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11. Change of control and defence measures

11.1 Duty to make an offer

The Company does not have a provision on opting-out or opting-up in its Articles of Association. Thus, the provisions regarding the legally prescribed threshold of 331/3% of the voting rights for making a public takeover offer set out in art. 135 para. 1 FMIA are applicable.

11.2 Change-of-control clauses

There are no change-of-control provisions in favour of any member of the Board of Directors and/or the Group Executive Board and/or other management personnel. However, in the event of a change of control, restricted share units, performance share units and shares subject to transfer restrictions or vesting periods granted to members of the Board and the Group Executive Board may be subject to accelerated vesting or early lifting of restrictions under the applicable plans.1

1 For further information on compensation with respect to a change of control, please refer to the Employment conditions for the Group Executive Board in the Compensation Report.

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