Profit appropriation pursuant to the articles of association

Under the company's articles of association, holders of the cumulative preference shares are entitled annually to a 3% preference dividend. This percentage is revised every new regulation period. The distribution of this preference dividend is at the discretion of the Board of Management, subject to the approval of the Supervisory Board. If the Board of Management resolves not to distribute the preference dividend, it must be added to the preference profit reserve.

Article 29.11 of the articles of association stipulates that until 31 December 2033, a different dividend policy applies for each of the financial years 2023 to 2032. For this period, the shareholders’ covenant sets out the following rules regarding profit appropriation in relation to the profit available for distribution after application of articles 29.3 to 29.9 of the articles of association:

  1. Of the profit up to and including an amount of EUR 20,000,000, 10% will be added to the ordinary profit reserve.

  2. In addition to the reservation pursuant to point 1, the following applies:

    1. If the profit exceeds EUR 20,000,000 but does not exceed EUR 100,000,000, 70% of the excess above EUR 20,000,000 will be added to the ordinary profit reserve.

    2. If the profit exceeds EUR 100,000,000, the following will be added to the ordinary profit reserve:

      1. 70% of EUR 80,000,000 (being the excess above EUR 20,000,000 up to EUR 100,000,000); and

      2. 82% of the excess above EUR 100,000,000.

  3. Any profit that is not to be reserved as stipulated under points 1 and 2 is at the disposal of the General Meeting of Shareholders.

  4. The reservation referred to under points 1 and 2 will be carried out by the Board of Management (without requiring the approval of the Supervisory Board) by exercising the authority to reserve set out in article 29.11 of the articles of association as it applies up to and including 31 December 2033.

After 31 December 2033, the dividend policy will revive under which the Board of Management, with the approval of the Supervisory Board, may add a portion equal to no more than half of the profit available for distribution after application of articles 29.3 to 29.9 of the articles of association to the reserves. The remaining portion is at the disposal of the General Meeting of Shareholders. Following approval by the Supervisory Board, the Board of Management will put forward a proposal to the General Meeting of Shareholders for the remaining amount. The General Meeting of Shareholders can decide to distribute all or part of the remaining portion. Undistributed profit is added to the reserves.