1. The management board is authorized to increase, with the consent of the supervisory board, the share capital in the period until 21 January 2007 once or in partial amounts by a total of up to EUR 350,000,000 by issuing new no par value shares registered in the name of the holders, carrying entitlement to profits as of the beginning of the fiscal year in which they are issued, against contributions in cash or in kind (Authorized Capital I/2002).

   In relation to capital increases against contribution in cash, the shareholders’ preemptive rights are to be honored. The management board is authorized to exclude, with the consent of the supervisory board, the preemptive rights of the existing shareholders

1. in order to exclude any fractional amounts from the preemptive rights,
2. to the extent necessary to grant holders of warrants or creditors of convertible bonds issued by the Company or its subordinated group companies a subscription right to new shares to that extent to which they would be entitled after exercise of their option or conversion rights or after fulfilment of any conversion obligations,
3. if the issue price of the new shares is not substantially lower than the stock exchange price and the shares issued, excluding the preemptive rights of existing shareholders pursuant to § 186 (3) Sentence 4 German Stock Corporation Act (Aktiengesetz), in aggregate do not exceed 10 % of the share capital either at the time of this authorization becoming effective or at the time of its exercise. Shares issued or to be issued for the purpose of servicing bonds with warrants or convertible bonds are to be deducted from this amount, if such bonds were issued by excluding the preemptive rights of existing shareholders in analogous application of § 186 (3) Sentence 4 Stock Corporation Act (Aktiengesetz).

Furthermore, the management board is authorized to exclude, with the consent of the supervisory board, the preemptive rights of existing shareholders in relation to capital increases against contribution in kind. The management board is also authorized to determine, with the consent of the supervisory board, the further content of the rights attaching to the shares and the terms of the share issue.

2. Section 4 of the articles of association is amended by adding the following new paragraph 2:

   ”The management board is authorized to increase, with the consent of the supervisory board, the share capital in the period until 21 January 2007 once or in partial amounts by a total of up to EUR 350,000,000 by issuing new no par value shares registered in the name of the holders, carrying entitlement to profits as of the beginning of the fiscal year in which they are issued, against contributions in cash or in kind (Authorized Capital I/2002). In relation to capital increases against contri-bution in cash, the shareholders’ preemptive rights are to be honored. The management board is authorized to exclude, with the consent of the supervisory board, the preemptive rights of the existing shareholders

1. in order to exclude any fractional amounts from the preemptive rights,
2. to the extent necessary to grant holders of warrants or creditors of convertible bonds issued by the Company or its subordinated group companies a subscription right to new shares to that extent to which they would be entitled after exercise of their option or conversion rights or after fulfilment of any conversion obligations,
3. if the issue price of the new shares is not substantially lower than the stock exchange price and the shares issued, excluding the preemptive rights of existing shareholders pursuant to § 186 (3) Sentence 4 German Stock Corporation Act (Aktiengesetz), in aggregate do not exceed 10 % of the share capital either at the time of this authorization becoming effective or at the time of its exercise. Shares issued or to be issued for the purpose of servicing bonds with warrants or convertible bonds are to be deducted from this amount, if these bonds were issued by excluding the preemptive rights of existing shareholders in analogous application of § 186 (3) Sentence 4 Stock Corporation Act (Aktiengesetz).

Furthermore, the management board is authorized to exclude, with the consent of the supervisory board, the preemptive rights of existing shareholders in relation to capital increases against contribution in kind. The management board is also authorized to determine, with the consent of the supervisory board, the further content of the rights attaching to the shares and the terms of the share issue.“

3. The authorization resolved by the Shareholders’ Meeting on 30 March 1999 and amended by it on 16 February 2000 in relation to an Authorized Capital III and the existing Authorized Capital III pursuant to Section 4 (3) of the articles of association are cancelled upon effectiveness of this resolution by virtue of registration with the commercial register. The former Section 4 para. (2) of the articles of association becomes para. (3).
4. The management board is instructed to file this resolution for registration with the commercial register in such a manner that the cancellation of the former Authorized Capital III will be registered only after registration of the new Authorized Capital I/2002.

1. Authorization
1. Authorization period, nominal amount, term, number of shares

   The Management Board is authorized, in the period until January 21, 2007, once or in partial amounts,

• to issue bonds with warrants or convertible bonds in an aggregate nominal amount of up to EUR 4,000,000,000 with a term of up to 20 years (hereafter jointly to be termed "The Bonds") or
• to guarantee such Bonds by subordinated group companies of the Company

and to grant the holders and creditors of Bonds option or conversion rights to new shares of the Company representing a notional portion of the share capital of up to EUR 350,000,000 in accordance with the relevant terms of the bonds with warrants or convertible bonds (hereafter to be known as the "Terms"). Other than in Euro, the Bonds may also be denominated in the legal currency of a member country of the OECD, however, limited to the relevant equivalent value in Euro.

The Bonds may also be issued against contribution in kind, if the value of such contribution in kind corresponds to the issue price and the issue price is not substantially lower than the market value of the Bonds, as determined pursuant to lit. b) of this resolution.

2. Preemptive rights, exclusion of preemptive rights

   Preemptive rights, exclusion of preemptive rights In principle, the shareholders shall have a preemptive right to subscribe to the Bonds. The Bonds may also be subscribed to by a syndicate of banks, with the obligation to offer them to the shareholders for their purchase. However, the Management Board is authorized to exclude, with the consent of the Supervisory Board, the shareholders' preemptive rights to subscribe to the Bonds:

• if such Bonds are issued against payment in cash, and the issue price is not substantially lower than the theoretical market value of the Bonds, as determined in accordance with accepted methods of financial mathematics. However, this shall only apply to Bonds with rights to shares representing a notional portion of the share capital of up to EUR 138,000,000. From this amount, the notional portion of the share capital is to be deducted which relates to shares issued from an authorized capital existing at the time of the issue by way of a capital increase against contribution in cash, excluding the preemptive rights of existing shareholders pursuant to § 186 Abs. (3) Sentence 4 Stock Corporation Act (Aktiengesetz).
• in order to exclude fractional amounts, which result from a given subscription ratio from the preemptive rights of existing shareholders to the Bonds and
• to the extent necessary to grant holders of options or conversion rights to shares of the company a subscription right to that extent to which they would be entitled after exercise of their rights or fulfillment of any conversion obligations and
• if Bonds are to be issued against contribution in kind and the exclusion of the preemptive rights of existing shareholders is in the Company's interest.
3. Option or conversion price, protection against dilution

   The option or conversion price must be at least 90% of the average stock exchange price of the Company's shares in the Xetra closing auction on the Frankfurt Stock Exchange (or a comparable successor system), namely

• during the ten stock exchange trading days prior to the date of adoption of the resolution by the Management Board to issue the Bonds or
• during the days on which subscription rights are traded on the Frankfurt Stock Exchange, however, excluding the last two stock exchange days of trading such subscription rights

Frankfurt Stock Exchange, however, excluding the last two stock exchange days of trading such subscription rights. Without prejudice to § 9 (1) Stock Corporation Act (Aktiengesetz), the option or conversion price will be reduced pursuant to a dilution protection clause in accordance with the Terms if the Company increases its share capital during the option or conversion period, honoring the preemptive rights of existing shareholders, or issue or guarantees further Bonds or grants or guarantees further option rights, and the holders of existing option or conversion rights are not granted a subscription right in this relation. The Terms may also provide for a value-preserving adjustment of the option or conversion price in case of other measures of the Company which may result in a dilution of the value of the option or conversion rights.

In any event, the notional portion of the share capital attributable to the shares to be subscribed for each bond with warrant may not exceed the nominal value of the bond.

4. Authorization to determine further details

   The Management Board is authorized, in compliance with the above-mentioned requirements, to determine further details of the issue and features of the Bonds and their terms, or to do so in agreement with the corporate bodies of the group company issuing the Bonds, in particular, interest rate, issue price, term and denomination, subscription/conversion ratio, creation of a conversion obligation, determination of an additional payment in cash, settlement or consolidation of fractional amounts, cash payment instead of delivery of shares, option/ conversion price and option/conversion period.

2. Conditional capital increase

   The share capital is conditionally increased by up to EUR 350,000,000 by issuing up to 175,000,000 new no par value shares registered in the name of the holders carrying entitlement to profits as of the beginning of the fiscal year in which they are issued (Conditional Capital II/2002). The conditional capital increase serves the purpose of granting shares to the holders or creditors of bonds with warrants or convertible bonds issued by the Company or a subordinated group company pursuant to the above-mentioned authorization in the period until January 21, 2007, to the extent such bonds were issued against payment in cash. The new shares will be issued at an option/conversion price to be determined in accordance with the above-mentioned authorization. The conditional capital increase is to be effected only insofar as the option or conversion rights relating to these bonds are exercised or any conversion obligations under these bonds are fulfilled. The management board is authorized to determine the further details of implementation of the conditional capital increase.

3. Amendment of articles of association

   A new paragraph (7) with the following wording is added to Section 4 of the articles of association:

   "The share capital is conditionally increased by up to EUR 350,000,000 by issuing up to 175,000,000 new no par value shares registered in the name of the holders carrying entitlement to profits as of the beginning of the fiscal year in which they are issued (Conditional Capital II/2002). The conditional capital increase serves the purpose of granting shares to holders or creditors of bonds with warrants or convertible bonds issued by the Company or a subordinated group company pursuant to the authorization given by the Shareholders' Meeting of January 22, 2002 in the period until January 21, 2007, to the extent such bonds were issued against payment in cash. The conditional capital increase is to be effected only insofar as the option or conversion rights relating to these bonds are exercised or any conversion obligations under these bonds are fulfilled. The management board is authorized to determine the further details of implementation of the conditional capital increase".

herewith were elected as shareholder-elected member of the supervisory board for the remaining term of office of the resigning member of supervisory board, namely until the end of the Shareholders' Meeting resolving on the approval of the acts of the members of the supervisory board in relation to the fiscal year 2003/2004.

Further on,

Günter Fritsch and
Heinz-Peter Mohr

were elected as substitute members of the supervisory board also in relation to Dr. Jentzsch, Mr. Midunsky, Dr. Mihatsch and Dr. Winterkorn subject to the proviso that they shall become, in said order, members of the supervisory board if shareholder-elected members of the supervisory board leave office prior to the expiry of their term of office, and that they shall return, in said order, to be substitute members of the supervisory board as soon as the Shareholders' Meeting has elected a successor for the member of the supervisory board that left office prior to the expiry of the term of office and was replaced by a substitute member.