Common use of Composition and Election Clause in Contracts

Composition and Election. (a) The STOXX Board of Directors shall consist of four members. The term of office shall be three years; each member may be re-elected without any limitations. Each Party is entitled to nominate two members of the Board of Directors who will be proposed for election to the General Meeting; DBAG is in addition entitled to designate the President of the Board of Directors from among the persons proposed for election by DBAG; SIX is entitled to designate the Vice-President of the Board of Directors from among the persons proposed for election by SIX. Each proposal for election shall be submitted to the other Party in writing, together with an informative CV of each person proposed for election. Only persons who meet existing election requirements (if any) under applicable law may be proposed or designated for election to the STOXX Board of Directors. (b) The members of the Board of Directors shall not receive any remuneration for their work. They shall only be reimbursed reasonable expenses for travel costs, provided that such travels are required for them to fulfil their duties as members of the Board of Directors. Each Party shall itself insure, at its own discretion, the members of the STOXX Board of Directors nominated by it against the risks under responsibility and third party liability law (verantwortungs- und haftungsrechtliche Risiken) related to their office. (c) Each Party is obliged to vote with its shares in favour of the members of the Board of Directors proposed for election by the other Party as contractually agreed. (d) Each Party is entitled to demand at any time that members of the Board of Directors proposed for election by it be removed from office. If a Party demands that a member of the Board of Directors proposed for election by it be removed from office, a General Meeting for the purpose of removing such member from office (if necessary) and electing a successor shall be held without undue delay (unverzüglich). The other Party shall be obliged to participate in such General Meeting and to vote accordingly. The designated successor may, to the extent legally permissible, participate with an advisory vote, in his capacity as an expert, in all meetings of the Board of Directors that take place prior to his election. A person proposed for election who may already participate in meetings of the Board of Directors prior to being elected shall receive all documents made available to the members of the Board of Directors at the same time such documents are delivered to the latter. Such person proposed for election must be required to comply with confidentiality requirements in advance. (e) If the reduced Agreement pursuant to article 3.1.1 (d) takes effect, only one member of the Board of Directors may be proposed for election to the General Meeting by SIX. SIX will be obliged to procure that, at the time such reduced Agreement takes effect, one of the members of the Board of Directors nominated by it will resign from office or, as the case may be, to agree to such member of the Board of Directors being removed from office at any General Meeting.

Composition and Election. (a) The STOXX Board Holding’s board of Directors directors shall consist of four five members. The term of office shall be three years; each member may be re-elected without any limitations. Each Party is entitled to nominate two members of the Board board of Directors directors who will be proposed for election to the General Meeting; DBAG is in addition entitled entitled, subject to (f) below, to designate the President president of the Board board of Directors from among the persons proposed for election by DBAG; SIX is entitled to designate the Vice-President of the Board of Directors from among the persons proposed for election by SIXdirectors. Each proposal for election shall be submitted to the other Party in writing, together with an informative CV of each person proposed for election. Only persons who meet existing the personal election requirements (if any) under applicable law law, in particular who possess the necessary expertise and afford a guarantee of a proper conduct of business, may be proposed or designated for election in order to be elected to the STOXX Board Holding’s board of Directorsdirectors. (b) The members of the Board board of Directors directors shall not receive any remuneration for their work. They shall only be reimbursed reasonable expenses for travel costs, provided that such travels are required for them to fulfil their duties as members of the Board board of Directorsdirectors. Each Party shall itself insure, at its own discretion, the members of the STOXX Board board of Directors directors of Alex companies nominated by it against the risks under responsibility and third party liability law (verantwortungs- und haftungsrechtliche Risiken) related to their office. (c) Each Subject to (f) below, each Party is shall be obliged to vote with its shares in favour of the members of the Board board of Directors directors proposed for election by the other Party as contractually agreed. (d) The Parties have agreed to appoint the following persons to the Holding’s first board of directors after completion of the Transaction Agreement: (i) Axxx Xxxxxxxx xs president of the board of directors (proposed by DBAG); (ii) Raxxxx Xxxxx xs member of the board of directors (proposed by DBAG); (iii) Anxxxxx Xxxxxxx xs member of the board of directors (proposed by DBAG); (iv) Dr. Xxxxxxxx Xxxxxxx xs vice-president of the board of directors (proposed by SWX); (v) Christoph Bigger as member of the board of directors (proposed by SWX). (e) Each Party is entitled to demand at any time that members of the Board board of Directors directors proposed for election by it be removed from office. If a Party demands that a member of the Board board of Directors directors proposed for election by it be removed from office, a General Meeting for the purpose of removing such member from office (if necessary) and electing a successor shall be held without undue delay (unverzüglich). The other Party shall be obliged to participate in such General Meeting and to vote accordingly. (f) shall apply to the election of a successor of the president. The designated successor may, to the extent legally permissible, participate with an advisory vote, in his capacity as an expert, in all meetings of the Board board of Directors directors that take place prior to his election. A election by the General Meeting; however, the designated president may only do so if SWX explicitly accepts the person proposed for election who may already participate in meetings of by DBAG or does not reject such person within the Board of Directors prior to being elected shall receive all documents made available to the members of the Board of Directors at the same time such documents are delivered to the latter. Such person proposed for election must be required to comply with confidentiality requirements in advance. (e) If the reduced Agreement period pursuant to article 3.1.1 (d) takes effect, only one member of the Board of Directors may be proposed for election to the General Meeting by SIX. SIX will be obliged to procure that, at the time such reduced Agreement takes effect, one of the members of the Board of Directors nominated by it will resign from office or, as the case may be, to agree to such member of the Board of Directors being removed from office at any General Meeting.Article 3.3.1