General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.
Item 2: We recommend to oppose the dividend proposal. The dividend is not covered by free cash flow for a ninth consecutive year. We therefore consider a dividend payment inappropriate at this time, especially taking into account possible liquidity risks arising from the recent COVID-19 pandemic.
Item 5: Dr. Hussain Ali Al Abdulla, Minister of State of Qatar, is proposed to be re-elected to the Company's Supervisory Board until the AGM 2025. He is not considered independent as he represents the interests of the State of Qatar which holds a total of 17% of the voting rights of the Company. Independent representation on the Supervisory Board (0%) significantly fails to meet our requirement of at least 33% for co-determined Boards. In addition, Dr. Al Abdulla attended only 63% of the Supervisory Board meetings in financial year 2019, which is below our attendance threshold exceeding 75%. We therefore recommend opposing his re-election.
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