On the basis of and subject to the foregoing, it is our opinion as of the date hereof that the Exchange Ratio in the
proposed Exchange Offer is fair, from a financial point of view, to the holders of Company Shares (other than the
Company).
The issuance of this opinion has been approved by a fairness opinion committee of J.P. Morgan Securities LLC.
This letter is provided to the Vorstand (Management Board) and the Aufsichtsrnt (Supervisory Board) of the
Company (in their respective capacities as such) in connection with and for the purposes of their evaluation of
the Transaction. This opinion does not constitute a recommendation to any shareholder of the Company as to
whether such shareholder should tender its shares into the Exchange Offer or how such shareholder should vote
with respect to the Transaction or any other matter. In addition, this opinion and any such advice provided by J.P.
Morgan Securities LLC is not and should not be considered a value opinion as is customarily rendered by
qualified auditors based on the requirements of German corporate law (e.g., in connection with a mandatory buyout of Company Shares or entering into a domination agreement and/or a profit transfer agreement), nor are we
expressing any opinion herein as to the compensation which may be payable to holders of Company Shares in
connection with such a mandatory buy-out of their Company Shares or in connection with entering into a
domination agreement and/or a profit transfer agreement. This opinion may not be disclosed, referred to, or
communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written
approval. This opinion may be reproduced in full in any proxy, information statement or Exchange Offer
shareholder recommendation statement under applicable German or U.S. law, in each case, mailed to
shareholders of the Company, but may not otherwise be disclosed publicly in any manner without our prior
written approval.
Very truly yours,
J.P. MORGAN SECURITIES LLC
U002857
D-4