Convertible loan conditions

The 2005/2008 zero coupon convertible loan of TRIPLAN AG

§ 1 Nominal amount, denomination, securitisation, acquisition of own bonds

1. The 2005/2008 zero coupon bond of TRIPLAN AG (the "Issuer" or "TRIPLAN") is denominated at a total nominal amount of up to € 2,600,000.00 (in words: Two million sixhundredthousand) and is divided into up to 2,600,000 bearer, equal bonds with a nominal value of € 1.00 each (each of them a "Bond" and all bonds together the "Convertible loan"). Each holder of a bond (a "Bondholder") shall thereby be entitled to particular rights under these convertible loan conditions.
    
2. The bonds shall be securitised for their entire term by a permanent global bearer certificate (the "Global certificate") without an interest coupon. The global certificate shall be deposited with Clearstream Banking AG, Frankfurt am Main, until all the Issuer’s obligations from the bonds have been fulfilled. The global certificate shall bear the personal signature of 2 members of the Issuer’s management board. Effective bonds or interest coupons shall not be issued. In this respect there shall be no securitisation claim.
    
3. Bonds can only be transferred by appropriate transfer posting and entries into the securities portfolio while maintaining the relevant conditions and provisions of Clearstream Banking AG, Frankfurt am Main.
    
4. Within the scope of the applicable legal provisions TRIPLAN is entitled to purchase bonds at any time.
    

§ 2 Issue amount, no running interest

1. The issue amount of each bond with a nominal value of € 1.00 is € 1.00 (the "Issue amount").
    
2. No periodic interest payments shall be made on the bonds. For the term of the convertible loan of 15 May 2005 to 14 May 2008 the difference between the issue amount and the repayment amount to be repaid on the due date shall produce a yield of around 10.0 % p.a.
    
3. Should the issuer not repay the bonds in good time after the end of the term if the conversion right from them has not been exercised, 10% interest p.a. shall accrue to the outstanding nominal amount from 15 May 2008 until the date of actual repayment.
    

§ 3 Term, cancellation, repayment

1. The term of the convertible loan shall begin on 15 May 2005 ("Start of the term") and end on 14 May 2008 ("End of the term" and the period from the start of the term to the end of the term shall be the "Term"). The Issuer shall repay the bonds on 15 May 2008 at € 1.33 per bond if the conversion right from them was not exercised or they were not repaid prematurely.
    
2. Neither the Issuer nor the bondholder is entitled to a right to ordinary cancellation.
    
3. Bondholders are entitled all together or individually to cancel bonds they hold extraordinarily for significant cause by a registered letter to the Issuer, if:
    
   
4. 1. Bankruptcy proceedings are started against the assets of the Issuer or a bankruptcy proceeding started against the Issuer’s assets is rejected for lack of assets.
   2. The Issuer goes into liquidation.
       
5. The amount to be repaid by the Issuer to the bondholders per bond in the event of extraordinary cancellation pursuant to section 3 shall amount to the issue amount of € 1.00 if the conversion right from it has not already been effectively exercised. The repayment amount shall be due five business days after cancellation has taken effect. Should the Issuer not repay the amount in good time, the amount to be repaid shall incur annual interest of 10% from the date it is due until the date of actual repayment.
    

§ 4 Conversion right, exercise period, conversion procedure

1. Every bondholder, in accordance with the convertible bond conditions, has the irrevocable right (the "conversion right"), within an exercise period, to convert each bond with a nominal value of €1.00 into bearer unit shares of the issuer with voting rights. Any partial exercising of the conversion right is excluded. The bondholder’s right to repayment of the bonds ceases with the entry into force of the conversion declaration; in place of the right to repayment, the Issuer is bound to deliver shares in accordance with these convertible bond conditions.
    
2. With the effective exercise of the conversion right the bondholder acquires a claim to delivery and acquisition of fully paid, TRIPLAN bearer unit shares with a calculated share of the capital stock of € 1.00 each. Authorised but unissued capital of € 2,600,000.00 decided on at the annual general meeting of 24 June 2004 and entered into the issuer’s trade register on 16 July 2004 shall serve to guarantee the conversion right. The shares deriving from the exercise of the conversion right shall share in the Issuer’s profit from the start of the year in which they originate by exercise of the conversion right.
    
3. The conversion right may only be exercised within the following stipulated exercise periods (the “exercise periods”), with "business day" being any day on which the commercial banks in Stuttgart are open for business.
    
   1. The conversion right may be exercised on 5 May 2008 and the 10 preceding business days (the “exercise period at the end of the term”).
       
   2. The conversion right may also be exercised prematurely:
      1. on the third business day after the ordinary general meeting of the issuer in 2006 and the 10 following business days (the "exercise period following the 2006 AGM”).
      2. on the third business day after the ordinary general meeting of the issuer in 2007 and the 10 following business days (the "exercise period following the 2007 AGM”).
      whereby premature exercise of the conversion right in the exercise period after the 2006 annual general meeting and in the exercise period after the 2007 annual general meeting, to prevent disproportionate handling costs, shall only be permissible if it is exercised by a bondholder for at least 50 bonds with a total nominal value of € 50.00.
       
   3. A conversion obligation shall exist if and as soon as the closing price of the Issuer’s shares recorded in Xetra trading on the Frankfurt stock exchange exceeds €3.00 for 10 consecutive stock exchange trading days after 1 January 2006. Should these conditions be met, the issuer may collect the bonds and, in exchange, deliver TRIPLAN shares taking in account the conversion price in accordance with Section 5. The agency carrying out the conversion is hereby authorized to issue the subscription declaration on behalf of the bondholder in accordance with Section 198, paragraph 1 of the Joint Stock Companies Act (AktG).
      
      In any of the above-mentioned exercise periods the conversion right can however not be exercised on a business day when the Issuer publishes in the electronic federal gazette an offer for subscription of new shares or securities with conversion or option rights to the Issuer’s shares and on all days following such a subscription offer until expiry of the last day of the subscription deadline. The exercise period shall in this case be extended by the number of business days that were cut in the originally planned exercise period because of the subscription offer. This applies analogously for the conversion obligation described in section 3 (iii).
       
   4. In addition to the above-mentioned exercise period the Issuer shall be entitled to determine by conversion declaration other exercise periods for conversion of the convertible loan within a deadline of 2 weeks.
       
4. The conversion right from a bond cannot be exercised if the bondholder has cancelled this bond under § 3 paragraph 3.
    
5. In order to exercise the conversion right the bondholder must
    
   1. At its own cost by 5 p.m. on a business day within an exercise period send an appropriately filled out and signed declaration (the “Exercise declaration”) to the conversion office (VEM Aktienbank AG, c/o Bankhaus Gebrüder Martin AG, Securities Handling Dpartment, Kirchstraße 35, 73033 Göppingen) together with a copy using a valid form which can be obtained from the conversion office or the Issuer and
   2. Send the bonds for which the conversion right should be exercised to the conversion office.
       
   Once sent a conversion declaration is irrevocable and becomes effective the day on which the above-mentioned preconditions are fulfilled.
    
6. The delivery of the bonds to the conversion office required for effective exercise of the conversion right must be made (transfer posting or assignment) to an account with Clearstream Banking AG, Frankfurt am Main to be named by the conversion office on the form for the bondholders’ exercise declaration . This authorises the conversion office to issue a subscription declaration for the bondholders pursuant to § 198 paragraph 1 Joint Stock Companies Act if the bonds are transferred to the conversion office for custody on behalf of the bondholders until all claims of the bondholder from the bonds are met and then for further action.
    
7. The shares arising from the exercise of the conversion right – regardless of what time within the relevant exercise period the exercise declaration issued by the bondholders became effective – are entered into a securities portfolio indicated by the bondholders immediately after the expiry of the exercise period in which the exercise declaration was issued, and with a forced conversion. Claims by the bondholders regarding any price and/or rate change in the TRIPLAN shares between the exercise of the conversion right and delivery of the shares are excluded.
    
8. All costs for exercising the conversion right and the subscription of the shares deriving from them shall be borne by the bondholders.
    

§ 5 Conversion price, exchange ratio

1. The conversion price considered as paid by the payment of the bond’s issue amount in the event that the conversion right is exercised, is in the event of the effective exercise of the conversion right € 1.00 per bearer unit share with a calculated share in the capital stock of € 1.00. (“Conversion price”). This gives an exchange ratio of 1:1.
    
2. In the event of a capital increase from corporate funds or an increase in the proportionate share of a bearer unit share in the issuer's capital stock fractional shares shall not be issued on exercise of the conversion right but if necessary will be settled in cash pursuant to paragraph 3. If the conversion office establishes (without being obliged to do so) that the same bondholder has exercised a conversion right at the same time from several bonds, the number of shares to be delivered to this bondholder shall be calculated on the basis of the total number of these bonds.
    
3. Remaining fractional shares shall not be delivered but settled in cash. To measure the settlement claim the average closing price of the TRIPLAN share in Xetra trading on the Frankfurt exchange on the trading day in the exercise period in which the conversion right was exercised is decisive. The amount derived from this must be rounded off to the next full cent (the “settlement amount”). The settlement amount shall only be paid to the bondholder if it is at least € 2.00. The settlement amount shall not incur any interest.
    

§ 6 Adjustment of the conversion price

1. With reference to the conversion price corresponding to the minimum issue amount pursuant to § 9 par 1 Joint Stock Companies Act, should the Issuer during the term of the convertible loan, by granting a direct or indirect subscription right to its shareholders,
    
   1. increase its capital stock by issuing new shares for deposits (a "Capital increase for deposits") or
   2. issue bonds with option or conversion rights to the Issuer’s shares (an "Issue of bonds with option or conversion rights"),
       
   no adjustment of the conversion price is needed. It remains unaffected by this capital adjustment.
    
2. The exchange ratio shall remain unchanged with dividends or other cash distributions from the Issuer.
    
3. In the event of a capital increase from corporate funds (§ 207 Joint Stock Companies Act) the Issuer’s authorised but unissued capital increases by law (§ 218 Stock Corporation ACT) in the same ratio as the capital stock. The claim of bondholders to convert their bonds into the issuer’s shares increases in the same ratio. §§ 199 par. 2, 9 par. 1 Joint Stock Companies Act is unaffected. The bondholder must pay the difference between the issue amount of the bond and the higher minimum issue amount of the share to be granted to it with the exercise of the exchange right or in fulfilling the exchange obligation, if and to the extent that this is not covered by a special-purpose reserve pursuant to § 218 p.2 Joint Stock Companies Act.
    
4. In the event of a capital reduction the exchange ratio shall remain unaffected whether or not the capital reduction leaves the total number of shares unaffected, the capital reduction is linked with a capital repayment, a for value recall of shares, a for value acquisition of own shares by the issuer or the capital reduction takes place by a conversion of shares without capital repayment (“negative dilution protection").
    
5. For fractional shares that arise following a capital increase from corporate funds or an increase in the calculated part of the capital stock per unit share § 5 paragraph 2 and 3 shall correspondingly apply.
    
6. Should any other event occur relating to the exchange ratio or issuer’s shares that is not governed by § 6, the issuer is obliged pursuant to § 315 Civil Code to adjust the exchange ratio as necessary to appropriately take into account the relevant event and the specifications of the authorisation resolution of the annual general meeting of 24 June 2004.
    

§ 7 Issue of other bonds

The issuer is entitled, without restriction from the convertible loan which is the basis for these conditions, to issue other bonds (including with option or conversion rights) and to furnish collateral for the obligations arising from them. In the event of the issue of more bonds and their collateralisation the issuer has no obligation to strengthen the collateral for the bonds furnished in accordance with these convertible loan conditions.
 

§ 8 Payment and conversion offices

1. Payment office is the Bankhaus Gebrüder Martin AG, Kirchstraße 35, 73033 Göppingen and conversion office is VEM Aktienbank AG, Postfach 33 07 05, 80067 Munich.
    
2. As long as not all the obligations of the issuer from the bonds have been fulfilled, the Issuer must ensure that there is always a payment office and a conversion office to discharge the tasks allocated to it under the convertible loan conditions.
    

§ 9 Statutory limitation

The period allowed for presentation determined in § 801 paragraph 1 clause 1 Civil Code is reduced to five years for bonds.
 

§ 10 Collateral

1. To safeguard all the Issuer’s obligations from the bonds the Issuer shall furnish collateral pursuant to paragraph 2. Collateral shall be furnished to VEM Aktienbank AG, Rosental 5, 80331 Munich (the "Trustee"), who will hold the collateral as a trustee on behalf of the bondholder and realise it after the bondholder has transferred it should the safeguarding case occur.
    
2. The Issuer shall furnish the following collateral (the "Collateral"):

   Pledge of 3,500 registered shares at CHF 100.00 (voting shares), 97 registered shares at CHF 500.00 (voting shares) and 100 registered shares at CHF 1,000.00 of TRIPLAN Ingenieur AG entered in the trade register of the Basel town canton (Switzerland) with the company number CH-280.3.917.933-9 with share capital of CHF 500,000.00.
   
   The Issuer is obliged to furnish the collateral immediately. The collateral for the investment to be furnished should, if this is allowed by the relevant national property law, also include claims to distribution of a cash surplus, but not claims deriving from the investment to payment of the proportionate annual profits or other profit subscription claim and also not the voting right from the pledged investment. The voting right shall instead remain with the pledgor. The pledgor shall exercise this only in agreement with the trustee on the adoption of a resolution by the conclusion of a company contract and/or by selling, adjusting or any other essential change to the business establishment managed by the associated company or an essential part thereof. After a written warning of realisation of the collateral has been received from the Trustee pursuant to paragraph 3 below should the collateralised Issuer’s obligations from the bonds, which were due and claimed from the payment office at the time the warning was received not be fully met within a period of 45 days, the Issuer shall not decide any profit distribution until these claimed and due claims have been fully met. Profit distributions to meet the collateralised obligations which were due and claimed at the time the warning was received are still allowed if the Issuer assigns the payment claim for the required amount at least to fully meet the claimed and due collateralised claims to the Trustee or payment office.
    

3. The bondholders can demand from the Trustee that the collateral be realised for themselves if the Issuer delays more than 60 days in its obligations from the bonds to the relevant bondholders. In this case the Trustee shall immediately warn the Issuer in writing that the collateral will be realised should the issuer’s obligations from the bonds due at the time the warning was received not be fully met within a period of 30 days from the time the warning was received.
    
4. The Issuer may demand from the Trustee the issue of individual or all collateral if it has furnished equivalent collateral to the Trustee in return. For the decision whether the collateral offered by the Issuer in return is equivalent to the collateral for which the Issuer demands release - if Trustee and Issuer do not otherwise agree - a report on the equivalence of the existing collateral and the collateral offered in exchange should be obtained from a reputable auditing company to be determined by the issuer and the trustee. Confirmation by the auditing company of the equivalence shall be binding for all participants (Issuer, bondholders, Trustee). Any release of collateral pursuant to paragraphs 4 and 6 shall be announced by the Issuer or Trustee within four weeks pursuant to § 12. The Trustee shall be liable for fulfilling the obligations arising from these paragraphs 4 and 6 only in the event of intent and gross negligence. In the event of the collateral being realised, the Trustee is entitled to demand that its payment, expenses and other costs for administering and realising the collateral take priority out of the collateral. Bondholders shall only be entitled to the amount remaining after the Trustee’s payment, expenses and other external costs from administering and realising the collateral have been deducted pursuant to paragraph 7.
    
5. Should the value of the collateral have been reduced during the term of the convertible loan, the Issuer is not obliged to furnish more collateral. The Trustee is not entitled to demand that more collateral be furnished.
    
6. The issuer can demand the release of collateral it determines if after release of the corresponding collateral the value of the remaining collateral does not undershoot 120 percent of the collateralised claim and as appears appropriate it is not assumed that such an undershoot will occur in the six months following the demand for release ("Stability prognosis"). Unless otherwise agreed by the Issuer and Trustee, the value of the remaining collateral and the stabilisation prognosis shall be bindingly determined for all parties (Issuer, bondholder, Trustee) by a reputable auditing company to be determined from a chamber of auditors with competence for the place where the issuer’s head office is located at the request and cost of the Issuer
    
7. The bondholders are entitled to the rights granted them under these loan conditions against the Trustee in their own right (§ 328 Civil Code). They are obliged to comply with restrictions arising from the trustee contract for the convertible loan enclosed as Annex 10.7 (the "Trustee contract"). The trustee contract is an integral component of the convertible loan conditions.
    
8. The trustee agreement between the Issuer and the Trustee shall end only if all the obligations of the Issuer from the bonds are fulfilled, the collateral has been realised or the trustee has resigned pursuant to § 7. Prior to this it can only be cancelled for significant cause. In the event of premature cancellation for significant cause by the Issuer, in the event of a cancellation by the Trustee for significant cause and in the event of the Trustee resigning, the Issuer is obliged, at the latest by the cancellation taking effect or the resignation, to appoint a new Trustee according to its best judgment and to ensure that it assumes the Trustee’s duties by this time at the latest. The bondholders’ legal position with regard to the Trustee shall not be harmed by a change in Trustee. Only a law firm, bank or auditing and trust company that will comply with the rights and obligations from the trustee contract and will hold and administer the collateral furnished under these convertible loan conditions to safeguard the obligations from the bonds, shall be considered for the position of Trustee.
    

§ 11 Taxes

The issuer shall pay all sums to be paid in relation to the bonds without deduction or retention of or because of present or future taxes, duties, assessments or official fees of any sort that may be imposed or levied by the Federal Republic of Germany or any office authorised to levy taxes ("Withholding taxes"), if the issuer is not obliged by law or any other legal provisions to deduct or retain such withholding taxes. In this case the issuer shall retain or deduct the relevant withholding taxes and pay the retained or deducted amounts to the relevant authorities. The issuer is not, because of such a retention or deduction, obliged to pay additional amounts of capital and/or interest.
 

§ 12 Announcements

Announcements by the issuer relating to the bonds shall be made exclusively in the issuer’s electronic federal gazette and shall be considered as having taken place and been received by the holders of the bonds on the day the last gazette containing the announcement appears. There will be no need for a special notification to the individual holders of the bonds.
 

§ 13 Miscellaneous

1. The form and content of the bonds and all rights and obligations of the Issuer and bondholders arising from these convertible loan conditions shall be determined in relation to German law.
    
2. The place of performance shall be Bad Soden, Germany.
    
3. Bad Soden, Germany shall have exclusive jurisdiction for all disputes arising from the matters governed in these convertible loan conditions if legally permissible.
    
4. The Issuer is entitled at any time to appoint another credit institution as payment and/or conversion office by an announcement pursuant to § 12 with at least 30 calendar days notice.
    
5. Should a provision of these convertible loan conditions be or become ineffective or not be able to be carried out, this shall not otherwise affect the validity of these convertible loan conditions. The provision that is ineffective or unable to be carried out shall be considered as replaced by a provision that comes closest to the economic consequences aimed at by the Issuer and bondholders. Should these convertible loan conditions turn out to have loopholes, following a supplementary interpretation to fill the loophole, a provision shall likewise be considered agreed that comes closest to the economic consequences aimed at by the Issuer and bondholders.
    

Bad Soden, May 2005

TRIPLAN AG
The management board

Trust contract for the zero coupon convertible loan of TRIPLAN AG

Between

VEM Aktienbank AG, Rosental 5, 80331 München
- hereafter the „Trustee“ -

und

TRIPLAN AG, Auf der Krautweide 32, 65812 Bad Soden
- hereafter the „Issuer“ -

Preliminary remark

On the basis of the authorisation granted by Issuer’s annual general meeting of 24 June 2004, on 03.05.05 the management board decided with the agreement of the supervisory board to issue a convertible loan with a total nominal value of up to € 2,600,000.00, divided into up to 2,600,000 bonds with a nominal value of € 1.00 each (“WA”). The shareholders will be allowed an indirect subscription right. There will be no subscription right for fractional amounts. To issue convertible rights to owners of bonds the annual general meeting of 24 June 2004 passed a resolution to create authorised but unissued capital of up to € 2,600,000. The authorised but unissued capital was entered into the company’s trade register on 16 July 2004 at the Königstein district court. In the context of this capital adjustment the assignees were furnished by the Issuer with the WA collateral for the redemption claim securitised in the WA (“WA collateral”). This WA collateral is individually listed in the WA conditions, which is enclosed as Annex 1 of this contract (“WA Conditions”).

The WA collateral shall be held by the Trustee for the WA holders at the request of the Issuer.

This having been stated, the Parties agree the following:

§ 1 The task of the Trustee

1. The Trustee hereby in accordance with this contract takes over the position of Trustee for the bondholders in relation to the WA collateral listed in detail in Annex 2 to this contract.
    
2. The Trustee shall hold and administer if legally possible exclusively the WA collateral and every collateral granted in exchange in future, for example on the basis of § 10 par 4 of the WA conditions as a trustee for the relevant WA holders (“Bondholders”). The Trustee, can after prior agreement with the Issuer, appoint a third party with carrying out this or part of this task for it or in its place.
    
3. This trustee contract shall substantiate a right of the bondholders to require from the Trustee the fulfilment of its trustee obligations arising from it (contract on behalf of third parties). The circumstance that only the bondholders are entitled to rights against the Issuer from the WA conditions, including any rights to the furnishing of collateral by the Issuer on the basis of § 10 of the WA provisions, shall not be affected by this trustee contract. These rights shall not be held or safeguarded by the Trustee.
    

§ 2 Rights and Liability of the Trustee

1. The obligations of the Trustee, its liability and the possibility of ending its functions shall be guided by this contract and the WA conditions which are part of the contract.
    
2. The tasks of the Trustee shall be restricted to holding and administering the WA collateral and carrying out the tasks for the Trustee expressly provided for in this contract. It is not the duty of the Trustee to monitor the fulfilment of the payment or other obligations of the Issuer from the WA.
    
3. The Trustee is, provided this contract or the WA conditions do not establish any obligation to take action, only obliged to take action, including realising rights from the WA collateral, if and provided that it was requested in writing by the chairman of the meeting by enclosing the minutes of the meeting after a resolution of a bondholders’ meeting (§ 5) and is guaranteed an advance on the costs or by any another appropriate manner as a result of any liabilities, obligations, damage or losses, taxes, costs and expenses arising from the action taken (including costs for using the services of legal advisors, banks, auditors or other experts and costs for hiring others in connection with the execution of the Trustee’s tasks in accordance with this contract) to its satisfaction and by its choice pursuant to the provisions of this contract. The Trustee can demand appropriate proof that the relevant persons are holders of particular convertible bonds by providing serial numbers or in other ways.
    
4. The Trustee may charge the holders in proportion to its claim, expenses, taxes or other costs, damage or losses that it incurs with or as a result of or in connection with the purchase or holding, administering, implementing or realising WA collateral or otherwise in connection with the WA or this contract and compensation owed pursuant to § 6, and thus to satisfy its own wants as a priority in the context of realising the WA collateral if it has not received compensation from the Issuer.
    
5. The Trustee shall be liable only for damage that it causes intentionally or by gross negligence. Should it be slightly negligent the Trustee is only liable if it breaches its obligations to carry out the resolutions of the bondholders’ meeting in accordance with this contract and the WA conditions as well as comparable material obligations (known as “cardinal obligations”). It is liable only for the actions or omissions of the Issuer. It is not responsible for the legal status and the legal or actual enforceability of the WA or WA collateral, the fulfilment of the Issuer’s obligations from the WA or the appropriateness of the calculations provided for in the WA.
    
6. The Trustee is not liable for any damage or loss that may arise from acting in agreement with a resolution of a bondholders’ meeting (§ 5).
    
7. The Trustee may, when carrying out its tasks in connection with the WA, the WA collateral and this contract, obtain information from the Issuer or information and advice from legal advisors, auditors, banks and other experts in Germany or elsewhere (and regardless of whether they are acting for the Trustee or not) if this is required. The Trustee may rely on this information and advice without making its own enquiries. It shall not be liable for any damage or loss that may arise from having acted on the basis of its reliance on the advice or information of such persons. The Trustee shall not be responsible for any negligence of such persons. The Trustee shall inform the Issuer of its intention with appropriate notice, obtain information, expert opinion or the like, inform it of the results and give all conceivable claims in connection with the information and advice provided to the Issuer. The Trustee shall not conclude any liability restrictions with clients.
    
8. The Trustee may with the agreement of the Issuer transfer the execution of particular tasks that it is responsible for under this contract wholly or partly to third parties. In such a case it shall only be liable for the careful selection of the third parties. The Trustee shall on the other hand not be responsible for any negligence of the third party.
    

§ 3 Tasks of the Issuer

1. The Issuer is obliged to transfer the WA collateral to the Trustee and to take all necessary steps to furnish the Trustee with the WA collateral.
    
2. With the exception of the exchange of WA collateral pursuant to § 4 par. 2 and the release of WA collateral pursuant to § 4 par. 3 the Issuer is not entitled to give instructions to the Trustee relating to the WA collateral it holds.
    
3. The Issuer is obliged
   1. to inform the Trustee, at a time appropriate to the circumstances, of events that are of essential legal significance for the WA or for the WA collateral and to immediately pass on to the Trustee copies of all relevant documents.
   2. immediately send the Trustee after completion and auditing its consolidated audited annual accounts and any interim report sent to the shareholders; and
   3. provide the Trustee if possible, legally permissible and reasonable, at its request any information or have its auditor provide it, that is required to fulfil the trustee obligations or are in connection with this contract.
       
4. The Issuer shall bear the costs for concluding this trustee contract and any taxes due in this connection. The same shall apply regarding all costs and taxes due at the end of the trustee contract. The Issuer shall also bear all costs from transferring the WA collateral whether this is the first transfer to the Trustee, or transfer in exchange for other collateral (§ 4 par. 2) or with the end of this trustee contract.
    

§ 4 Changes to the contract, exchange and release of WA collateral

1. Changes to this contract and to the WA collateral shall be made without the agreement of bondholders, if they do not essentially affect their interests according to the judgment of the Trustee. Otherwise, such changes should only be made if they have been agreed at a bondholders’ meeting (§ 5). In doing so the principle that the WA is guaranteed by collateral shall always be maintained.
    
2. The Trustee is obliged to exchange the WA collateral held by it at the request of the Issuer only if an expert’s opinion, from a reputable auditing company determined by the chamber of auditors for the place of the Issuer’s head office and appointed at the cost of the Issuer, drawn up for this purpose, that is available both from the Trustee and the Issuer, and if no agreement can be made within 14 bank business days in Munich, confirms that the collateral offered for exchange is at least equivalent to the WA collateral to be exchanged.
    
3. The issuer can demand the release of collateral it determines if after release of the corresponding collateral the value of the remaining collateral does not undershoot 120 percent of the collateralised claim and, as appears appropriate, it is not assumed that such an undershoot will occur in the six months following the release demand ("Stabilisation prognosis"). Unless otherwise agreed by the Issuer and Trustee, the value of the remaining collateral and the stabilisation prognosis shall be determined by a reputable auditing company to be determined from a chamber of auditors with competence for the place where the Issuer’s head office is located at the request and cost of the Issuer.
    
4. In cases of § 4 par. 2 and 3 the assessment of the auditing company shall be binding for all participants (both contracting parties and bondholders). If the equivalence of the collateral is established by the appointed auditing company the Trustee shall not be entitled to any discretion relating to the exchange or release of the WA collateral. § 2 par. 7 shall correspondingly apply.
    

§ 5 Bondholders’ meeting

1. A bondholders’ meeting (hereafter referred to as „Meeting“) can agree changes to this contract by resolution (§ 4) or agree or demand action or omissions of the Trustee (§ 2 par. 3).
    
2. The Issuer or Trustee can convoke a meeting at any time. The Issuer is obliged to convoke a meeting if bondholders making up more than a third of the outstanding WA bonds, measured by nominal amount, demand it.
    
3. The meeting shall take place in Germany.
    
4. The convocation shall take place after two announcements pursuant to § 12 of the WA conditions. There must be at least two weeks between the last announcement and the date of the meeting. The convocation must state the place, time and agenda of the meeting, but not the wording of the resolution to be recommended.
    
5. The meeting shall be presided over by a person appointed by the Issuer or in the event of the Trustee making the convocation, by the Trustee. If this person is not present within 15 minutes after the time set for the start of the meeting, the bondholders can vote another person to chair the meeting.
    
6. Bondholders are entitled to vote in proportion to the nominal amount of their WA bonds. The voting right can be exercised by an agent. The Issuer and associated companies pursuant to § 15 Joint Stock Companies Act as well as third parties that act on behalf of the Issuer or such a company, have no voting right for WA bonds belonging to them.
    
7. Entitled to be present at the meeting are those with voting rights and their representatives and persons dispatched or allowed by the Issuer.
    
8. Persons that wish to exercise voting rights must provide written proof that they are bondholders or authorised to represent a bondholder.
    
9. The meeting shall have a quorum when more than half the votes are represented. Should there not be a quorum within 15 minutes after the time set for the meeting to start, a second meeting with the same agenda can be convoked in the same way. This will have a quorum regardless of the number of votes represented. The convocation shall refer to this.
    
10. The chair shall determine the procedure of the meeting as appears appropriate. Votes can be by a show of hands unless one or more persons making up at least a tenth of the votes represented at the meeting demand a written vote.
     
11. Resolutions of the meeting shall require a majority of votes cast. The chair shall bindingly establish the result of the resolution. Established resolutions can only be challenged within a period of a month.
     
12. A notarial record of the meeting’s procedure and the resolutions passed shall be made.
     
13. The costs of the convocation and holding the meeting shall be borne by the Issuer. If bondholders demand a convocation, the Issuer can demand from them a refund of its costs and an appropriate advance on the costs as a precondition for the convocation.
     

§ 6 Payment, expenses

1. The Issuer shall make the Trustee a payment whose amount shall be separately agreed between the Issuer and the Trustee.
    
2. The Issuer shall assume all appropriate expenses of the Trustee in connection with carrying out the tasks described in this contract, including legal advice and external costs in connection with collaterisation of the WA on the basis of § 10 of the WA conditions and/or realising the WA collateral.
    

§ 7 Duration of the contract, resignation, cancellation

1. This contract shall become effective on conclusion of the contract. The trustee relationship shall exist for the term of the WA and end at the earliest on the repayment of all WA bonds not already converted or with the conclusion of the realisation of the WA collateral should a realisation be required. The Trustee relationship shall begin in relation to the WA collateral listed in Annex 2 only with the start of the Trustee’s ownership position.
    
2. The Trustee is entitled at any time to resign if it at the same time or previously appoints in agreement with the Issuer a reputable bank or auditing and trust company as successor that will comply with the rights and obligations in the trustee contract and will assume the liability and administration of the WA collateral. Should the trustee be unable to continue its job and also to appoint a successor, the Issuer shall make the appointment. Such a new appointment shall immediately be announced pursuant to § 12 of the WA conditions.
    
3. The right to extraordinary cancellation for significant cause is unaffected by this. A contracting party (Trustee or Issuer) not fulfilling its obligations under this contract despite a warning and granting of a respite by the other contracting party, shall in particular be considered a significant cause.
    

§ 8 Concluding provisions

1. Changes and additions to the contract shall need to be in writing to be effective, provided that a notarial certification is not required by law. This shall also apply to a waiving of the writing requirement. There shall be no verbal subsidiary agreements.
    
2. Should this contract or a part thereof be or become void or ineffective or a loophole appear, the contracting parties undertake to agree an appropriate regulation instead of the ineffective provision or to fill the loophole that, if legally possible, right from the beginning of the ineffectiveness and the loophole comes closest to what the parties had intended or would have intended from the meaning and purpose of this contract if they had thought of these points on concluding the contract.
    
3. Munich shall be the exclusive place of jurisdiction for all disputes arising in connection with this agreement.