi-annual and quarterly financial figures shall be deemed the Publication of Financial Results. If option rights are offered for subscription, subscriptions may be made exclusively within a period of two weeks after the offer was made. If more than one option right is offered to an option holder, the option holder is entitled to subscribe for all or a portion of such option rights (but not to a fractional of an option right). The day on which the offer is made shall be deemed the first day of this two week-issuing period. Irrespective of the actual subscription date, any option rights offered during an issuing period and subscribed for by the option holder shall be deemed granted on the first day ( Award Date ) on which commercial banks in Cologne and London are generally open ( Bank Business Day ) after the expiration of such two weeks-issuing period. Page 7 of 14

8 (ff) (gg) (hh) Exercise of Options, Exercise Period and Waiting Period (Vesting Period) Option rights cannot be exercised prior to the lapse of the fourth anniversary of their Award Date, but in no event prior to the adoption of the consolidated financial statements of the Company for the third fiscal year that begins after the Award Date ( Vesting Period ). The option rights may, subject to further provisions, only be exercised on Bank Business Days and within a period of two weeks ( Exercise Period ) after a Publication of Financial Results, such period commencing as of the first Bank Business Day after a Publication of Financial Results. Option Rights can in no event be exercised after May 31, Should SQS receive an exercise declaration for options in periods during which the exercise of option rights is excluded pursuant to the SQS Stock Option Plan for Management Board Members and Key Employees 2015, the option rights referred to in the exercise declaration are deemed to be exercised in the next permitted Exercise Period. Thresholds Option rights may only be exercised if the average (mean) of the closing prices, determined in GBP, of depositary interests of SQS (ISIN DE ) on the AIM Trading on the London Stock Exchange during the last 20 trading days preceding the respective Exercise Period exceeds the Reference Price determined in GBP in accordance with the terms of the SQS Stock Option Plan for Management Board Members and Key Employees 2015 (see (bb) above) by at least 10%. Lapse Option rights under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 shall not be transferable except by statutory inheritance or succession by will. Option rights shall expire as follows: (i) (ii) 20% of all option rights originally granted to and subscribed by an option holder in one tranche expire if the Earnings per Share in the Business Year 1 do not exceed the Earnings per Share in the Business Year 0 by at least 10%; 20% of all option rights originally granted to and subscribed by an option holder in one tranche expire if the Earnings per Share in the Business Year 2 do not exceed the Earnings per Share in the Business Year 1 by at least 10%; (iii) 20% of all option rights originally granted to and subscribed by an option holder in one tranche expire if the Earnings per Share in the Business Year 3 do not exceed the Earnings per Share in the Business Year 2 by at least 10%; and (iv) 20% of all option rights originally granted to and subscribed by an option holder in one tranche expire if the Earnings per Share in the Busi- Page 8 of 14

9 (ii) ness Year 4 do not exceed the Earnings per Share in the Business Year 3 by at least 10%. The Business Year 1 is the business year of the Company in which the grant of the respective option rights to the option holder falls. The Business Year 0 is the business year of the Company preceding the Business Year 1. The Business Year 2 is the business year of the Company succeeding the Business Year 1. The Business Year 3 is the business year of the Company succeeding the Business Year 2. The Business Year 4 is the business year of the Company succeeding the Business Year 3. The Earnings per Share shall be the adjusted result per share shown in the annual report of the Company. In case of subsequent adjustments of the relevant consolidated annual accounts and/or the annual report, the adjusted value shall prevail. However, subsequent adjustments of the relevant consolidated annual accounts and/or the annual report which are made only after the exercise of option rights shall not be taken into account with respect to such exercised option rights. Option rights shall also expire if the employment or service relationship between the option holder and the Company or its affiliated companies, as the case may be, is terminated prior to the end of the Vesting Period by the company extraordinarily for behavioral cause or by the option holder himself (the relevant point in time being the receipt of the termination notice by the option holder or the relevant company), except for a termination for cause by the option holder. Furthermore, the SQS Stock Option Plan for Management Board Members and Key Employees 2015 may contain provisions that provide that option rights shall expire under certain conditions and that the Management Board with respect to option rights for Employees and Managers, subject to approval of the Supervisory Board, and the Supervisory Board with respect to option rights for Management Board Members, are entitled to permit the option holders or their heirs to continue exercising option rights even if such option rights have expired pursuant to the preceding paragraphs. Further provisions The SQS Stock Option Plan for Management Board Members and Key Employees 2015 may contain further provisions, in particular with respect to the protection against dilution in the event of a change of the Company s share capital. Furthermore, the SQS Stock Option Plan for Management Board Members and Key Employees 2015 may contain provisions applicable in the event of a change of control, a delisting or a squeeze-out as defined under sections 327a et seq. of the German Stock Corporation Act and 62 para. 5 of the German Reorganization Act and in particular the exercise of option rights for which the Vesting Period has expired in the run-of to a delisting, or to a squeeze-out which has been resolved by the shareholders meeting. The Management Board is, subject to approval of the Supervisory Board, authorized to determine at its reasonable discretion the provisions on the manner of the adjustment to be implemented as well as further details of the SQS Stock Option Plan for Management Board Members and Key Em- Page 9 of 14

10 ployees 2015 within the framework of the authorization given by the Annual General Meeting on May 27, 2015; the same applies mutatis mutandis to the Supervisory Board with respect to option rights granted to the Management Board Members. The Management Board is, subject to approval of the Supervisory Board, authorized to also determine further details of the terms for the issuance and definition of the option rights. The same applies mutatis mutandis to the Supervisory Board with respect to option rights granted to the Management Board Members. (c) The share capital of the Company is contingently increased by up to EUR 700,000 by the issuance of up to 700,000 new registered non-par value shares ( Contingent Capital 5 ). The contingent capital increase serves to grant subscription rights to members of the Management Board and employees of the Company as well as employees and managing directors of the Company s controlled domestic and foreign affiliated companies in the meaning of Section 15 et seqq. of the German Stock Corporations under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 in accordance with the resolutions adopted by this Annual General Meeting. The contingent capital increase will only be effected to the extent option rights are issued under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 and the holders of options exercise their option rights. The new shares will be entitled to dividends from the beginning of the fiscal year in which the shares are issued. The Management Board is authorized, subject to approval of the Supervisory Board, to determine the further implementation details of the contingent capital increase. If members of the Management Board are concerned, such determination right is reserved for the Supervisory Board. (d) 4 of the Company s articles of association is amended by a new paragraph 7 which reads as follows: The share capital of the Company is contingently increased by up to EUR 700,000 by the issuance of up to 700,000 new registered non-par value shares ( Contingent Capital 5 ). The contingent capital increase serves to grant subscription rights to the members of the Management Board and the employees of the Company as well as the employees and managing directors of the Company s controlled domestic and foreign affiliated companies in the meaning of Section 15 et seqq. of the German Stock Corporations Act under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 in accordance with the resolutions adopted by the Annual General Meeting held on May 27, The contingent capital increase will only be effected insofar as option rights are issued under the SQS Stock Option Plan for Management Board Members and Key Employees 2015 and the holders of options exercise their option rights. The new shares will be entitled to dividends from the beginning of the fiscal year in which the shares are issued. The Management Board is authorized, subject to approval of the Supervisory Board, to determine the further implementation details of the contingent capital increase. If members of the Management Board are concerned, such determination right is reserved for the Supervisory Board. Page 10 of 14

11 (e) The Supervisory Board is authorized to amend 4 paragraph 7 of the Company s articles of association in accordance with the use of the "Contingent Capital 5 from time to time. Total number of shares and voting rights At the time of the invitation of the Annual General Meeting, the Company s capital stock amounts to 30,562,679 shares of no par value, with each share entitling to one vote. The total number of voting rights thus amounts to 30,562,679. Prerequisites for attending the Annual General Meeting and for exercising the voting rights Shareholders are entitled to attend the Annual General Meeting and to exercise voting rights provided that they are registered in the share register (Aktienregister) on the day of the Annual General Meeting and provided that they have submitted timely notification of attendance at the Annual General Meeting. The notification of attendance must be received by the Company until the expiry of May 20, 2015 in text form (Textform, Section 126b German Civil Code) in German or English language at the following address: SQS Software Quality Systems AG c/o Computershare Operations Center Munich, Germany Telefax: +49 (0) The registrations in the share register on the day of the Annual General Meeting will correspond to the registrations which are confirmed as being registered on the expiry of May 20, 2015 (technical record date), since, for technical handling reasons, applications for the registration of transfers in the share register during the time period from May 21, 2015 through May 27, 2015, can only be processed and considered with a validity date as of May 28, Voting by power of attorney Shareholders may have their voting right and their other rights in the Annual General Meeting exercised by one or several authorized representatives. In case a shareholder authorizes more than one person, the Company may reject one or several of such persons. Here again, timely notification of attendance of the Annual General Meeting must be given as set out above. The granting of the power of attorney, its revocation and the evidence of the power of attorney visà-vis the Company must be made in text form (Textform, Section 126b German Civil Code), unless a bank, a stockholders association or any other equivalent institution or person pursuant to Section 135 para. 8 and 10 of the German Stock Corporation Act are to be granted a power of attorney to act as a representative. In text form, the power of attorney may be granted using the form which the Company keeps ready for such purpose or in any other discretionary way complying with the form requirement. The form will be sent to the shareholders if they have given notification of attendance in time. The granting of power of attorney may be proven, inter alia, by the representative presenting documention confirming his or her authorization in due form at the entry controls on the day of the Page 11 of 14

12 Annual General Meeting. Please use the following address for communicating proof of authorization to the Company in advance of the Annual General Meeting: SQS Software Quality Systems AG c/o Computershare Operations Center Munich Germany Telefax: +49 (0) The means of communication specified above will also be available for granting or revoking a power of representation by means of a declaration to the Company; in this case, a separate proof of authorization is not required. In case of granting a power of attorney to a bank, a stockholders association or any other equivalent institution or person pursuant to Sec. 135 para. 8 and 10 of the German Stock Corporation Act, statutory law does not require this to be done in text form. However, we would point out that, in such cases, the institutions or persons to be authorized may require a special form for the power of attorney as Sec. 135 para. 1 sentence 2 of the German Stock Corporation Act requires them to be able to verifiably establish their authorization. If you would like to authorize a bank, a stockholders association or any of the other equivalent institutions or persons pursuant to Section 135 para. 8 and 10 of the German Stock Corporation Act, please confer with such institution or person regarding an the possible form for the power of attorney in time. Voting representatives of the Company We offer our shareholders the opportunity to be represented at the Annual General Meeting by voting representatives designated by the Company. The voting representatives will vote on the shareholder s behalf exclusively on the basis of the shareholder s instructions. To the extent no instructions have been issued, the voting representatives will not be entitled to vote. The authorization of the voting representatives designated by the Company must be granted, revoked and evidenced to the Company, and instructions must be given and amended, by declaration to the Company in text form (Textform, Section 126 b German Civil Code). A form which can be used for the granting and revocation of the authorization will be sent to the shareholders if they have given notification of attendance at the Annual General Meeting in time. The powers of attorney and the instructions to the voting representatives designated by the Company must be issued, revoked (powers of attorney) or amended (instructions), respectively, in text form (Textform, Sec. 126 b German Civil Code) at the latest until the expiry of May 26, 2015 at the address SQS Software Quality Systems AG c/o Computershare Operations Center Munich Germany Telefax: +49 (0) The timely receipt at the aforementioned address is decisive. Page 12 of 14

13 Please note that the voting representatives designated by the Company will not accept instructions to make statements, to file objections against resolutions adopted by the Annual General Meeting, to raise questions or to submit motions. Special notes for the holders of depositary interests Holders of depositary interests should note that they are not entitled to exercise their voting rights in person at the Annual General Meeting, but, pursuant to the corresponding underlying contractual provisions, shall be represented by Computershare Company Nominees Ltd., which is bound by their instructions. In order to exercise the voting right, they should complete the relevant form, which will be made available to them by Computershare Company Nominees Ltd. The Pavillions Bridgewater Road Bristol BS99 6ZY Great Britain. The completed form should be returned to Computershare Company Nominees Ltd. at the address indicated above. To attend the Annual General Meeting, holders of depositary interests are requested to apply in text form for an admission ticket at SQS Software Quality Systems AG c/o Computershare Operations Center Munich Germany Telefax: +49 (0) The admission ticket does not entitle its holder to exercise the voting right or any other shareholder rights. Questions, countermotions and election proposals Inquiries regarding the Annual General Meeting as well as countermotions and election proposals of shareholders as defined in Sections 126 para. 1, 127 German Stock Corporation Act must without prejudice to the right of the shareholders to ask questions and to submit countermotions and election proposals at the Annual General Meeting - be sent to the following address. SQS Software Quality Systems AG Investor Relations Stollwerckstrasse Cologne Germany Fax: +49 (0) Page 13 of 14

14 Countermotions and election proposals which are to be made accessible as well as any statements of the management relating thereto will be published on the Internet under: Cologne, April 2015 The Management Board Page 14 of 14

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