European Companies Search Engine

Control: MAN Truck & bus SE · Control: MAN Truck & bus SE · Legal form: SE · Convertible bonds Hrb25 Feb 2009 German Trade Register Announcement, Germany (20/02/2009)

Overview

Text

MAN AG, Munich, X164.ie Gesellschaft has submitted the draft conversion plan into a European MAN AG3 (MAN AG2, MAN AG1) to the Munich District Court (Register Court) for consultation. Conversion of the MAN AG into a European Company (MAN AG0, MAN AG9) The Executive Board and Supervisory Board propose the following resolution, whereby, in accordance with section 124 (3) sentence 1 of the German Stock Corporation Act (AktG), only the Supervisory Board submits the proposal to appoint the auditor for the first financial year of the future MAN SE (Section 8 of the conversion plan): the conversion plan of February 18, 2009 on the conversion of the MAN AG into a European company (MAN AG8, MAN AG7) is approved; the Articles of Association of the MAN SE, which are annexed to the conversion plan as Annex 1, shall be approved, provided that the sentences 3 and 4 of Section 4 (4) of the Articles of Association of the MAN SE shall be waived without replacement if the Annual General Meeting on April 3, 2009 rejects the proposal for a resolution submitted under TOP 6 of the invitation to the Annual General Meeting of April 3, 2009 to supplement the authorisation for authorised capital in 2005. The Board of Management is instructed not to register sentences 3 and 4 of Section 4 (4) of the Articles of Association of the MAN SE for registration in the Commercial Register until the resolution on TOP 6 of the invitation to the Annual General Meeting of April 3, 2009 is entered in the competent commercial register of the MAN AG or the validity of this decision has been established. The conversion plan of February 18, 2009 and the statutes of the MAN SE annexed to it as Annex 1 and the agreement with the special negotiating body annexed to it as Annex 2 shall be replaced by the following wording: conversion plan on the change of form of the MAN AG, Munich, Germany, into the legal form of the European MAN AG6 (MAN AG5, MAN AG4) PreambleA. The MAN AG ("MAN AG" or "Company") is a MAN AG3 of German law with its registered office and headquarters in Munich, Germany. It is registered in the Commercial Register of the Munich District Court under HRB 78 706. Your business address is: MAN SE5, Germany. The MAN AG is the holding company of the MAN Group ("MAN Group") and directly or indirectly holds the shares in the companies belonging to the MAN Group. B. The share capital of the MAN AG amounts to 376,422,400 euros. It is divided into 147,040,000 no-par value shares, of which 140,974,350 are ordinary shares and 6,065,650 preference shares without voting rights. The shares are denominated in the Inh.. Pursuant to Section 4 (3) of the Articles of Association of the MAN AG, the Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 188,211,200 by issuing the share capital on the Inh by June 2, 2010 by one-time or multiple editions of Inh. ordinary shares in exchange for cash and/or non-cash contributions (Authorized Capital 2005). In addition, the share capital is allocated to the Inh by up to 76,800,000 euros, divided into up to 30,000,000 units, in accordance with Section 4 (4) of the Articles of Association of the MAN AG. ordinary shares, conditionally increased (Conditional capital 2005). C. The MAN AG is to be converted into a European company (MAN AG0, "MAN AG9") with the company "MAN SE" in accordance with Article 2 (4) of Article 37 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute of European Company (MAN AG2) ("MAN AG1"VO"). The MAN AG8 is the only supranational legal form available to a listed company based in Germany. D. The change of legal form from a MAN AG7 to a European company expresses the self-image of the MAN AG as a European and globally oriented company. The supranational legal form promotes an open and international corporate culture. The legal form of the European Company also offers the opportunity to further develop the corporate governance structure of the MAN AG and to further optimise the work of the corporate bodies. The reduction of the Supervisory Board, which continues to be made on an equal basis, from 20 to 16 members makes an important contribution to this. In accordance with the agreement concluded on February 18, 2009 between the Board of MAN AG and a special negotiating body of employee representatives in accordance with the provisions of the Law on the Participation of Employees in a European Company (MAN AG6 Participation Act - "SEBG") (see below: 6.7) on the participation of employees in the MAN AG5, employee representatives will in future be appointed not exclusively by national employee representatives of the MAN Group and the domestic trade unions, but also with the participation of the employee representatives and trade unions of other Member States of the European Union ("EU") or, where concerned, by the Contracting States of the European Economic Area ("EEA"). E. The board of directors of the MAN AG believes that the change in legal form represents a further consistent step in the development of the company, which takes into account the successful expansion of the MAN Group's international business activities. The company is to maintain its headquarters and headquarters in Germany. However, the new legal form of the MAN AG4 is intended to reflect its international orientation. The Board of Directors of the MAN AG therefore sets out the following conversion plan: Section 1 Change of form Conversion 1.1 The MAN AG is to be converted into a European company (MAN AG2, MAN AG1) in accordance with Art. 2 sec. 4 i.V.m. Art. 37 MAN AG3 - VO.1 The MAN AG has for more than two years had a large number of subsidiaries in accordance with Art. 2 sec. 4 MAN AG0 - VO i.V.m. Article 2 (c) of Council Directive 2001/86 (EC) of October 8, 2001 supplementing the Staff Regulations of the European Company with regard to the participation of employees ('MAN AG9 - RL') i.v., Article 3 (2) to 7 of Council Directive 94/45 (EC) of September 22, 1994 (Euro Works Council Directive), which are governed by the law of other EU Member States. One of these subsidiaries is, for example, MAN STAR Trucks & Buses Sp.z.o.o., based in Sady, Poland, registered in the business register of the national register at the local court in Poznan, ul. Grochowe Taki 6, Poznan, under the number KRS 0000003195. The MAN STAR Trucks & Buses Sp.z.o.o. is a wholly owned subsidiary of MAN Commercial Vehicles MAN AG8, based in Munich (HRB 86 963), Germany, in which the MAN AG has a 100% stake and is also controlled by the MAN AG through a control and profit transfer agreement. The condition for a change in form of the MAN AG into the MAN SE in accordance with Article 2 (4) MAN AG7 - VO is thus fulfilled.1.3 The change of form of the MAN AG into a MAN AG6 neither dissolves the company nor does a new legal entity be created (Art. 37 sec. 1 MAN AG5 - VO). The shareholders shareholding in the company remains unchanged due to the preservation of the entity's identity. 1.4 The conversion will take effect when it is entered in the commercial register responsible for the MAN AG at the Munich District Court ("date of conversion"). Section 2 Company, registered office, articles of association 2.1 The company of the MAN AG4 is "MAN SE".2.2 The registered office of the MAN SE is Munich, Germany. It is also the head office.2.3 The MAN SE shall receive the statutes annexed to Annex 1, which form part of this conversion plan. Section 3 Share capital, authorized and contingent capital, use of the retained earnings, authorisation to acquire treasury shares, no cash settlement3.1 The entire share capital of the MAN AG in the amount existing at the time of conversion and in the allocation to the Inh at the time of conversion. no-par value shares, including the division into ordinary and preferred shares (Section 4 (1) of the Articles of Association of the MAN AG), becomes the share capital of the MAN SE. The authorized and conditional capital of the MAN AG in the amount existing at the time of conversion (Sections 4 (3) and (4) of the Articles of Association of the MAN AG) becomes the authorised and conditional capital of the MAN SE. 3.2 The share capital of the MAN AG currently amounts to EUR 376,422,400. It is divided into 147,040,000 no-par value shares, of which 140,974,350 are ordinary shares and 6,065,650 preference shares without voting rights. The shares are denominated in the Inh.. The pro rata amount per share in the share capital of the MAN AG is EUR 2.56. 3.3 Pursuant to Section 4 (3) of the current Articles of Association of MAN AG, the Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 188,211,200 by issuing up to EUR 188,211,200 by issuing the Company on the Inh by means of one-off or multiple issuance of the Company by The Supervisory Board. ordinary shares in exchange for cash and/or non-cash contributions (Authorized Capital 2005). In the case of cash capital increases, shareholders must in principle be granted a subscription right. However, the Management Board is authorized, with the consent of the Supervisory Board, to exclude this subscription right to the extent necessary to grant creditors of convertible bonds or the incement of bonds issued or become warrants issued by the Company or its group companies to the extent that they would be entitled to a subscription right to new shares (dilution protection); and/or - if the issue amount of the new shares does not fall below the market price by more than 5% and the shares issued pursuant to Section 186 (3) of the 4th Stock Act do not exceed 10% of the share capital; this limitation shall be credited to shares issued or sold in direct or equivalent application of this provision on the basis of other authorisations during the term of that authorisation until the date of its exploitation; also be credited to shares issued or are to be issued on the basis of bonds issued at the time of exploitation in accordance with this provision with conversion or option rights; and/or - to use any peak amounts needed to round off the capital. The Board of Management is also authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in the event of the issue of shares in exchange for contributions in kind for the purpose of acquiring companies, holdings in companies or material assets of companies. In addition, the Management Board is authorized, with the consent of the Supervisory Board, to determine the further details of the implementation of capital increases. If the Annual General Meeting of the MAN AG decides by resolution on April 3, 2009 to grant the Board of Management of the MAN AG the authorisation to exclude the subscription rights of the shareholders with regard to a partial amount of the Authorized Capital 2005 of up to 4,000,000 Euros, with the consent of the Supervisory Board, and to exclude new shares against cash deposit or in accordance with the provisions of Section 204 para. 3 Act G to senior employees with management responsibilities (managers) of the Company and/or the subordinate companies associated with the Company (see to the full text of the supplement of the authorised authorisation for authorised capital 2005 also TOP 6 of the invitation to the annual general meeting of the MAN AG on April 3, 2009), this addition to the authorised authorisation for the Authorised Capital 2005 shall continue unchanged for the Board of Management of the future MAN SE. Reference is made and referred to by the report of the Board of Management of the MAN AG on TOP 6 of the agenda of the invitation to the Annual General Meeting on April 3, 2009. If the Annual General Meeting rejects the proposal for a resolution on TOP 6 of the invitation to the Annual General Meeting on April 3, 2009, the addition of the authorisation for the Authorised Capital 2005 does not apply to the MAN AG3 and the Executive Board shall notify the Articles of Association of the MAN SE for registration in the Commercial Register without the sentences 3 and 4 of Section 4 (4). Moreover, the Board of Management is instructed not to register sentences 3 and 4 of Section 4 (4) of the Articles of Association of the MAN SE for registration in the Commercial Register, if the resolution on TOP 6 of the invitation to the Annual General Meeting of April 3, 2009 is entered in the competent commercial register of the MAN AG or the validity of this resolution is determined.3.4 In addition, the share capital is allocated by up to 76,800,000 euros, divided into up to 30,000,000 pieces, in accordance with Section 4 (4) of the current Articles of Association of the MAN AG. ordinary shares, conditionally increased. The conditional capital increase is carried out only to the extent that the Inh. of conversion or option rights arising from bonds issued by the MAN AG or its group companies in cash pursuant to the authorisation resolution of the Annual General Meeting of June 3, 2005, supplemented by the resolution of the Annual General Meeting of May 10, 2007, and unless other forms of performance are used for servicing. The new shares are entitled to dividends for the first time for the financial year of their issue (Conditional Capital 2005). 3.5 The natural and legal persons who are shareholders of the MAN AG at the time of the conversion shall become shareholders of the MAN SE. They shall participate in the share capital of the MAN SE to the same extent and with the same number of no-par value shares as they are at the time of conversion on the MAN AG. Common shareholders shall receive the same number of ordinary shares which they hold at the MAN AG at the time of conversion; preferred shareholders shall receive the same number of preference shares which they hold at the MAN AG at the time of conversion. The accounting share of each no-par-value share in the share capital (currently EUR 2.56) remains as it exists at the time of conversion.3.6 In the articles of association of the MAN SE, the percentage of the share capital referred to in Section 4 (1) of the Articles of Association of the MAN SE corresponds to the share capital figure referred to in Section 4 (1) with the division into no-par value shares, including the division into ordinary and preferred shares described in Section 4 (1). 1 of the Articles of Association of the MAN AG the share capital figure referred to in the statutes with the division into no-par value shares, including the described division into ordinary and preferred shares,b) the amount of the Authorised Capital 2005 in accordance with Section 4 (4) of the Articles of Association of the MAN SE the amount of the Authorized Capital 2005 pursuant to Section 4 (3) of the Articles of Association of the MAN AG, this including the provisions to supplement the authorisation for the Authorised Capital 2005 with which the Board of Management is authorised to do so. , with respect to a partial amount of the Authorised Capital 2005 of up to EUR 4,000,000, with the consent of the Supervisory Board to exclude the subscription rights of shareholders and to issue new shares against cash contributions or in accordance with the provisions of Section 204 (3) of the German Stock Corporation Act (AktG) to senior employees with management responsibilities (managers) of the company and/or the subordinate companies associated with the company, provided that the Annual General Meeting on April 3, 2009 decides to supplement the authorisation for authorised capital in 2005; the supplement to the Authorised Capital 2005 does not apply if the Annual General Meeting rejects the proposal for a resolution on TOP 6 of the invitation to the Annual General Meeting on April 3, 2009; moreover, the Management Board is instructed not to register sentences 3 and 4 of Section 4 (4) of the Articles of Association of the MAN SE for registration in the Commercial Register until the resolution on TOP 6 of the invitation to the Annual General Meeting of April 3, 2009 is entered in the competent commercial register of the MAN AG or the validity of this decision has been established (c) the amount of conditional capital 2005 in accordance with Section 4 (5) of the Articles of Association of the MAN SE the amount of conditional capital 2005 pursuant to Section 4 (4) of the Statutes of the MAN AG, and (d) the provisions pursuant to Section 24 (3) of the Statute of the MAN SE on the order in which the annual profit is used in accordance with the provisions of Section 24 (3) of the Articles of association of the MAN AG. According to this, the annual net profit must first be used to pay a preference profit share of EUR 0.11 per preference share excluding voting rights intended for the preferred shareholders without voting rights and then to pay a profit share of up to EUR 0.11 per common share intended for common shareholders. A further balance sheet profit shall be used to pay an additional share of the profit equally to the common shareholders and the preferred shareholders without voting rights according to the ratio of their shares in the share capital. The other special rights of the preferred shareholders are set out in Section 4 of this conversion plan. By way of derogation from the foregoing, if the MAN AG make use of the Authorised Capital 2005 and/or conditional capital 2005 before the conversion into a MAN AG2, the respective authorisation framework for the increase of the share capital shall be reduced in accordance with Section 4 (4) and (5) of the Articles of Association MAN SE of the MAN SE and the share capital figure and the number of shares in Section 4 (1) and (3) of the Articles of Association shall be reduced accordingly and the share capital figure and the number of shares shall be increased accordingly in accordance with section 4 (1) and (3) of the Articles of Association. Any capital measures adopted by the Annual General Meeting before the date of conversion shall also apply to the MAN SE. The same shall also apply in the event of the confiscation of treasury shares.3.7 If the Annual General Meeting of the MAN AG, by resolution on April 3, 2009, grants the board of directors of the MAN AG the authorisation to do so by October 2, To acquire additional shares and/or preference shares without voting rights of the Company once or several times in 2010 with the consent of the Supervisory Board up to a maximum of 10% of the share capital under certain additional conditions also included in the authorisation (see also TOP 5 of the invitation to the Annual General Meeting of the MAN AG on April 3, 2009), this authorisation shall remain unchanged, in particular with regard to the subscription rights exclusions permitted by the authorisation decision, for the future MAN SE subscription rights exclusions for the board of directors. The report of the Executive Board of the MAN AG pursuant to Section 71 (1) No. 8 in conjunction with Section 186 (3) sentence 4 and section 186 (4) sentence 2 Act G to the Annual General Meeting on April 3, 2009 on the authorisation and the respective subscription rights exclusions is referred to and referred to. If the Annual General Meeting does not agree to this, the old authorisation to purchase treasury shares from April 25, 2008 to October 24, 2009 will continue unchanged for the Board of Management of MAN AG1.3.8 Shareholders who object to the conversion will not receive an offer on cash compensation, as this is not provided for by law. Section 4 Special rights, special advantages4.1 As special rights, the Inh. of non-voting preference shares of the MAN AG in the MAN SE pursuant to Section 24 (3) of the Articles of Association of the MAN SE the right to use the annual net profit initially for the payment of a preference profit share of EUR 0.11 per preference share excluding voting rights intended for the preferred shareholders without voting rights. If the retained profit is not sufficient to pay the preference profit share, the missing amounts, excluding interest, from the net profit of the following financial years, must be repaid before a share of profit is distributed to the common shareholders. If the available retained earnings are not sufficient to pay the arrears and the preferential profit share of EUR 0.11 of the new financial year, the arrears in the order in which they were created and then the preferred profit share of the new year are paid out. 4.2 Pursuant to Section 24 (3) of the Articles of Association of the MAN SE, common shareholders still have the right to use the annual net profit after payment of the preference profit share of EUR 0.11 per preference share without voting rights to pay a profit share of up to EUR 0.11 per common share intended for common shareholders. 4.3 In addition to the special rights referred to in the preceding paragraphs, the special rights referred to in Article 20 (1) sentence 2 lit. (f) MAN AG0 - VO does not grant special rights and no measures proposed for such persons. In the course of the conversion, persons in the i.S.V. Art. 20 sec. 1 sentence 2 lit. (g) no special benefits are granted to MAN AG9 - VO. Section 5 Organs of the MAN SE5.1 bodies of the MAN SE are, as before, the MAN AG, the Executive Board, the Supervisory Board and the Annual General Meeting. For the Executive Board, which is appointed for a period of up to 5 years, and the Annual General Meeting, all essential regulations in the MAN SE comply with the rules of the MAN AG that have been in force up to now. 5.2 In accordance with Section 7 (1) of the Articles of Association of the MAN SE, the Supervisory Board of the MAN SE MAN SE no longer consists MAN AG0 of 20 members, but 16 members, but rather 16 members and consists of 8 shareholder and 8 employee representatives.5.3 The term of office of the Supervisory Board of the MAN AG1 is 5 years, the year from the end of an ordinary general meeting to the end of the next. By way of derogation from this, the first term of office of the Supervisory Board runs until the end of the second Annual General Meeting of the MAN AG2, which takes place after the registration of the MAN AG3 in the competent commercial register at the District Court of Munich (Section 7 (2) of the Articles of Association of the MAN AG4).5.4 The 8 shareholder representatives on the Supervisory Board of the MAN AG5 are elected by the General Meeting (Section 7 (3) sentence 1 of the Articles of Association of the MAN AG6). The 8 employee representatives on the Supervisory Board of MAN AG7 are appointed by the employees to the Supervisory Board of the MAN AG6 in accordance with the provisions of the agreement concluded pursuant to the MAN AG8 Participation Act (SEBG) on the participation of employees in the MAN AG7 in the current version (Section 7 (3) sentence 2 of the Articles of Association of the MAN AG8). 5.5 The offices of the members of the Board of Management and Supervisory Board of the MAN AG9 (shareholder representatives and employee representatives) shall end with the change of form at the time of conversion, i.e. with the registration of the conversion in the commercial register responsible for the MAN AG0 at the Munich District Court. Paragraph 6 Information on the procedure for the agreement on the participation of workers in MAN AG16.1 In connection with the change in form of the MAN AG2 into a MAN AG5, a procedure on the participation of employees in the future MAN AG3 must be carried out in accordance with the provisions of the SEBG. In accordance with Article 12 (2) MAN AG4 - VO, the conclusion of the negotiated procedure is a condition for the entry of the MAN AG3 in the commercial register and thus for the conversion of the MAN AG4 into a MAN AG2. The aim of such a procedure is to conclude an agreement on the participation of employees in the MAN AG1 in accordance with the first sentence of Paragraph 13 (1) of the SEBG, in particular on the participation of employees on the supervisory board of the MAN AG5 and the procedure for informing and consulting employees, either by the formation of a MAN AG0 works council or in any other manner compatible with the board of directors of the MAN AG6. In the event that the negotiated procedure is not concluded with an agreement on employee participation, including the rights of information and consultation between management and workers representatives, the SEBG provides for catch-up arrangements with regard to participation and the procedure for informing and consulting workers. 6.2 The procedure for the participation of employees in the MAN AG9 is characterised by the principle of the protection of the acquired rights of employees (Section 1 (1) of the SEBG). Pursuant to Paragraph 2 (8) of the SEBG, the participation of employees means any procedure, including information, consultation and co-determination, by which the representatives of the employees may influence the decision-making process in the company. In this context, information shall refer to the information provided by the MAN AG8 works council or other employee representatives by the management of the MAN AG7 on matters concerning the MAN AG6 itself or one of its subsidiaries or one of its establishments in another Member State or which go beyond the powers of the competent bodies at the level of the individual Member State (Section 2 (10) of the SEBG). In addition to the opinion of the employee representatives on relevant transactions, The hearing means exchanges between employee representatives and management and advice with a view to reaching agreement, although management remains free in its decision (Section 2 (11) of the SEBG). The greatest possible influence is granted by the company's participation. It refers either to the right to appoint or elect members of the Supervisory Board or, alternatively, to propose them themselves or to reject proposals from third parties (Section 2 bs. 12 SEBG). 6.3 By letter dated July 28, 2008, the Board of directors of the MAN AG7 initiated the procedure for the participation of employees in the MAN AG5 in accordance with the provisions of the SEBG. At the same time, the Board of Directors of the MAN AG8 inforeined the respective employee representatives (including the German spokesperson committees) of the MAN AG9, their subsidiaries and affected companies in the Member States of the EU and the Contracting States of the EEA ("Member States") pursuant to Section 4 (1) of the SEBG on the intended change of form of the MAN SE0 into a European Company (MAN AG4). Where there were no employee representatives in the subsidiaries or establishments concerned, the employees concerned were informed. At the same time, the executive board of the MAN SE1 called on the respective employee representatives (including the German spokespersoncommittees) and, where there were no employee representatives, the employees, the MAN SE2, their affected subsidiaries and the companies concerned, to form a special negotiating body of employee representatives with the aim of negotiating the participation of employees in the future MAN AG3 with the Executive Board and establishing it in a joint agreement. 6.4 In accordance with Paragraph 4 (3) of the SEBG, the information provided to the employees of the MAN SE3, its subsidiaries and the establishments concerned covered, in particular, to (a) the identity and structure of the MAN SE4, the subsidiaries concerned and the establishments concerned and their distribution among the Member States (b) the employee representatives in those companies and establishments (c) the number of employees employed in those companies and establishments and the total number of employees employed in a Member State and (d) the number of employees entitled to participate in the bodies of those companies.6.5 The distribution of seats in the special negotiating body among the individual Member States is regulated for a MAN AG2 establishment with its registered office in Germany in Paragraph 5 (1) of the SEBG. Each Member State in which workers of the MAN Group are employed will be given at least one seat on the special negotiating body. The number of workers employed in that Member State shall be increased by 1 if the number of workers employed in that Member State exceeds the threshold of 10%, 20%, 30%, etc. of all workers in the MAN Group employed in the Member States. In accordance with these guidelines and on the basis of the number of employees in the respective Member States at the time of the information on the conversion and the call for the formation of the special negotiating body by the Board of MAN SE5 (see above: The Member States accounted for a total of 26 seats for the special negotiating body as follows: Germany 7Poland 2 Belgium 1Denmark 1France 1Greece 1Great 1Italy 1Latvia 1Netherlands 1Norway 1Austria 1Portugal 1Sweden 1Slovakia 1Slovenia 1Spain 1Czech Republic 1Hungary 16.6 According to Section 11 (1) sentence 1 SEBG, the employees or employees had to be employed. their employee representatives in the respective Member States 10 weeks from receipt of the information described in Section 6.4 by the Board of MAN SE6 Time to elect the members of the special negotiating body in accordance with the applicable national rules for the implementation of the MAN AG1 - RL. The members of the special negotiating body which are in Germany must be elected by election by secret and direct election in accordance with Section 8 (1) of the SEBG. Two-thirds of the members of the electoral body representing at least two-thirds of the employees must be present at the election. The members of the electoral body each have as many votes as they represent employees. The election of the national members of the special negotiating body shall be carried out by a simple majority of the votes cast. If, as in the case of the conversion of the MAN SE7 into a MAN AG0, only one group of companies is involved in the establishment of the MAN AG9 from Germany and, as in the MAN Group, there is a group works council, the electoral body shall consist of the members of the Group Works Council in accordance with Section 8 (2) of the SEBG. In Germany, employees of the domestic companies and companies of the MAN Group as well as trade union representatives are eligible to be elected to the special negotiating body, whereby women and men are to be elected according to their numerical ratio. A substitute member shall be elected for each member. If the special negotiating body consists of more than 2 members from Germany, each third member must be a trade union member (Section 6 (3) SEBG). If the special negotiating body consists of more than 6 members from Germany, each 7th member must be a senior employee (Section 6 (4) SEBG). For the MAN Group, this meant that among the 7 German members of the special negotiating body there had to be two trade union representatives and 1 senior employee. 6.7 Until October 9, 2008, i.e. within the 10 - week period of Paragraph 11 (1) sentence 1 SEBG, the executive board of the MAN SE8 had received all the results of the elections held in the Member States concerned for the posting of members to the special negotiating body, including their substitute members, and for Germany, including the two trade union representatives and a representative for the executives. By letter dated October 10, 2008, the Board of directors of the MAN SE9 then invited the respective members of the special negotiating body to its constituent meeting on October 16, 2008 in Munich. Subsequently, negotiations were opened between the Board of Directors of the MAN AG0 and the special negotiating body with the aim of entering into an agreement on the design of the participation procedure and the determination of the participation of the employees in the future MAN AG8 in accordance with Article 3 (3), Article 4 (1) MAN AG7 - RL i.V.m. Section 13 (1) (1) of the SEBG. Negotiations were successfully concluded on February 18, 2009 with the conclusion of an agreement on employee participation in the MAN AG6 ("Agreement") between the Board of directors of the MAN AG1 and the Special Negotiating Body. The agreement annexed to Annex 2 is subject to the suspensive condition that the general meeting of the MAN AG2 decides on the change of form of the MAN AG3 into a MAN AG5 by a majority of at least three-quarters of the share capital represented in the resolution. 7 Agreement between the Board of Directors of the MAN AG4 and the Special Negotiating Body, consequences of the transformation for workers and their representations7.1 The agreement concluded between the Board of directors of the MAN AG5 and the special negotiating body on February 18, 2009 ensures and regulates company and business participation, including the rights to inform and consult workers in the MAN AG6, their subsidiaries and companies concerned within the scope of the agreement, i.e. in the States of the EU and those of the EEA ( Unless otherwise specified in the agreement, the provisions of the MAN AG4 - VO, MAN AG3 - RL and sEBG and the other national provisions shall apply in Germany; the latter, however, only insofar as these are not provisions of the German Works Constitution Act, which are only applied if reference is made to them in the agreement. In addition to the agreement, the European Works Councils Act also does not apply to the MAN AG2 (Article 47 (1) No. 2 SEBG). According to the agreement, the provisions of the German co-determination laws shall apply to the MAN AG1, unless otherwise stipulated. The validity of the company co-determination laws in the German subsidiaries of the MAN AG0 remains unaffected (Art. 13 sec. 3 lit. b) MAN AG9 - RL, Art. 47 sec. 1 no. 1 SEBG). The respective national provisions in the individual Member States are also unaffected (Section 1.2 of the agreement).7.2 In order to safeguard workers rights to information and consultation in the MAN AG7, a MAN AG8 works council is formed at the MAN AG8 (Section 2.1 of the agreement). This replaces the European Works Council, which currently exists in the MAN Group. Unless otherwise stated in the agreement, the maximum number of members of the MAN AG7 works council shall be between 25,000 and 40,000 24 members, more than 40,000 to 55,000 26 members and more than 55,000 31 members ( Section 2.2 of the agreement) for a total number of employees of all companies in the MAN Group. In accordance with Article 3.1 of the agreement, the seats of the MAN AG6 Works Council shall be distributed among the Member States as follows: in a first step, each Member State receives one seat on the MAN AG5 works council for every full 2,500 employees. In a second step, 1 posting group is formed from those Member States which have not been allocated a seat in either the 1st or the third step, and the first group of delegates shall be formed. In a third step, the remaining seats are distributed among the Member States in the numerical order of the (remaining) number of employees in the Member States, including the number of employees of those Member States which were not taken into account in the first step (Section 3.1 of the Agreement). The members to be posted from the respective Member States to the MAN AG4 works council shall be elected or posted to the MAN AG3 works council in accordance with the applicable national provisions. If, pending the constitution of the MAN AG2 works council in a Member State, there is no election, appointment or initiation of the relevant procedure in accordance with the national provisions for posting a representative to the MAN AG1 works council, the respective Member State and the seats in the MAN AG0 works council and votes attributable to it shall fall to the group of postings until the end of the term of office of the SE works council (Section 3.4 of the agreement). In addition, for the period up to the departure from the MAN Group, a separate posting group will be formed for the Member States in which employees of the MAN Ferrostaal subgroup are employed AG, to which 2 seats on the SE works council will be allocated (Section 3.2 of the agreement). 7.3 On the basis of the expected number of employees employed in the MAN Group at the time of conversion in the respective MEMBER states of the EU or in the Contracting States of the EEA, the first SE works council will consist of a total of 26 members, without taking into account the subgroup of MAN Ferrostaal AG. The 26 seats of the first SE works council will be distributed among the Member States as follows: Germany 13, Poland 2, Austria 2 and Denmark 2 seats, as well as Great Britain, France, Spain, Slovakia, Italy, the Czech Republic and the remaining Member States included in the posting circle, each with 1 seat (Section 5.1 of the agreement). In addition, there are 2 seats for the sub-group of MAN Ferrostaal AG, if and as long as it belongs to the MAN Group. The SE works council is thus to be filled at European level, i.e. it will be composed in the respective Member States taking into account the respective number of employees of the MAN Group. This will ensure that the interests of workers in each Member State are properly taken into account. The election of SE works council members shall be made in the respective Member States for the seats allocated to them in accordance with the national rules applicable to the election or posting of members to the special negotiating body (Section 5.2 (1) of the agreement). The basis is the data provided by the Executive Board of the SE pursuant to Section 4.1 of the Agreement at the relevant time on the number of employees within the scope of the agreement, in the individual Member States and in the sub-groups of the MAN Group. For the scope of the dispatch, i.e. for the Member States, which do not send their own candidates, the election of the SE works council member is made by country representatives, who in turn are to be elected in accordance with the procedure for sending members to the special negotiating body in the respective Member States (Section 5.2 (2) of the agreement). Nominations may be submitted by any works council body and workers who are not represented by employee representatives in the respective Member States to the electoral body responsible for national provisions. When selecting the members for the SE works council, the respective sub-groups of the MAN Group as well as the main production sites and the sales and service organisations should be duly taken into account in the respective Member States (Section 5.3 b) of the agreement). In Member States which have more than one seat, a member of the SE works council, which is employed either at the headquarters of the management company or another company of the respective subgroup, is to be elected, as far as possible, for each subgroup of the MAN Group in the Member State in which the respective management company of a sub-group is located (Section 5.3 (a) of the agreement). In particular, this scheme ensures that the employees of the MAN AG9 and the companies associated with it, which are not assigned to another subgroup, are also adequately represented on the SE works council. 7.4 The members of the SE Works Council are elected for a term of office of 4 years (Section 5.6 of the Agreement). If the total number of employees in the MAN Group during the regular 4 - year term of office exceeds or exceeds the thresholds defined in Section 2.2 of the Agreement, the number of seats on the SE Works Council will remain unchanged until the end of the current term of office (Section 5.7 of the Agreement). This ensures the continuity and functioning of the SE works council. However, in the event of the acquisition of a substantial subsidiary (after the takeover) including its affiliates, or in the case of the establishment of a new site with a total of more than 3,000 employees each within the scope of the agreement, the SE works council shall be extended by 1 and, for a further 10,000 employees, within the scope of the agreement by 1 additional seat - i.e. up to a maximum of up to 2 additional seats - by the end of the current term of office (Section 5.8 of the agreement). This takes into account significant fluctuations in the number of employees and ensures that the new employees joining the MAN Group are adequately and equally represented on the SE works council.7.5 The SE works council is constituted upon summons of the Board of Management of the MAN SE9 within 4 weeks after the Executive Board has communicated the data necessary for the formation of the MAN SE8 works council to the current MAN SE7 works council (Section 4.1 and Section 6.1 of the agreement). The respective data must be communicated by the board of the MAN SE3 on 31 December of each financial year and in good time before the opening of an election procedure for the election of the MAN SE6 works council or, if necessary, before necessary adjustments or by-elections for the MAN SE5 works council or according to the corresponding requirement by the MAN SE4 works council (Section 4.1 of the agreement). At the constituent meeting, the MAN SE2 works council elects from among its members a chairman, 2 vice-chairmen and a secretary (Section 6.2 of the agreement). In addition, the MAN SE1 works council forms an executive committee from among its members, which manages the day-to-day business of the MAN SE0 works council (Section 7 of the agreement). The MAN AG9 Works Council shall have a quorum if at least half of its elected members, representing at least half of all employees of the MAN Group within the scope of the agreement, are present (Section 8.1 of the agreement). The members of the MAN AG8 works council shall each represent the employees of the Member State from which they were elected to the MAN AG7 works council and shall each have the corresponding number of votes; if several members of the MAN AG6 works council come from one Member State, they represent only a corresponding fraction of the workers of that Member State and have only a fraction of the votes (Section 8.2 of the agreement). Ordinary meetings of the MAN AG5 Works Council are held twice a year. If necessary, further extraordinary meetings may be convened at the request of the Board of Directors of the MAN AG4 or 10% of the members of the MAN AG3 Works Council from at least 2 Member States, if exceptional circumstances exist (Sections 9.1 and 9.2 of the Agreement). The meetings usually take place at the headquarters of the MAN AG2, whereby the chairman, in consultation with the board of directors of the MAN AG1, may determine other meeting locations (Section 9.3 of the agreement).7.6 The responsibilities and powers of the MAN AG0 works council are listed in Section 10 of the agreement. According to that agreement, the MAN AG9 works council is responsible for matters affecting the MAN AG8 itself, one of its subsidiaries or one of its establishments in another Member State, or which go beyond the powers of the competent bodies at the level of each Member State and each have significant cross-border effects affecting at least 2 companies or establishments of the MAN group in 2 Member States.7.7 The rights of the MAN AG7 works council to information and consultation by the board of MAN SE0 are the result of Paragraph 11 of the agreement. Thereafter, the Board of Directors of the MAN AG6 must inform and consult the MAN AG5 Works Council in writing at least once a calendar year in a joint meeting. The information and consultation of the MAN AG4 Works Council will include reports on the development of the business situation and the prospects of the MAN AG3. This includes, in particular, insofar as the facts listed in Sections 11.1 (a) to m) of the Agreement are relevant to the scope of the agreement and to the MAN Group. In addition, the Executive Board of the MAN AG2 the MAN AG1 Works Council must also inform and consult the MAN AG1 Works Council in good time (Section 11.2 of the Agreement) on exceptional circumstances which have a significant impact on the interests of the man Group employees within the scope of this agreement. Information and consultation of the MAN AG0 works council for exceptional reasons is provided, in particular, for a) the decommissioning, relocation or relocation of undertakings, establishments or essential parts of the undertaking (b) in the case of collective redundancies and (c) in the case of initial order and/or turnover decreases or in connection with the initial contract and/or decreases in sales of more than 20% in the previous quarter compared to the previous year (Sections 11.2 a) to c) of the agreement). In addition, insofar as the interests of senior executives in Germany are significantly affected, the chairmen of the highest German interest groups of senior employees, such as the MAN AG9 works council, must be informed. In addition, the first chairmen of the German spokespersons committees have the right to participate in a meeting of the MAN AG8 works council and/or the executive committee once a calendar year, as well as to attend meetings of the MAN AG7 works council and to submit proposals to the agenda in those meetings if and to the extent that the interests of the executives are substantially affected (Section 11.8 of the agreement). This regulation takes due account of the need for information and consultation of the representatives of senior executives in Germany. 7.8 Employee representatives and, in the absence of employee representatives, the employees of the companies and companies of the MAN Group, which are not directly represented on the MAN AG6 works council, shall be informed by the MAN AG5 works council on the content of the respective meetings on the points in Sections 11.1 (a) to (c) of the agreement and, moreover, only if the employee representatives or, in the absence of employee representatives, the employees of the companies and the companies of the MAN Group are concerned in writing on a case-by-case basis, by sending the meeting documents. Employee representatives of these companies of the MAN Group may also contact the Chairman of the MAN AG4 Works Council with their ideas or submit written questions for answers by the Board of Management of the MAN AG3 in the context of meetings with the MAN AG2 Works Council (Section 12 of the Agreement). 7.9 The confidentiality obligations, financial and material resources of the MAN AG1 works council as well as the protection of works council members are regulated in Sections 13 and 14 of the agreement and comply with the applicable statutory provisions.7.10 As the parent company of the MAN Group, the MAN SE1 currently holds a joint supervisory board with 20 members under the German Codetermination Act of 1976 ("MitbestG 1976"). With regard to the 10 employee representatives on the supervisory board of the MAN SE2, only the employees of the group companies working in Germany are currently actively and passively entitled to vote in accordance with the MitbestG 1976. The provisions of the MitbestG 1976 on the representation of employees on the supervisory board of the MAN SE3 are replaced by the rules of the SEBG, but in particular by the provisions of the agreement on the participation of employees in the MAN AG0. 7.11 When the transformation of the MAN SE4 into a MAN AG9 at the time of conversion, the offices of all supervisory board members of the MAN SE5 (employee representatives as well as the offices of shareholder representatives) will come into effect (see paragraph 5.6 above). Pursuant to Section 17 (2) of the SEAG, section 15.1 of the agreement on the participation of employees in the MAN AG8 and, in the case of Section 7 (1) of the Articles of Association of the MAN SE7, the Supervisory MAN SE6 Board no longer consists of 20 members, but 16 members and is still to be filled on an equal basis. The 8 shareholder representatives for the new (first) supervisory board of the MAN SE8 are elected by the Annual General Meeting (Section 7.3 sentence 1 of the Articles of Association of the MAN SE9). The 8 employee representatives are appointed by the employees to the supervisory board of the MAN AG5 in accordance with the provisions of the agreement concluded pursuant to the MAN AG7 Participation Act (SEBG) on the participation of employees in the MAN AG6 in the current version (Section 7.3 sentence 2 of the Articles of Association of the MAN SE0). Pursuant to Section 15.2 of the Agreement, the 8 employee representatives on the Supervisory Board of MAN AG4 6 are internal representatives and 2 are union representatives. The 6 seats allocated to the internal employee representatives on the MAN AG3 Supervisory Board are initially distributed among the Member States by the MAN AG2 Works Council, taking into account the number of employees in the Member States on the total number of employees in the MAN Group (Section 16.1 of the agreement). The respective company employee representatives of the employees in the respective companies of the MAN Group - in Germany including the spokespersoncommittees - may submit proposals for the nomination of candidates for posting to the MAN AG1 Supervisory Board to the highest national employee representatives (Section 16.2 (a) of the agreement). The highest employee representatives - in Germany, including the highest spokesperson committees - can then nominate the candidates for election to the MAN AG0 Supervisory Board (Section 16.2 b) of the agreement). The two trade union representatives on the MAN AG9 Supervisory Board are nominated by the trade union commissioned by the European Metalworkers Association in consultation with the other trade unions represented in the MAN Group (Section 16.3 of the agreement). The MAN AG8 Works Council then elects and sends the respective employee representatives to the MAN AG7 Supervisory Board (Section 16.1 of the agreement). Pursuant to Section 16.6 of the Agreement, the 8 persons listed in Appendix 16.6 of the Agreement shall be designated as representatives for the employees on the MAN AG4 Supervisory Board together with their replacement members, together with their replacement members, until the end of the 2nd Ordinary General Meeting of the MAN AG6, which takes place after the registration of the MAN AG5 in the competent commercial register at the Munich District Court. 7.12 In future, employee representatives on the Supervisory Board will no longer be elected exclusively by national employee representatives of the MAN Group and the domestic trade unions, but also with the participation of employee representatives and trade unions of other EU member states and the EEA contracting states. This expresses the self-image of the MAN SE1 as a European and globally oriented company. The responsibilities and powers of employee representatives on the supervisory board of the MAN AG3 including their rights and obligations, shall be governed by the provisions of the Articles of Association of the MAN AG2 and the national German laws, unless otherwise stipulated in the agreement, as is previously the case with the MAN SE2. In that regard, the agreement on the participation of employees in the MAN AG1 provides only for specifics of the rights and obligations of employee representatives already existing at the MAN SE3 in the supervisory board of the MAN SE4 (Section 17 of the agreement). In the event that the Supervisory Board of the MAN AG0 does not include a senior executive - as is the case with the 16 - member Supervisory Board of the MAN SE5 - the MAN SE6 will ensure, through a separate agreement, that matters relating to senior executives are adequately discussed with them at group level. The remuneration of employee representatives on the Supervisory Board of MAN SE7 is governed by Section 18 of the agreement. In addition, these are also subject to the statutory as well as the obligation of confidentiality laid down in Section 13 of the agreement with regard to matters which the Supervisory Board of MAN AG9 deals with (Section 19 of the agreement).7.13 The agreement enters into force on the date of the (approved) resolution of the general meeting of the MAN SE8 on the change of form of the MAN SE9 and, moreover, has a fixed term until December 31, 2016 (Section 21) of the agreement. After that date, both the Board of directors of the MAN AG8 and the MAN AG7 Works Council (as representatives of the special negotiating body) have the right to terminate the agreement with a period of 8 months (Section 21.2 of the Agreement). Extraordinary terminations remain unaffected. 7.14 The Agreement may be amended by mutual agreement by the parties at any time (Section 20.2 of the Agreement). In the event of structural changes to the MAN AG6 within the meaning of Section 18 (3) of the SEBG, which are likely to reduce the participation rights of the employees of the MAN AG5, the MAN AG4 Works Council and the Board of Directors of the MAN AG3 shall be entitled to negotiate an appropriate adaptation of this agreement (Section 20.3 sentence 1 of the agreement). Insofar as this is not already taken into account by the provisions of this Agreement (b) the management system (from a dualistic to a monistic structure) is changed, and (c) the acquisition of a sub-group within the scope of this agreement, i.e. the acquisition of substantial shareholdings in other companies by the MAN AG2, provided that these have a significant impact on the overall structure of the agreement (c) the acquisition of a subgroup within the scope of this agreement, i.e. the acquisition of substantial shareholdings in other companies by the MAN AG2, provided that these have a significant influence on the overall structure of the MAN AG1 group. 7.15 In the event of renegotiation, the special negotiating body of the MAN AG0 Works Council (Section 20.1 of the Agreement) will take the place of the special negotiating body. In addition, the entire agreement will not be renegotiated, but only those provisions of this agreement which are specifically affected by the reason for the renegotiation, depending on the reason for the renegotiation (Section 20.4 of the agreement). If no agreement is reached in renegotiation due to structural changes within the meaning of Section 20.3 of the Agreement within 1 year of receipt of the request for adaptation on the basis of a decision of the MAN AG9 Works Council or the Board of Directors of the MAN AG8 with the other party to initiate renegotiation between the parties, each party shall determine by decision which points could not be found in the renegotiation of a friendly solution (Section 20.5 sentence 1 a) of the agreement). For the points listed in the respective resolution pursuant to Section 20.5 sentence 1 (a) of the agreement, the provisions of Sections 1 to 14 and Sections 20 to 22 MAN AG5 of the Agreement shall apply from the date of the resolution until the end of the term of office of MAN AG6 the MAN AG7 Works Council, which runs at the time of the resolution, and the provisions of Sections 1 and 22 of this Agreement shall continue unchanged for the MAN AG4 Supervisory Board. At the end of the respective term of office of the MAN AG3 Works Council or the MAN AG2 Supervisory Board, the individual provisions of the SEBG shall apply (catch-up solution). This ensures the functioning of the current MAN AG1 works council or MAN AG0 supervisory board for the current term of office. Only if there is no agreement between the parties after the end of the term of office will the statutory catch-up scheme, as it is the SEBG, apply to those provisions on which no agreement has yet been reached at that time. 7.16 In the event of termination of the agreement, the provisions of the agreement shall remain unchanged for an initial period of 6 months until a new agreement is concluded and, in the case of a consensual extension for a further 6 months, in order to ensure the capacity of the SE works council and the MAN SE0 Supervisory Board to act during this period (Section 21.4 of the Agreement). If the parties have not agreed by then, the provisions of Sections 1 to 14 and Sections 20 to 22 of the Agreement shall continue to apply unchanged until the end of the current SE term of office of the SE Supervisory Board and the provisions of Sections 15 to 22 of the Agreement. At the end of the respective term of office, the provisions of the SEBG apply under which the participation of employees in a SE in Germany is regulated (catch-up solution) (Section 21.4 of the agreement). Irrespective of a termination of the agreement, a conciliation procedure is also provided for in the event that there should be disagreements between the Management Board and SE works council on the content, interpretation and application of the agreement (Section 22.2 of the agreement).7.17 With regard to company participation, the legal catch-up solution would have the effect of forming a works council in the SE, the task of which would be to ensure the information and consultation of the employees in the SE. It would be responsible for matters concerning the SE itself, one of its subsidiaries or one of its establishments in another Member State or which go beyond the powers of the competent institutions at the level of each Member State (Section 27 of the SEBG). The MAN AG1 works council should be informed and consulted at least once a calendar year on the development of the business situation and the prospects of the MAN AG0 (Section 28. 1 sentence 1 SEBG). The MAN SE9 works council would also have to be informed and consulted during the year on exceptional circumstances which have a significant impact on the interests of the employees (Section 29. (1) sentence 1 SEBG). The composition of the MAN SE8 works council and the election or appointment of its members would essentially follow the provisions on the composition of the special negotiating body and the determination of its members (Section 23 (1) sentence 2 SEBG). Every two years, from the date of the constituent meeting of the MAN SE7 Works Council, the Board of Management of the MAN SE6 would have to examine whether changes in the MAN SE5, its subsidiaries and companies require a change in the composition of the MAN SE4 Works Council (Section 25 sentence 1 SEBG). The MAN SE3 Works Council would also have to decide by a majority of its members, four years after its establishment, whether negotiations on an agreement on the participation of employees should be opened in the MAN SE2 or whether the existing rules should continue to apply (Section 26 (1) of the SEBG). If the decision is taken to negotiate the participation of employees in the MAN SE1, the MAN SE0 works council shall replace the special negotiating body for these negotiations (Section 26 (2) sentence 1 SEBG). In the event that no new agreement is reached, the provisions of the catch-up solution will continue to apply (Section 26 (2) sentence 2 SEBG).7.18 With regard to corporate participation, the legal catch-up solution would still have the effect of continuing to fill the Supervisory Board of the SE on an equal basis (Section 35 (1) SEBG). The SE Works Council would distribute the seats on the SE Supervisory Board to employee representatives among the Member States (Section 36 (1) sentence 1 SEBG). The distribution depends on the respective proportion stake of the employees of the SE, its subsidiaries and establishments employed in each Member State (Section 36 (1) sentence 2 SEBG). If, in this pro rata distribution, employees from one or more Member States are unable to obtain a seat, the SE works council must assign the last seat to be distributed to a Member State which has not yet been taken into account (Section 36 (1) sentence 3 SEBG). Moreover, the occupation of the seats allocated to a Member State is governed by national law, i.e. in Germany, by the SEBG. The procedure for the election of employee representatives to germany on the SE Supervisory Board is governed in principle by the rules applicable to the election of the national representatives of the special negotiating body (see paragraph 6.6 above). Employees of the SE, its subsidiaries and companies as well as trade union representatives are then eligible to be selected on the Supervisory Board of the SE (Section 36 (3) sentence 2 i.V.m. Section 6 (2) SEBG). If the Supervisory Board of the SE includes more than 2 employee representatives from Germany, each third member is a trade union representative (Section 36 (3) sentence 2 i.V. Section 6 (3) SEBG). The occupation of seats in other Member States shall be governed by the respective national rules implementing the SE-RL. Insofar as the Member States have not made their own arrangements for the occupation of the seats assigned to them, the MAN SE9 Works Council shall designate the foreign employee representatives on the MAN SE8 Supervisory Board (Section 36 (2) of the SEBG). The employee representatives thus identified are proposed for appointment to the general meeting of the MAN SE7. The Annual General Meeting is bound by these proposals (Section 36 (4) SEBG).7.19 Apart from the changes described above, the conversion of the MAN SE1 into a MAN SE6 has no effect on the employees of the MAN Group. The existing employment relationships of the employees of the MAN SE2 as well as the employment relationships of the employees of their subsidiaries in the MAN Group remain unaffected by the transformation and continue unchanged with the respective company of the MAN Group.7.20 For the members of the respective company employee representatives of the MAN SE3 and the companies of the MAN Group, the changes of form result from the change of form.

This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: MAN SE, Munich, Germany.

Creative Commons License The visualizations for "MAN AG - Control: MAN Truck & bus SE · Control: MAN Truck & bus SE · Legal form: SE · Convertible bonds" are provided by North Data and may be reused under the terms of the Creative Commons CC-BY license.