The Board of Management and the Supervisory Board have jointly resolved to submit to the shareholders at the Annual General Meeting to be held on 31 May 2007 the following proposals to be voted on and have published this in today’s invitation.

Under no. 9 of the Agenda Items: Resolution on the increase in the registered share capital from Company funds and on the amendment of Section 4 of the Articles of Association (Registered share capital)

The Company has capital and profit reserves of significant amount. To ensure a company strategy oriented on the long term and to sustainably expand the registered share capital base, the Board of Management and the Supervisory Board deem it expedient to increase the registered share capital from Company funds by a reasonable amount.

The Board of Management and the Supervisory Board propose to adopt the following resolutions:

a)  The share capital of the Company in the amount of € 51,840,000.00, in accordance with the provisions of the Stock Corporation Act on capital increases from company funds (Sections 207 et seq. AktG), shall be increased by € 207,360,000.00 to € 259,200,000.00 by conversion of a partial amount of € 207,360.000.00 of ‘other retained earnings’ stated in the annual balance sheet at 31 December 2006 under ‘retained earnings’ into registered share capital. The capital increase shall take place without the issue of new shares; it shall be based on the approved annual balance sheet at 31 December 2006 which is provided with an unqualified auditor’s report by the Company’s auditors, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.

b) With the taking effect of the registration of the aforementioned capital increase resolution, Section 4 sentence 1 of the Articles of Association (Registered share capital) is restated as follows:

“The Company’s registered share capital amounts to € 259,200,000.00 (in words: two hundred and fifty-nine million two hundred thousand euros).”

Under no. 10 of the Agenda Items: Resolution on the re-division of the registered share capital (stock split) and the amendment of Section 4 of the Articles of Association (Registered share capital)

After resolution and execution of the capital increase from Company funds proposed under Agenda Item 9, the Company’s registered share capital will amount to € 259,200,000.00 and will be divided into 51,840,000 ordinary shares. Each of the 51,840,000 shares will then have a nominal value in the registered share capital of € 5.00.

In view of the liquidity of the share and an even broader group of investors, the Board of Management and the Supervisory Board propose a re-division of the registered share capital (stock split) in a ratio of 1:2. This doubles the number of shares without any new funds being allocated to the Company. A stock split as a rule results in the stock market price for a single share of the Company being reduced nominally without the Company’s stock market value being thereby decreased. After re-division of the share capital a single share’s nominal value in the registered share capital amounts to € 2.50.

The Board of Management and the Supervisory Board propose to adopt the following resolutions:

a) After recording of the capital increase resolution pursuant to Agenda Item 9 in the commercial register, the registered share capital of the Company pursuant to Section 4 sentence 1 of the Articles of Association in the amount of € 259,200,000.00, divided into 51,840,000 non-par bearer shares, shall be re-divided into 103,680,000 non-par bearer shares by way of a stock split in the ratio of 1:2. One non-par share having a pro rata value in the registered share capital of € 5.00 shall thus be replaced by two non-par shares having a pro rata value in the Company’s share capital of € 2.50 attributable to one share.

b) After recording of the capital increase resolution pursuant to Agenda Item 9 in the commercial register, Section 4 sentence 2 of the Articles of Association (Registered share capital) shall be amended under lit. a) pursuant to the foregoing resolution and restated as follows:

“It is divided into 103,680,000 no-par shares.”

c) The Board of Management is instructed to notify the amendment to the Articles of Association under the foregoing lit. b) for recording in the commercial register only when the capital increase from company funds resolved under Agenda Item 9 has been recorded in the commercial register.