30 Appropriation of Profits (1) The shareholders' meeting shall decide on the appropriation of profits. (2) A minimum of 70 per cent of the balance sheet profit is to be distributed to the shareholders. (3) Provided that a distribution of the balance sheet prot of 10 per cent of the share capital of the company can be carried out. the management is entitled to transfer up to 30 per cent of the balance sheet profit to a profit reserve or profits carried fonNard. (4) The shareholders' meeting can pass a resolution on the appropriation of the balance sheet profit differing to the regulations of the provisions of paragraphs (2) and (3) with a majority of 45 of the votes of all shareholders. VI. Final Provisions 31 Amendments to the Articles of Association Amendments to these Articles of Association may only be made with the majority of 3M of the votes of all shareholders. 32 Receipt of Written Declarations (1) Each shareholder shall notify the management of their address at which notifications, invitations and declarations of intent of the company and shareholders may be received. The company shall notify the other shareholders promptly of the address and any change to the address. IV. Prohibition of Competition 28 Release from the Prohibition of Competition ESCP Europe Business School - Contract and Business Law in Europe One or more managing directors who are under a prohibition of competition may be released therefrom. If the release affects a shareholder, the release shall require a resolution passed by the shareholders' meeting. If a managing director is to be released, the release shall be included in a contractual agreement. The details of this release shall be regulated in the resolution to be passed by the shareholders' meeting or the contractual agreement if this should be a compulsory requirement for the validity of the release. V. Annual Financial Statements and Appropriation of Prots 29 Annual Financial Statements (1) The managing directors shall prepare the annual financial statements and management report in the respectively prescribed form in the rst three months after the close of a financial year. To the extent the legal regulations permit a longer period in general or in the individual case, the annual financial statements and management report shall be prepared within the maximum permitted period provided for in accordance with these regulations. (2) The annual financial statements shall be adopted by the shareholders' meeting by simple majority. 3. Advisory Board 27 Appointment and structure Responsibilities of the Advisom Board (1) The Company shall have an advisory board. It shall consist of at least three members who shall be appointed and withdrawn by the shareholders' meeting. Where the Advisory Board shall consist of only three members, these shall be appointed and withdrawn by the shareholders\" meeting acting by simple majority. In case the Advisory Board shall consist of more than three members, the fourth and any other supplementary member shall be appointed and withdrawn by the shareholders\" meeting with the majority of 3/1. of the votes of all shareholders. The advisory board consists of the managing directors and one director intended by the majority shareholder. They shall elect a chairman and a deputy chairman amongst its members. The chairman and, in its absence, its deputy, shall represent the advisory board externally and shall be authorised to make all declarations necessary to implement resolutions of the advisory board. (2) Membership of the advisory board may also be awarded to individuals who have no shareholding in the Company but who may not be an employee of the Company or an employee of a company in which the Company has a share of more than a quarter or of which it is the general pannen (3) The members of the advisory board shall be appointed until such date at which the ordinary shareholder meeting shall decide on their discharge for the forth complete fiscal year of the Company after their appointment. A re-appointment shall be permissible. The charge shall not end before the new or re-appointment. (4) The advisory board shall be convened through its chairman or through two of its members. The other provisions on shareholder meetings shall apply accordingly to the advisory board