Amendment of the Articles of Association

The general meeting of shareholders decides upon an amendment of the articles of association. The decision is valid only if it is supported by no less than a majority of two-thirds of the votes and shares present at the meeting (“qualified majority”). In certain special cases, e.g. when increasing the shareholders’ payment liabilities, a consent of all shareholders is, however, required.

The decision concerning an amendment of the articles of association shall be notified to be registered with the Trade Register without delay. The amendment becomes effective only after the registration authority has examined and thereafter registered it. Notification for entry into the Trade Register is thus not sufficient but the new articles of association may be observed only from the date of registration.

In case an amendment regarding the share capital, its maximum or minimum amount or the nominal value of a share requires the registered share capital to be increased or decreased, the decision concerning such amendment shall, notwithstanding the aforementioned, be notified for registration and be registered only simultaneously with the increase or decrease.