Qualified Majority

Approval of resolutions considered especially important requires the support of a qualified majority. In this case a proposal that has been supported by at least two thirds (2/3) of the votes cast and the shares represented at the meeting shall constitute the resolution. Hence, also passive shareholders have an effect on the result of the voting by their mere presence.

The following decisions shall be made by qualified majority:

• amendment of the articles of association;

• directed share issue;

• issue of option rights and other special rights entitling to shares;

• acquisition and redemption of own shares in a public company;

• directed acquisition of own shares;

• merger;

• demerger;

• placement into liquidation and termination of liquidation of the company.

If the company has several series of shares, as an additional requirement for the validity of certain decisions the resolution needs to be supported by a qualified majority within each of the series of shares represented at the meeting. Resolutions to which this requirement applies are a merger in a merging company, a demerger in a demerging company, placement into liquidation of the company and termination of liquidation of the company.

A decision on an amendment of the articles of association to the effect that series of shares are combined or the rights of an entire series of shares are otherwise reduced shall be made by qualified majority. As additional requirements for the validity of such a resolution the resolution needs to be supported by a qualified majority within each of the series of shares represented at the meeting and consent needs to be obtained from a majority within each series of shares whose rights are to be reduced.

The majority requirements of the Limited Liability Companies Act are minimum requirements, i.e. they may only be tightened by a provision in the articles of association.