Annual General Meeting 2001

Items

Item 5: Partial amendment of the Articles of Association, Amendment of Articles 24 clause e, 25 clause a and 29

A. Proposal
The Board of Directors proposes that the Articles of Association be amended as follows:

Current version

Proposed new version (Changes in italics)

Board of Directors

Ultimate direction of the Corporation
Article 24 clause e

The ultimate direction of the Corporation comprises in particular:
e) Appointment and removal of the President (Group Chief Executive Officer) and the members of the Group Executive Board, the members of the Group Managing Board and the head of Group Internal Audit

The ultimate direction of the Corporation comprises in particular:
e) Appointment and removal of the President (…) and the members of the Group Executive Board, the members of the Group Managing Board and the head of Group Internal Audit

Supervision, control
Article 25 clause a

Supervision and control of the business management comprises in particular the following:
a) Review of the annual report, consolidated and parent company financial statements as well as quarterly and halfyear financial statements

Supervision and control of the business management comprises in particular the following:
a) Review of the annual report, consolidated and parent company financial statements as well as quarterly (…) financial statements

Group Executive Board

Organization
Article 29

The Group Executive Board is composed of the Group Chief Executive Officer, the Chief Financial Officer and at least three other members with important group functions.

The Group Executive Board is composed of the President (…) and at least three other members (…).

B. Proposal
Article 24 clause e is only amended in the English version, adapting the wording to the other language versions by using exclusively the term President of the Group Executive Board" instead of Group Chief Executive Officer".

The proposed amendment of Article 25 clause a reflects the fact that full financial statements are now drawn up for each quarter, containing year-to-date results. A special half-year report is no longer produced. The wording of the Articles of Association needs to be amended accordingly.

For Article 29 an open wording is being proposed.