Common use of Fees/Commissions Clause in Contracts

Fees/Commissions. 9.1 As consideration for their participation, the Underwriters will receive from the Company a base fee of 2.00% of the product of the number of New Shares times the Subscription Price (the “Base Fee”). The Base Fee shall be composed of 20% management fee and 80% underwriting commission. Deutsche Bank shall retain 50% of the management fee and UBS Limited shall retain 25% of the management fee as a praecipuum. The remainder of the management fee will be distributed among the Joint Bookrunners in accordance with their respective Commitments. The underwriting commission shall be allocated to the Underwriters in accordance with their respective Commitments. A further incentive fee of up to 0.25% of the product of the number of New Shares times the Subscription Price shall be determined, at the sole discretion of the Company, which will be allocated among the Underwriters and Deutsche Bank in accordance with the fee split for the Base Fee set out above. Any commissions payable may, in the discretion of the Underwriters, be deducted from the aggregate purchase price for the New Shares payable to the Company pursuant to Article 3(1) of the Underwriting Agreement or shall be separately paid by the Company upon demand by the Underwriters, to an account specified for such purpose by the Underwriters. The disbursements and other expenses payable pursuant to Article 7(2) of the Underwriting Agreement shall be paid by the Company promptly upon receiving proper invoices setting out such expenses. 9.2 The fees set forth in Article 9.1 above shall be adjusted by the Process Bank acting on behalf of the Joint Bookrunners, prior to payment, as nearly as practicable in proportion to the respective Commitments of the Underwriters, as follows: (i) the Joint Bookrunners shall deduct the expenses incurred in connection with the subscription of the New Shares and the Offering to the extent that such expenses are not recovered or not recoverable from the Company under the Underwriting Agreement, including in particular legal expenses; (ii) the Joint Bookrunners shall take account of interest on any borrowings or any loan made by them on behalf of the Underwriters in connection with the Offering; (iii) UBS Limited shall deduct any overall loss incurred, or add any overall profit earned, as the case may be, as a result of transactions effected in accordance with Article 11 of this Agreement, including any interests arising from the borrowing of shares. 9.3 Each Co-Lead Manager acknowledges that the Process Bank acting on behalf of the Joint Bookrunners may (in their discretion) adjust the amount of the fees due to any of the Co-Lead Managers pursuant to this Agreement or the Underwriting Agreement in the event that the Joint Bookrunners believe such Co-Lead Manager has failed to comply with any provisions of this Agreement or of any provisions of the Underwriting Agreement. 9.4 The fees set forth in this Article 9 are expected to be paid within 90 calendar days as of the Second Closing Date. 9.5 For the avoidance of doubt all fees and commissions hereunder will be paid in Euro.

Fees/Commissions. 9.1 (1) As consideration for their participation, the Underwriters will receive from the Company a base fee of 2.002.0% of the product of the number of New Shares times the Subscription Price (the “Base Fee”). The Base Fee shall be composed of 20% management fee and 80% underwriting commission. Deutsche Bank shall retain 5060.0% of the management fee and UBS Limited Credit Suisse shall retain 2517.5% of the management fee as a praecipuum. The remainder of the management fee (i.e., 22.5%) will be distributed among the Joint Bookrunners that have been appointed prior to the announcement of the Rights Offering in accordance with their respective Commitments. The underwriting commission shall be allocated to the Underwriters in accordance with their respective Commitments. A further incentive fee of up to 0.25% of the product of the number of New Shares times the Subscription Price shall be determined, at the sole discretion of the Company, which will be allocated among the Underwriters and Deutsche Bank in accordance with the fee split for the Base Fee set out above. Any commissions payable may, in the discretion of the Underwriters, be deducted from the aggregate purchase price for the New Shares payable to the Company pursuant to Article 3(1) of the Underwriting Agreement or shall be separately paid by the Company upon demand by the Underwriters, to an account specified for such purpose by the Underwriters. The disbursements and other expenses payable pursuant to Article 7(2) of the Underwriting Agreement shall be paid by the Company promptly upon receiving proper invoices setting out such expenses. 9.2 (2) The fees set forth in Article 9.1 9(1) above shall be adjusted by the Process Bank acting on behalf of the Joint Bookrunners, prior to payment, as nearly as practicable in proportion to the respective Commitments of the Underwriters, as follows: (i) the Joint Bookrunners shall deduct the expenses incurred in connection with the subscription of the New Shares and the Offering to the extent that such expenses are not recovered or not recoverable from the Company under the Underwriting Agreement, including in particular legal expenses; (ii) the Joint Bookrunners shall take account of interest on any borrowings or any loan made by them on behalf of the Underwriters in connection with the Offering; (iii) UBS Limited Credit Suisse shall deduct any overall loss incurred, or add any overall profit earned, as the case may be, as a result of transactions effected in accordance with Article 11 of this Agreement, including any interests arising from the borrowing of shares. 9.3 (3) Each Co-Lead Manager of the other Underwriters acknowledges that the Process Bank acting on behalf of the Joint Bookrunners may (in their discretion) adjust the amount of the fees due to any of the Co-Lead Managers pursuant to this Agreement or the Underwriting Agreement in the event that the Joint Bookrunners believe such Co-Lead Manager other Underwriter has failed to comply with any provisions of this Agreement or of any provisions of the Underwriting Agreement. 9.4 (4) The fees set forth in this Article 9 are expected to be paid within 90 calendar days as of the Second Closing Date. 9.5 (5) For the avoidance of doubt all fees and commissions hereunder will be paid in Euro.

Fees/Commissions. 9.1 (1) As consideration for their participation, the Underwriters will receive from the Company a base fee of 2.002.0% of the product of the number of New Shares times the Subscription Price (the “Base Fee”). The Base Fee shall be composed of 20% management fee and 80% underwriting commission. Deutsche Bank shall retain 5060% of the management fee and UBS Limited shall retain 2516% of the management fee as a praecipuum. The remainder of the management fee will be distributed among the Joint Bookrunners that have been appointed prior to the announcement of the Rights Offering in accordance with their respective Commitments. The underwriting commission shall be allocated to the Underwriters in accordance with their respective Commitments. A further incentive fee of up to 0.25% of the product of the number of New Shares times the Subscription Price shall be determined, at the sole discretion of the Company, which will be allocated among the Underwriters and Deutsche Bank in accordance with the fee split for the Base Fee set out above. Any commissions payable may, in the discretion of the Underwriters, be deducted from the aggregate purchase price for the New Shares payable to the Company pursuant to Article 3(1) of the Underwriting Agreement or shall be separately paid by the Company upon demand by the Underwriters, to an account specified for such purpose by the Underwriters. The disbursements and other expenses payable pursuant to Article 7(2) of the Underwriting Agreement shall be paid by the Company promptly upon receiving proper invoices setting out such expenses. 9.2 (2) The fees set forth in Article 9.1 9(1) above shall be adjusted by the Process Bank acting on behalf of the Joint Bookrunners, prior to payment, as nearly as practicable in proportion to the respective Commitments of the Underwriters, as follows: (i) the Joint Bookrunners shall deduct the expenses incurred in connection with the subscription of the New Shares and the Offering to the extent that such expenses are not recovered or not recoverable from the Company under the Underwriting Agreement, including in particular legal expenses; (ii) the Joint Bookrunners shall take account of interest on any borrowings or any loan made by them on behalf of the Underwriters in connection with the Offering; (iii) UBS Limited shall deduct any overall loss incurred, or add any overall profit earned, as the case may be, as a result of transactions effected in accordance with Article 11 of this Agreement, including any interests arising from the borrowing of shares. 9.3 (3) Each Co-Lead Manager of the other Underwriters acknowledges that the Process Bank acting on behalf of the Joint Bookrunners may (in their discretion) adjust the amount of the fees due to any of the Co-Lead Managers pursuant to this Agreement or the Underwriting Agreement in the event that the Joint Bookrunners believe such Co-Lead Manager other Underwriter has failed to comply with any provisions of this Agreement or of any provisions of the Underwriting Agreement. 9.4 (4) The fees set forth in this Article 9 are expected to be paid within 90 calendar days as of the Second Closing Date. 9.5 (5) For the avoidance of doubt all fees and commissions hereunder will be paid in Euro.