Under agenda item 5a, it is proposed to amend the Articles of Association in relation to the Cumulative Preference Shares A. The changes are such that the dividend percentage of the Preference Shares will every year be based upon the dividend yield of the ordinary shares in the preceding year. We have no concerns over the proposed amendment, we consider the proposed return on the Cumprefs A to be fair. We recommend approval.
Under agenda item 10b, it is proposed to authorize the Management Board for a period of 18 months to restrict or exclude the pre-emptive rights allowed to shareholders in respect of the issue of shares. The authorisation to issue 10% of the share capital plus an additional 10% of the share capital without pre-emption rights in connection with mergers or acquisitions exceeds our guidelines (maximum of 10%). Therefore we recommend OPPOSE.