-1- Andreae-Noris Zahn AG Frankfurt am Main - Securities - Anzag

The persons referred to under a) to g) are already now members of the Supervisory
Board – Mr. Manfred Renner as Chairman of the Supervisory Board - and are proposed
for re-election.
The General Meeting shall not be bound by election proposals.
6. Resolution on the amendment to § 3 of the By-laws (Announcements)
The Transparency Directive Implementation Act (TUG) which became effective in
January 2007 stipulates that the electronic transfer of information to shareholders is only
admissible with the consent of the General Meeting. In order to be able to offer this
practical and environmentally sound form of communication to our shareholders in future,
too, the By-laws are to be amended accordingly.
The Executive Board and the Supervisory Board, therefore, propose to adopt the
following resolution:
a) The heading of the existing § 3 Announcements is supplemented and has now the
following wording: "§ 3 Announcements and Information“
b) The existing content of § 3 "Announcements" becomes para 1.
c) § 3 of the By-laws is supplemented by the following para 2:
"(2) Information to shareholders may be transferred by way of electronic data
transfer.“
7. Resolution on the amendment to § 20 para 3 sentence 2 of the By-laws (Financial
Statements)
In accordance with § 20 para 3 sentence 2 of the By-laws of the company the financial
statements, the management report of the Executive Board, the consolidated financial
statements, the Group management report, the report of the Supervisory Board and the
proposal by the Executive Board for the appropriation of the unappropriated retained
earnings for the year must be available in the business premises of the company for
inspection by the shareholders from the sending of the invitation onwards. This wording
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