German Corporate Governance Code

as amended on June 12, 2006

(convenience translation)

Government Commission
German Corporate Governance Code
 German Corporate Governance Code

1. Foreword 1

This German Corporate Governance Code (the "Code") presents essential statutory regulations
for the management and supervision (governance) of German listed companies and contains
internationally and nationally recognized standards for good and responsible governance. The
Code aims at making the German Corporate Governance system transparent and understandable.
Its purpose is to promote the trust of international and national investors, customers, employees
and the general public in the management and supervision of listed German stock corporations.

The Code clarifies the rights of shareholders, who provide the company with the required equity
capital and who carry the entrepreneurial risk.

A dual board system is prescribed by law for German stock corporations:

The Management Board is responsible for managing the enterprise. Its members are jointly
accountable for the management of the enterprise. The Chairman of the Management Board
coordinates the work of the Management Board.

The Supervisory Board appoints, supervises and advises the members of the Management
Board and is directly involved in decisions of fundamental importance to the enterprise. The
chairman of the Supervisory Board coordinates the work of the Supervisory Board.

The members of the Supervisory Board are elected by the shareholders at the General
Meeting. In enterprises having more than 500 or 2000 employees in Germany, employees
are also represented in the Supervisory Board, which then is composed of employee
representatives to one third or to one half respectively. For enterprises with more than 2000
employees, the Chairman of the Supervisory Board, who, for all practical purposes, is a
representative of the shareholders, has the casting vote in the case of split resolutions. The
representatives elected by the shareholders and the representatives of the employees are
equally obliged to act in the enterprise's best interests.

In practice the dual board system, also established in other continental European countries, and
the internationally widespread system of management by a single management body (Board of
Directors) converge because of the intensive interaction of the Management Board and the
Supervisory Board, both being likewise successful.
 German Corporate Governance Code

The accounting standards of German enterprises are oriented on the “true and fair view” 2
principle and represent a fair picture of the actual conditions of the asset, financial and earnings
situations of the enterprise.

The recommendations of the Code are marked in the text by use of the word "shall".
Companies can deviate from them, but are then obliged to disclose this annually. This enables
companies to reflect sector and enterprise-specific requirements. Thus, the Code contributes to
more flexibility and more self-regulation in the German corporate constitution. Furthermore, the
Code contains suggestions which can be deviated from without disclosure; for this the Code
uses terms such as “should” or “can”. The remaining passages of the Code not marked by these
terms contain provisions that enterprises are compelled to observe under applicable law.

For Code stipulations relating to not only the listed company itself but also its group companies,
the term “enterprise” is used instead of "company".

Primarily, the Code addresses listed corporations. It is recommended that non-listed companies
also respect the Code.

As a rule the Code will be reviewed annually against the background of national and
international developments and be adjusted, if necessary.
 German Corporate Governance Code

2. Shareholders and the General Meeting

3
2.1 Shareholders

2.1.1 Shareholders exercise their rights at the General Meeting and vote there.

2.1.2 In principle, each share carries one vote. There are no shares with multiple voting rights,
preferential voting rights (golden shares) or maximum voting rights.

2.2 General Meeting

2.2.1 The Management Board submits to the General Meeting the Annual Financial
Statements and the Consolidated Financial Statements. The General Meeting resolves on
the appropriation of net income and the discharge of the acts of the Management Board
and of the Supervisory Board. It elects the shareholders' representatives to the
Supervisory Board and, as a rule, the auditors.

Furthermore, the General Meeting resolves on the Articles of Association, the purpose of
the company, amendments to the Articles of Association and essential corporate
measures such as, in particular, inter-company agreements and transformations, the
issuing of new shares and, in particular, of convertible bonds and bonds with warrants,
and the authorization to purchase own shares.

2.2.2 When new shares are issued, shareholders, in principle, have pre-emptive rights
corresponding to their share of the equity capital.

2.2.3 Each shareholder is entitled to participate in the General Meeting, to take the floor on
matters on the agenda and to submit materially relevant questions and proposals.

2.2.4 The chair of the meeting provides for the expedient running of the General Meeting. In
this, the chair should be guided by the fact that an ordinary general meeting is completed
after 4 to 6 hours at the latest.

2.3 Invitation to the General Meeting, Proxies

2.3.1 At least once a year the shareholders' General Meeting is to be convened by the
Management Board giving details of the agenda. A quorum of shareholders is entitled to
demand the convening of a General Meeting and the extension of the agenda. The
Management Board shall not only provide the reports and documents, including the
Annual Report, required by law for the General Meeting, and send them to shareholders
upon request, but shall also publish them on the company's Internet site together with the
agenda.
 German Corporate Governance Code

4
2.3.2 The company shall inform all domestic and foreign shareholders, shareholders'
associations and financial services providers, who, in the preceding 12 months, have
requested such notification, of the convening of the General Meeting together with the
convention documents, upon request, also using electronic channels.

2.3.3 The company shall facilitate the personal exercising of shareholders' voting rights. The
company shall also assist the shareholders in the use of proxies. The Management Board
shall arrange for the appointment of a representative to exercise shareholders' voting
rights in accordance with instructions; this representative should also be reachable during
the General Meeting.

2.3.4 The company should make it possible for shareholders to follow the General Meeting
using modern communication media (e.g. Internet).

3. Cooperation between Management Board and Supervisory

Board

3.1 The Management Board and Supervisory Board cooperate closely to the benefit of the
enterprise.

3.2 The Management Board coordinates the enterprise's strategic approach with the
Supervisory Board and discusses the current state of strategy implementation with the
Supervisory Board in regular intervals.

3.3 For transactions of fundamental importance, the Articles of Association or the

Supervisory Board specify provisions requiring the approval of the Supervisory Board.
They include decisions or measures which fundamentally change the asset, financial or
earnings situations of the enterprise.

3.4 Providing sufficient information to the Supervisory Board is the joint responsibility of
the Management Board and Supervisory Board.

The Management Board informs the Supervisory Board regularly, without delay and
comprehensively, of all issues important to the enterprise with regard to planning,
business development, risk situation and risk management. The Management Board
points out deviations of the actual business development from previously formulated
plans and targets, indicating the reasons therefor.
 German Corporate Governance Code

The Supervisory Board shall specify the Management Board's information and reporting 5
duties in more detail. The Management Board's reports to the Supervisory Board are, as
a rule, to be submitted in writing (including electronic form). Documents required for
decisions, in particular, the Annual Financial Statements, the Consolidated Financial
Statements and the Auditors' Report are to be sent to the members of the Supervisory
Board, to the extent possible, in due time before the meeting.

3.5 Good corporate governance requires an open discussion between the Management Board
and Supervisory Board as well as among the members within the Management Board
and the Supervisory Board. The comprehensive observance of confidentiality is of
paramount importance for this.

All board members ensure that the staff members they employ observe the
confidentiality obligation accordingly.

3.6 In Supervisory Boards with codetermination, representatives of the shareholders and of

the employees should prepare the Supervisory Board meetings separately, possibly with
members of the Management Board.

If necessary, the Supervisory Board should meet without the Management Board.

3.7 In the event of a takeover offer, the Management Board and Supervisory Board of the
target company must submit a statement of their reasoned position so that the
shareholders can make an informed decision on the offer.

After the announcement of a takeover offer, the Management Board may not take any
actions outside the ordinary course of business that could prevent the success of the offer
unless the Management Board has been authorized by the General Meeting or the
Supervisory Board has given its approval. In making their decisions, the Management
and Supervisory Boards are bound to the best interests of the shareholders and of the
enterprise.

In appropriate cases the Management Board should convene an extraordinary General

Meeting at which shareholders discuss the takeover offer and may decide on corporate
actions.

3.8 The Management Board and Supervisory Board comply with the rules of proper
corporate management. If they violate the due care and diligence of a prudent and
conscientious Managing Director or Supervisory Board member, they are liable to the
company for damages.
 German Corporate Governance Code

If the company takes out a D&O (directors and officers' liability insurance) policy for the 6
Management Board and Supervisory Board, a suitable deductible shall be agreed.

3.9 Extending loans from the enterprise to members of the Management and Supervisory
Boards or their relatives requires the approval of the Supervisory Board.

3.10 The Management Board and Supervisory Board shall report each year on the enterprise's
Corporate Governance in the Annual Report (Corporate Governance Report). This
includes the explanation of possible deviations from the recommendations of this Code.
Comments can also be provided on the Code’s suggestions. The company shall keep
previous declarations of conformity with the Code available for viewing on its website
for five years.

4. Management Board

4.1 Tasks and Responsibilities

4.1.1 The Management Board is responsible for independently managing the enterprise. In
doing so, it is obliged to act in the enterprise's best interests and undertakes to increase
the sustainable value of the enterprise.

4.1.2 The Management Board develops the enterprise's strategy, coordinates it with the
Supervisory Board and ensures its implementation.

4.1.3 The Management Board ensures that all provisions of law are abided by and works to
achieve their compliance by group companies.

4.1.4 The Management Board ensures appropriate risk management and risk controlling in the
enterprise.

4.2 Composition and Compensation

4.2.1 The Management Board shall be comprised of several persons and have a Chairman or
Spokesman. Terms of Reference shall regulate the allocation of areas of responsibility
and the cooperation in the Management Board.

4.2.2 At the proposal of the committee dealing with Management Board contracts, the full
Supervisory Board shall discuss and regularly review the structure of the Management
Board compensation system.
 German Corporate Governance Code

Compensation of the members of the Management Board is determined by the

Supervisory Board at an appropriate amount based on a performance assessment in
considering any payments by group companies. Criteria for determining the 7
appropriateness of compensation are, in particular, the tasks of the respective member of
the Management Board, his personal performance, the performance of the Management
Board as well as the economic situation, the performance and outlook of the enterprise
taking into account its peer companies.

4.2.3 The total compensation of management board members comprises the monetary
compensation elements, pension awards, other awards, especially in the event of
termination of activity, fringe benefits of all kinds and benefits by third parties which
were promised or granted in the fiscal year with regard to management board work.

The monetary compensation elements shall comprise fixed and variable elements. The
variable compensation elements should include one-time and annually-payable
components linked to the business performance as well as long-term incentives
containing risk elements. All compensation components must be appropriate, both
individually and in total.

In particular, company stocks with a multi-year blocking period, stock options or com-
parable instruments (e.g. phantom stocks) serve as variable compensation components
with long-term incentive effect and risk elements. Stock options and comparable in-
struments shall be related to demanding, relevant comparison parameters. Changing
such performance targets or the comparison parameters retroactively shall be excluded.
For extraordinary, unforeseen developments a possibility of limitation (Cap) shall be
agreed for by the Supervisory Board.

The Chairman of the Supervisory Board shall outline the salient points of the
compensation system and any changes thereto to the General Meeting.

4.2.4 The total compensation of each member of the Management Board is to be disclosed by
name, divided into non-performance-related, performance-related and long-term
incentive components, unless decided otherwise by the General Meeting by three-
quarters majority.

4.2.5 Disclosure shall be made in a compensation report which as part of the Corporate
Governance Report describes the compensation system for Management Board members
in a generally understandable way.

The presentation of the concrete form of a stock option plan or comparable schemes for
components with a long-term incentive effect and risk character shall include the value
thereof. In the case of pension plans, the allocation to accrued pension liabilities or
pension funds shall be stated each year.
 German Corporate Governance Code

The substantive content of severance awards for Management Board members shall be
disclosed if in legal terms the awards differ not insignificantly from the awards granted
to employees. The compensation report shall also include information on the nature of 8
the fringe benefits provided by the company.

4.3 Conflicts of Interest

4.3.1 During their employment for the enterprise, members of the Management Board are
subject to a comprehensive non-competition obligation.

4.3.2 Members of the Management Board and employees may not, in connection with their
work, demand nor accept from third parties payments or other advantages for themselves
or for any other person nor grant third parties unlawful advantages.

4.3.3 Members of the Management Board are bound by the enterprise's best interests. No
member of the Management Board may pursue personal interests in his decisions or use
business opportunities intended for the enterprise for himself.

4.3.4 All members of the Management Board shall disclose conflicts of interest to the
Supervisory Board without delay and inform the other members of the Management
Board thereof. All transactions between the enterprise and the members of the
Management Board as well as persons they are close to or companies they have a
personal association with must comply with standards customary in the sector. Important
transactions shall require the approval of the Supervisory Board.

4.3.5 Members of the Management Board shall take on sideline activities, especially
Supervisory Board mandates outside the enterprise, only with the approval of the
Supervisory Board.

5. Supervisory Board

5.1 Tasks and Responsibilities

5.1.1 The task of the Supervisory Board is to advise regularly and supervise the Management
Board in the management of the enterprise. It must be involved in decisions of
fundamental importance to the enterprise.
 German Corporate Governance Code

5.1.2 The Supervisory Board appoints and dismisses the members of the Management Board.
Together with the Management Board it shall ensure that there is a long-term succession 9
planning. The Supervisory Board can delegate preparations for the appointment of
members of the Management Board to a committee, which also determines the
conditions of the employment contracts including compensation.

For first time appointments the maximum possible appointment period of five years
should not be the rule. A re-appointment prior to one year before the end of the
appointment period with a simultaneous termination of the current appointment shall
only take place under special circumstances. An age limit for members of the
Management Board shall be specified.

5.1.3 The Supervisory Board shall issue Terms of Reference.

5.2 Tasks and Authorities of the Chairman of the Supervisory Board

The Chairman of the Supervisory Board coordinates work within the Supervisory Board,
chairs its meetings and attends to the affairs of the Supervisory Board externally.

The Chairman of the Supervisory Board shall also chair the committees that handle
contracts with members of the Management Board and prepare the Supervisory Board
meetings. He should not be Chairman of the Audit Committee.

The Chairman of the Supervisory Board shall regularly maintain contact with the
Management Board, in particular, with the Chairman or Spokesman of the Management
Board and consult with him on strategy, business development and risk management of
the enterprise. The Chairman of the Supervisory Board will be informed by the
Chairman or Spokesman of the Management Board without delay of important events
which are essential for the assessment of the situation and development as well as for the
management of the enterprise. The Chairman of the Supervisory Board shall then inform
the Supervisory Board and, if required, convene an extraordinary meeting of the
Supervisory Board.

5.3 Formation of Committees

5.3.1 Depending on the specifics of the enterprise and the number of its members, the
Supervisory Board shall form committees with sufficient expertise. They serve to
increase the efficiency of the Supervisory Board's work and the handling of complex
issues. The respective committee chairmen report regularly to the Supervisory Board on
the work of the committees.
 German Corporate Governance Code

5.3.2 The Supervisory Board shall set up an Audit Committee which, in particular, handles
issues of accounting and risk management, the necessary independence required of the
auditor, the issuing of the audit mandate to the auditor, the determination of auditing 10
focal points and the fee agreement. The chairman of the Audit Committee shall have
specialist knowledge and experience in the application of accounting principles and
internal control processes. He should not be a former member of the Management Board
of the company.

5.3.3 The Supervisory Board can delegate other subjects to be handled by one or several
committees. These subjects include the strategy of the enterprise, the compensation of
the members of the Management Board, investments and financing.

5.3.4 The Supervisory Board can arrange for committees to prepare Supervisory Board
meetings and to take decisions in place of the Supervisory Board.

5.4 Composition and Compensation

5.4.1 For nominations for the election of members of the Supervisory Board, care shall be
taken that the Supervisory Board, at all times, is composed of members who, as a whole,
have the required knowledge, abilities and expert experience to properly complete their
tasks and are sufficiently independent. The international activities of the enterprise,
potential conflicts of interest and an age limit to be specified for the members of the
Supervisory Board shall be taken into account.

5.4.2 To permit the Supervisory Board's independent advice and supervision of the
Management Board, the Supervisory Board shall include what it considers an adequate
number of independent members. A Supervisory Board member is considered
independent if he/she has no business or personal relations with the company or its
Management Board which cause a conflict of interests. Not more than two former
members of the Management Board shall be members of the Supervisory Board and
Supervisory Board members shall not exercise directorships or similar positions or
advisory tasks for important competitors of the enterprise.

5.4.3 Elections to the Supervisory Board shall be made on an individual basis. An applica-
tion for the judicial appointment of a Supervisory Board member shall be limited in
time up to the next annual general meeting. Proposed candidates for the Supervisory
Board chair shall be announced to the shareholders.

5.4.4 It shall not be the rule for the former Management Board chairman or a Management
Board member to become Supervisory Board chairman or the chairman of a
Supervisory Board committee. If this is intended, special reasons shall be presented to
the annual general meeting.
 German Corporate Governance Code

5.4.5 Every member of the Supervisory Board must take care that he/she has sufficient time to
perform his/her mandate. Members of the Management Board of a listed company shall 11
not accept more than a total of five Supervisory Board mandates in non-group listed
companies.

5.4.6 The election or re-election of members of the Supervisory Board at different dates and
for different periods of office enables changing requirements to be taken into account.

5.4.7 Compensation of the members of the Supervisory Board is specified by resolution of the
General Meeting or in the Articles of Association. It takes into account the
responsibilities and scope of tasks of the members of the Supervisory Board as well as
the economic situation and performance of the enterprise. Also to be considered here
shall be the exercising of the Chair and Deputy Chair positions in the Supervisory Board
as well as the chair and membership in committees.

Members of the Supervisory Board shall receive fixed as well as performance-related

compensation. Performance-related compensation should also contain components based
on the long-term performance of the enterprise.

The compensation of the members of the Supervisory Board shall be reported

individually in the Corporate Governance Report, subdivided according to components.
Also payments made by the enterprise to the members of the Supervisory Board or
advantages extended for services provided individually, in particular, advisory or agency
services shall be listed separately in the Corporate Governance Report.

5.4.8 If a member of the Supervisory Board took part in less than half of the meetings of the
Supervisory Board in a financial year, this shall be noted in the Report of the
Supervisory Board.

5.5 Conflicts of Interest

5.5.1 All members of the Supervisory Board are bound by the enterprise's best interests. No
member of the Supervisory Board may pursue personal interests in his/her decisions or
use business opportunities intended for the enterprise for himself/herself.

5.5.2 Each member of the Supervisory Board shall inform the Supervisory Board of any
conflicts of interest which may result from a consultant or directorship function with
clients, suppliers, lenders or other business partners.
 German Corporate Governance Code

5.5.3 In its report, the Supervisory Board shall inform the General Meeting of any conflicts of
interest which have occurred together with their treatment. Material conflicts of interest 12
and those which are not merely temporary in respect of the person of a Supervisory
Board member shall result in the termination of his mandate.

5.5.4 Advisory and other service agreements and contracts for work between a member of the
Supervisory Board and the company require the Supervisory Board's approval.

5.6 Examination of Efficiency

The Supervisory Board shall examine the efficiency of its activities on a regular basis.

6. Transparency

6.1 The Management Board must disclose insider information directly relating to the
company without delay unless it is exempted from the disclosure requirement in an
individual case.

6.2 As soon as the company becomes aware of the fact that an individual acquires, exceeds
or falls short of 5, 10, 25, 50 or 75% of the voting rights in the company by means of a
purchase, sale or any other manner, the Management Board will disclose this fact
without delay.

6.3 The company's treatment of all shareholders in respect of information must be equal. All
new facts made known to financial analysts and similar addressees shall also be
disclosed to the shareholders by the company without delay.

6.4 The company shall use suitable communication media, such as the Internet, to inform
shareholders and investors in a prompt and uniform manner.

6.5 Any information which the company discloses abroad in line with corresponding capital
market law provisions shall also be disclosed domestically without delay.

6.6 The purchase or sale of shares in the company or of related financial instruments, in
particular derivatives, by members of the Management Board and Supervisory Board of
the company or other persons with management duties who regularly have access to
insider information on the company and are authorized to take material entrepreneurial
decisions, as well as by parties closely related to them, must be reported by them without
delay to the company. The reporting requirement relates to purchase and sale
transactions exceeding 5,000 euros in a calendar year. The company must publish the
disclosure without delay.
 German Corporate Governance Code

The ownership of shares in the company or related financial instruments by Management

Board and Supervisory Board members shall be reported if these directly or indirectly
exceed 1% of the shares issued by the company. If the entire holdings of all members of 13
the Management Board and Supervisory Board exceed 1% of the shares issued by the
company, these shall be reported separately according to Management Board and
Supervisory Board.

All the aforesaid disclosures shall be included in the Corporate Governance Report.

6.7 As part of regular information policy, the dates of essential regular publications
(including the Annual Report, interim reports, General Meeting) shall be published
sufficiently in advance in a "financial calendar."

6.8 Information on the enterprise which the company discloses shall also be accessible via
the company's Internet site. The Internet site shall be clearly structured. Publications
should also be in English.

7. Reporting and Audit of the Annual Financial Statements

7.1 Reporting

7.1.1 Shareholders and third parties are mainly informed by the Consolidated Financial
Statements. They shall be informed during the financial year by means of interim
reports. The Consolidated Financial Statements and interim reports shall be prepared
under observance of internationally recognised accounting principles. For corporate law
purposes (calculation of dividend, shareholder protection), Annual Financial Statements
will be prepared according to national regulations (German Commercial Code), which
also form the basis for taxation.

7.1.2 The Consolidated Financial Statements must be prepared by the Management Board and
examined by the auditor and Supervisory Board. In addition, the Financial Reporting
Enforcement Panel and the Federal Financial Supervisory Authority are authorized to
check that the Consolidated Financial Statements comply with the applicable accounting
regulations (enforcement). The Consolidated Financial Statements shall be publicly
accessible within 90 days of the end of the financial year; interim reports shall be
publicly accessible within 45 days of the end of the reporting period.

7.1.3 The Corporate Governance Report shall contain information on stock option
programmes and similar securities-based incentive systems of the company.

7.1.4 The company shall publish a list of third party companies in which it has a shareholding
that is not of minor importance for the enterprise. The trading portfolios of banks and
financial services companies, on which voting rights are not exercised, are disregarded in
 German Corporate Governance Code

this context. The following shall be provided: name and headquarters of the company,
the amount of the shareholding, the amount of equity and the operating result of the past 14
financial year.

7.1.5 Notes on the relationships with shareholders considered to be "related parties" pursuant
to the applicable accounting regulations shall be provided in the Consolidated Financial
Statements.

7.2 Audit of Annual Financial Statements

7.2.1 Prior to submitting a proposal for election, the Supervisory Board or, respectively, the
Audit Committee shall obtain a statement from the proposed auditor stating whether, and
where applicable, which business, financial, personal and other relationships exist
between the auditor and its executive bodies and head auditors on the one hand, and the
enterprise and the members of its executive bodies on the other hand, that could call its
independence into question. This statement shall include the extent to which other
services were performed for the enterprise in the past year, especially in the field of
consultancy, or which are contracted for the following year.

The Supervisory Board shall agree with the auditor that the Chairman of the Supervisory
Board will be informed immediately of any grounds for disqualification or impartiality
occurring during the audit, unless such grounds are eliminated immediately.

7.2.2 The Supervisory Board commissions the auditor to carry out the audit and concludes an
agreement on the latter's fee.

7.2.3 The Supervisory Board shall arrange for the auditor to report without delay on all facts
and events of importance for the tasks of the Supervisory Board which arise during the
performance of the audit.

The Supervisory Board shall arrange for the auditor to inform it and/or note in the
Auditor's Report if, during the performance of the audit, the auditor comes across facts
which show a misstatement by the Management Board and Supervisory Board on the
Code.

7.2.4 The auditor takes part in the Supervisory Board's deliberations on the Annual Financial
Statements and Consolidated Financial Statements and reports on the essential results of
its audit.