THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

) The Executive Board has the choice of making the acquisition either
through the stock exchange or in the form of a published purchase
offer, or respectively, in the form of a published request for
tender of such an offer.
aa) if the acquisition of the shares is made through the stock exchange,
the consideration per share paid by the Company (excluding ancillary
acquisition costs) may not exceed or undercut the opening auction
price quoted on the Xetra dealing system (or a comparable replacement
system) on the day of stock exchange dealing by more than 5%.
bb) If the acquisition is made in the form of a published purchase
offer, or in the form of a published request for tender of a purchase
offer, the purchase price offered per share, or the limits of the
purchase price spread per share, may not exceed or undercut the average
closing price quoted on the Xetra dealing system (or a comparable
replacement system) on the last three stock exchange dealing
days before the date of publication of the offer, or respectively the
date of publication of a request for tender of a purchase offer, by more
than 10%. If, following publication of the purchase offer, or respectively
following publication of a request for tender of a purchase offer,
significant fluctuations occur in the applicable reference price, then
an adjustment may be made to the offer, or respectively to the request
for tender of such an offer. In such circumstances, reference
will be made to the average price of the last three stock exchange
dealing dates before publication of any potential adjustment. The purchase
offer, or respectively the request for tender of such an offer,
may include further conditions. Inasmuch as the offer is oversubscribed,
or respectively, in the case of a request for tender of an offer,
inasmuch as not all equivalent offers can be accepted, then acceptance
must occur on a quota basis. Preferential acceptance of small
quantities of up to 100 shares on offer is permissible.
c) The Executive Board is authorized to use shares of the Company
that are acquired based on this authorization for all permitted legal
purposes, but also especially for the following purposes:
aa) The shares may be redeemed without the redemption or its execution
requiring a resolution by a further general meeting of shareholders.
In a simplified procedure, they may be redeemed without a
formal reduction in capital by adjustment of the proportional amount
applicable to the remaining no-par-value shares making up the Company’s
stated capital. The redemption may be limited to only a portion
of the shares acquired. The authorization for redemption of shares
may be invoked repeatedly. If the redemption is performed using the
simplified procedure, then the Executive Board is authorized to adjust
the number of non-par-value shares contained in the Company’s articles
of incorporation.
bb) The shares may be sold in an alternative manner than through
trading on the stock exchange or via an offer to the shareholders, if
the shares are sold for cash at a price that is not significantly lower
at the time of sale than the price quoted on the stock exchange for
shares of the Company that are of the same type.
cc) The shares may be sold in consideration for contributions in kind,
particularly in connection with the acquisition of other entities, parts
of entities or investments in entities as well as in connection with
business combinations.
d) The authorizations listed under paragraph c) sub-paragraphs aa)
to cc) above also cover the disposition of shares of the Company that
are acquired pursuant to Sec. 71 d sentence 5 of the Stock Corporation
Act.
e) The authorizations listed under c) above may be made use of singly
or repeatedly, wholly or partly, individually or jointly; the authorizations
under c) sub-paragraphs bb) and cc) may also be made use of by entities
dependent on the Company, or by entities which are owned in
the majority by the Company, or for their account, or for the account
of third parties acting on behalf of the Company.
f) Shareholder subscription rights in respect of this treasury stock are
excluded to the extent that these shares are disposed of in accordance
with the aforementioned authorization contained in paragraph
c) sub-paragraphs bb) and cc).
g) The Supervisory Board may prescribe that measures taken by the
Executive Board based on this resolution by the general meeting of
the shareholders may only be executed with its permission.
No further disclosure requirements exist pursuant to Sec. 315 paragraph
4 of the German Commercial Code.
Holzminden, February 18, 2009
Symrise AG, The Executive Board
Dr. Gerold Linzbach Dominique Yates
Dr. Heinz-Jürgen Bertram Achim Daub
92 Annual Report 2008 Symrise AG