Notes on shareholders' right to information (section 131 AktG)
Shareholders' right to information pursuant to section 131 AktG

Each shareholder will upon request be provided with information at the shareholders’ meeting by the management board regarding the company’s affairs, the company’s legal and business relations with any affiliated enterprise and the outlook of the group and the enterprises included in the consolidated financial statement, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda and provided that the management is not entitled to deny the provision of information.

The relevant statutory provision reads as follows:

§ 131 Right of Shareholders to Information

(1) Each shareholder shall upon request be provided with information at the shareholders’ meeting by the management board regarding the company’s affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company’s legal and business relations with any affiliated enterprise. If a company makes use of the simplified procedure pursuant to § 266(1) sentence 3, § 276 or § 288 of the Commercial Code, each shareholder may request that the annual financial statements be presented to him at the shareholders’ meeting on such annual financial statements in the form which would have been used if such provisions on simplified procedure were not applied. A parent enterprise’s (§ 290(1) and (2) of the Commercial Code) management board’ duty to inform in the shareholders meeting that considers the consolidated financial statement and consolidated management report shall extend to the outlook of the group and the enterprises included in the consolidated financial statement.

(2) The information provided shall comply with the principles of conscientious and accurate accounting. The articles of association or the rules of internal procedure pursuant to § 129 may authorize the chairman of the shareholders’ meeting to appropriately limit the time allocated to questions and speeches by shareholders and to determine the particulars in more detail.

(3) The management board may refuse to provide information:

1. to the extent that providing such information is, according to sound business judgment, likely to cause material damage to the company or an affiliated enterprise;

2. to the extent that such information relates to tax valuations or the amount of certain taxes;

3. with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the shareholders’ meeting is to approve the annual financial statements;

4. with regard to the methods of classification and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company’s assets, financial position and profitability within the meaning of § 264 (2) of the Commercial Code; the foregoing shall not apply if the shareholders’ meeting is to approve the annual financial statements;

5. if provision thereof would render the management board criminally liable.
The provision of information may not be refused for other reasons.

6. if the case of a bank or financial services institution information about the applied balance sheet and valuation methods or calculations made in the annual financial statements need not be given.

7. if the information is made continually available on the company’s internet website for at least seven days before the beginning and during the shareholders meeting.
The provision of information may not be denied for other reasons.

(4) If information has been provided outside a shareholders’ meeting to a shareholder by reason of his status as a shareholder, such information shall upon request be provided to any other shareholder at the shareholders’ meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The management board may not refuse to provide such information on the grounds of (3) sentence 1 Nos. 1 to 4. Sentences 1 and 2 shall not apply if a subsidiary (§290(1), (2) of the Commercial Code), a cooperative enterprise (§ 310 (1) of the Commercial Code) or an affiliate (§ 311(1) of the Commercial Code) provides the information to a parent company (§ 290(1), (2) of the Commercial Code) for the purpose of inclusion in the consolidated annual financial statement of the parent company and the information is required for this purpose.

(5) A shareholder who has been denied information may request that his question and the reason for which the information was denied be recorded in the minutes of the meeting.